Swaraj Suiting Ltd Directors Report

Dear Members,

The Board of Directors are pleased to present the Companys 22^nd Annual Report and the Companys audited financial statements for the financial year ended March 31, 2025.

FINANCIAL RESULTS

The Companys financial performance (standalone and consolidated) for the year ended March 31, 2025 is summarized below:

	STANDALONE		CONSOLIDATED
	2024-25	2023-24	2024-25	2023-24
Revenue from operations	41656.84	31958.84	41656.84	31958.84
Other Income	179.55	592.27	179.55	592.27
Profit before depreciation, finance cost, exceptional items & tax expenses	7501.63	4563.60	7501.63	4563.60
Less: Depreciation/ Amortization / Impairment	1135.92	800.52	1135.92	800.52
Profit before finance cost, exceptional items & tax expenses	6365.71	3763.08	6365.71	3763.08
Less : Finance Cost	1905.78	1323.64	1905.78	1323.64
Profit before exceptional items & tax expenses	4459.93	2439.44	4459.93	2439.44
Less- Exceptional Items	0.00	0.00	0.00	0.00
Profit before tax expenses	4459.93	2439.44	4459.93	2439.44
Less: -Tax expenses
- Current Tax	638.08	579.00	638.08	579.00
- Deferred Tax	490.20	40.83	490.20	40.83
Profit for the year	3331.65	1819.61	3331.65	1819.61

RESULTS OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS

The highlights of the companys performance (standalone) for the year ended March 31, 2025 are as under:

• Revenue from operations increased by 30.35 % to Rs. 41,656.84 lakh

• PBDIT increased by 64.38 % to Rs. 7501.63 lakh

• Profit Before Tax increased by 82.83 % to Rs. 4459.93 lakh

• Net Profit increased by 83.10 % to Rs. 3331.65 lakh OPERATIONS

Your Directors are pleased to report that, your company have recorded highest standalone revenue of Rs.41,656.84 lakh from operations in current year as compared to Rs. 31958.84 lakh in the previous year, with a significant growth of 30.35 %, the consolidated revenue as same as standalone revenue.

The Company has recorded highest export revenue of Rs.2254 Lakh in the current fiscal year, up from Rs.320.23 Lakh in the previous year, marking a notable increase. The export volume has risen to 11.93 Lakh mtr., compared to 1.71 Lakh mtr. in the previous year. Exports constitute 5.41% of the total revenue of the Company.

Your Directors are pleased to report that as a result of higher revenue from the operations, optimum capacity utilization and thrust on value addition products the Company has registered significant growth as under:

The operating profit (PBITDA) of the Company has increased to Rs.7501.63 lakh in the current year under review as compared to Rs.4563.60 lakh in the previous year, a significant growth of about 64.38%.

The Cash profit (PBDT) of the Company for the current year has increased to Rs.5595.85 lakh as against Rs.3239.96 lakh, an impressive spike of about 72.71 % over the previous year.

The Profit after Tax (PAT) of the Company has increased to Rs.3331.65 lakh for the current year as against Rs.1819.61 lakh in the previous year and registered a significant upsurge of about 83.10 %.

DIVIDEND

To strengthen the financial position and funding to the ongoing projects of the Company, no dividend is recommended by the Board for the financial year 2024-25.

TRANSFER TO RESERVES

The Board of Directors of your company has decided not to transfer any amount to the reserves for the year under review.

UPDATE ON EXAPNSION PLANs

During the financial year 2024-25, the Company undertook significant capacity enhancement initiatives as part of its strategic expansion plan. At Neemuch Unit-1 (located at B-24 to B-41, Industrial Area, Jhanjharwara, Neemuch, Madhya Pradesh), the Company successfully Installed 72 Air Jet Looms, adding a weaving capacity of 1.23 crore meters of fabric per annum and also Commissioned one Indigo Dyeing Range line for denim processing, with a production capacity of 72 lakh meters of fabric per annum. Commercial production of both the projects were commenced in July 2024.

