AYM Syntex Limited

==> picture [92 x 96] intentionally omitted <==

Date: July 18, 2024

To,

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

Dear Sir,

Subject : Regulation 30 read with Part A of Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

Notice of Postal Ballot dated July 5, 2024

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 July 5, 2024, 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 business as set out in the enclosed Postal Ballot Notice.

In this regard, please note that the Company has completed dispatch of the said Notice of Postal Ballot on Thursday, July 18, 2024 through email to all the members whose names appeared in the Register of Members/ Record of National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) as on Friday, July 12, 2024 .

Important Dates:

Sr. No	Particulars	Schedule
1	Cut - off date for identification of voting rights of the members	Friday, July 12, 2024
2	Date of Completion of dispatch ofpostal ballot notice	Thursday, July 18, 2024
3	Date and time of commencement of remote e-voting	Friday, July 19, 2024 at 9:00 AM (IST)
4	Date and time of end of remote e-voting	Saturday, August 17, 2024 at 5:00 PM (IST)
5	Remote e-votingshall not be allowed beyond	Saturday, August 17, 2024 at 5:00 PM (IST)
6	Results of the Postal Ballot	On or before Tuesday,August 20,2024

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.

==> picture [549 x 50] intentionally omitted <==

==> picture [27 x 790] intentionally omitted <==

==> picture [92 x 96] intentionally omitted <==

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 Tuesday, August 20, 2024 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 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,

Yours faithfully,

Digitally signed by SUYOG SUYOG SATYANARAYA SATYANARAYAN CHITLANGE N CHITLANGE Date: 2024.07.18 17:57:36 +05'30'

Suyog Chitlange Chief Financial Officer

Encl: Postal Ballot Notice

==> picture [549 x 50] intentionally omitted <==

==> picture [27 x 790] intentionally omitted <==

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 Friday, July 19, 2024 at 9.00 a.m. (IST)

REMOTE E-VOTING ENDS ON Saturday, August 17, 2024 at 5.00 p.m. (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'), Secretarial Standard on General Mee�ngs issued by The Ins�tute of Company Secretaries of India ('SS-2'), each as amended, and in accordance with the requirements prescribed by the Ministry of Corporate Affairs ('MCA') for holding general mee�ngs/ conduc�ng postal ballot process through e- Vo�ng, vide 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, 3/2022 dated May 5, 2022, 11/2022 dated December 28, 2022 and 09/2023 dated September 25, 2023, collec�vely the 'MCA Circulars'), to transact the special business as set out hereunder by passing Special Resolu�on by way of postal ballot only by vo�ng through electronic means ('remote e-Vo�ng').

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

In compliance with the aforesaid MCA Circulars, this No�ce is being sent only through electronic mode to those Members whose e-mail addresses are registered with AYM Syntex Limited ('the Company')/ M/s. Link In�me India Private Limited ('Link In�me'), Registrar and Transfer Agent ('RTA')/ Depositories. Accordingly, physical copy of the No�ce along with Postal Ballot Form and pre-paid business reply envelope are not being sent to the Members. The communica�on of the assent or dissent of the Members would only take place through the remote e-Vo�ng system. The detailed procedure for remote e-Vo�ng forms part of the 'Notes' sec�on to this No�ce.

In compliance with Regula�on 44 of the SEBI Lis�ng Regula�ons and pursuant to the provisions of Sec�on 108 and Sec�on 110 of the Act read with the Rules, the MCA Circulars and SS-2, the Company is providing remote e-Vo�ng facility to its Members, to enable them to cast their votes electronically instead of submi�ng the Postal Ballot Form physically. The Company has engaged the services of Na�onal Securi�es Depository Limited ('NSDL') for the purpose of providing remote e-Vo�ng facility to its Members. The instruc�ons for remote e-Vo�ng are appended to this No�ce. The No�ce is also available on the website of the Company at www.aymsyntex.com, BSE Limited at www.bseindia.com , Na�onal Stock Exchange of India Limited at www.nseindia.com , on which the equity shares of the Company are listed and on the website of NSDL at www.evo�ng.nsdl.com.

Members desirous of exercising their vote through the remote e-Vo�ng process are requested to carefully read the instruc�ons indicated in this No�ce and record their assent (FOR) or dissent (AGAINST) by following the procedure as stated in the 'Notes' sec�on of this No�ce for cas�ng of votes by remote e-Vo�ng not later than 5.00 p.m. (IST) on Saturday, August 17, 2024. The remote e-Vo�ng facility will be disabled by NSDL immediately therea�er.

The last date of e-vo�ng, i.e. Saturday, August 17, 2024, shall be the date on which the resolu�on would be deemed to have been passed, if approved by the requisite majority.

SPECIAL BUSINESS:

Appointment of Ms. Mala Todarwal (DIN: 06933515) as a Non-Execu�ve Independent Director of the Company

To consider and, if thought fit, to pass with or without modifica�on(s), the following resolu�on as a Special Resolu�on:
“RESOLVED THAT pursuant to the provisions of Sec�ons 149, 150, 152, 160 and 161 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”), and the Companies (Appointment and Qualifica�ons of Directors) Rules, 2014, Regula�on 16 (1)(b) and Regula�on 17 of the SEBI (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 (“SEBI

AYM Syntex Limited

Lis�ng Regula�ons”) (including any statutory modifica�on(s) or amendments(s) or reenactment(s) thereof for the �me being in force), the Ar�cles of Associa�on of the Company, and pursuant to the recommenda�on of the Nomina�on and Remunera�on Commi�ee and the Board of Directors (“Board”), Ms. Mala Todarwal (DIN: 06933515), who was appointed as an Addi�onal Independent Director of the Company by the Board with effect from May 28, 2024 in terms of Sec�on 161 of the Act, and in respect of whom the Company has received a no�ce from a Member proposing her candidature for the office of Director under Sec�on 160 of the Act, and who has submi�ed a declara�on that she meets the criteria of independence as provided under Sec�on 149(6) of the Act along with the rules framed thereunder and Regula�on 25 (8) of Lis�ng Regula�ons, be and is hereby appointed as an Independent Director of the Company to hold office for a term of 5 (five) consecu�ve years with effect from May 28, 2024 to May 27, 2029 (both days inclusive), not liable to re�re by rota�on, as detailed in the explanatory statement.

RESOLVED FURTHER THAT the Board of Directors of the Company and / or Company Secretary and / or Chief Financial Officer of the Company be and are hereby severally and/or jointly authorized to do all such acts and take all such steps as may be necessary, proper or expedient to give effect to this resolu�on."

