To, The Members of SWASTI VINAYAKA SYNTHETICS LIMITED,
Your directors have pleasure in presenting their 44th Annual Report on the business and operations of the Company along with the Audited Statement of Accounts for the year ended 31st March, 2026.
The Boards Report is prepared based on the standalone financial statements of the Company.
The Companys financial performance reflecting state of affairs for the year under review along with previous years figures is given hereunder:
(Rs. In Thousands)
| Sr. No. | Particulars | 2025-26 | 2024-25 |
| Revenue from Operations | 320276 | 383806 | |
| Other Income | 18468 | 1777 | |
| 1. | Total Income | 338744 | 385583 |
| Expenses | |||
| Cost of material consumed | 141175 | 187426 | |
| Purchase of Stock in Trade | 35834 | 57745 | |
| Changes in Inventories of finished goods, work-in Progress and stock in trade | (23439) | (17083) | |
| Employee Benefit Expense | 27566 | 22805 | |
| Finance Cost | 9173 | 7334 | |
| Depreciation and amortization expense | 4032 | 3617 | |
| Other Expense | 104133 | 91194 | |
| 2. | Total Expense | 298474 | 353038 |
| Profit before Tax | 40270 | 32545 | |
| 3. | Tax Expense | ||
| Current Income Tax | (5700) | (8300) | |
| Deferred Income Tax | (4068) | (13) | |
| 4. | Profit After Tax | 30502 | 24232 |
| Other Comprehensive Income | (959) | 124 | |
| 5. | Total Comprehensive Income for the period | 29543 | 24356 |
| 6. | Balance Carried from previous year | 103681 | 79326 |
| 7. | Balance carried to Balance Sheet | 133224 | 103681 |
| 8. | Basic and diluted EPS | 0.33 | 0.27 |
The Company is engaged in the manufacturing of suiting, shirting and apparels. There has been no change in the business of the Company during the financial year ended March 31, 2026.
In order to conserve the resources of the Company and to plough back the profits for growth, the Board of Directors of the Company have decided not to recommend any dividend on the equity shares of the Company for the financial year ended March 31, 2026.
The Board does not propose any amount to carry to Reserves for the F.Y. 2025-26 and Profit earned during the F.Y. 2025-26 is proposed to be retained in the Profit & Loss Account, for the F.Y. ended on March 31, 2026.
During the period under review, revenue from operations of the Company in the financial year 2025-26 stands at Rs. 320276 Thousand as compared to Rs. 383806 Thousand in the previous financial year. The profit after tax (PAT) stood at Rs. 30502 Thousand as compared to Rs. 24232 Thousand in the preceding financial year. Your directors are confident of improving the companys performance in the coming year, driven by the enhancements in the business activities and strategic initiatives.
Pursuant to Section 134(3)(c) and 134(5) of Companies Act, 2013, your Directors, to the best of their knowledge and belief and according to the information and explanation obtained by them, states and confirm that:
a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) The Directors had selected such accounting policies 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 the end of the financial year and of the profit and loss of the Company for that period;
c) The Directors had taken proper and sufficient care for the 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 had prepared the annual accounts on a going concern basis;
e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
f) 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.
A copy of the annual return as provided under section 92(3) and Section 134(3)(a) of the Companies Act, 2013 in the prescribed form, which will be filed with the Registrar of Companies/MCA, is hosted on the Companys website and can be accessed at . By virtue of amendment to Section 92(3) of the Companies Act, 2013 read with rule 12 of The Companies (Management and Administration) Rules, 2014, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Boards report.
As on March 31, 2026, the authorized share capital of the Company is Rs. 9,00,00,000 (Nine Crores) comprising of 9,00,00,000 (Nine Crores) equity shares of face value of Rs. 1/- (One) each and the paid-up equity share capital as on March 31, 2026 is Rs. 9,00,00,000 (Nine Crores) comprising of 9,00,00,000 (Nine Crores) equity shares of face value of Rs. 1/- each.