In addition to above expansion plans, the Company commissioned its first Spinning Project consisting of 22,656 spindles, with an annual installed capacity of 7,344 tons per annum at Neemuch Unit-2 (Survey No. 93/2, 96/1, 98.6, 103/1, & 104, Village Soniyana, Tehsil Jiran, District Neemuch).

Furthermore, the Company has also commissioned a new Cotton Processing Unit at Neemuch Unit-1, with an installed capacity of 2.40 crore meters of fabric per annum. Commercial operations for this unit began in July 2025.

These expansion as well as new projects mark a significant step toward enhancing the Companys overall production capabilities and are aligned with our long-term growth objectives.

CAPITAL STRUCTURE

The Capital structure of the Company as on 31.03.2025 as follows:

The Authorized Share Capital of the Company is Rs. 42,02,00,000/- (Rupees Forty-Two Crore Two Lakh only) consisting of 4,20,20,000 (Four Crore Twenty Lakh Twenty Thousand) Equity Shares of Rs. 10/- (Rupees Ten) each.

The Issued, subscribed and Paid up Share Capital of the Company is Rs.22,01,82,600 (rupees twenty two crore one lakh eighty two thousand six hundred) divided into 2,20,18,260 (two crore twenty lakh eighteen thousand two hundred sixty) Equity Shares of Rs.10/- each.

During the year under review, your Company has reclassified the Authorized Share Capital of the Company from Rs. 42,02,00,000/- (Rupees Forty-Two Crore Two Lakh only) consisting of 2,20,20,000 (Two Crore Twenty Lakh Twenty Thousand) Equity Shares of Rs. 10/- (Rupees Ten) each and 2,00,00,000 (Two Crore) Preference Shares of Rs.10/- (Rupees Ten) each to Rs. 42,02,00,000/- (Rupees Forty-Two Crore Two Lakh only) consisting of 4,20,20,000 (Four Crore Twenty Lakh Twenty Thousand) Equity Shares of Rs. 10/- (Rupees Ten) each." in its Annual General Meeting held on September 30, 2024.

The Company have issued and allotted 76,18,000 Warrants convertible into equity shares of face value of Rs.10/- each, at a premium of Rs.36.16/- per warrant in the ratio of one equity share for every one warrant on preferential basis pursuant to In-principle approval of National Stock Exchange vide NSE/LIST/36000 dated July 07, 2023, out of which conversion of total 38,01,000 warrants were outstanding at the end of the FY 2023-24. Now all outstanding warrants converted into equity shares during the year and Company obtained the Listing as well as Trading Approval of such equity shares.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company are prepared in accordance with relevant Accounting Standards issued by the Institute of Chartered Accountants of India and form part of this annual report. A statement containing the salient features of the Companys subsidiaries, associate and joint venture Company in the prescribed form AOC-1 is enclosed as Annexure-1 to the Annual Report.

DEPOSITS

During the year under review, your company has not accepted or renewed any deposit within the meaning of Section 73 of the Companies Act 2013 and the rules made there under.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on March 31, 2025, the Company have one associate company which details as follows-

Name and address of the Company	CIN/ GLN	Holding/ Subsidiary/ Associate	% of shares held	Applicable section
Modway Suiting Private Limited (Formerly known as Cyan Textile Private Limited) 470, Industrial Area, Biliya Khurd, Pur Road, Bhilwara-311001	U18108RJ1986PTC003788	Associate	41.06	Section 2(6) of Companies Act, 2013

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, with respect to Directors

Responsibility Statement, your Directors state that:

(a) in the preparation of the annual financial statements for the year ended March 31, 2025, the applicable accounting standards read with requirements set out under Schedule III of the Act have been followed and there are no material departures from the same;

(b) the Directors have selected such accounting policies as mentioned in notes to the Financial statements have been selected and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at March 31, 2025 and of the profit of the company for year ended on that date;

(c) the Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared annual financial statements have been prepared on a going concern basis;

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

(f) 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.