Appointment of Mr. Harsh Shailesh Bhuta (DIN: 07101709) as a Non-Execu�ve Independent Director of the Company .

2 To consider and, if thought fit, to pass with or without modifica�on(s), the following resolu�on as a Special Resolu�on:

“RESOLVED THAT pursuant to the provisions of Sec�ons 149, 150, 152, 160 and 161 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”), and the Companies (Appointment and Qualifica�ons of Directors) Rules, 2014 , Regula�on 16 (1)(b) and Regula�on 17 of the SEBI (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 (“SEBI Lis�ng Regula�ons”) (including any statutory modifica�on(s) or amendments(s) or reenactment(s) thereof for the �me being in force), the Ar�cles of Associa�on of the Company, and pursuant to the recommenda�on of the Nomina�on and Remunera�on Commi�ee and the Board of Directors (“Board”), Mr. Harsh Shailesh Bhuta (DIN: 07101709), who was appointed as an Addi�onal Independent Director of the Company by the Board with effect from May 28, 2024 in terms of

Sec�on 161 of the Act, and in respect of whom the Company has received a no�ce from a Member proposing his candidature for the office of Director under Sec�on 160 of the Act, and who has submi�ed a declara�on that he meets the criteria of independence as provided under Sec�on 149(6) of the Act along with the rules framed thereunder and Regula�on 25 (8) of Lis�ng Regula�ons, be and is hereby appointed as an Independent Director of the Company to hold office for a term of 5 (five) consecu�ve years with effect from May 28, 2024 to May 27, 2029 (both days inclusive), not liable to re�re by rota�on, as detailed in the explanatory statement.

Approval for con�nua�on of Mr. Kan�lal N Patel (DIN: 00019414) as an Independent Directors, post comple�on of 75 years, on the Board of the Company during his tenure of 5 years.

To consider and, if thought fit, to pass with or without modifica�on(s), the following resolu�on as a Special Resolu�on:

“RESOLVED THAT pursuant to Regula�on 17(1A) of the Securi�es and Exchange Board of India (Lis�ng Obliga�ons and Disclosures Requirements) Regula�ons, 2015 and other applicable provisions of the Companies Act, 2013 read with Rules made thereunder (including any amendments thereto or reenactment thereof, for the �me being in force) (hereina�er collec�vely referred to as the “Applicable Laws”) approval of the Member of the Company be and is hereby accorded for con�nua�on of directorship of Mr. Kan�lal N Patel (DIN: 00019414) as Non-execu�ve Independent Director of the Company beyond the age of 75 years i.e. 30th May 2026 �ll the expiry of his current term �ll July 28, 2028 on the same terms and condi�ons as already approved by the Members.

AYM Syntex Limited

Re-appointment of Mr. Abhishek Mandawewala (DIN: 00737785) as Managing Director and Chief Execu�ve Officer (CEO) and fixing his remunera�on.

To consider and, if thought fit, to pass with or without modifica�on(s), the following resolu�on as a Special Resolu�on:

“RESOLVED THAT pursuant to the provisions of sec�ons 196, 197, 198, 203 and all other applicable provisions, if any, of the Companies Act, 2013 (the 'Act') read with Companies (Appointment and Remunera�on of Managerial Remunera�on) Rules, 2014 and Schedule V of the Act (including any statutory modifica�on, varia�on thereto or reenactment thereof, for the �me being in force), and pursuant to the recommenda�on of the Nomina�on and Remunera�on Commi�ee and approval of the Board of Directors, approval of the Members of the Company be and is hereby accorded to the reappointment of Mr. Abhishek R. Mandawewala (DIN: 00737785), as the Managing Director and CEO of the Company, being part of the promoter group, for a period of three years, with effect from August 1, 2024 to July 31, 2027 as well as the payment of salary, commission and perquisites (hereina�er referred to as 'remunera�on'), not liable to re�re by rota�on, upon the terms and condi�ons as detailed in the explanatory statement a�ached hereto, which is hereby approved and sanc�oned with the authority to the Board of Directors (hereina�er referred to as “the Board” (which term shall be deemed to include any Commi�ee of the Board cons�tuted to exercise its powers, including the powers conferred by this Resolu�on) to alter and vary the terms and condi�ons of the re-appointment and/or agreement in such manner as may be agreed to between the Board and Mr. Abhishek R. Mandawewala.

RESOLVED FURTHER THAT pursuant to the provision 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, as amended from �me to �me, approval of the Company be and is hereby accorded to the aforesaid remunera�on, even if the remunera�on, at any �me during his tenure, exceeds Rs. 5 crore or 2.5 per cent of the net profits of the Company, whichever is higher, in any financial year or even if the aggregate annual remunera�on payable to all the execu�ve directors of the Company in any financial year exceeds 5 per cent of the net profits of the Company.

RESOLVED FURTHER THAT the terms of remunera�on as set out in the Explanatory Statement of this Resolu�on shall be deemed to form part hereof and in the event of any inadequacy or absence of profits in any financial year or years, the aforemen�oned remunera�on comprising salary, perquisites and benefits approved herein be con�nued to be paid as minimum remunera�on to the Managing Director and CEO of the Company, subject to such other approvals as may be necessary;

RESOLVED FURTHER THAT contribu�on to provident fund, superannua�on fund or annuity fund and gratuity as may be payable under the provisions of the relevant acts and to the extent exempt under Income Tax Act and encashment of leave at the end of tenure shall not be computed in the aforesaid ceiling for perquisites and allowances.

RESOLVED FURTHER THAT in the event of any statutory amendment or modifica�on or relaxa�on in the provisions of Schedule V of the Companies Act, 2013, rela�ng to the payment of remunera�on to the managerial personnel, the Board subject to the recommenda�ons of the Nomina�on and Remunera�on Commi�ee be and is hereby authorized to vary the remunera�on including commission and perquisites etc. within such prescribed limits.

RESOLVED FURTHER THAT the Board be and is hereby authorized to take such steps as may be necessary for obtaining necessary approvals - statutory, contractual or otherwise, in rela�on to the above and to se�le all ma�ers arising out of and incidental thereto and to sign and execute deeds, applica�ons, documents, instruments and wri�ngs that may be required, on behalf of the Company and generally to do all such other acts, deeds, ma�ers and things as may be necessary, proper, expedient or incidental for giving effect to this resolu�on.”

