To

The Members

Mohit Industries Limited

Your Directors take pleasure in submitting the 32^nd AnnualReport of the Business and operations of your Company and the Audited Financial Statementsfor the financial year ended 31^st March 2022.

(Rs. in Lakhs)

• Figures regrouped wherever necessary

The Company discloses financial results on quarterly basis of whichresults are subjected to limited review and publishes audited financial results on anannual basis. The Financial Statements as stated above are also available on the Company'swebsite www.mohitindustries.com.

2. STATE OF COMPANY'S AFFAIR

During the year Your Company recorded total revenue of 16986.16 Lacsagainst Rs. 15119.88 Lacs in the previous year representing a increase of 12.34% duringthe year and Profit before Tax Rs. 36.23 Lacs as compared to Rs. 103.90 Lacs during theyear. Total Comprehensive Income during the year Rs. 598.10 lacs as compared to Rs. 86.59lacs in the previous year. A detailed analysis on the Company's performance is included inthe "Management's Discussion and Analysis" Report which forms part of thisReport.

3. ROAD AHEAD

Our vision of becoming one of the top quality textile manufacturer andmoving towards sustainable growth. Our priorities are as follows:

• Focus on increasing production

• Maintaining Price Competitiveness

• Moving up the value chain - Expanding the product line under ownbrand

We are very excited to enter into the new phase of growth and willcontinue to invest in our capabilities to increase our presence prudently and create valuefor the shareholders. We would like to be thankful to the entire stakeholder for beingpart of the journey.

4. EXPORT

The Company has exported DTY Yarn with a Premium and in its Brand Nameto South Korea Thailand Czech Republic Guatemala Bulgaria Indonesia Japan VietnamMalaysia Mexico Colombia UK Bangladesh Sweden Ethiopia and many more Countries. TheCompany is having star export house status. During the year under review your company hasrecorded export turnover of ? 5160.16 lakhs against last year's figure of ? 5698.84lakhs. Your company also holds Certificate of Oeko-Tex? Standard 100.

5. DIVIDEND

Keeping in mind the overall performance and outlook for your Companyyour Board of Directors recommend that this time the company is not declaring dividends asthe company requires funds for its business expansion. Your Directors are unable torecommend any dividend for the year ended 31st March 2022.

6. UNCLAIMED DIVIDEND

There is balance of Rs. 59781 lying in unpaid equity dividend account.

7. TRANSFER TO RESERVE

Company has not transferred any amount from profit to General Reserve.

8. COVID-19 IMPACT ON BUSINESS:

In the FY 2021-22 the COVID -19 pandemic developed rapidly into aglobal crisis forcing governments across the globe to enforce lock-downs of all economicactivity. For the company the focus immediately shifted to ensuring the health andwell-being of all employees and on minimizing disruption to services for all ourcustomers globally. In order to ensure smooth functioning work from home facility wasextended to many of the employees of the company. Although there were uncertainties due tothe pandemic in the FY 2021-22 inherent resilience of the business model will positionthe company well to navigate the challenges ahead. But then also the Covid-19 will impactthe finances of the company and its impact can be ascertained only after lifting oflockdown and life coming to stable position.

Moreover due to lockdowns imposed in various states dispatches of thegoods to customers have adversely impacted. However as per the different directivesissued by the various government authorities the Company has resumed operations in phasedmanner. The Company has ascertained the impact of this pandemic and made assessment thatthe impact of COVID-19 on company's business is likely to short to medium term. Howeveras company is falling under essential commodities the company's business was not thataffected as compared to overall economy.

The Company has done assessment of its liquidity position and expectsto fully recover the carrying amount of receivables investments intangible assets andother assets. The Company has also evaluated the inventory in hands and found it'ssufficient to honor the future orders. However at this stage it's uncertain to evaluatethe duration of the pandemic if the current pandemic situation remains lasted for longperiod then the impact may be different from the estimates.

9. MATERIAL CHANGES

There are no Material changes occurred between the end of the financialyear of the company to which the financial statements related and the date of the reportwhich is affecting the financial position of the company.

10. SHARE CAPITAL

The Authorized Share Capital of the Company as on 31/03/2022 was Rs.250000000 and Paid up share capital of the Company as on 31/03/2022 was Rs.141575750.