BOARD OF DIRECTORS, THEIR MEETINGs & KMPs

I. Constitution of the Board

The Board of directors are comprising of total 6(Six) Directors, which includes 3 (Three) Independent Directors. The Chairman of the Board is Promoter and Managing Director. The Board members are highly qualified with the varied experience in the relevant field of the business activities of the Company, which plays significant roles for the business policy and decision-making process and provide guidance to the executive management to discharge their functions effectively.

II. Board Independence

Our definition of Independence of Directors is derived from Regulation 16 of SEBI (LODR) Regulations, 2015 and Section 149(6) of the Companies Act, 2013. The Company is having following independent directors:

i) Mrs. Annie Zuberi

ii) Mrs. Amreen Shiekh

iii) Mr. Ramesh Agarwal

As per provisions of the Companies Act, 2013, Independent Directors shall not be liable to retire by rotation.

III. Declaration by the Independent Directors

All the Independent Directors have given their declaration of Independence stating that they meet the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013. Further that the Board is of the opinion that all the independent directors fulfill the criteria as laid down under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 during the year 2024-25.

IV. Directors liable to retire by rotation

In accordance with the provisions of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mrs. Samar Khan (DIN: 01124399), Whole Time Director of the Company is liable to retire by rotation at ensuing Annual General Meeting. The Board of Directors on the recommendation of the Nomination and Remuneration Committee has recommended their re-appointment.

V. Directors and Key Managerial Personnel

Followings are the Directors and KMPs of the Company:

S No Name of Directors/KMPs	Designation/Nature of Directorship
1 Mr. Mohammed Sabir Khan	Chairman cum Managing Director
2 Mr. Nasir Khan	Executive Director
3 Mrs. Samar Khan	Executive Director
4 Mrs. Amreen Sheikh	Independent Director
5 Mrs. Annie Zuberi	Independent Director
6 Mr. Ramesh Agarwal	Independent Director
7 Mr. Rahul Kumar Verma	Company Secretary & Compliance Officer
8 Mr. Prakash Chandra Jain	Chief Financial officer

VI. Meetings and Attendance of the Board

The Board meets at regular intervals to discuss and decide on company/business policy and strategy apart from other Board business. The notice of Board meeting is given well in advance to all the Directors.

The Board met 15 (fifteen) times in the Financial Year 2024-25. The frequency of and the quorum at these meetings were in conformity with the provisions of the Companies Act, 2013 and Secretarial Standard-1.

Attendance of each director in board meeting as follows:

Date of Meeting	Name of Directors
	Mr. Mohammed Sabir Khan	Mr. Nasir Khan	Mrs. Samar Khan	Mrs. Annie Zuberi	Mrs. Amreen Sheikh	Mr. Ramesh Agarwal
04.05.2024	Yes	Yes	Yes	Yes	Yes	Yes
01.06.2024	Yes	Yes	Yes	Yes	Yes	Yes
07.08.2024	Yes	Yes	Yes	No	Yes	No
27.08.2024	Yes	Yes	Yes	No	Yes	No
07.09.2024	Yes	Yes	Yes	Yes	Yes	Yes
10.09.2024	Yes	Yes	Yes	No	Yes	No
08.11.2024	Yes	Yes	Yes	Yes	Yes	Yes
14.11.2024	Yes	Yes	Yes	Yes	Yes	Yes
23.12.2024	Yes	Yes	Yes	Yes	Yes	Yes
07.01.2025	Yes	Yes	Yes	No	Yes	No
08.01.2025	Yes	Yes	Yes	No	Yes	No
14.01.2025	Yes	Yes	Yes	No	No	No
15.01.2025	Yes	Yes	Yes	No	No	No
16.01.2025	Yes	Yes	Yes	No	No	No
27.03.2025	Yes	Yes	Yes	Yes	Yes	Yes

VII. Separate Meeting of Independent Directors

As stipulated by the Code of Independent Directors under the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on 23^rd December, 2024 to review the performance of Non-Independent Directors (including the Chairman) and the entire Board. The Independent Directors also reviewed the quality, content and timelines of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties.