Pursuant to the applicable provisions of the Companies Act, 2013 read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules 2016 ("the IEPF rules") all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF, established by the Government of India, after the completion of seven years. Further, according to the rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the Demat Account of IEPF Authority.
a. Following are the details of the transfer to the IEPF made during the year as mentioned below:
During the year, your Company has transferred the unpaid and unclaimed dividend amounting to Rs. 263163.20 and 360810 shares pertaining to the financial year 2017-18 to the IEPF Authority.
During the F.Y. 2025-26, Company has transferred the amount of unpaid or unclaimed dividend and unclaimed shares as per the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules") to the IEPF, details of which is available on the website of the Company at .
There has been no change in the constitution of Board during the year under review i.e. the structure of the Board remains the same.
Mr. Madhusudan Lohia (DIN: 00175621), Independent Director of the Company, was re-appointed for a second term of five (5) years with effect from July 29, 2025, by the Board and approved by the Members at the AGM held on September 29, 2025.
In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Aryan Poddar (DIN: 00882779), Director retires by rotation at the ensuing Annual General Meeting ("AGM") and being eligible, offers himself for re-appointment. The Board recommends the proposal of his re-appointment for the consideration of the Members of the Company at the ensuing AGM and the same has been mentioned in the Notice convening the AGM.
Based on the recommendation of the Nomination and Remuneration Committee, Mr. Yash Rungta (DIN: 07334695) was appointed as an Additional Director at the Board Meeting held on August 14, 2026. His appointment is subject to the approval of the Members at the forthcoming AGM.
Additionally, Mr. Prabhat Poddar (DIN: 09637477) and Mrs. Shilpa Poddar (DIN: 00164141) have resigned from their positions as Directors w.e.f. September 01, 2026.
The brief profiles of the Directors proposed to be appointed or reappointed have been provided in the AGM Notice.
The particulars of every contract or arrangement entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto is disclosed in Form No. AOC-2 which is enclosed as Annexure I.
All Related Party transactions were placed before the Audit Committee and the Board for approval.
In terms of Section 204 of the Companies Act, 2013 and Rules made thereunder, M/s. Sandeep Dar and Co., Practicing Company Secretaries, have been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditors is enclosed as Annexure II (MR-3) to this report.
The report is self-explanatory and we are pleased to note that there is no material non-compliance reported.
Further, in terms of the Regulation 24A of SEBI Listing Regulations, the Board has recommended appointment of Sandeep Dar and Co, Practicing Company Secretary (COP: 1571, Membership No. 3159), Navi Mumbai as the Secretarial Auditor of the Company for a term of five consecutive financial years commencing from 2026-27. The appointment will be subject to shareholders approval at the ensuing AGM.
Your Company is engaged in the segment of Traditional Textiles. A detailed analysis on the performance of the industry, Company, internal control systems, risk and concerns are specified in the Management Discussion and Analysis Report, forming part of this Annual Report, is enclosed as Annexure III, as required under Regulation 34 read with Schedule V of the SEBI (LODR) Regulations, 2015.
The financial statement has been prepared in accordance with the relevant Accounting Standards, and no treatment different from that prescribed in the Accounting Standard has been followed, thereby obviating the need for any management explanation.
a) The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure IV and forms an integral part of this report.
b) Particulars of employees drawing remuneration in excess of limits prescribed under Section 197(12) read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:
There are no employees drawing remuneration exceeding Rupees One Crore and Two Lakhs per annum if employed throughout the financial year or Rupees Eight Lakh Fifty Thousand per month if employed for part of the financial year or draws remuneration in excess of Managing Director or Whole time Director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company.