By Order of the Board of Directors

Ashitosh Sheth Company Secretary ACS 25997

Date: July 5, 2024 Place: Mumbai

Registered Office of the Company:

Plot no.1, Survey no.374/1/1, Village Saily, Silvassa 396230, U.T of Dadra & Nagar Haveli CIN: L99999DN1983PLC000045 Phone:+ 91-022-61637000/7001 E-mail: [email protected] Website: www.aymsyntex.com

AYM Syntex Limited

NOTES:

The Explanatory Statement pursuant to the provisions of Sec�on 102 and Sec�on 110 of the Act read with Rule 22 of the Rules, se�ng out all the material facts and reasons rela�ng to the proposed resolu�ons is annexed hereto and forms part of this No�ce.
In compliance with MCA Circulars, this No�ce is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories/RTA, as on Friday, July 12, 2024 ('Cut-Off Date') or who may register their e-mail address in accordance with the process outlined in this No�ce. The vo�ng rights of the Shareholders shall be in the same propor�on to the paid-up share capital.
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 to cast their votes through postal ballot by remote e-Vo�ng. 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 addresses with the Company/ RTA/ Depositories / Depository Par�cipants) shall be en�tled to vote in rela�on to the aforemen�oned Resolu�ons in accordance with the process specified in this No�ce. A person who is not a member as on the Cut-Off Date, should treat this Postal Ballot No�ce for informa�on purpose only.
In compliance with the provisions of Sec�on 108 and Sec�on 110 of the Act read with Rule 20 and 22 of the Companies (Management & Administra�on) Rules, 2014, Regula�on 44 of the SEBI Lis�ng Regula�ons read with Sec�on VI-C of the SEBI Master Circular bearing reference no. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023, as amended (“SEBI Master Circular”), SS-2 and the MCA Circulars and any amendments thereto, the Company is pleased to provide remote e-Vo�ng facility to its Members, to enable them to cast their votes electronically. The detailed procedure with respect to remote e-Vo�ng is men�oned below.
The remote e-Vo�ng shall commence on Friday, July 19, 2024 at 9.00 a.m. (IST) and shall end on Saturday, August 17, 2024 at 5.00 p.m. (IST). During this period, Members of the Company holding shares in physical or electronic form as on the Cut-Off Date may cast their vote electronically. The remote e-Vo�ng module shall be disabled by NSDL for vo�ng therea�er.
The Scru�nizer will submit his report, a�er the comple�on of scru�ny, to the Chairman of the Company or any person authorized by him a�er scru�ny of the votes cast, on the result of the Postal Ballot on or before Tuesday, August 20, 2024. The Scru�nizer's decision on the validity of votes cast will be final.
The Results declared along with the Scru�nizer's Report shall be placed on the Company's website www.aymsyntex.com and on the website of NSDL www.evo�ng.nsdl.com immediately a�er the result is declared by the Chairman or any other person authorized by him, and the same shall be communicated to Stock Exchanges where the equity shares of the Company are listed. The results shall also be displayed on the no�ce board at the Registered Office of the Company.
Members may download the No�ce from the website of the Company at www.aymsyntex.com or from the website of NSDL at www.evo�ng.nsdl.com. A copy of the No�ce is also available on the website of BSE at www.bseindia.com and NSE at www.nseindia.com.
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@linkin�me.co.in, the Scru�nizer at [email protected] or the Company at [email protected] .

Process to cast votes through remote e-Vo�ng:

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 and joining virtual mee�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.

The Board of Directors has appointed Mr. Hitesh J. Gupta, Company Secretary in whole �me prac�ce (ACS-No. 33684; CP No. 12722) as the Scru�nizer to scru�nize the postal ballot process in fair and transparent manner.

AYM Syntex Limited

Type of shareholders	Login Method	z. n n” ur be to e. be he he at or ng a on w git on be ck be he he e” ng
Individual Shareholders holding securi�es in demat mode with NSDL.	1. Exis�ngIDeASuser can visit the e-Services website of NSDL Vi h�ps://eservices.nsdl.comeither 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 or joining virtual mee�ng & vo�ng during t mee�ng. 2. 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 ath�ps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3. 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 or e-Vo�ng service provider i.e. NSDL and you will redirected to e-Vo�ng website of NSDL for cas�ng your vote during t remote e-Vo�ng period or joining virtual mee�ng & vo�ng during t mee�ng. Shareholders/Members can also download NSDL Mobile App “NSDL Speed facility by scanning the QR code men�oned below for seamless vo� 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	exis�ng user id and password. Op�on will be made available to reach e-Vo�ng
demat mode with CDSL.	page without any further authen�ca�on. The users to login Easi /Easiest are
	requested to visit CDSL website and click on login icon & www.cdslindia.com
	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 informaton 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 or joining virtual mee�ng & vo�ng during the mee�ng. 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.

	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	will be redirected to NSDL/CDSL Depository site a�er successful authen�ca�on,
depository 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 or joining virtual mee�ng &
	vo�ng during the mee�ng.

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.

demat mode for	any technical issues related to login	any technical issues related to login
through Depositor	y 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 atevo�[email protected] or call at 022 - 4886 7000 and 022 - 2499 7000
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�[email protected] contact at 1800 22 55 33

B) Login Method for e-Vo�ng and joining virtual mee�ng 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?

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, your Password/OTP and a Verifica�on Code as shown on the screen. Alterna�vely, if you are registered for NSDL eservices a�er using your

AYM Syntex Limited

log-in creden�als, click on e-Vo�ng and you can proceed to Step 2 i.e. Cast your vote electronically.

Your User ID details are given below

Your User ID details are given below :

Manner of holding shares i.e. Demat	Your User ID is:
(NSDL or CDSL) or
Physical
a) For Members who	8 Character DP ID followed by 8
hold shares in demat	Digit Client ID For example if your
account with NSDL.	DP ID is IN300*** and Client ID is
	12** then your user ID is
	IN30012***.
b) For Members who hold shares in demat account	16 Digit Benefciary ID For example if your Benefciary ID is 12** then your
with CDSL.	user ID is 12**
c) For Members holding	EVEN Number followed by Folio
shares in Physical	Number registered with the
Form.	company For example, if folio number is 001*** and EVEN is
	1 0 1 4 5 6 t h e n u s e r I D i s
	101456001***

Password details for shareholders other than Individual shareholders are given below:
a. If you are already registered for e-Vo�ng, then you can user your exis�ng password to login and cast your vote.
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.
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’.
If you are unable to retrieve or have not received the “Ini�al password” or have forgo�en your password:
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.
b. Physical User Reset Password?” (If you are holding shares in physical mode) op�on available on www.evo�ng.nsdl.com .
c. If you are s�ll unable to get the password by aforesaid two op�ons, you can send a request at evo�[email protected] men�oning your demat account number/folio number, your PAN, your name and your registered address etc.
Members can also use the OTP (One Time Password) based login for cas�ng the votes on the e-Vo�ng system of NSDL.
A�er entering your password, �ck on Agree to “Terms and Condi�ons” by selec�ng on the check box.
Now, you will have to click on “Login” bu�on.
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

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.
Select “EVEN” of company for which you wish to cast your vote during the remote e-Vo�ng period.
Now you are ready for e-Vo�ng as the Vo�ng page opens.
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.
Upon confirma�on, the message “Vote cast successfully” will be displayed.
You can also take the printout of the votes cast by you by clicking on the print op�on on the confirma�on page.
Once you confirm your vote on the resolu�on, you will not be allowed to modify your vote.