VIII. Companys policy on Directors Appointment and Remuneration

The Policy of the Company on Directors appointment and remuneration including criteria for determining qualifications, positive at tributes, independence of a Director and other matters provided under section 178(3), uploaded on companys website.

https://www.swarajsuiting.com/uploads/reports/

NOMINATION%20AND%20REMUNERATION%2QPOI,ICY.pdf

IX. Annual Evaluation by the Board

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 (10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee has laid down the criteria for evaluation of the performance of individual Directors and the Board as a whole. Based on the criteria the exercise of evaluation was carried out through a structured process covering various aspects of the Board functioning such as composition of the Board and committees, experience & expertise, performance of specific duties & obligations, attendance, contribution at meetings & Strategic perspectives or inputs regarding future growth of company, etc. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Director. The performance of the Independent Directors was carried out by the entire Board (excluding the Director being evaluated). The Directors expressed their satisfaction with the evaluation process.

COMMITTEES OF THE BOARD

The Company has following committees:

I. Audit Committee

The Company has constituted Audit Committee as per requirement of section 177 of the Companies Act 2013 and Regulation 18 of the SEBI (LODR) Regulations, 2015. The terms of reference of Audit Committee are broadly in accordance with the provisions of SEBI (LODR) Regulations, 2015 and Companies Act, 2013. The Audit Committee comprises of the following Directors of the Company:

S. N. Name of Director	Nature of Directorship	Designation in Committee
1 Mrs. Amreen Sheikh	Independent Director	Chairperson
2 Mrs. Annie Zuberi	Independent Director	Member
3 Mr. Mohammed Sabir Khan	Managing Director	Member

During the financial year 2024-25, the Audit Committee met 5 (five) times on 04.05.2024, 30.05.2024, 07.09.2024, 14.11.2024 and 27.03.2025.

II. Nomination and Remuneration Committee

The Company has constituted a Nomination and Remuneration Committee in accordance with section 178 of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The Nomination and Remuneration Committee comprises of the following Directors of the Company:

S. N. Name of Director	Nature of Directorship	Designation in Committee
1 Mrs. Annie Zuberi	Independent Director	Chairperson
2 Mrs. Amreen Sheikh	Independent Director	Member
3 Mr. Ramesh Agarwal	Independent Director	Member
3 Mr. Mohammed Sabir Khan	Managing Director	Member

During the financial year 2024-25, the Nomination and Remuneration Committee met 2 (two) times on 07.09.2024 and 23.12.2024.

III. Stakeholders Relationship Committee

The Company has constituted a Stakeholders Relationship Committee in accordance with section 178 of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The Committee considers and approves various requests regarding annual report and to redress complaints of the shareholders. The Stakeholders Relationship Committee comprises the following Directors:

S. N. Name of Director	Nature of Directorship	Designation in Committee
1 Mrs. Annie Zuberi	Independent Director	Chairperson
2 Mrs. Amreen Sheikh	Independent Director	Member
3 Mr. Mohammed Sabir Khan	Managing Director	Member
3 Mr. Nasir Khan	Whole Time Director	Member

During the financial year 2024-25, the Stakeholders Relationship Committee met on 27.03.2025.

IV. Corporate Social Responsibility (CSR) Committee

The Company has constituted a CSR Committee in accordance withsection135 of the Companies Act, 2013. The CSR Committee comprises the following Directors:

S. N. Name of Director	Nature of Directorship	Designation in Committee
1 Mrs. Amreen Sheikh	Independent Director	Chairperson
2 Mr. Mohammed Sabir Khan	Managing Director	Member
3 Mr. Nasir Khan	Whole Time Director	Member

During the financial year 2024-25, the CSR Committee met on 07.08.2024.

V. MEETINGS OF MEMBERS

During the year under the 21^st Annual General Meeting of the Company hold on 30^th September, 2024.

