Swaraj Suiting Ltd Directors Report

Dear Members,

The Board of Directors are pleased to present the Companys 23rd Annual Report and the Companys Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2026.

FINANCIAL SUMMARY/ HIGHLIGHTS

The audited financial statements (standalone and consolidated) of the Company, prepared in accordance with Indian Accounting Standards (Ind AS), are provided in this Annual Report. Highlights of the financial performance (standalone and consolidated) of the Company for the financial year ended 31st March, 2026, is summarised below:

Particulars	STANDALONE Rs. lakh	CONSOLIDATED Rs. lakh
	2025-26	2024-25	2025-26	2024-25
Turnover (a) Domestic	53,555.12	39,402.84	53,555.12	39,402.84
(b) Export	4,118.81	2,254.00	4,118.81	2,254.00
Revenue from operations	57,673.93	41656.84	57,673.93	41656.84
Other Income	850.39	179.55	850.39	179.55
Total Revenue	58,524.32	41,836.39	58,524.32	41,836.39
Profit before depreciation, finance cost, exceptional items & tax expenses	12,004.38	7,484.58	12,004.38	7,484.58
Less: Depreciation/ Amortization / Impairment	2,251.33	1,135.92	2,251.33	1,135.92
Profit before finance cost, exceptional items & tax expenses	9,753.05	6,348.66	9,753.05	6,348.66
Less : Finance Cost	3,041.28	1,905.78	3,041.28	1,905.78
Profit before exceptional items & tax expenses	6,711.77	4,442.88	6,711.77	4,442.88
Less- Exceptional Items	0.00	0.00	0.00	0.00
Profit before tax expenses Less: -Tax expenses	6,711.77	4,442.88	6,711.77	4,442.88
• Current Tax	997.82	638.08	997.82	638.08
• Deferred Tax	477.38	490.20	477.38	490.20
Profit after Tax	5,236.57	3,314.60	5,236.57	3,314.60
Other Comprehensive Income	34.46	17.06	34.46	17.06
Profit of Associate concern	-	-	131.07	16.24
Total Comprehensive Income	5,271.03	3,331.66	5,402.10	3,347.90

RESULTS OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS

The highlights of the companys performance (standalone) for the year ended March 31, 2026 are as under:

• Revenue from operations increased by 38.45 % to 557,673.93 lakh

• PBDIT increased by 60.39 % to 512004.38 lakh

• Profit Before Tax increased by 51.06 % to 56711.78 lakh

• Net Profit increased by 57.98 % to 55236.57 lakh

OPERATIONS

Your Directors are pleased to report that, your company have recorded highest standalone revenue of 557,673.93 lakh from operations in current year as compared to 541656.84 lakh in the previous year, with a significant growth of 38.45 %, the consolidated revenue as same as standalone revenue.

The Company has recorded highest export revenue of 54118.81 Lakh in the current fiscal year, up from 52254 Lakh in the previous year, marking a notable increase. The export volume has risen to 20.81 Lakh mtr., compared to 11.93 Lakh mtr. in the previous year. Exports constitute 7.14% 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 512004.38 lakh in the current year under review as compared to 57,484.58 lakh in the previous year, a significant growth of about 60.39%.

The Cash profit (PBDT) of the Company for the current year has increased to 58963.10 lakh as against 55578.80 lakh, an impressive spike of about 60.66 % over the previous year.

The Profit after Tax (PAT) of the Company has increased to 55,236.57 lakh for the current year as against 53314.60 lakh in the previous year and registered a significant upsurge of about 57.98%.

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 2025-26.

TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire profits for financial year 2025-26 under Retained Earnings.

Accordingly, the Company has not transferred any amount to the Reserves for the year ended March 31, 2026.

UPDATE ON EXAPNSION PLANS

During the year under review, the Company undertake a major expansion project for setting up an additional Spinning Division at its Neemuch Unit- II, located at Village Soniyana, Tehsil Jiran, District Neemuch, Madhya Pradesh. It may be noted that the Company had successfully commissioned its first Spinning Project at Neemuch Unit-II in March 2025 with 22,656 spindles and an installed capacity of 7,344 tonnes of yarn per annum. The new expansion project envisages the establishment of a spinning facility with an aggregate installed capacity of 25,500 tonnes of yarn per annum, comprising a Ring Spinning Section with a capacity of 16,500 tonnes per annum through installation of

56,880 ring spindles and an Open End Spinning (Rotor) Section with a capacity of 9,000 tonnes per annum through installation of 3,000 rotors. The estimated project cost is 5421.36 Crore, for which the Company has tied up term loan facilities aggregating to 5288.00 Crore from its consortium lenders. The balance funding requirement is met and proposed to be met through proceeds from the preferential issue of securities, internal accruals and promoter contribution. The project is expected to further strengthen the Companys backward integration, enhance operational efficiencies and support its long-term growth strategy.