General Guidelines for shareholders

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.
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

AYM Syntex Limited

a�ested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scru�nizer by e-mail to [email protected] with a copy marked to evo�[email protected]. 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/ “eVo�ng”/ tab in their login.

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 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.: 022 - 4886 7000 and 022 - 2499 7000 or send a request to Mr. Sanjeev Yadav at evo�[email protected]

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:

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 [email protected]
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 (selfa�ested scanned copy of PAN card), AADHAR (selfa�ested scanned copy of Aadhar Card) to [email protected]. 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 and joining virtual mee�ng for Individual shareholders holding securi�es in demat mode.

Alterna�vely shareholder/members may send a request to evo�[email protected] for procuring user id and password for e-vo�ng by providing above men�oned documents.
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.

PROCEDURE FOR INSPECTION OF DOCUMENTS:

All the documents referred to in this Postal Ballot No�ce will be available for inspec�on electronically without any fee by the members from the date of circula�on of this Postal Ballot No�ce un�l the last date of e-vo�ng. Members seeking to inspect such d o c u m e n t s c a n s e n d a n e m a i l t o [email protected] men�oning his/her/its folio number/DP ID and Client ID.

By Order of the Board of Directors

Ashitosh Sheth Company Secretary ACS 25997

Date: July 5, 2024 Place: Mumbai

Registered Office of the Company:

AYM Syntex Limited

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 & 110 OF THE COMPANIES ACT, 2013 READ WITH RULE 22 OF THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014, SECRETARIAL STANDARDS AND ADDITIONAL INFORMATION AS REQUIRED UNDER THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND CIRCULARS ISSUED THEREUNDER:

The following Statement sets out all material facts rela�ng to the Special Business and Special Resolu�on thereof men�oned in the accompanying No�ce.

(v) Confirma�on that she has registered herself with the Independent Directors’ databank and sa�sfied the requirement regarding the online proficiency self-assessment test in terms of the Companies (Appointment and Qualifica�ons of Directors) Rules, 2014.

Further, in terms of Sec�on 160 of the Act, the Nomina�on & Remunera�on Commi�ee and Board have recommended the appointment of Ms. Mala Todarwal and the Company has also received a no�ce in wri�ng from a Member proposing her candidature for appointment as an Independent Director.

ITEM NO.: 1

Appointment of Ms. Mala Todarwal (DIN: 06933515) as a Non-Execu�ve Independent Director of the Company

Pursuant to recommenda�on of the Nomina�on & Remunera�on Commi�ee, the Board has appointed Ms. Mala Todarwal (DIN: 06933515) as an Addi�onal Director of the Company (in the capacity of Non- Execu�ve Independent Director) for a term of 5 (Five) consecu�ve years with effect from May 28, 2024 to May 27, 2029 (both days inclusive), not liable to re�re by rota�on, subject to approval of the Members.

Ms. Mala Todarwal has over 18+ years of experience in the corporate world. A�er her s�nt with Deloi�e, she is now an ac�ve partner of M/ s. Arun Todarwal & Associates LLP who are senior members of Interna�onal Associa�on of Prac�cing Accountants (IAPA) and The UK 200 Group - Interna�onal Accoun�ng Bodies based in the UK with more than 350 members in about 55 countries During her years of prac�ce, she has handled various professional assignments including statutory audits, management assurance, management and systems audit, due diligence, taxa�on, interna�onal taxa�on etc.

The Company has received, inter alia, the following consents, declara�ons, and confirma�ons from Ms. Mala Todarwal regarding the proposed appointment:

(i) Consent to act as Director of the Company in terms of Sec�on 152 of the Act and declara�on that she is not disqualified from being appointed as Director in terms of Sec�on 164 of the Act.
(ii) Declara�on that she is not debarred from holding the office of Director by virtue of any SEBI order or any other such authority.

In the opinion of the Board, the appointment of Ms. Mala Todarwal as an Independent Director of the Company would be in the interests of the Company taking into considera�on Ms. Mala Todarwal’s knowledge, background and vast experience. Ms. Mala Todarwal also fulfills the iden�fied core skills/ exper�se/competencies and the criteria laid down by the Board in the Company’s Nomina�on Policy for appointment as a Director of the Company. In the opinion of the Board, Ms. Mala Todarwal fulfils the criteria for appointment as an Independent Director and is independent of the management. Accordingly, it is proposed to appoint Ms. Mala Todarwal as an Independent Director of the Company, not liable to re�re by rota�on, for a period of 5 consecu�ve years, on the Board of the Company.

Addi�onal informa�on in respect of Ms. Mala Todarwal, pursuant to Regula�on 36 of the SEBI Lis�ng Regula�ons and the Secretarial Standard on General Mee�ngs (SS-2), along with her brief profile is provided in Annexure 1 to this No�ce.

In compliance with the provisions of Sec�on 149 read with Schedule IV to the Act and Regula�on 17,25 of the LODR Regula�ons, the approval of the members is sought for the appointment of Ms. Mala Todarwal as an Independent Director of the Company, as a special resolu�on.

Except Ms. Mala Todarwal and/or her rela�ves, none of the Directors, Key Managerial Personnel of the Company or their rela�ves are in any way concerned or interested, financially or otherwise, in the Special Resolu�on set out in Item No. 1 of the No�ce.

The Board recommends the Resolu�on in rela�on to the appointment of Ms. Mala Todarwal as an Independent Director as set out in Item No. 1 for approval of the Members by way of a Special Resolu�on.

ITEM No. 2

(iii) Declara�on that she meets the criteria of independence as prescribed under the Act and the SEBI Lis�ng Regula�ons.
(iv) Confirma�on that she is not aware of any circumstance or situa�on which exists or may be reasonably an�cipated that could impair or impact her ability to discharge her du�es as an Independent Director of the Company.