There has been no such change in the Equity share capital of theCompany during the year.

11. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of Mohit Industries Limited itssubsidiaries and its associates is prepared in accordance with Ind AS- 110 on ConsolidatedFinancial statements and Equity method of accounting given in Ind AS - 28 on"Accounting of Investments in Associates in Consolidated Financial statements".The details of such subsidiary and associates are as follows:-

12. BUSINESS GROWTH

Your Company has a dedicated team of Management and Operating Personnelwho have been instrumental in the growth of the business over the years. Your Directorsbelieve that the Company has the potential to further scale up its business volumes andprofitability and are in the process of identifying new avenues of growth and effectiveutilization of its existing resources.

13. DEPOSITS

During the year Company has not accepted any deposits from publicwithin the meaning of the Section 73 of the Companies Act 2013.

14. ANNUAL RETURN

Annual Return Pursuant to Section 92(3) read with Section 134(3)(a) ofthe Companies Act 2013 the Annual Return as on the financial year ended March 31 2022is placed on the Company's website at

https://www.mohitindustries.com/upload/files/download/Annual%20Return%202022.pdf

15. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORSOR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS INFUTURE

There was no significant material order passed by the regulators orcourts or tribunals impacting the going concern status and company's operation in nature.

16. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with Section 152(6) of the Companies Act 2013 read withthe Articles of Association of the Company Mr. Manish Saboo (DIN: 01576187) Directorretire by rotation and is being eligible has offered himself for re-appointment at theensuing Annual General Meeting.

Company's policy on directors' appointment and remuneration isavailable on the website of the company at

https://www.mohitindustries.com/upload/files/download/Code%20of%20Conduct%20for%20Directors%20&%20Senior%20Officers.pdf

Based on the confirmations received from Directors none of theDirectors are disqualified from appointment under Section 164 of the Companies Act 2013.

The following are the List of Directors and KMP of the Company duringthe year:

17. STATUTORY AUDITORS

In the AGM held on 07/08/2017 M/s Rajendra Sharma & AssociatesChartered Accountant was appointed as auditors for five years from 01/04/2017 to31/03/2022. As per Section 139 the term of existing auditors ends on this AGM and theyneed to be Reappointed for a further period of 5 years. So the Board proposes to confirmthe Reappointment of M/s. Rajendra Sharma & Associates Chartered Accountants to theeffect that their re-appointment as Statutory Auditors of the Company from the conclusionof 32^nd Annual General Meeting until the conclusion of the 37^thAnnual General Meeting of the Company if made would be within the prescribed limitsunder Section 139 of the Companies Act 2013 and that they are not disqualified for suchappointment within the meaning of Section 141 of the Companies Act 2013.

18. COMMENTS ON AUDITOR'S REPORT

The notes referred to in the Auditor Report are self-explanatory andthey do not call for any further explanation as required under section 134 of theCompanies Act 2013.

19. INTERNAL AUDITOR

Mr. Hiren Bhatt was appointed as an internal Auditor of the Company forthe Financial Year 2021-22. Internal Auditors are appointed by the Board of Directors ofthe Company based on the recommendation of the Audit Committee. The Internal Auditorreports their findings on the internal Audit of the Company to the Audit Committee on aquarterly basis. The Scope of Internal audit is approved by the Audit Committee.

The Company has appointed Hiren Bhatt as an Internal Auditor for F.Y.2021-22 in the Board meeting held on 13^th August 2021 after obtaining hiswillingness and eligibility letter for appointment as Internal Auditor of the Company.

M/s. Nainesh Kantliwala & Associates Cost Accountant Suratappointed as a Cost Auditor of the Company for the Financial Year 2021-22 in the Boardmeeting held on 13/08/2021 after obtaining his willingness and eligibility letter forappointment as Cost Auditor of the Company.

As required under the Companies Act 2013 the remuneration of CostAuditors as approved by the Board of Directors is subject to ratification by theshareholders at the ensuing Annual General Meeting and in this connection resolutionseeking member's approval forms part of the Notice convening the 32^nd AnnualGeneral Meeting.

21. RELATED PARTY TRANSACTION

With reference to Section 134(3)(h) of the Companies Act 2013 allcontracts and arrangements with related parties under section 188 of the Companies Act2013 entered by the Company during the financial year were in ordinary course of businessand at arm's length basis. Details of the related party transactions made during the yearare attached as Annexure-1 in form AOC-2 for your kind perusal and information.