DEMATRIALISATION OF SECURITIES:

The Companys Equity Shares are admitted in the system of Dematerialization by both the Depositories namely NSDL and CDSL. As on report date all 2,20,18,260 equity shares dematerialized through depositories viz. National Securities Depositories Limited and Central Depositories Services (India) Limited, represents whole 100% of the total issued, subscribed and paid-up share capital of the Company. The ISIN allotted to your Company is INE0GMR01016.

REGISTRAR AND SHARE TRANSFER AGENT

The Company has appointed Bigshare Services Private Limited as its Registrar and Share Transfer Agent .The Registered Office of Bigshare Services Pvt. Ltd. situated at Office No. S6-2, 6^th Floor, Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road, Andheri (East), Mumbai-400093.

AUDITORS AND AUDITORS REPORT

I. SATUTORY AUDITOR

M/s KARP & Co. (formerly known as Alok Palod & Co.), Chartered Accountants, were appointed as the Auditors of the Company for a term of 5 (five) consecutive years, at the 21^st AGM held on September 30, 2024. The Auditors have confirmed that they are not disqualified from continuing as the Auditors of the Company.

The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer. The Notes to the financial statements referred in the Auditors Report are self-explanatory and do not call for any further comments.

II. INTERNAL AUDITORS

Pursuant to Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 (asamended), the Board of Directors, on the recommendations of the Audit Committee, of the Company, has appointed M/s Dinesh Agal & Co, Chartered Accountants, Bhilwara, [ICAI Firm Registration No.- 016806C], as the Internal Auditors of the Company for the financial year 2024-25.

The Internal Audit Finding/s and Report/s submitted by the said Internal Auditors, during the financial year, to the Audit Committee and Board of Directors of the Company, do not contain any adverse remarks and qualifications hence do not call for any further explanation/s by the Company.

III. SECRETARIAL AUDITORS

The Board had appointed M/s Sanjay Somani & Associates, Company Secretaries, Bhilwara, [ICSI Membership No.FCS-6958 & Certificate of Practice No. 5270], to conduct Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit Report for the financial year ended March 31, 2025 is annexed and marked as Annexure-2 to this Report. The Secretarial Audit Report does not contain any qualification, reservation disclaimer.

In accordance with the recent amendments to the Listing Regulations, the Board has recommended to the members for their approval, appointment of M/s Sanjay Somani & Associates, Company Secretaries, as the Secretarial Auditor of the Company, for a term of 5 (five) consecutive financial years commencing from the financial year 2025-26 to the financial year 2029-30

IV. COST AUDITORS

As per the requirement of the Central Government and pursuant to section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, the Board has appointed M/s Avnesh Jain & Company, Cost Accountants (FRN: 101048), being eligible, to conduct Cost Audit of the Company for the financial year 2025-26 at a remuneration of Rs.35,000/- subject to ratification by members. Accordingly, the proposal has been included in the notice to ratify the remuneration being offered.

In accordance with the provisions of Section 148(1) of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 the Company has maintained the Cost Records.

INTERNAL FINANCIAL CONTROLS

The Company has laid down Internal Financial Controls that include a risk-based framework to ensure orderly and efficient conduct of its business, safeguarding of its assets, accuracy and completeness

of the accounting records and assurance on reliability of financial information. The Company maintains adequate and effective internal control systems commensurate with its size and complexity. An independent internal audit function is an important element of the Companys internal control systems. This is executed through an extensive internal audit programme and periodic review by the management and the Audit Committee.

The Audit Committee has satisfied itself on the adequacy and effectiveness of the internal financial control systems laid down by the management. The Statutory Auditors have confirmed the adequacy of the internal financial control systems over financial reporting.

Further, details of internal control systems are given in the Management Discussion and Analysis which forms part of this Annual Report.