The meetings of the Board of Directors of the Company and Committee meetings held during the year were in Compliance with the requirements of Companies Act, 2013 and Secretarial Standards (SS-1) issued by Institute of Companies Secretaries of India.
| Sr No. | Particulars | No of meetings held |
| 1. | Board Meeting | 11 |
| 2. | Audit Committee | 4 |
| 3. | Nomination and Remuneration Committee | 2 |
| 4. | Stakeholders Relationship Committee | 1 |
| 5. | Independent Directors | 1 |
Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an annual evaluation of its own performance and working of its committees. The Boards functioning was evaluated on various aspects, inter alia degree of fulfillment of key responsibilities, its structure and composition, establishment and delegation of responsibilities to various Committees. Directors were evaluated on aspects such as attendance and contribution at Board/Committee Meetings and guidance/support to the management of the Company. Areas on which the Committees of the Board were assessed included degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.
A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment safeguarding the interest of the Company and its minority shareholders etc. The Independent Directors of the Company met on January 21, 2026 without the presence of Non-Independent Directors and members of the management to review the performance of Non-Independent Directors and the Board of Directors as a whole; to review the performance of the Chairman and Managing Director of the Company and to assess the quality, quantity and timeliness of flow of information between the management and the Board of Directors. The performance evaluation of the Independent Directors was carried out by the entire Board. The Directors expressed their satisfaction with the evaluation process.
During the year under review, the Company had no Subsidiaries, Associates or Joint Ventures.
Furthermore, there are no companies that became or ceased to be its Subsidiaries, Joint Venture or Associate Companies during the financial year 2025-26.
The Company maintained cordial and harmonious industrial relations throughout the year, fostering a stable and productive work environment that supported the achievement of its business objectives.
The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. In the opinion of the Board, they fulfil the conditions specified in the SEBI (LODR) Regulations, 2015 and are independent of the Management. Further, they have confirmed that there has been no change in the circumstances or situation, which exist or may be reasonably anticipated, that could impair or impact the ability of Independent Directors to discharge their duties with an objective independent judgment and without any external influence. The Independent Directors hold high standards of integrity, expertise and experience.
The Board has evaluated the qualifications, experience, and skills of the Independent Directors appointed during the year and is of the opinion that they possess the necessary integrity, expertise and experience to provide independent judgement and oversight. The Board believes that their appointment will enhance the overall effectiveness of the Board and support the Companys strategic objectives.
The Nomination and Remuneration Committee is responsible for developing competency requirements for the Board, based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.
The Nomination and Remuneration Committee conducts a gap analysis to refresh the Board on a periodic basis, including each time a director appointment or reappointment is required. The Committee is also responsible for reviewing and vetting the resumes of potential candidates vis-a-vis the required competencies and meeting potential candidates, prior to making recommendations of their nomination to the Board. At the time of appointment, specific requirements for the position, including expert knowledge expected, is communicated to the appointee.
The Board of Directors has laid down a policy which sets out the framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The said policy is also uploaded on the website of the Company; i.e. .
At the Annual General Meeting held on September 30, 2025, M/s. Sanjay Raja Jain & Co, Chartered Accountants, (FRN 120132W), Mumbai, were appointed as Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the year 2030.
Their appointment is not required to be ratified in the Annual General Meeting pursuant to the Companies (Audit and Auditors) Second Amendment Rules, 2018 dated May 7, 2018.
The Auditors have provided their detailed report on the financial statements of the Company which opine on the true and fair view of the state of affairs of the Company. The report given by the auditors on the financial statement of the Company is part of the Annual Report.
We are pleased to note that there are no qualification, reservation, adverse remarks or disclaimer given by the auditors in their report.
The Company has implemented a Whistle Blower Policy providing a formal mechanism for the Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct. The Policy ensures for adequate protection for whistleblowers and safeguard against the victimization of employees who avails the mechanism and provides direct access to the Chairman of the Audit Committee. It is affirmed that no personnel have denied access to the Audit Committee.
The Whistle Blower Policy has been posted on the website of the Company .
Composition of Audit Committee as required under section 177(8) of the Companies Act, 2013.
