To

The Members

Your directors have pleasure in presenting their 40^th Annual Report on thebusiness and operations of the Company and Audited Statement of Accounts for the yearended 31^st March 2022.

1. FINANCIAL HIGHLIGHTS :

The Board's Report is prepared based on the standalone financial statements of theCompany.

(Rs. in Lakhs)

2. DIVIDEND:

The Directors do not recommend any dividend for the Financial Year ended on 31^st March2022.

3. RESERVES:

The Company does not propose to transfer any amount to the General Reserves.

4. OPERATIONS:

During the period under review the profit after tax (PAT) stood at Rs. 174.67 Lakhs(Previous Year Rs. 154.27 Lakhs) there is an increase by 13.22 % as compared to the lastfinancial year. The performance for the coming year is expected to improve upon from thelast year if right macroeconomic indicators are achieved in the future.

5. DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors state that—

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period;

(c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 theCompany and that such internal financial controls are adequate and were operatingeffectively; and

(f The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

6. ANNUAL RETURN:

A copy of the annual return as provided under section 92(3) of the companies Act 2013in the prescribed form which will be filed with the Registrar of Companies/ MCA ishosted on the Company's website and can be accessed at www. swastivinayaka.com. By virtueof amendment to Section 92(3) of the Companies Act 2013 read with rule 12 of TheCompanies (Management and Administration) Rules 2014 the Company is not required toprovide extract of Annual Return (Form MGT-9) as part of the Board's report.

7. SHARE CAPITAL:

As on March 31 2022 the authorized share capital of the Company is Rs. 90000000comprising of 90000000 equity shares of face value of Rs. 1/- each and the paid-upequity share capital as at March 31 2022 is Rs. 89991960 comprising of 89991960equity shares of face value of Rs. 1/-. Authorized Share Capital was increased from Rs.80000000 to Rs. 90000000 vide Shareholders' approval dated 13th August 2021.

During FY 2021-22 the Company had issued and allotted bonus shares comprising19991960 equity shares of Rs. 1/- each amounting to Rs. 19991960 vide shareholder'sresolution dated 13th August 2021 and Board Resolution dated 25^th August 2021and 27^th August 2021.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTMENTS/ RESIGNATIONS DURING THE YEAR:

There was one appointment one change in designation of directors and five changes inkey managerial personnel of the company during the financial year 2021-22 and upto thedate of this report:

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013including certain arm's length transactions under fourth proviso thereto is disclosed inForm No. AOC-2 which is enclosed as Annexure I.

10. PARTICULARS OF EMPLOYEES:

• The information required pursuant to Rule 5(1) of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is annexed as Annexure II to theDirectors Report.

• Particulars of employees drawing remuneration in excess of limits prescribedunder Section 134 (3)(q) read with Rule 5(2) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014:

There are no employees drawing remuneration exceeding Rupees One crore and two Lakhsper annum if employed throughout the financial year or Rupees Eight Lakh and FiftyThousand per month if employed for part of the financial year or draws remuneration inexcess of Managing Director or Whole time Director or Manager and holds by himself oralong with his spouse and dependent children not less than two percent of the equityshares of the Company.

11. NUMBER OF MEETINGS OF BOARD:

12. FORMAL ANNUAL EVALUATION:

Pursuant to the provision of Section 134 (3) (p) of the Companies Act 2013 the Boardhas carried out the annual performance evaluation of its own performance the Directorsindividually as well as the evaluation of the working of its Audit Nomination andRemuneration and Stakeholders Relationship Committees. A structured questionnaire wasprepared after taking into consideration inputs received from the Directors coveringvarious aspects of the Board's functioning such as adequacy of the composition of theBoard and its Committees Board cultures execution and performance of specific dutiesobligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgement safeguarding the interest of theCompany and its minority shareholders etc. The performance evaluation of the IndependentDirectors was carried out by the entire Board. The performance evaluation of the Chairmanand the Non-Independent Directors was carried out by the Independent Directors. TheDirectors expressed their satisfaction with the evaluation process.

13. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that they meet the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and of the Listing Agreement andapplicable regulations of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015.

14. REMUNERATION POLICY:

The Board of Directors has framed a policy which lays down a framework in relation toremuneration 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.www.swastivinavaka.com.

15. STATUTORY AUDITORS:

M/s. S P Jain & Associates Chartered Accountants (Firm Registration No. 103969W)are appointed as the Statutory Auditors of the Company at the 38^th AGM held onDecember 28 2020 to hold office from the conclusion of the 38^th AGM till theconclusion of the 43^rd AGM of the Company.