CREDIT RATING

During the year 2024-25, Crisil Ratings Limited has assigned & reaffirmed the ratings for Bank Loan facilities of the Company. The details of latest Credit Rating assigned & reaffirmed to the Company are given below: -

	Amount (Rs. in crore)	Credit Rating
Total bank Loan facilities	340.00	Crisil BBB Stable Reaffirmed

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In pursuance of Section 177 (9) of the Companies Act, 2013 and the regulation 22 of the Listing Regulations and with the objective of pursuing the business in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior and to encourage and protect the employees who wish to raise and report their genuine concerns about any unethical behavior, actual or suspected fraud or violation of Companys Code of Conduct, the Company has adopted a Whistle Blower Policy. The policy has been disclosed on the website of the Company under the link:

https://www.swarajsuiting.com/uploads/reports/Whistle%20

Blower%20Policy-%20Vigil%20Mechanism.pdf

PREVENTION OF INSIDER TRADING

In view of the SEBI (Prohibition of Insider Trading) Regulation, 2015 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 details of the Insider Trading Policy have posted on the website of the Company at following link:

(Link: https://www.swarajsuiting.com/uploads/reports/Policy%20 on%20lnsider%20Trading.pdf )

The Code requires Trading Plan, pre-clearance for dealing in the Companys 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. However, there were no such instances in the Company during the year 2024-25.

RISK MANAGEMENT

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.

The Board of Directors of the Company and the Audit Committee shall periodically review and evaluate the risk management system of the Company so that the management controls the risks through properly defined network. Head of Departments shall be responsible for implementation of the risk management system as may be applicable to their respective areas of functioning and report to the Board and Audit Committee.

The Company has not made Risk Management Committee, but the Board of Directors and Audit Committee is looking after the Risk Management of the Company.

MATERIAL CHANGES & COMMITMENTS

There have been no material changes and commitments, if any, affecting the financial position of the Company which has occurred between the end of the financial year and date of this report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has in place a Policy and constituted an internal complaints committee to redress complaints regarding sexual harassment of women at workplace. The committee has informed following status of complaints during the year:-

(a) Number of complaints of sexual harassment received during the year : Nil

(b) Number of complaints disposed-off during the year : Nil

(c) Number of complaints pending for more than 90 days : Nil

(d) Number of complaints pending at the end of the year : Nil MATERNITY BENEFIT

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

ANNUAL RETURN

Kindly take note that the Annual Return as required under Section 92 of the Companies Act, 2013 will be made available on the website of the Company after conclusion of the AGM in below link:

(Link: https://www.swaraisuiting.com/annual-return)

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of loans, guarantees or investments, if any, covered under the provisions of Section 186 of the Act are given in the notes to the financial statements

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered during the financial year, were on the arms length basis and were in the ordinary course of business and do not attract the provisions of section 188 of the Companies Act, 2013. Thus, disclosure in form AOC-2 is not required.

All Related Party Transactions were placed before the Audit Committee for approval. A policy on the related party Transitions was framed & approved by the Board and posted on the Companys website at below link:

https://www.swaraisuiting.com/uploads/reports/POLICY%20

QN%20RELATED%20PARTY%20TRANSACTIQNS.pdf

However, you may refer to Related Party Transactions, as per the Accounting Standards, in the notes forming part of the financial statements.

MANAGEMENT DISCUSSION AND ANALYSIS REPORTS

As per Regulation 34 (e) read with schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the management Discussion and Analysis Report of the Company for the year ended is set out in this Annual Report as "Annexure-3."

HUMAN RESOURCES

The Company treats its "Human Resources" as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. The Company thrust is on the promotion of talent internally through iob rotation and iob enlargement.

RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES REMUNERATION AND PARTICULARS OFEMPLOYEES

Pursuant to provision of section 197 of Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details of employees given in the "Annexure-4".

The information as required to be provided in terms of Section 197 (12) of the Act read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as "Annexure-5" to this Report.