CAPITAL STRUCTURE

The Capital structure of the Company as on 31.03.2026 as follows:

The Authorized Share Capital of the Company is 542,02,00,000/- (Rupees Forty-Two Crore Two Lakh only) consisting of 4,20,20,000 (Four Crore Twenty Lakh Twenty Thousand) Equity Shares of 510/- (Rupees Ten) each.

During the year under review, the Company, pursuant to the in-principle approval granted by the National Stock Exchange of India Limited ("NSE") vide letter no. NSE/LIST/52240 dated January 23, 2026, approved the issuance of up to 43,53,500 Equity Shares of face value 510/- each at an issue price of 5236/- per Equity Share (including a premium of 5226/- per Equity Share) on a preferential basis. Out of the aforesaid approved issuance, 33,71,400 Equity Shares were allotted on February 06, 2026 due to under-subscription. The Company subsequently received trading approval from NSE for the said Equity Shares on April 09, 2026.

Further, pursuant to the in-principle approval granted by NSE vide letter no. NSE/LIST/52250 dated January 23, 2026, the Company approved the issuance of up to 67,27,000 Convertible Warrants of face value 510/- each at an issue price of 5236/- per Warrant (including a premium of 5226/- per Warrant), each carrying an entitlement to apply for and be allotted one Equity Share of the Company upon conversion. Out of the aforesaid approved issuance, 62,25,500 Warrants were allotted on February 07, 2026 due to undersubscription.

During the year, 9,20,500 Warrants were converted into an equivalent number of Equity Shares. Consequently, as on March 31, 2026, 53,05,000 Warrants remained outstanding and were eligible for conversion into an equivalent number of Equity Shares within the prescribed period in accordance with the applicable provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations") and the terms of issue.

Pursuant to the aforesaid preferential issue of Equity Shares, the Issued, Subscribed, and Paid-up Equity Share Capital of the Company as on 31st March 2026 stands at Rs.26,31,01,600/- (Rupees Twenty-Six Crore Thirty-One Lakh One Thousand Six Hundred only), divided into 2,63,10,160 (Two Crore Sixty-Three Lakh Ten Thousand One Hundred Sixty) Equity Shares of face value S10/- each.

CONSOLIDATED FINANCIAL STATEMENTS

The Audited Consolidated Financial Statements of

the Company for the financial year ended 31st March, 2026 have been prepared in accordance with the applicable Indian Accounting Standards (Ind AS) notified under the Companies (Accounts) Rules, 2014 read with Section 133 of the Companies Act, 2013. A statement containing the salient features of the Companys associate 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, 2026, the Company have one associate company which details as follows-

S No Name and address of the Company	cin/ gln	Holding/ Subsidiary/ Associate	% of shares held	Applicable section
1 Modway Suiting Private Limited (Formerly known as Cyan Textile Private Limited) F-485, RIICO Growth Centre, Hamirgarh, Swaroopganj, Bhilwara	U18108RJ1986PTC 003788	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, 2026, 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, 2026 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 six Directors, which includes 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 Khan

ii) Mrs. Amreen Shiekh

iii) Mrs. Anam Hamid*

*Mrs. Anam Hamid was appointed as a NonExecutive Independent Director of the Company with effect from December 26, 2025, to fill the vacancy caused by the demise of Mr. Ramesh Agarwal, Independent Director, on October 01, 2025.

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

III. Declaration by the Independent Directors

The Company has received declarations from all the Independent Directors under Section 149(7) of the Companies Act, 2013 (herein after referred as "the Act") and Regulations 25(8) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as Listing Regulations) confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulations 16(1)(b) of the Listing Regulations. The Independent Directors have complied with the Code for Independent Directors prescribed under Schedule IV of the Act and the Listing Regulations. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience (including proficiency) and expertise and they hold highest

Followings are the Directors and KMPs of the Company:

standards of integrity. Further, Independent Directors fulfill the conditions of appointment as specified in the Listing Regulations and in the Act and are Independent of the Management. The names of Independent Directors are included in Independent Directors data bank maintained with the Indian Institute of Corporate Affairs (IICA) in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

IV. Directors liable to retire by rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Nasir Khan (DIN: 07775998), 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. Change in Directors and Key Managerial Personnel

During the year the Board of Directors of the Company based on the recommendation of the Nomination and Remuneration Committee, appointed Mrs. Anam Hamid as an Additional Director designated as an Independent Director of the Company with effect from December 26, 2025, to fill the vacancy caused by the demise of Mr. Ramesh Agarwal, Independent Director, on October 01, 2025. The members of the Company, vide resolution passed on March 25, 2026 through postal ballot, approved the appointment of Mrs. Anam Hamid as an Independent Director of the Company for a term of 5 (five) consecutive years with effect from December 26, 2025.

