To,

The Members of

AMIT INTERNATIONAL LIMITED

Your directors have pleasure in presenting Thirty-Two Annual Report together with the Audited Accounts of the Company for the year ended 31 st March 2026.

1. Financial Highlights:

(Rs. in Lakhs)

PERFORMANCE HIGHLIGHTS:

During the financial year ended March 31, 2026, the Company reported Income from Operations of ?8.26 Lakhs, as compared to ?42.42 Lakhs in the previous financial year, reflecting a significant decline in operating revenue.

Total expenses for the year stood at ?23.51 Lakhs against ?26.12 Lakhs in the previous year, indicating a marginal reduction in the Company's expenditure. Despite the decrease in expenses, the reduction in revenue adversely impacted the Company's profitability.

The Company recorded a Loss Before Tax (LBT) of ?15.25 Lakhs during FY 2025-26, as against a Profit Before Tax (PBT) of ?16.30 Lakhs in FY 2024-25. Consequently, the Company reported a Net Loss of ?15.25 Lakhs for the year compared to a Net Profit of ?12.57 Lakhs in the previous year.

The Earnings Per Share (EPS) also declined from ?0.066 in FY 2024-25 to (?0.080) in FY 2025-26, reflecting the loss incurred during the year.

The overall financial performance was primarily impacted by the substantial decline in operating income during the year. The management continues to focus on strengthening business operations, improving revenue generation, optimizing costs, and identifying new business opportunities with the objective of restoring profitability and creating sustainable value for stakeholders in the coming years.

2. Transfer to Reserve, if any:

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

3. Dividend:

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

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

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

5. Share Capital:

The Authorised Share Capital of the company as at the end 31st March 2026 was Rs. 20,00,00,000/- there is no change in the Authorised Share Capital during the year under review.

The Paid-up Share Capital of the company as at the end 31st March 2026 was Rs. 18,94,77,000/-. During the year under review, the Company has not issued shares or convertible securities or shares with differential voting rights nor has granted any stock options or sweat equity or warrants. As on March 31, 2026, none of the Directors of the Company hold instruments convertible into Equity Shares of the Company.

6. Extract of Annual Return:

As required under Section 134(3) (a) & Section 92(3) of the Act, the Annual Return is put up on the Company's website and can be accessed at http://www.amitinternational.in & Extracts of the Annual return in form MGT 9 for the Financial Year 2025-26 is uploaded on the website of the Company and can be accessed at http://www.amitinternational.in/ .

7. Subsidiaries, Joint Ventures and Associate Companies:

There is no Subsidiaries, Joint Ventures and Associate Companies as on 31 st March 2026.

8. Details of Directors and Key Managerial Personnel

(a) Changes in the Board of Directors and Key Managerial Personnel

During the Financial Year under review, the following changes took place in the composition of the Board of Directors and Key Managerial Personnel of the Company:

• Mr. Pankaj Ramesh Jain (DIN: 09828682) was appointed as an Additional Independent Director of the Company with effect from 17 September 2025.

• Ms. Sugandha Narayan Jagtap (DIN: 10883697) was appointed as an Independent Director of the Company with effect from 12 March 2026.

• Mr. Ravi Rakesh Gupta (DIN: 11250720), who was serving as an Independent Director, tendered his resignation from the office of Independent Director with effect from 03 April 2026.

(b) Changes after the Close of the Financial Year

Subsequent to the close of the Financial Year, the following changes occurred in the Board of Directors and Key Managerial Personnel:

• Mr. Ravi Rakesh Gupta (DIN: 11250720) was appointed as the Executive Director and Chief Financial Officer (CFO) of the Company with effect from 28 May 2026.

• Mrs. Sheetal Ganatra (DIN: 10832603) resigned from the office of Independent Director with effect from 25 May 2026.

• Mr. Somnath Vaijnath Kumbhar (DIN: 10777988) resigned from the office of Independent Director with effect from 25 May 2026.

• Mr. Narany Ramesh Vishawkarma (DIN: 10415280) was appointed as Additional Independent Director with effect from 03 rd April, 2026.

• Ms. Payal Maheshwari was appointed as the Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company with effect from 01 June 2026. She is an

Associate Member of the Institute of Company Secretaries of India (ICSI) and possesses experience in Corporate Laws, SEBI Regulations, and Secretarial Compliances.

• Ms. Payal Bhanwarlal Rathi resigned from the post of Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company with effect from 28 th May 2026.

• Mr. Mayank Prakashbhai Jain was appointed as the Executive Director and Chief Financial Officer (CFO) of the Company with effect from 28 May 2026.

The Board places on record its sincere appreciation for the valuable guidance and contributions made by the outgoing Directors during their tenure and extends a warm welcome to the newly appointed Directors and Key Managerial Personnel. The Board looks forward to their continued contribution towards the growth and governance of the Company.

