JFL Life Sciences Ltd Directors Report

Dear Members,

The Board of Directors are pleased to present the Companys 21^st Annual Report and the Companys audited financial statements for the financial year ended March 31, 2024.

FINANCIAL RESULTS

The Companys financial performance (standalone and consolidated) for the year ended March 31, 2024 is summarized below:

Particlures	STANDALONE		CONSOLIDATED
	Rs lakh		Rs lakh
	2023-24	2022-23	2023-24	2022-23
Revenue from operations	31958.84	21929.19	31958.84	21929.19
Other Income	592.27	63.47	592.27	63.47
Profit before depreciation, finance cost, exceptional items & tax expenses	4563.60	2411.32	4563.60	2411.32
Less: Depreciation/ Amortization / Impairment	800.52	788.03	800.52	788.03
Profit before finance cost, exceptional items & tax expenses	3763.08	1623.29	3763.08	1623.29
Less : Finance Cost	1323.64	861.92	1323.64	861.92
Profit before exceptional items & tax expenses	2439.44	761.37	2439.44	761.37
Less- Exceptional Items	0.00	0.00	0.00	0.00
Profit before tax expenses	2439.44	761.37	2439.44	761.37
Less: - Tax expenses
- Current Tax	579.00	144.72	579.00	144.72
- Deferred Tax	40.83	62.94	40.83	62.94
Profit for the year	1819.61	553.71	1819.61	553.71

RESULTS OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS

The highlights of the companys performance (standalone) for the year ended March 31, 2023 are as under:

• Revenue from operations increased by 45.74 % to ^ 31,958,.84 lakh

• PBDIT increased by 89.26 % to ^ 4563.60 lakh

• Profit Before Tax increased by 220.40 % to ^ 2439.44 lakh

• Net Profit increased by 228.62 % to ^ 1819.61 lakh OPERATIONS

Your Directors are pleased to report that, your company have recorded highest standalone revenue of Rs.31,958.84 lakh from operations in current year as compared to Rs.21,929.19 lakh in the previous year, with a significant growth of 45.74 %, the consolidated revenue as same as standalone revenue.

During the year the Company started Exports for the first time and has registered Export revenue of Rs.320.23 Lakh. The Export quantum has recorded at 1.71 Lakh mtr. in the Fiscal Year.

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.4563.60 lakh in the current year under review as compared to

Rs.2411.32 lakh in the previous year, a significant growth of about 89.26%.

The Cash profit (PBDT) of the Company for the current year has increased to Rs.3239.96 lakh as against Rs.1549.40 lakh, an impressive spike of about 109.11 % over the previous year.

The Profit after Tax (PAT) of the Company has increased to Rs.1819.61 lakh for the current year as against Rs.553.71 lakh in the previous year and registered a significant upsurge of about 228.62 %.

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 2023-24.

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 year 2022-23 the Company commenced the commercial production of denim & finishing processing plant at Jhanjharwara, Neemuch, Madhya Pradesh (Neemuch Unit-1), with annual capacity of converting approximately 1.80 crore meters finish fabric per annum. The unit also has two lines of Indigo Dyeing Range which is a backward integration for the Bhilwara unit.

During the year 2023-24 the company has strategically planned the vertical integration of its operations to the next level of supply chain, aiming to lower production costs and increase the efficiency of the company. The Company enhanced its weaving capacity with 72 looms having capacity to produce 1.23 Crore meters of fabric per annum and its denim processing capacity with one line of Indigo Dyeing Range having capacity to produce 72 Lakh meters of fabric per annum at Neemuch Unit-1. The said expansion project was commended its commercial production from July, 2024.

Your Company has also started civil work for setting up Spinning Unit with 22656 Spindles having an installed capacity of 7,344 Tons per annum at Survey No. 93/2, 96/1, 98.6, 103/1, & 104, Village Soniyana, Tehsil Jiran, District Neemuch (Neemuch unit-2) and for setting up Non-Denim Processing Unit having capacity to produce 2.40 Crore meters of fabric per annum.

CAPITAL STRUCTURE

The Capital structure of the Company as on 31.03.2024 as follows:

The Authorized Share Capital of the Company is Rs. 42,02,00,000/- (Rupees Forty-Two Crore Two Lakh only) consisting of2,20,20,000 (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.