S. No. Name of Directors/KMPs	din/pan	Designation
1 Mr. Mohammed Sabir Khan	00561917	Chairman & Managing Director
2 Mr. Nasir Khan	07775998	Whole-Time Director
3 Mrs. Samar Khan	01124399	Whole-Time Director
4 Mrs. Amreen Sheikh	09027151	Independent Director
5 Mrs. Annie Zuberi Khan	08849178	Independent Director
6 Mrs. Anam Hamid	11442127	Independent Director
7 Mr. Rahul Kumar Verma	AQCPV6650M	Company Secretary & Compliance Officer
8 Mr. Prakash Chandra Jain	ACZPJ6386K	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 16 (Sixteen) times in the Financial Year 2025-26. 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:

	Name of Directors
Date of Meeting	Mr. Mohammed Sabir Khan	Mr. Nasir Khan	Mrs. Samar Khan	Mrs. Annie Zuberi Khan	Mrs. Amreen Sheikh	Mr. Ramesh Agarwal*	Mrs. Anam Hamid*
09.05.2025	Yes	Yes	Yes	Yes	Yes	Yes	-
30.05.2025	Yes	Yes	Yes	Yes	Yes	Yes	-
26.06.2025	Yes	Yes	Yes	No	Yes	No	-
06.08.2025	Yes	Yes	Yes	No	Yes	No	-
20.08.2025	Yes	Yes	Yes	Yes	Yes	No	-
08.09.2025	Yes	Yes	Yes	Yes	Yes	No	-
24.10.2025	Yes	Yes	Yes	Yes	Yes	-	-
14.11.2025	Yes	Yes	Yes	Yes	Yes	-	-
25.11.2025	Yes	Yes	Yes	Yes	Yes	-	-
16.12.2025	Yes	Yes	Yes	Yes	Yes	-	-
26.12.2025	Yes	Yes	Yes	Yes	Yes	-	Yes
06.02.2026	Yes	Yes	Yes	No	Yes	-	Yes
07.02.2026	Yes	Yes	Yes	No	No	-	Yes
13.02.2026	Yes	Yes	Yes	Yes	Yes	-	Yes
19.03.2026	Yes	Yes	Yes	No	Yes	-	No
31.03.2026	Yes	Yes	Yes	Yes	Yes	-	Yes

* Mrs. Anam Hamid was appointed as a Non-Executive Independent Director of the Company with effect from December 26, 2026, to fill the vacancy caused by the demise of Mr. Ramesh Agarwal, Independent Director, on October 01, 2026.

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 13th February, 2026 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%20POLICY.pdf

IX. Performance evaluation of the Board, its committees, and Individual Directors

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 Directors. 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 Khan	Independent Director	Member
3 Mr. Mohammed Sabir Khan	Managing Director	Member

During the financial year 2025-26, the Audit Committee met 6 (Six) times on 30.05.2025, 20.08.2025, 14.11.2025, 25.11.2025, 13,02,2026, and 31.03.2026.

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. No. Name of Director	Nature of Directorship	Designation in Committee
1 Mrs. Annie Zuberi Khan	Independent Director	Chairperson
2 Mrs. Amreen Sheikh	Independent Director	Member
3 Mr. Ramesh Agarwal*	Independent Director	Member
4 Mrs. Anam Hamid*	Independent Director	Member

*During the period under review, the committee was reconstituted due to the sad demise of Mr. Ramesh Agarwal on October 01, 2025. Subsequently, Mrs. Anam Hamid was appointed as an Independent Director and inducted into the committee with effect from December 26, 2025.

During the financial year 2025-26, the Nomination and Remuneration Committee met 2 (two) times on 30.05.2025 and 16.12.2025.

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 Khan	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 2025-26, the Stakeholders Relationship Committee met 4 (Four) times on 30.05.2025. 06.08.2025, 24.10.2025, and 13.02.2026,.

III. Corporate Social Responsibility (CSR) Committee

The Company has constituted a CSR Committee in accordance with section 135 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 2025-26, the CSR Committee met on 30.05.2025.

MEETINGS OF MEMBERS

During the year under review, the Members of the Company approved various matters through three General Meetings, comprising two Postal Ballots conducted through remote e-voting on September 25, 2025 and March 25, 2026, respectively, and one Extra-Ordinary General Meeting held on December 24, 2025. Further, the 22nd Annual General Meeting of the Company was held on September 30, 2025.