The Composition of Audit Committee as on March 31, 2026 is as follows:
| Sr. No. | Name | Designation |
| 1. | Mr. Rahul Gupta | Chairman |
| 2. | Mr. Harsh Agarwal | Member |
| 3. | Mr. Dinesh Poddar | Member |
There have been no material changes and commitments, that have occurred between the end of the financial year to which the financial statements related and the date of this report that would adversely affects the financial position of the Company.
Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust risk management framework to identify, monitor and minimize risks as also identify business opportunities. The Audit Committee and the Board periodically review the risks and suggest steps to be taken to manage/mitigate the risk through a properly defined framework. During the year, no major risks were noticed, which may threaten the existence of the Company.
Your Company has an effective internal control and risk mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Companys internal control system is commensurate with its size, scale and complexities of its operations. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.
The Audit Committee of the Board actively reviews the adequacy and effectiveness of the internal control systems and suggest improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors, including audit of the internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls with reference to the Financial Statement were adequate and effective.
The Company has not invited/accepted any Deposit from the Public within the meaning of the provisions of Section 73 and 76 of the Companies Act, 2013 & Rules framed thereunder and the Directives issued by the Reserve Bank of India. Hence, the requirement for furnishing details of Deposit covered under Chapter V of the Companies Act, 2013 and details of Deposit which are not in compliance with the requirement of Chapter V of the Companies Act, 2013, is not applicable.
The Company has duly complied with the provisions of section 186 of the Companies Act, 2013 pertaining to the details of Loans and guarantees given, investments made during the year. Relevant details are disclosed in the Notes to financial statements and are self-explanatory.
Company has adopted a policy for prevention of Sexual Harassment of Women at workplace as required under the Act.
The following is a summary of sexual harassment complaint received or dispose of during the year 2025-26.
1. No. of Complaint received: NIL
2. No. of Complaint disposed off: NIL.
Further the Company has constituted the Internal Complaints Committee under the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013 the composition of Committee is as follows:
| Sr. No. | Name of Member | Position held in IC Committee |
| 1. | Sneha Samel | Presiding Officer |
| 2. | Sulochana Dhole | Member |
| 3. | Surendra Sharma | Member |
| 4. | Mitesh Sharma | Member |
Your company recognizes the importance of supporting its female employees during maternity and has been providing maternity benefits in accordance with the applicable laws, rules, regulations.
We continue to prioritize the well-being and career development of our employees, ensuring a supportive and inclusive work environment.
i. The steps taken or impact on conservation of energy - Energy conservation continues to receive priority attention at all levels by regular monitoring of all equipments and devices which consume electricity.
ii. The steps taken by the company for utilizing alternate sources of energy - Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.
iii. The capital investment on energy conservation equipments - Since Company is having adequate equipment, no capital investment on energy conservation equipments is made during the year.
i. The efforts made towards technology absorption - Not Applicable
ii. The benefits derived like product improvement, cost reduction, product development or import substitution - Not Applicable
iii. In the case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable.
(a) The details of technology imported - Not Applicable (b) The year of import - Not Applicable (c) Whether the technology been fully absorbed - Not Applicable (d) If not fully absorbed, areas where absorption has not taken place and the reasons thereof - Not Applicable
iv. The expenditure incurred on Research and Development - At present the Company does not have separate division for carrying out research and development work. No expenditure has therefore been earmarked for this activity.
(Rs. In Thousands)
| Sr. no | Particulars | For the period of 31 March, 2026 | For the period of 31 March, 2025 |
| (A) | Foreign exchange inflows | NIL | NIL |
| (B) | Foreign exchange outflows | NIL | NIL |
During the year, no significant or material orders were passed by the regulators or courts or Tribunals that would impact the going concern status and the Companys operations in future.
The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards viz. the Secretarial Standard - 1 on Board Meetings (SS-1) and Secretarial Standard - 2 on General Meetings (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government, and that such systems are adequate and operating effectively.