22. NUMBER OF MEETING HELD DURING THE YEAR

The Details of all meeting of Board of Directors and Committee meetinghad taken place during the year and their details along with their attendance is given inAnnexure 2 in the Corporate Governance Report.

23. COMPOSITION OF BOARD AND ITS COMMITTEE

The detail of the composition of the Board and its committees thereofand detail of the changes in their composition if any is given in Annexure 2 in theCorporate Governance Report.

24. LOANS GUARANTEES AND INVESTMENT

With reference to Section 134(3)(g) of the Companies Act 2013 loansguarantees and investments made under section 186 of the Companies Act 2013 form part ofthe Notes to the financial statements provided in this Annual Report.

25. DECLARATION BY INDEPENDENT DIRECTORS

Company has received declaration from all the independent directorsduly signed by them stating that they meet the criteria of independence as provided insection 149(6) of the Companies Act 2013.

There has been no Change in the circumstances affecting their status asIndependent Directors of the Company so as to qualify themselves to be appointed asIndependent Directors under the provisions of the Companies Act 2013 and the relevantregulations. All the independent directors have enrolled with the Indian Institute ofCorporate Affairs at Manesar.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

In terms of requirement of Schedule IV of the Companies Act 2013 theIndependent Directors of the company have complied with the code of Independent Director.Independent Directors met separately on 21/03/2022 to inter alia review the performance ofNon-Independent Directors (Including the Chairman) the entire Board and the qualityquantity and timeliness of the flow of the information between the Management and theBoard.

26. VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy to provide a formalmechanism to the Directors and employees to report their concerns about unethicalbehaviour actual or suspected fraud or violation of the Company's Code of Conduct orEthics Policy. The Policy provides for adequate safe guards against victimization ofemployees who avail of the mechanism and also provides for direct access to the Chairmanof the Audit Committee. It is affirmed that no personnel of the Company have been deniedaccess to the Audit Committee. The Whistle Blower Policy has been posted on the website ofthe Company at

https://www.mohitindustries.com/upload/files/download/Whistle%20Blower%20Policy.pdf

27. RISK MANAGEMENT

Risks are events situations or circumstances which may lead tonegative consequences on the Company's business. Risk Management is a structured approachto manage uncertainty. An enterprise wide approach to Risk Management is being adopted bythe Company and key risks will now be managed within a unitary framework. As a formalroll-out all business divisions and corporate functions will embrace Risk ManagementStructure and make use of these in their decision making. Key business risks and theirmitigation are considered in the annual/strategic business plans and in periodicmanagement reviews. The risk management process over the period of time will becomeembedded into the Company's business system and processes such that our responses to riskremain current and dynamic.

28. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act2013 your directors hereby confirm:

A. That in preparation of the annual accounts the applicableaccounting standards have been followed along with proper explanation relating to materialdepartments;

B. That the directors have selected such accounting policies andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs if the Company at the end ofthe financial year and of the profit and loss of the Company for that period;

C. That the directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company for preventing and detecting fraud and otherirregulations;

D. That the directors had prepared the annual accounts on a goingconcern basis; and

E. The directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively;

F. The directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

29. ANNUAL EVALUATION

Pursuant to the applicable provisions of the Act and the ListingRegulations the Board has carried out an Annual Evaluation of its own performanceperformance of the Directors and the working of its Committees based on the evaluationcriteria defined by Nomination and Remuneration Committee (NRC) for performance evaluationprocess of the Board its Committees and Directors.

The performance evaluation of the board was evaluated by the boardafter seeking inputs from all the directors on the basis of the criteria such asparticipation in decision making; participation in developing corporate governance;providing advice and suggestion etc.

The Committees of the Board were assessed on the degree of fulfilmentof key responsibilities adequacy of Committee composition and effectiveness of meetings.

The board reviewed the performance of the individual directors on thebasis of the criteria such as the contribution in decision making contribution of theindividual director to the board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive suggestions and advice in meetings etc. Inaddition the chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors performance ofnon-independent directors performance of the board as a whole and performance of thechairman was evaluated taking into account the views of executive directors andnon-executive directors. Performance evaluation of independent directors was done by theentire board excluding the independent director being evaluated.