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

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

9. Board Evaluation

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

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

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

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

10. Familiarization programme for the Independent Directors

The Company follows a well-structured induction programme for orientation and training of Directors at the time of their joining to provide them with an opportunity to familiarise themselves with the Company, its management, its operations and the industry in which the Company operates. At the time of appointing a director, a formal letter of appointment is given to him/her, which inter-alia explains the role, function, duties and responsibilities expected of him/her as a Director of the Company. The Director is also explained in detail the Compliance required from him/her under the Companies Act, 2013, the Listing Regulations and other relevant regulations and affirmation taken with respect to the same.

11. Corporate Governance:

Pursuant to Regulation 15(2) of the Listing Regulations, compliance with the corporate governance provisions are not applicable to your Company as the Company's paid up Equity Share Capital does not exceed of Rs.10 Crores and net worth does not exceed of Rs.25 Crores as on March 31, 2026 . Since the company paid up share capital is Rs. 18,94,77,000 thereby exceeding the Limit required therefore the company has complied with all the regulation of corporate governance the details of same is mentioned in the report attached as Annxure-1.

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

A Certificate from M/s. Ramesh Chandra Bagdi & Associates Company Secretaries (Membership No. F8276), conforming compliance to the conditions of Corporate Governance as stipulated

ANNUAL REPORT 2025-26

under Regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015, is annexed to this Report.

12. Number of Board Meetings:

During the Financial Year 2025-26, Seven meetings of the Board of Directors of the company were held. The date of the meetings of the board held is as under-

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

13. Committees of the board:

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

The Board has constituted following Committees:

> Audit Committee,

> Nomination & Remuneration Committee and

> Stakeholders Relationship Committee.

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

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

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

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

15. Statement of deviation or variation

During the period under review, disclosure pertaining to statement on deviation or variation in connection with certain terms of a public issue, rights issue, preferential issue etc. are not applicable to the Company. Because of your company have not issue shares and other securities during the year under review. The company has never made any one-time settlement against the loans obtained from Banks and Financial Institution and hence this clause is not applicable.

16. To the Investor Education and Protection Fund (IEPF):

In accordance with the provisions of Sections 124 and 125 of the Companies Act, 2013 and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividends of a company which remain unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account shall be transferred by the company to the Investor Education and Protection Fund ("IEPF").

In terms of the foregoing provisions of the Companies Act, 2013, there is no dividend which remains outstanding or remains to be paid and require to be transferred to the IEPF by the Company during the year under review.

• Dividend Declared for the Last Years: N.A.

• Due date for transfer to IEPF, of the unclaimed/unpaid dividends are as under: N.A.

17. Particulars of Contracts or Arrangements with Related Parties

All related party transactions entered into by the Company during the financial year under review were in the ordinary course of business and on arm's length basis. All transactions entered with related parties were in compliance with the applicable provisions of the Companies Act, 2013 read with the relevant rules made thereunder and the Listing Regulations. Thus the company is not required to disclosed any information in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of the transactions with Related Party are provided in the Company's financial statements in accordance with the Accounting Standards.

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

In line with the requirements of the Act and Listing Regulations, your Company has formulated a policy on related party transactions which is also available on Company's website at the link http://www.amitinternational.in/investors/code-of-fair-disclosure This policy deals with the review and approval of related party transactions. The Board of Directors of the Company has approved the criteria for giving the omnibus approval by the Audit Committee within the overall framework of the policy on related party transactions.

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

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

(a) CONSERVATION OF ENERGY

(B) TECHNOLOGY ABSORPTION

FOREIGN EXCHANGE EARNINGS / OUTGO

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

19. Internal Control and System

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

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

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

20. Managerial Remuneration :

a. Remuneration to Directors and Key Managerial Personnel

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

b. Employee Particulars

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

21. Management Discussion and Analysis

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

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

There are no amounts due and outstanding to be credited to Investor Education and Protection Fund as 31 st March, 2026.

23. Disclosure on Establishment of a Vigil Mechanism:

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

posted on the website of the Company and the web link to the same is http://www.amitinternationaI.in/

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

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

25. Code for prevention of Insider Trading:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employee have confirmed compliance with the Code.

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

No Fraud reported / observed during the financial year 2025-26.

27. AUDITORS Statutory Auditors:

M/s S C L J & Associates Chartered Accountants (FRN: 036048C), were appointed as statutory auditors of the company in the 32 th Annual General Meeting for the period of Five Years. Currently.

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

The Report given by M/s S C L J & Associates Chartered Accountants (FRN: 036048C) on the financial statements of the Company for the Financial Year 2026-27 is a part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

During the Year under review, the Auditors have not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

Auditors Report:

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

Cost Auditors:

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

Secretarial Audit Report:

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

28. Material Changes and Commitments

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

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

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

30. Compliance With Secretarial Standard

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

31. Deposits:

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

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

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

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

32. Risk Management Policy

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact

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

33. Corporate Social Responsibility

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

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

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

35. Stock Exchange:

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

36. Details of Significant and Material Orders Passed by The Regulators, Courts and Tribunals

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

37. Directors Responsibility Statement:

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

a. In the preparation of the annual accounts for the financial year ended 31st March, 2026, the applicable Ind-AS had been followed along with proper explanation relating to material departures;

b. The directors had selected such accounting policies and applied and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2026.

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

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

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

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

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

38. Acknowledgment:

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

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

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