The Company does not meet the threshold limits specified under the section 135 of the Companies Act, 2013, regarding the net worth, turnover or the net profit, and hence the provisions related to Corporate Social Responsibility (CSR) are not applicable.
Consequently, the company has not constituted a CSR Committee or formulated a CSR Policy.
During the year under review, there were no instances that required valuation to be done, nor did the Company have done one time settlement with any bank and hence the said clause is not applicable to the Company.
Pursuant to Part F of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company confirms that 2,928 shares are lying in the Demat Suspense Account/Unclaimed Suspense Account maintained by the Company.
a) During the year under review, there has been no change in the nature of business of the Company.
b) The Company is a going concern and the office of the Company is being managed by the Board of Directors with the support of Shareholders.
c) As per Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, your Company is not required to maintain cost records.
d) There were no incidences of reporting of frauds by Statutory Auditors of the Company under Section 143(12) of the Act read with Companies (Accounts) Rules, 2014 during the year under review.
e) The Company has not issued Equity Shares with differential rights as to dividend, voting or otherwise during the year under review.
f) The Company has not issued any sweat equity shares during the year under review.
g) The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review.
h) The Company has not issued any instruments convertible into equity shares of the Company.
i) There is no application made nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.
The Companys shares are listed on the Bombay Stock Exchange (BSE), and it has entered into the Uniform Listing Agreement as per SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 and confirms that the company has duly paid the Annual Listing Fees to BSE Ltd for the year 2025-26.
The Related Party Transaction Policy has been adopted by the Board of Directors for determining the materiality of transactions with related parties and dealings with them. The said policy may be referred to, at the Companys website i.e. .
All related party transactions are mentioned in the Note 27 to financial statements forming part of the Annual Report. All related party transactions were placed before the Audit Committee for approval. Omnibus approval was obtained on a yearly basis for transactions which were repetitive in nature.
Pursuant to Regulation 34(2), of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the top one thousand listed entities based on market capitalization shall annex Business Responsibility Report to its annual report describing the initiatives taken by the listed entity from an environmental, social and governance perspective. Business Responsibility and Sustainability Report is not applicable to the company as the company does not come under the top one thousand listed entities.
The Board would like to express its sincere gratitude to the Banks and other Stakeholders for their Valuable assistance and co-operation during the year. We also place on record our appreciation for the dedicated service rendered by the employees of the Company. Further We extend our heartfelt thanks to our esteemed investors for their continued trust, support and confidence in the management.
Registered Office: J-15, M.I.D.C., Tarapur, Boisar, Dist. Palghar, Maharashtra - 401506.
Date: August 29, 2026 Place: Mumbai
By Order of the Board Swasti Vinayaka Synthetics Limited
Sd/- Rajesh Poddar (DIN: 00164011) Chairman & Managing Director
IIFL Customer Care Number
(Gold/NCD/NBFC/Insurance/NPS)
1860-267-3000 / 7039-050-000
IIFL Capital Services Support WhatsApp Number
+91 9892691696
Download The App Now
Follow us on
2026, IIFL Capital Services Ltd. All Rights Reserved
IIFL Capital Services Limited - Stock Broker SEBI Regn. No: INZ000164132 (Member ID - NSE: 10975 BSE: 179 MCX: 55995 NCDEX: 01249), DP SEBI Reg. No. IN-DP-185-2016, PMS SEBI Regn. No: INP000002213, IA SEBI Regn. No: INA000000623, Merchant Banker SEBI Regn. No. INM000010940, RA SEBI Regn. No: INH000000248, BSE Enlistment Number (RA): 5016, AMFI-Registered Mutual Fund Distributor & SIF Distributor
ARN NO : 47791 (Date of initial registration – 17/02/2007; Current validity of ARN – 08/02/2027), PFRDA Reg. No. PoP 20092018, IRDAI Corporate Agent (Composite) : CA1099
This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.