30. INTERNAL FINANCIAL CONTROL SYSTEM

The Company has a well-placed proper and adequate internal financialcontrol system which ensures that all the assets are safeguarded and protected and thatthe transactions are authorized recorded and reported correctly. The internal audit coversa wide variety of operational matters and ensures compliance with specific standard withregards to availability and suitability of policies and procedures. During the year noreportable material weakness in the design or operation were observed.

31. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS

The companies act 2013 re-emphasizes the need for an effectiveinternal financial control system in the company. Rule 8(5) (viii) of Companies (Accounts)Rules 2014 requires the information regarding adequacy of internal financial controlswith reference to the financial statements to be disclosed in the board' report. Thedetailed report forms part of Independent Auditors Report.

32. CORPORATE GOVERNANCE

Your Company has incorporated the appropriate standards for corporategovernance. Company is filing Corporate Governance Report to stock exchange quarterly.Pursuant to Regulation 34(3) read with Schedule V of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 company is giving report on corporategovernance report in annual report of the company. Corporate Governance Report is as per Annexure- 2.

33. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNING

With reference to Section 134(3)(m) of the Companies Act 2013 thedetails of conservation of energy technology absorption and foreign exchange earnings areas per Annexure - 3.

34. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The disclosures as per Rule 9 of Companies (Corporate SocialResponsibility Policy) Rules 2014 are not applicable to the Company.

35. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per Regulation 34 of SEBI (Listing Obligations and DisclosureRequirements) Regulation 2015 the Management Discussion and Analysis Report is given in Annexure- 4.

36. SECRETERIAL AUDITOR

Your board has appointed Mr. Dhiren R. Dave Practicing CompanySecretary as secretarial Auditor of the company for the financial year 2021-22. Thesecretarial report for the financial year 2021-22 is attached as Annexure-5. Reportof secretarial auditor is self-explanatory and need not any further clarification.

37. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

There was no employee drawing remuneration in excess of limitsprescribed under section 197(12) of the Companies Act 2013 read with Rule 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. TheDisclosure pertaining to remuneration as required under section 197(12) of the CompaniesAct 2013 read with Rule of the Companies (Appointment and Remuneration of ManagerialPersonnel) Amendment Rules 2016 are as per Annexure - 6.

38. CEO/ CFO CERTIFICATION

In terms of Regulation 17(8) of the Listing Regulations the CFO hascertified to the Board of Directors of the Company with regard to the financial statementsand other matters specified in the said regulation for the financial year 2021-22. Thecertificate received from CFO is attached herewith as per Annexure - 7.

39. CODE OF CONDUCT

Board of Directors has formulated and adopted Code of Conduct for Boardof Directors and Senior Management Personnel. During the year Board of Directors andSenior Management Personnel has complied with general duties rules acts and regulations.In this regard certificate from Managing Directors as required under Schedule V of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 has been received bythe Board and the same is attached herewith as per Annexure - 8.

Code of Conduct form Board of Directors and Senior Management Personnelis available on belowlink:https://www.mohitindustries.com/upload/files/download/Code%20of%20Conduct%20for%20Directors%20&%20Senior%20Officers.pdf

40. COMPLIANCE CERTIFICATE FROM THE COMPANY SECRETARY REGARDINGCOMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE:

Corporate Governance is a set of process practice and system whichensure that the Company is managed in a best interest of stakeholders. The key fundamentalprinciples of corporate governance are transparency and accountability. Company's corebusiness objective is to achieve growth with transparency accountability and withindependency. Company has adopted various corporate governance standard and doing businessin ethical way by which Company has enhance stakeholders trust shareholders wealthcreation by improving shares valuation market capitalization etc.

A certificate received from Dhiren R. Dave & Co. PracticingCompany Secretary of the Company regarding compliance of the conditions of CorporateGovernance as required under Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is attached herewith as per Annexure - 9.

41. CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE

M/s. Dhiren R. Dave & Co. Practicing Company Secretary has issueda certificate required under the listing regulations confirming that none of theDirectors on the Board of the company has been debarred or disqualified from beingappointed or continuing as director of the company by SEBI/Ministry of Corporate Affairsor any such statutory authority. The certificate is enclosed as Annexure 10.