The report given by the Auditors on the financial statements of the Company is a partof the Annual Report.

The Auditors have not expressed a qualified opinion in their Audit Report for FinancialYear ended 31^st March 2022.

16. SECRETARIAL AUDIT REPORT:

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 SecretarialAuditor of the Company. The report of the Secretarial Auditor is enclosed as AnnexureIII to this report. The report is self-explanatory and Company has initiated steps tocomply with various non-compliances as per the provisions of various statute mentionedunder the Secretarial Audit Report.

17. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has devised an effective vigil mechanism/ whistle blower policy enablingstakeholders including individual employees and their representative bodies to freelycommunicate their concerns about illegal or unethical practices. The Company has a WhistleBlower Policy to report genuine concerns or grievances. The Whistle Blower Policy has beenposted on the website of the Company www. swastivinayaka.com.

18. COMPOSITION OF AUDIT COMMITTEE:

Composition of Audit Committee is required under section 177 (8) of the Companies Act2013.

The Composition of Audit Committee is as follows:

19. SIGNIFICANT MATERIAL CHANGES:

There were no material changes and commitments which adversely affects the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report.

20. RISK MANAGEMENT:

The Company is periodically reviewing its risk management perception taking intoaccount overall business environment affecting/ threatening the existence of the Company.Presently board is of the opinion that such existence of risk is minimal.

21. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS:

The Company has in place adequate internal financial controls commensurate with thesize scale and complexity of its operations. The Company has policies and procedures inplace for ensuring proper and efficient conduct of its business the safeguarding of itsassets the prevention and detection of frauds and errors the accuracy and completenessof the accounting records and the timely preparation of reliable financial information.The Company has adopted accounting policies which are in line with the AccountingStandards and the Act.

22. PUBLIC DEPOSITS:

During the year under review the Company has not accepted any deposits within themeaning of Section 73 of Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014.

23. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT 2013:

During the year under review the Company has neither given any loan nor provided anyguarantees which are governed by the provisions of Section 186 of the Companies Act 2013.

Further company has not made any investments during Financial Year 2021-22. 24.

MANAGEMENT DISCUSSION AND ANALYSIS.

I. INDUSTRY STRUCTURE AND DEVELOPMENTS

The year ahead looks very grim for the Indian Textile Industry as both domesticconsumption as well as export demand would be badly affected at least in the 1^sthalf of 2021-22 due to the Second wave of Covid-19. Production activity would also beaffected on account of shortage of raw material and labour as well as on account of thecredit crunch.

Your Company has survived many a difficult times. Your Company with its inherentstrengths like visionary leadership versatile work force well known Brands ultra modernmanufacturing facilities aggressive marketing strategies and well penetrated distributionnetwork is confident to tide over this difficult phase too.

The Government of our Country is taking steps to revive the economy and has come outwith schemes to provide financial aid (collateral free loan interest subvention etc.) toMicro small & medium enterprises (MSME).

II. OPPORTUNITIES AND THREATS

Indian textiles and clothing industry is one of the most important industries of thenational economy

The domestic apparel and textile industry contributes 5% to the country's GDP 7% ofindustry output in value terms and 12% of the country's export earnings. It is also one ofthe largest in the world with a large unmatched raw material base and manufacturingstrength across the value chain. India is the sixth largest exporter of textiles andapparel in the world.

The government's focus has been on increasing textile manufacturing by building best-inclass manufacturing infrastructure upgrading technology fostering innovation andenhancing skills and traditional strengths in the sector for making India's developmentinclusive and participative.

III. SEGMENT-WISE OR PRODUCT-WISE PERFORMANCE

Your Company operates in one segment only.

IV. OUTLOOK

In order to satisfy the taste of customers in future and focus on cost optimization weexpect the outlook to be satisfactory. Our focus remains on value added products and newproduct development to cater to the niche segment of the market.

V. RISKS AND CONCERNS

The post Covid 19 low demand prices of raw material and labour etc. are matter ofconcern.

VI. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The existing internal controls are adequate and commensurate with the nature sizecomplexity of the Business and its Processes. During the year the Company has laid downthe framework for ensuring adequate internal controls and to ensure its effectivenessnecessary steps were taken by the Company.

VII. DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

Your Company's total textile sales registered a growth resulting in revenue fromoperations being Rs. 2035.47 Lakhs for the financial year ended on March 31 2022 asagainst Rs. 1426.61 Lakhs in Previous year and Profit after Tax was recorded at Rs. 174.67Lakhs in the current year as against Rs. 154.27 Lakhs in the previous year.