The Issued, subscribed and Paid up Share Capital of the Company is Rs.18,21,72,600 (rupees eighteen crore twenty one lakh seventy two thousand six hundred) divided into 1,82,17,260 (one crore eighty two lakh seventeen thousand two hundred sixty) Equity Shares of Rs.10/- each.

During the year under review, your Company has increased its Authorized Equity Share Capital Rs. 11,50,00,000/- (Rupees Eleven Crore Fifty Lakh) divided into 1,15,00,000 (One Crore Fifteen Lakh) Equity Shares of Rs. 10/- each to Rs. 35,00,00,000/- (Rupees Thirty Five Crore) consisting of 1,50,00,000 (One Crore Fifty Lakh) Equity Shares of Rs. 10/- (Rupees Ten) each and 2,00,00,000 (Two Crore) Preference Shares of Rs.10/- (Rupees Ten) each on May 03, 2023 through resolution passed by postal ballot and then further increase from it to Rs. 42,02,00,000/-

(Rupees Forty-Two Crore Two Lakh only) consisting of2,20,20,000 (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 in its General Meeting held on July 02, 2023.

During the year under review the Company have issued and allotted 72,00,130 equity shares by way of Bonus Issue in the ratio of one bonus share for every one equity share. Further 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 total 38,17,000 warrants converted into equity shares at the end of the FY 2023-24.

In addition to the above the Company have also issued and allotted 1,00,00,000 (One Crore) unlisted Non-Cumulative, NonConvertible, Non-Participating, Redeemable Preference Shares (‘NCRPS) of face value of Rs.10/- each per preference share on private placement basis and also redeemed the whole preference shares at the end of the FY 2023-24.

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, 2024, 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) 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 subsection (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, 2024, 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, 2024 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

ANNUAL REPORT 2023-24

(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 2023-24.

Attendance of each director in board meeting as follows:

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, 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. Directors and Key Managerial Personnel

During the year under review, the members approved the re-appointment of Mr. Mohammed Sabir Khan as Managing Director, Mrs. Samar Khan and Mr. Nasir Khan as Executive Directors of the Company for a period of 5 (five) years with effect from January 01, 2024.

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 16 (Sixteen) times in the Financial Year 202324. The frequency of and the quorum at these meetings were in conformity with the provisions of the Companies Act,

2013 and Secretarial Standard-1.

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
09.05.2023	Yes	Yes	Yes	Yes	Yes	Yes
20.05.2023	Yes	Yes	Yes	Yes	No	No
27.05.2023	Yes	Yes	Yes	No	Yes	No
30.05.2023	Yes	Yes	Yes	Yes	Yes	Yes
08.06.2023	Yes	Yes	Yes	Yes	Yes	Yes
17.07.2023	Yes	Yes	Yes	Yes	Yes	Yes
23.08.2023	Yes	Yes	Yes	No	No	Yes
29.08.2023	Yes	Yes	Yes	Yes	No	No
08.09.2023	Yes	Yes	Yes	Yes	Yes	Yes
25.09.2023	Yes	Yes	Yes	No	Yes	No
14.11.2023	Yes	Yes	Yes	Yes	Yes	Yes
13.12.2023	Yes	Yes	Yes	No	No	No
10.01.2024	Yes	Yes	Yes	Yes	Yes	Yes
16.03.2024	Yes	Yes	Yes	No	No	No
19.03.2024	Yes	Yes	Yes	No	No	Yes
30.03.2024	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 10^th January, 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.swaraisuiting.com/uploads/reports/

NOMINATION%20AND%20RHMUNHRATION%20POI.ICY.pdf

IX. Annual Evaluation by the Board

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 (10) of SHBI (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 NonIndependent 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 SHBI (LODR) Regulations, 2015. The terms of reference of Audit Committee are broadly in accordance with the provisions of SHBI (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

During the financial year 2023-24, the Audit Committee met 6 (six) times on 30.05.2023, 08.06.2023, 09.06.2023, 25.09.2023, 14.11.2023 and 10.01.2024.

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 SHBI (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 2023-24, the Nomination and Remuneration Committee met 2 (two) times on 08.09.2023 and 10.01.2024.

III. Stakeholders Relationship Committee

The Company has constituted a Stakeholders Relationship Committee in accordance with section 178 of the Companies Act, 2013 and the SHBI (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 2023-24, the Stakeholders Relationship Committee met on 27.03.2024.

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 2023-24, the CSR Committee met on 23.08.2023.