42. SUBSIDIARIES JOINT VENTURE AND ASSOCIATE COMPANIES

There are two associate companies within the meaning of Section 2(6) ofthe Companies Act 2013 ("Act") as on 31st March 2022.

Pursuant to provisions of Section 129(3) of the Companies Act 2013read with Rule 5 of the Companies (Accounts) Rules 2014 a statement containing salientfeatures of the financial statements of the Company's subsidiaries/ Associate Companiesand Joint Ventures is given in Form AOC-1 is annexed as "Annexure-11" tothis report.

43. SEXUAL HARASSMENT OF WOMEN

There were no incidences of sexual harassment reported during the yearunder review in terms of the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and Rules made thereunder. The objectiveof this policy is to provide protection against sexual harassment of women at workplaceand for redressal of any such complaints of harassment internal complaints committee hasbeen set up to redress the complaints if any.

The company has complied with the provisions relating to constitutionof Internal Complaints Committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013. Your director's further state thatduring the year under review there were no cases filed pursuant to the Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

44. SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANYSECRETARIES OF INDIA (ICSI)

The Company complies with all applicable mandatory SecretarialStandards issued by the Institute of Company Secretaries of India (ICSI).

45. PREVENTION OF INSIDER TRADING

The Company has adopted policy on Preservation of Insider Trading AndCode Of Practices And Procedures For Fair Disclosure Of Unpublished Price Sensitive with aview to regulate trading in securities by the Directors and designated employees of theCompany. The Policy requires pre-clearance for dealing in the Company's shares andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window is closed. The Board isresponsible for implementation of the policy.

The Company has a Prohibition of Insider Trading Policy and the samehas been posted on the website of the Company athttps://www.mohitindustries.com/upload/files/download/code of conduct for preventio n ofinsider trading.pdf

46. MAINTENANCE OF COST RECORDS

The company is required to maintain Cost Records as specified byCentral Government under section 148(1) of the Companies Act 2013 and accordingly suchaccounts and records are not made and maintained.

47. FRAUD REPORTING

During the year under review no fraud has been reported by Auditorsunder Section 143(12) of the Companies Act 2013.

48. INSURANCE:

All the properties and the Insurable Interest of the company Includingbuilding and stocks wherever necessary and to the extent required have been adequatelyinsured. The company keeps reviewing the insurance amount every year as per requirement.

49. RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Onlyprogressive research and development will help us to measure up to future challenges andopportunities. We invest in and encourage continuous innovation. During the year underreview expenditure on research and development is not significant in relation to thenature size of operations of Company.

50. STATUTORY INFORMATION

The Company being basically engaged into the manufacturing of Yarns andTextile product and is the member of BSE Main Platform and National Stock ExchangesLimited Main Platform. Apart from this business the Company is not engaged in any otherbusiness/activities.

51. INDUSTRIAL RELATIONS

The Company maintained healthy cordial and harmonious industrialrelations at all levels.

52. CAUTIONARY STATEMENT

Statements in this report and its annexures describing company'sprojections expectations and hopes are forward looking. Though these are based onreasonable assumption their actual results may differ.

53. APPRECIATION

Your Directors place on record their deep appreciation to employees atall levels for their hard work dedication and commitment and express their sincere thanksand appreciation to all the employees for their continued contribution support andcooperation to the operations and performance of the company.

54. GREEN INITIATIVES

In commitment to keep in line with the Green Initiative and goingbeyond it to create new green initiatives electronic copy of the Notice of 31st AnnualGeneral Meeting of the Company are sent to all Members whose email addresses areregistered with the Company/Depository Participant(s). Further in compliance with theaforesaid MCA Circulars and SEBI Circular dated May 12 2020 Notice of the AGM along withthe Annual Report 2021-22 is being sent only through electronic mode to those Memberswhose email addresses are registered with the Company/ Depositories. Members may note thatthe Notice and Annual Report 2021-22 will also be available on the websites of the StockExchanges i.e. BSE Limited and National Stock Exchange of India Limited atwww.bseindia.com and www.nseindia.com respectively.

55. ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation of theco-operation and assistance received from Shareholders Bankers regulatory bodies andother business constituents during the year under review.

Your Directors also wish to place on record their deep sense ofappreciation for the commitment displayed by all executives officers and staff resultingin successful performance of the Company during the year.