KEY FINANCIAL RATIOS:

Forward Looking Statements

Statement in the Management Discussion and Analysis describing the Company'sobjectives projections estimates expectations or predictions may be forward lookingstatements within the meaning of applicable securities laws and regulations. Actualresults could differ materially from those expressed or implied. Important factors thatcould make a difference to the Company's operations include raw material availability andprices cyclical demand and pricing in the Company's principal markets changes inGovernment regulations tax regimes economic developments within India and the countriesin which the Company conducts.

25. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

Company has adopted a policy for prevention of Sexual Harassment of Women at workplaceas required under the Act.

The following is a summary of sexual harassment complaint received or dispose of duringthe year 2021 - 22.

• No. of Complaint received: NIL

• No. of Complaint disposed off: NIL.

Further the Company has constituted the Internal Complaints Committee under the SexualHarassment of Woman at Workplace (Prevention Prohibition and Redressal) Act 2013 thecomposition of Committee is as follows:

(i) The steps taken or impact on conservation of energy - Energy conservationcontinues to receive priority attention at all levels by regular monitoring of allequipments 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 wherebyoptimum utilization and maximum possible savings of energy is achieved.

(iii) The capital investment on energy conservation equipments - Since Company ishaving adequate equipment no capital investment on energy conservation equipments is madeduring the year.

B) TECHNOLOGY ABSORPTION:

(i) The efforts made towards technology absorption - Not Applicable

(ii) The benefits derived like product improvement cost reduction product developmentor import substitution - Not Applicable

(iii) In the case of imported technology (imported during the last three years reckonedfrom 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 reasonsthereof - Not Applicable

(iv) The expenditure incurred on Research and Development - At present the Company doesnot have separate division for carrying out research and development work. No expenditurehas therefore been earmarked for this activity.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO

27. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

No significant or material orders were passed by the regulators or courts or T ribunalswhich impact the going concern status and Company's' operations in future.

28. SECRETARIAL STANDARDS ISSUED BY INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI) :

The Directors have devised proper systems to ensure compliance with the provisions ofall 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 ofCompany Secretaries of India and approved by the Central Government and that such systemsare adequate and operating effectively.

29. UNPAID DIVIDEND & IEPF:

Pursuant to the applicable provisions of the Companies Act 2013 read with the IEPFAuthority (Accounting Audit Transfer and Refund) Rules 2016 ("the IEPFRules") all unpaid or unclaimed dividends are required to be transferred by theCompany to the IEPF; established by the Government of India after completion of sevenyears. Further according to the IEPF Rules the shares on which dividend has not beenpaid or claimed by the shareholders for seven consecutive years or more shall also betransferred to the demat account of the IEPF Authority. During the F.Y 2021-22 Companyhas transferred the amount of unpaid or unclaimed dividend and unclaimed shares as per theapplicable provisions of the Companies Act 2013 read with the IEPF Authority(Accounting Audit Transfer and Refund) Rules 2016 ("the IEPF Rules") to theIEPF details of which is available on the website of the Company atwww.swastivinayaka.com.

30. OTHER DISCLOSURES:

a) During the year under review there has been no change in the nature of business ofthe Company.

b) The Central Government has not prescribed the maintenance of cost records underSection 148(1) of the Act for the company.

c) There were no incidences of reporting of frauds by Statutory Auditors of the Companyunder Section 143(12) of the Act read with Companies (Accounts) Rules 2014 during theyear under review.

d) For the Financial Year 2021-22 the Provisions of section of 135 of the CompaniesAct 2013 is not applicable to the Company since the Company does not fall within thecriteria of turnover and/ or net worth and/ or profit therefore the Company has neitherformed any CSR committee nor any policy thereof.

e) The Company has not issued Equity Shares with differential rights as to dividendvoting 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 Schemeduring the year under review.

h) The Company has not issued any instruments convertible into equity shares of theCompany.

31. LISTING AGREEMENT WITH THE STOCK EXCHANGE:

The Company has entered into the Uniform Listing Agreement as per SEBI (ListingObligations and Disclosure Requirement) Regulations 2015 and confirms that it has paidthe Annual Listing Fees for the year 2021-22 to BSE Ltd. where the Company's Shares arelisted.

32. ACKNOWLEDGEMENT

We record our gratitude to the Banks and others for their assistance and cooperationduring the year. We also wish to place on record our appreciation for the dedicatedservices of the employees of the Company. We are equally thankful to our esteemedinvestors for their co-operation extended to and confidence reposed in the management.