Appointment of Mr. Harsh Shailesh Bhuta (DIN: 07101709) as a Non-Execu�ve Independent Director of the Company

Pursuant to recommenda�on of the Nomina�on & Remunera�on Commi�ee, the Board has appointed Mr. Harsh Shailesh Bhuta (DIN: 07101709) as an Addi�onal Director of the Company (in the capacity of Non- Execu�ve Independent Director) for a term of 5 (Five) consecu�ve

AYM Syntex Limited

years with effect from May 28, 2024 to May 27, 2029 (both days inclusive), not liable to re�re by rota�on, subject to approval of the Members.

Mr. Harsh Shailesh Bhuta has over 15+ years of experience in the corporate world. He is the Senior Partner at Bhuta Shah & Co LLP in addi�on to his ac�ve involvement in the firm’s Transac�on advisory and Tax service. His area of exper�se includes mergers & acquisi�ons, transac�on tax, due diligence, interna�onal tax advisory, representa�on before Indian Revenue authori�es, insolvency and bankruptcy law. As a specialist in mergers and acquisi�ons, private equity and tax restructuring deals, his strengths lie in nego�a�on and structuring transac�on documents and understanding and applying principles of tax law and exchange control regula�ons.

The Company has received, inter alia, the following consents, declara�ons, and confirma�ons from Mr. Harsh Shailesh Bhuta regarding the proposed appointment:

(i) Consent to act as Director of the Company in terms of Sec�on 152 of the Act and declara�on that he is not disqualified from being appointed as Director in terms of Sec�on 164 of the Act.
(ii) Declara�on that he is not debarred from holding the office of Director by virtue of any SEBI order or any other such authority.
(iii) Declara�on that he meets the criteria of independence as prescribed under the Act and the SEBI Lis�ng Regula�ons.

and the criteria laid down by the Board in the Company’s Nomina�on Policy for appointment as a Director of the Company. In the opinion of the Board, Mr. Harsh Shailesh Bhuta fulfils the criteria for appointment as an Independent Director and is independent of the management. Accordingly, it is proposed to appoint Mr. Harsh Shailesh Bhuta as an Independent Director of the Company, not liable to re�re by rota�on, for a period of 5 consecu�ve years, on the Board of the Company.

Addi�onal informa�on in respect of Mr. Harsh Shailesh Bhuta, pursuant to Regula�on 36 of the SEBI Lis�ng Regula�ons and the Secretarial Standard on General Mee�ngs (SS-2), along with his brief profile is provided at Annexure 1 to this No�ce.

In compliance with the provisions of Sec�on 149 read with Schedule IV to the Act and Regula�on 17,25 of the LODR Regula�ons, the approval of the members is sought for the appointment of Mr. Harsh Bhuta as an Independent Director of the Company, as a special resolu�on.

Except Mr. Harsh Shailesh Bhuta and/or his rela�ves, none of the Directors, Key Managerial Personnel of the Company or their rela�ves are in any way concerned or interested, financially or otherwise, in the Special Resolu�on set out in Item No. 2.

The Board recommends the Resolu�on in rela�on to the appointment of Mr. Harsh Shailesh Bhuta as an Independent Director as set out in Item No. 2 for approval of the Members by way of a Special Resolu�on.

ITEM No. 3

(iv) Confirma�on that he is not aware of any circumstance or situa�on which exists or may be reasonably an�cipated that could impair or impact his ability to discharge his du�es as an Independent Director of the Company.
(v) Confirma�on that he has registered himself with the Independent Directors’ databank and sa�sfied the requirement regarding the online proficiency self-assessment test in terms of the Companies (Appointment and Qualifica�ons of Directors) Rules, 2014.

Further, in terms of Sec�on 160 of the Act, the Nomina�on & Remunera�on Commi�ee and Board have recommended the appointment of Mr. Harsh Shailesh Bhuta and the Company has also received a no�ce in wri�ng from a Member proposing his candidature for appointment as an Independent Director.

In the opinion of the Board, the appointment of Mr. Harsh Shailesh Bhuta as an Independent Director of the Company would be in the interests of the Company taking into considera�on Mr. Harsh Shailesh Bhuta’s knowledge, background and vast experience. Mr. Harsh Shailesh Bhuta also fulfills the iden�fied core skills/ exper�se/competencies

Approval of con�nua�on of Mr. Kan�lal N Patel (DIN: 00019414) as an Independent Directors on the Board of the Company during his tenure of 5 years post comple�on of 75 years.

Mr. Kan�lal N Patel was appointed as a Non-Execu�ve Independent Director of the Company by the members at the 40th Annual General Mee�ng of the Company held on September 29, 2023, for a period of five consecu�ve years commencing from July 29, 2023 to July 28, 2028. In terms of Regula�on 17(1A) of SEBI Lis�ng Regula�ons, consent of members by way of special resolu�on is required for appointment or con�nua�on of directorship of Independent Non-Execu�ve Director, beyond the age of 75 years. Further, Mr. Kan�lal N Patel will a�ain the age of 75 years with effect from May 30, 2026, and approval of members is required for the con�nua�on of his directorship from the day he a�ains the age of 75 years �ll the expiry of his current term �ll July 28, 2028.

The Board considers that his con�nued associa�on would be of immense benefit to the Company, and it is desirable to con�nue to avail services of Mr. Kan�lal N Patel as an Independent Director.

AYM Syntex Limited

The Board recommends the Resolu�on in rela�on to con�nua�on of directorship of Mr. Kan�lal N Patel as an Independent Director �ll the expiry of the current term �ll July 28, 2028 as set out in Item No. 3 for approval of the Members by way of a Special Resolu�on.

Save and except the above, none of the other Directors/Key Managerial Personnel of the Company/their rela�ves are, in any way, concerned or interested financially or otherwise, in this Resolu�on. The Board recommends the Special Resolu�on set out at Item No. 03 of the No�ce for approval of the Members.

ITEM NO. 04

Re-appointment of Mr. Abhishek Mandawewala (DIN: 00737785) as Managing Director and Chief Financial Officer (CEO)and fixing his remunera�on

The Members of the Company at the Annual General Mee�ng held on September 29, 2021, had re-appointed Mr. Abhishek R. Mandawewala as the as a Managing Director & CEO for a period of three years w.e.f August 1, 2021 to July 31, 2024. The present term of Mr. Abhishek R. Mandawewala will expire by efflux of me on July 31, 2024. As per provisions of Sec on 196 of the Companies Act, 2013 (the ‘Act’) no reappointment of Managing Director shall be made earlier than one year before the expiry of his term.

On the recommenda�on of Nomina�on and Remunera�on commi�ee, the Board of directors at their mee�ng held on May 30, 2024 reappointed Mr. Abhishek R. Mandawewala as a Managing Director & CEO for a period of three years w.e.f. August 1, 2024 to July 31, 2027 on remunera�on men�oned herein below in the explanatory statement.