COMPLIANCES OF SECRETARIAL STANDARDS

The Board of Directors confirms that the Company, has duly complied and is in compliance, with the applicable Secretarial Standard/s, namely Secretarial Standard-1 (‘SS-1) on Meetings of the Board of Directors and Secretarial Standard -2 (‘SS-2) on General Meetings, during the financial year 2024-25 ended 31^st March 2025.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies

(Accounts) Rules, 2014, is annexed herewith as “Annexure-6". CORPORATE SOCIAL RESOPOSIBILITY

In pursuant to Section 135 of the Companies Act, 2013 read with rules framed there under a CSR Policy to ensure Social Responsibilities has been adopted.

The CSR Policy has been uploaded on the website of the Company at following link: (https://www.swarajsuiting.com/uploads/reports/ CSR%20Policy.pdf)

In view of the profits and turnover of the company, your Company was required to undertake CSR projects during the year 2024-25 under the provisions of section 135 of the Companies Act, 2013 and the rules made their under. As part of its initiatives under "Corporate Social Responsibility (CSR)", the Company has undertaken various activities, which are in accordance with CSR Policy of the Company and Schedule VII of the Companies Act, 2013. The Annual Report on CSR activities is annexed herewith as "Annexure-7".

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

During the year under review there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

DISCLOSURE FOR FRAUD AGAINST THE COMPANY

In terms of provision of section 134(3)(ca) of the Companies Act, 2013, There were no instances of fraud which are reported by Auditors of the Company under section 143(12) of the Companies Act, 2013 to the Audit Committee.

CODE OF CONDUCT

Regulation 17(5) of the SEBI (LODR) Regulations, 2015 requires listed companies to lay down a Code of Conduct for its directors and senior management, incorporating duties of directors as laid down in the Companies Act, 2013. The Company has adopted a Code of Conduct for all Directors and Senior Management of the Company and same is hosted on the website of the company at following link:

(https://www.swaraisuiting.com/uploads/reports/Code%20 of%2 0Conduct%2 0for%20Directors%20&%20Senior%2 0 Management%20Personnel.pdf)

CORPORATE GOVERNANCE

The Company being listed on the EMERGE Platform of National Stock Exchange of India Limited, therefore pursuant to Regulation 15(2)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Part C of Schedule V relating to compliance of Corporate Governance shall not applicable to the Company. Further, The Company need not require complying with requirements as specified in Part E of Schedule II pursuant to Regulation 27(1) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and submitting Compliance Report on Corporate Governance on quarterly basis pursuant to Regulation 27(2) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Hence no Corporate Governance Report is required to be disclosed with Annual Report.

INDUSTRIAL RELATIONS

During the year under review your Company enjoyed cordial relationship with workers and employees at all levels.

CHANGE IN THE NATURE OF BUSINESS

During the year under review there is no change in the nature of the business and commercial activities of the company.

INVESTORS EDUCATION AND PROTECTION FUND

During the financial year 2024-25 ended on 31^st March 2025 under review, there were no amount/s which is required to be transferred to the Investor Education and Protection Fund by the Company. As such, no specific details are required to be given or provided.

DETAILS OF APPLICATION MADE OR ANY PROCESSING PENDING UNDER THE IBC2016

During the year under review no application was made, further no any proceeding pending under the Insolvency and Bankruptcy Code, 2016 against the Company.

DIFFERENCE IN VALUATION

During the year under review there was no case of one time settlement with financial institution so the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions are not applicable to the company.

SUSPENSION OF TRADING

There was no occasion wherein the equity shares of the Company have been suspended for trading during the financial year 2024-25.

ACKNOWLEDGEMENT

It is our belief that we have a leadership team with right experience and skills to take us into next decade of growth. We continue to build our skills and add appropriate resources, which help the company deliver solid results in the years to come. The Board of Directors also take this opportunity to extend its sincere thanks for co-operation and assistance received by the Company from the Central - State - Local Government and other regulatory authorities, Bankers, Members, Customers, Suppliers.

The Directors also record their appreciation of the dedication of all the employees at all levels for their support and commitment to ensure that the Company continues to grow.

For and on behalf of the Board of Directors

Mohammed Sabir Khan

Chairman and Managing Director

Bhilwara, September 08, 2025