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 2,63,10,160 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 at the end financial year March 31, 2026 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, 6th 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 21st 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 selfexplanatory 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 (as amended), 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 2025-26.

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

M/s Sanjay Somani & Associates, Practicing Company Secretary, was appointed 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, at the 22nd AGM held on September 30, 2025.

The Secretarial Audit Report for the financial year ended March 31, 2026 is annexed and marked as Annexure-2 to this Report. The Secretarial Audit Report does not contain any qualification, reservation disclaimer.

CS Sanjay Somani has confirmed that he is not disqualified from continuing as the Secretarial Auditor of the Company.

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 2026-27 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 2025-26, 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	340.00	Crisil BBB+
Loan		Stable
facilities		Upgraded (Long Term Rating)

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%20Blower%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: https://www.swarajsuiting.com/uploads/reports/Pol icy%20on%20Insider%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 2025-26.

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 nonbusiness 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: https://www.swarajsuiting.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:

The details of Related Party Transactions entered during the Financial Year are provided in note no. 45 of financial statements. All the related party transactions entered during the year are entered on arms length basis and in the ordinary course of business. During the period under review, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the Policy on Materiality of and Dealing with Related Party Transactions. The Company has complied with all the applicable provisions of the Act and Listing Regulations in this regard. There were no transactions requiring disclosure under Section 134(3)(h) of the Act. Hence, the prescribed Form AOC-2 does not form a part of this Annual Report.

The Policy on Related Party transactions is available at the website of the Company under the link: https://www.swarajsuiting.com/uploads/reports/RP T.pdf

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 job rotation and job 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-3".

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-4" 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 2025-26 ended 31st March 2026.

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-5".

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 2025-26 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-6".

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.swarajsuiting.com/uploads/reports/Co de%20of%20Conduct%20for%20Directors%20&%20Se nior%20Management%20Personnel.pdf

CORPORATE GOVERNANCE

The Company is committed to maintain the high standards of Corporate Governance and adhere to the requirements set out in the Act and Listing Regulations. Pursuant to regulation 34(3) of the Listing Regulations, the Reports on Corporate Governance and Management Discussions & Analysis have been incorporated in the Annual Report and form an integral part of the Boards Report. A Certificate from Auditors confirming compliance to conditions of Corporate Governance as stipulated under Listing Regulations forms part of this Annual Report.

UPDATE ON UTILISATION OF PRFERENTIAL ISSUE PROCEEDS

During the financial year under review, the Company raised 579.56 crore through preferential allotment of 33,71,400 Equity Shares at an issue price of 5236 per Equity Share and allotted 62,25,500 Convertible Warrants at an issue price of 5236 per Warrant, aggregating to 5146.92 crore. As on March 31, 2026, the Company had received 553.02 crore against the Warrants, comprising 536.73 crore received at the time of allotment and 516.29 crore received upon conversion of Warrants into Equity Shares. The balance amount of 593.90 crore is receivable upon exercise of the outstanding Warrants within the prescribed period of 18 months from the date of allotment.

Out of the proceeds raised through the preferential allotment of Equity Shares, 569.32 crore was utilised towards Working Capital and General Corporate Purposes, while 510.24 crore remained unutilised and earmarked for Capital Expenditure. Further, out of the proceeds received against the preferential allotment and conversion of Warrants, 549.92 crore was utilised towards Working Capital and General Corporate Purposes, while 5101.80 crore remained allocated for Capital Expenditure and is proposed to be utilised in accordance with the objects of the issue.

During the period under review, The Company has utilised an amount of 54.80 Crore out of the proceeds of the preferential issue of Warrants, towards the object of Working Capital in excess of the amount originally allocated towards the said object. Consequently, the proceeds available for Capital Expenditure stood reduced by 54.80 Crore for subsequent utilization, representing a variation from the revised cost of objects pursuant to under subscription, however the monitoring agency CRISIL Rating Limited has reported the aforesaid utilisation as a deviation in its report. The aforesaid variation is only in the allocation and utilisation of the proceeds between the existing objects of the Preferential Issue, i.e., from Capital Expenditure to Working Capital. There is no change in the nature or scope of the objects for which the funds were raised, and the funds continue to be utilised towards the objects originally approved by the members. Further, as a consequence of the aforesaid variation, the balance requirement towards Capital Expenditure shall be met by the Company from its internal accruals, internal resources and/or such other available sources, as may be determined by the Board of Directors from time to time.

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 2025-26 ended on 31st March 2026 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 IBC 2016

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 2025-26.

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 06, 2026