Pursuant to the provisions of Sec 196, 197, 198 of the companies Act, 2013 read with Schedule V of the Companies Act, 2013, in case the company has no profits or inadequate profits, the Company may pay remunera�on in excess of the prescribed limits to its managerial personnel, subject to approval of shareholders by special resolu�on .

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 rupees 5 crore or 2.5 per cent 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 per cent 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, this special resolu�on regarding remunera�on payable to Mr. Abhishek Mandawewala, Managing Director and CEO, is proposed herein for obtaining shareholders’ approval, even when in any financial year, the remunera�on payable exceeds the limits provided under the provisions of Companies Act, 2013 and sub-regula�on (6)(e) of Regula�on 17 of the Lis�ng Regula�ons. Further, such remunera�on shall not exceed remunera�on already approved by the members and shall remain valid �ll expiry of his tenure.

Mr. Abhishek R. Mandawewala has rich and varied experience in the industry and has been involved in the opera�ons of the Company from 2015 onwards. He has been instrumental in ini�a�ng the transforma�onal journey of the Company and has created world class manufacturing facility involving diverse technology that has elevated the company’s capaci�es. His leadership skills have up-scaled the landscape of the business and opened opportuni�es for expansion, customer base, new industry developments and so forth. Mr. Abhishek R. Mandawewala is B.A./M. Eng (Honours.) in Manufacturing Engineering from University of Cambridge.

The re-appointment of Mr. Abhishek R. Mandawewala is appropriate and in the best interest of the Company. Therefore, it is proposed to re-appoint Mr. Abhishek R. Mandawewala as the Managing Director & CEO of the Company for further period of 3 years w.e.f. August 1, 2024. Mr. Abhishek R. Mandawewala has submi�ed declara�on with the Company that he fulfils the criteria stated in Part I of Schedule V to the Act. The Nomina�on & Remunera�on Commi�ee has recommended, and Board has also approved appointment of and remunera�on payable to Mr. Abhishek R. Mandawewala as Managing Director & CEO for the period of Three years as stated above.

Copy of the le�er of appointment issued to Mr. Abhishek Mandawewala se�ng out the terms and condi�ons of appointment is available for inspec�on by the members electronically.

None of the Key Managerial Personnel or Directors of the Company except Mr. Abhishek R. Mandawewala himself and Mr. R. R. Mandawewala and Mrs. Khushboo Mandawewala being his rela�ves are in any way concerned or interested in the said resolu�on.

Accordingly, the Board recommends the Resolu�on pertaining to re-appointment of Mr. Abhishek R. Mandawewala as Managing Director & CEO for a period of three years as set out in Item No. 4 of the No�ce for approval of the Members by way of a Special Resolu�on.

AYM Syntex Limited

Statement containing Addi�onal Informa�on as required under Schedule V to the Companies Act, 2013

GENERAL INFORMATION:	GENERAL INFORMATION:
1	Nature of industry	Tex�le
2	Date or expected date of commencement of commercial produc�on	the company is in existence and in opera�on since 1983.
3	In case of new companies, expected date of commencement of ac�vi�es as per project approved by fnancial ins�tu�ons appearing in the prospectus	Not Applicable
4	Financial performance based on given indicators	Amount in Lak
		Par�culars	2023-24	2022-23
		Total Revenue	1,36,508	1,46,565.07
		Proft before tax	132	1,063.57
		Proft a�er tax	204	717

5	Foreign Investment or Collabora�ons, if any	Not Applicable

INFORMATION ABOUT THE APPOINTEE :
1	Background details	Mr. Abhishek R Mandawewala was appointed as a whole-� director with efect from August 1, 2015 and subsequen elevated to the posi�on of Managing director & CEO wi efect from May 6, 2017. He looks a�er en�re opera�on of t Company. He heads marke�ng, produc�on and plants of t Company
2	Past remunera�on	Rs.1,80,00,000/- per annum inclusive of all perquisites a allowances plus commission @1% p.a. of the net profts a Managing Director and CEO of the Company as approved the shareholders of the Company vide special resolu� passed by the members at their Annual General mee�ng he on 29th September 2021. Actual remunera�on paid for 202 24 is approx. Rs. 1.94 Crores.
3	Job profle and his suitability:	Job Profle: He is responsible for the overall opera�ons and t afairs of the Company including expansion under t supervision of the Board of directors. Suitability: He is B.A./M. Eng (Honours.) in Manufacturi Engineering from University of Cambridge and has experien in the feld of steel and tex�les for about 10 + years. He was Execu�ve Director in RMG Alloy Steel Limited from 4 September 2010 to 28th March 2013. Later, he worked President (Advance Tex�le) in Welspun India Limited for mo than two years. He is currently Managing Director & CEO a looks out en�re opera�on of the Company includi marke�ng,produc�on and expansionproject of the Compan
4	Remunera�on Proposed	Up to Rs.2,50,00,000/- (Rupee Two Crores Fi�y Lakhs On per annum inclusive of all perquisites and allowances pl commission @1% p.a. of the net profts computed in t manner laid down under Sec�on 198 of the Companies A 2013 with a power to the Board of Directors to increa remunera�on upto 25% of the last drawn remunera�on eve year with efect from July 1 of the fnancial year commenci from the fnancial year 2024.

AYM Syntex Limited


		Minimum Remunera�on: In the event of inadequacy of profts calculated as per Sec on 198 of the Companies Act, 2013 in any Financial Year(s) Mr. Abhishek R Mandawewala, Managing Director & CEO shall be en�tled to a minimum remunera�on comprising salary, perquisites and benefts as detailed above, subject to such other approvals as may be necessary.
6	Compara�ve remunera�on profle with respect to industry, size of the company, profle of the posi�on and person:	Considering the background, competence and experience of Mr. Abhishek R Mandawewala and also his associa�on with the Company for the past several years and compared to the remunera�on packages of similarly placed personnel of other corporate bodies in the country, the terms of their remunera�on as set out in the Resolu�on are considered to be fair, just and reasonable and at par with the industry standards, in which it operates.
7	Pecuniary rela�onship directly or indirectly with the Company, or rela�onship with the managerial personnel, if any:	He is not related directly or indirectly to the managerial personnel. He is rela�ve of Mr. R. R. Mandawewala, the Chairman of the Company and Mrs. Kushboo Mandawewala, Whole Time Director of the Company. Further, he has no pecuniary rela�onship with the Company except as a Managing Director and CEO of the Company. He does not hold any equity shares of the Company


OTHER INFORMATION
1	Reason of loss or inadequate profts	The Company has posted a net proft a�er tax (as per Sec�on 198) of Rs. 220.55 Lakhs during the year ended March 31, 2024. There was fre in one of the plant at Rakholi, Silvassa in F.Y. 2023-24 and same resulted in temporary disrup�on in opera�ons, however same has been restored during the year.
2	Steps taken for improvement	The Company is expanding its capacity, developing new products, concentra�ng on high value added products. Con�nuous endeavours are made to for improvement in the turnover and proftability of the Company. The Company has expanded its capacity into high value added products and are in process of improving the product sales mixes.
3	Expected increase in produc�vity and profts in measurable terms:	In view of expansion undertaken by the Company, the Company expects to increase produc�vity in spinning and texturized which may lead to increase in margin of profts. In view of expansion undertaken by the Company, the Company expects to increase produc�vity in tex�le and BCF yarn which may lead to increase in margin of profts. The Company has also undertaken cost op�miza�on ini�a�ves which benefts will crystalized in coming years.