V. MEETINGS OF MEMBERS

During the year under review two general meetings, one of through postal ballot via e-voting deemed to hold on 03^rd May, 2023 and second meeting hold on 02^nd July, 2023. The 20^th Annual General Meeting of the Company hold on 30^th September, 2023.

3

Mr. Mohammed Sabir Khan

Managing Director

Member

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 1,82,17,260 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 S. K. Toshniwal & Co., Chartered Accountants will complete their present term on conclusion of the ensuing Annual General Meeting.

There is no qualification or adverse remark in Auditors report. The Board noted the audit observation "Audit log was not made operative in old accounting system for initial 4 months". The Board do hereby clarify in this regard to members that the Company, with intent to comply with the provision of Companies Act, had installed the SAP cloud ERP accounting software in the month of March, 2023 to replace the earlier ERP accounting software due to non fulfillment the audit log requirement, but due to some technical glitches the new SAP cloud ERP go live from August 01, 2023 hence audit trail facility could started from the said date.

The Notes to the financial statements referred in the Auditors Report are self-explanatory and do not call for any further comments.

The Board has recommended the appointment of M/s Alok Palod & Co., Chartered Accountants as Statutory Auditor of the Company, for a period from the conclusion of 21^st Annual General Meeting till the conclusion of 26^th Annual General Meeting of the Company.

M/s Alok Palod & Co., Chartered Accountants, have confirmed their eligibility and qualification required under the Act for holding the office as Auditors of the Company and also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India as required under Regulation 33(d) of the SEBI (LODR) Regulation, 2015.

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 2023-24.

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. The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed and marked as Annexure-2 to this Report.

The Secretarial Audit Report does not contain any qualification, reservation disclaimer. The observation(s) referred in the Secretarial Audit Report are self-explanatory and do not call for any further comments.

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 2024-25 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 adequate system of internal controls commensuration with the size of its operation and business, to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition, and to ensure that all the business transactions are authorized, recorded and reported correctly and adequately.

The Company has appointed Internal Auditors and the scope and authority of the Internal Audit (IA) function is defined in the procedure and appointment letter. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. Based on the report of internal audit and process the company undertakes corrective action in their respective areas and thereby strengthens the controls. Significant audit observations and corrective actions thereon, if any, are presented to the Audit Committee of the Board.

The Company works in a dynamic business environment and adopts the appropriate internal financial controls, to establish reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with the generally accepted accounting principles. It includes indicting and maintaining such business policies and procedures as may be required to successfully conduct the business of the company and maintain such records as to correctly record the business

transaction, assets and liabilities of the company in such a way that they help in prevention & detection of frauds & errors and timely completion of the financial statements.

CREDIT RATING

During the year 2023-24, Acuite Ratings & Research 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
Short Term- Fund based	30.00	ACUITE BBB- :
facility		Stable : Assigned
Long Term- Fund based	250.00	ACUITE BBB- :
facility		Stable : Reaffirmed

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (9) of the Companies Act, 2013 and the regulation 22 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, The Company has adopted a Whistle-Blower

Policy for Directors and employees to report genuine concerns and to provide for adequate safeguards against victimization of persons who may use such mechanism. The details of the Vigil Mechanism Policy

has posted on the website of the Company at following link:

https://www.swaraisuiting.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%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 2023-24.

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

The company is committed to provide a work environment which ensures that every woman employee is treated with dignity, respect and equality. There is zero-tolerance towards sexual harassment and any act of sexual harassment invites serious disciplinary action.

The company has in place an Anti-Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainee) are covered under this policy.

During the year under review, no complaints were received by the Company relating to sexual harassment at workplace. The Management of the Company endeavors to provide safe environment for the female employees of the Company.

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.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:

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.swarajsuiting.com/uploads/reports/POUCY%20

0N%20REI.ATE0%20PARTY%20TRANSACTI0NS.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 job rotation and job enlargement.

RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEESREMUNERATION 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 2023-24 ended 31^st March 2024..

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:(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 202324 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 (L00R) 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/Code%20

of%20Conduct%20for%20Directors%20&%20Senior%20

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 2023-24 ended on 31^st March 2024 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 2023-24.

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 sincerely appreciates the high degree of professionalism, commitment and dedication displayed by employees at all levels. 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

Sd/-

Mohammed Sabir Khan

Chairman and Managing Director Bhilwara, September 07, 2024