AYM Syntex Limited

Annexure-1

Details of the Directors proposed to be re-appointed.

(Pursuant to Regula�on 26 (4) and 36(3) of SEBI (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 and Secretarial Standard on General Mee�ng (SS-2))

	(A)	(B)
Par�culars	Mrs. Mala Todarwal	Mr. Harsh Shailesh Bhuta
Age and date of birth	39 years, 03rd May 1985	36 years, 15th October 1987
Date of frst appointment	28th May 2024	28th May 2024
Brief Resume (including profle, qualifca�on, experience and exper�se in specifc func�onal areas)	Ms. Todarwal is a Chartered Accountant (Ins�tute of Chartered Accountants in India). A�er her s�nt with Deloi�e, Ms. Todarwal is now an ac�ve partner of M/ s. Arun Todarwal & Associates LLP who are senior members of Interna�onal Associa�on of Prac�cing Accountants (IAPA) and The UK 200 Group - Interna�onal Accoun�ng Bodies based in the UK with more than 350 members in about 55 countries. She is having more 18+ years of experience and during her years of prac�ce, she has handled various professional assignments including statutory audits, management assurance, management and systems audit, due diligence, taxa�on, interna�onal taxa�on etc	Mr. Bhuta is a Chartered Accountant (Ins�tute of Chartered Accountants in India)- All India Rank Holder (Rank 30). He possesses Bachelor of Law degree from Mumbai University. He is also a CFA Charter holder from the CFA Ins�tute, USA. He is cer�fed as a Registered Valuer under the Insolvency and Bankruptcy Board of India. He is the Senior Partner at Bhuta Shah & Co LLP in addi�on to his ac�ve involvement in the frm's Transac�on advisory and Tax service lines. He started his career in 2008 with Price Waterhouse Coopers and then moved to a bou�que investment bank. Subsequently, he was an integral part of the transac�on advisory prac�ce at Ernst & Young in India where he was at the forefront of several large deal closures. He joined Bhuta Shah & Co LLP in 2015 and has since then advised a number of private equity investors, mul�na�onal companies, high net worth individuals and limited companies with their M&A, tax and advisory ma�ers. He is having more than 15+ years' experience and his areas of exper�se include Mergers & Acquisi�ons, Transac�on Tax, Due Diligence, Representa�on before Indian Revenue Authori�es, Interna�onal Tax Advisory, Insolvency and Bankruptcy Law etc.
Shareholding in the Company	Nil	Nil
Rela�onship with other Director/Key Managerial Personnel of the Company	No	No
No. of Board Mee�ngs a�ended	Two	Two

AYM Syntex Limited

Directorships held in other companies	• Welspun Michigan Engineers Limited (Formerly known as Welspun Michigan Engineers Private Limited) • Angel One Limited • Welspun Steel Limited • Welspun Sa�anathapuram Nagapa�nam Road Private Limited • IVP Limited	• Raptures Corporate Advisors Private Limited
Companies in which Director is Chairman / Member of the Commi�ee of the Board (as on the date of the Postal Ballot No�ce	Chairperson of Audit Commi�ee: 2 • Angel One Limited • Welspun Sa�anathapuram Nagapa�nam Road Private Limited Member of Audit commi�ee: 3 • Welspun Steel Limited • IVP Limited • AYM Syntex Limited Chairperson of Stakeholders Rela�onship Commi�ee: 2 • Angel One Limited • IVP Limited Member of Stakeholders Rela�onship Commi�ee:NIL	Chairperson of Audit Commi�ee:NIL Member of Audit commi�ee:1 • AYM Syntex Limited Chairperson of Stakeholders Rela�onship Commi�ee:NIL Member of Stakeholders Rela�onship Commi�ee:NIL
Terms and condi�ons of - appointment	As men�oned in the Explanatory statement a�ached to the No�ce	As men�oned in the Explanatory statement a�ached to the No�ce
Remunera�on Last Drawn	Nil	Nil
Remunera�on proposed to be paid	Si�ng fees	Si�ng fees
Listed en��es from which the Director has resigned in the past three years	• Welspun Investments And Commercials Limited	Nil

AYM Syntex Limited

	(C)	(D)
Par�culars	Mr. Kan�lal N. Patel	Mr. Abhishek R. Mandawewala
Age and date of birth	73 years, 30th May, 1951	37 years, 11th March 1987
Date of frst appointment	29th July 2023	01st August 2018
Brief Resume (including profle, qualifca�on, experience and exper�se in specifc func�onal areas)	He has pursued B.Com (Hons); F C A , B.Com (1st Rank in N M College of Com & Economics, Mumbai.) Final C A (32nd Rank). Mr. Patel was associated with JSW Group for 26 years and prior to JSW Group he was associated for 21 years with Standard Industries (Mafatlal Group). Mr. Patel possesses over 47 years of rich and varied experience in the areas of Financial Management, Management Informa�on Systems, Corporate Taxa�on, Corporate Finance, Investment, Mergers/ Acquisi�ons/ Restructuring/ Reorganisa�on and Fund Management, etc	H e i s B . A . / M . E n g ( H o n o u rs . ) i n Manufacturing Engineering from University of Cambridge and has experience in the feld of steel and tex�les for about seven years. He was an Execu�ve Director in RMG Alloy Steel Limited from 4th September 2010 to 28th March 2013. Later, he worked as President (Advance Tex�le) in Welspun India Limited for more than two years. He is now Managing Director & CEO and looks out en�re opera�on of the Company including marke�ng, produc�on and expansion project of the Company.
Shareholding in the Company	Nil	Nil
Rela�onship with other Director/Key Managerial Personnel of the Company	No	Yes. Mr. Rajesh Mandawewala, Chairman and Mrs. Khushboo Mandawewala, Whole Time Director
No. of Board Mee�ngs a�ended	Two	One
Directorships held in other companies	• JSW Holdings Limited • JSW Cement Limited • JSW Infrastructure Limited • JSW Jaigarh Port Limited • JSW GMR Cricket Private Limited • JSW Recharge Sports Private Limited • JSW Sports Ventures Private Limited • JSW Realty Private Limited • JSW Bengaluru Footbal Club Private Limited • Svamaan Financial Services Private Limited	• Taipan Estates Pvt Ltd • Babasu Realty Pvt. Ltd. • Ginat Realty Pvt. Ltd. • MGN Estates Pvt. Ltd. • Angel Power and Steel Private Limited • Associa�on of Synthe�c Fibre Industry • Mandawewala Enterprises Limited • Totsol Commercial Private Limited • AYM Tex�les Private Limited • Arah Real�es Private Limited
Companies in which Director is Chairman / *Memberag of the Commi�ee of the Board (as on the date of the Postal Ballot No�ce**	Chairperson of Audit Commi�ee:1 • AYM Syntex Limited Member of Audit commi�ee: 3 • JSW Holdings Limited • JSW Infrastructure Limited • JSW Jaigarh Port Limited Chairperson of Stakeholders Rela�onship Commi�ee: • • AYM Syntex Limited Member of Stakeholders Rela�onship Commi�ee:1 • JSW Holdings Limited	Chairperson of Audit Commi�ee:1 • Mandawewala Enterprises Private Limited Member of Audit commi�ee:Nil Chairperson of Stakeholders Rela�onship Commi�ee:NIL Member of Stakeholders Rela�onship Commi�ee:1 • AYM Syntex Limited

AYM Syntex Limited

Terms and condi�ons of - appointment	As men�oned in the Explanatory statement a�ached to the No�ce	As men�oned in the Explanatory statement a�ached to the No�ce
Remunera�on Last Drawn	Nil	Approx. Rs. 1.96 cr. p.a
Remunera�on proposed to be paid	NA	As men�oned in the Explanatory statement a�ached to the No�ce
Listed en��es from which the Director has resigned in the past three years	Nil	Nil

*Note: For the purpose of coun�ng membership in Board Commi�ee, Chairmanship/ Membership of the Audit Commi�ee and the Stakeholders Rela�onship Commi�ee alone are considered.

Date: July 05, 2024 Place: Mumbai

By order of the board of Directors

Ashitosh Sheth Company Secretary ACS 25997

Registered Office of the Company:

Plot no.1, Survey no.374/1/1, Village Saily, Silvassa 396230, U.T of Dadra & Nagar Haveli CIN: L99999DN1983PLC000045 Contact:+ 91-022-61637000/7001 E-mail: [email protected] Website: www.aymsyntex.com

AYM Syntex Limited

Informa�on at glance:	Informa�on at glance:
Par�culars		Notes
Cut-of date to determine eligible members to vote on		Friday, 12 July 2024 the resolu�ons
Vo�ng start �me and date		9.00 a.m. IST, Friday, July 19,2024
Vo�ng end �me and date		5.00 p.m. IST, Saturday, August 17,2024
Date on which the resolu�on is deemed to be passed		Saturday, August 17, 2024 Last date of vo�ng
Name, address and contact details of Registrar and		Mr. Lochan ChavanLink In�me India Pvt. Ltd, C-101, 247 Share Transfer Agent. Park, LBS.Marg, Vikhroli (West), Mumbai - 400083. Email-mumbai@linkin�me.co.in Contact: +91 22 49186000 and +91 22 49186060
Name, address and contact details of e-vo�ng service provider.		Amit Vishal Deputy Vice President Pallavi Mhatre Senior Manager Na�onal Securi�es Depository Limited 4th Floor, A Wing, Trade World, Kamala Mills Compound, Senapa� Bapat Marg, Lower Parel, Mumbai – 400013, India. Contact details: ; evo�[email protected] Contact number- 022 - 4886 7000 and 022 - 2499 7000
NSDL e-vo�ng website address		h�ps://www.evo�ng.nsdl.com/

AI assistant

AYM Syntex Limited — Proxy Solicitation & Information Statement 2024

60534_rns_2024-07-18_8762a1ca-66d8-473e-83f4-acd5604b4629.pdf

Notice of Postal Ballot dated July 5, 2024

Important Dates:

PLEASE NOTE THAT

AYM Syntex Limited

Suyog Chitlange Chief Financial Officer

AYM Syntex Limited

NOTICE OF POSTAL BALLOT

REMOTE E-VOTING STARTS ON Friday, July 19, 2024 at 9.00 a.m. (IST)

REMOTE E-VOTING ENDS ON Saturday, August 17, 2024 at 5.00 p.m. (IST)

Dear Member(s),

SPECIAL BUSINESS:

Appointment of Ms. Mala Todarwal (DIN: 06933515) as a Non-Execu�ve Independent Director of the Company

AYM Syntex Limited

Appointment of Mr. Harsh Shailesh Bhuta (DIN: 07101709) as a Non-Execu�ve Independent Director of the Company .

Re-appointment of Mr. Abhishek Mandawewala (DIN: 00737785) as Managing Director and Chief Execu�ve Officer (CEO) and fixing his remunera�on.

Registered Office of the Company:

NOTES:

Process to cast votes through remote e-Vo�ng:

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

Step 1: Access to NSDL e-Vo�ng system

AYM Syntex Limited

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

AYM Syntex Limited

General Guidelines for shareholders

AYM Syntex Limited

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:

PROCEDURE FOR INSPECTION OF DOCUMENTS:

Registered Office of the Company:

AYM Syntex Limited

ITEM NO.: 1

Appointment of Ms. Mala Todarwal (DIN: 06933515) as a Non-Execu�ve Independent Director of the Company

ITEM No. 2

Appointment of Mr. Harsh Shailesh Bhuta (DIN: 07101709) as a Non-Execu�ve Independent Director of the Company

AYM Syntex Limited

ITEM No. 3

AYM Syntex Limited

ITEM NO. 04

Re-appointment of Mr. Abhishek Mandawewala (DIN: 00737785) as Managing Director and Chief Financial Officer (CEO)and fixing his remunera�on

AYM Syntex Limited

AYM Syntex Limited

Annexure-1

Details of the Directors proposed to be re-appointed.

AYM Syntex Limited

AYM Syntex Limited

AYM Syntex Limited

Registered Office of the Company:

AYM Syntex Limited

More from AYM Syntex Limited

AYM Syntex Limited Proxy Solicitation & Information Statement 2024