To the Members,

Your Directors have great pleasure in presenting the 37^th Annual Report together with the Audited statements of Accounts of your Company for the financial year ended on 31^st March, 2025.

• FINANCIAL SUMMARY:

The Highlights of the financial performance of the Company during the period ended March 31^st, 2025:

• OPERATIONS REVIEW:

The Company's total revenue from operations during the financial year ended 31^st March 2025 were Rs. 18467.63 Lacs as against Rs. 17,059.00 Lacs of the previous year representing increase of approximately about 1,408.63 Lacs over the corresponding period of the previous year with total expenses of Rs. 18204.36 Lacs (previous year of Rs. 16,848.84 Lacs) The Company has made Net Profit of Rs. 234.99 Lacs as against Rs. 192.95 Lacs of the previous year. The EPS of the Company for the year 2024-25 is Rs. 2.47. A detailed discussion on performance and outlook appears as part of Management Discussion and Analysis attachedto this report.

• EXPORTS:

During the financial year, the Company has achieved export sales of Rs. 44.19 Lakhs (previous year of Rs. 260.51 Lakhs).

• TRANSFER TO RESERVES:

During the year under review, the Company has not transferred any amount to the ‘General Reserve' and entire amount of profit for the year forms part of the ‘Retained Earnings'.

• DIVIDEND:

No dividend has been recommended in respect of the financial year ended 31^st March, 2025 and the entire surplus be ploughed back to the business to meet the needs for additional finance for capital expenditure.

• CHANGE IN NAME AND NATURE OF COMPANY BUSINESS:

There is no change in name and nature of the company during the period under review.

• DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

The Board of Directors consists of 5 (Five) members, of which 3 (Three) are Independent Directors. The Board alsocomprises of one-woman Independent Director. i. Change in constitution of Board of Directors:

During the year under review, there were the following changes in the composition of the Board of Directors:

Mr. Rohit Sunil Periwal (DIN: 09168445) was appointed as an Independent and Non-Executive Director of the Company with effect from 14^th August 2024

Ms. Yashree Kaushalkumar Dixit (DIN: 00394836) was appointed as an Independent Director of the Company with effect from December 25, 2024.

Mr. Ramnivas Kodaram Pandia (DIN: 02875168) resigned from the post of Independent Director with effect from August 14^th 2024. The Board places on record its sincere appreciation for his valuable contributions and leadership during his tenure.

Mrs. Vaishali Sureshkumar Soni (DIN: 07245825) resigned from the post of Independent Director with effect from December 05^th 2024. The Board places on record its sincere appreciation for her valuable contributions and leadership during her tenure. ii. Key Managerial Personnel (KMP):

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on the date of this Report are:

In accordance with the provisions of section 152 (6) of the Act and in terms of the Articles of Association of the Company, Mr. Kishan Madanlal Yadav, Director [DIN: 002845697] is liable to retire by rotation at the ensuing Annual General Meeting. Director being eligible, offer himself for re-appointment at the ensuing Annual General Meeting.

The Board recommends the re-appointment of Mr. Kishan Madanlal Yadav, Director [DIN: 002845697] as Director of the Company liable to retire by rotation. Brief profiles of aforesaid director is given in the Annual Report.

All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149 (6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The terms and conditions of the Independent Directors are incorporated on the website of the Company www.shreebhavyafabrics.com

As required under Regulation 36(3) of the SEBI (LODR) Regulations, 2015, particulars of Directors seeking appointment/ re-appointment at the ensuing Annual General Meeting are annexed to this notice convening Thirty Seventh Annual General Meeting. vi. Disqualification of Directors

None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164 (2) of the Companies Act, 2013.

• DIRECTORS' RESPONSIBILITY STATEMENT:

As stipulated in Section 134(3) (c) read with sub section 5 of the Companies Act, 2013, Directors subscribe to the "Directors' Responsibility Statement", and confirm that: a) In preparation of annual accounts for the year ended 31^st March, 2025, the applicable accounting standards have been followed and that no material departure shave been made from the same; 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 Companyat the end of the financial year and of the profit or loss of the Company for that year; c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) The Directors had prepared the annual accounts for the year ended 31^st March, 2025 on going concern basis. e) The Directors had laid down the 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 thatsuch systems were adequate and operating effectively.

• DETAILS OF HOLDING / SUBSIDARY COMPANIES / JOINT VENTURES / ASSOCIATE COMPANIES:

During the year under review, the Company does not have any Holding, Subsidiary, Joint Venture (JV) or Associates Company.

• DEPOSIT:

The Company has neither accepted nor invited any deposit from public, falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

• SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

• INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has laid down the set of standards, processes and structure which enables to implement internal financial control across the Organization and ensure that the same are adequate and operating effectively. To maintain the objectivity and independence of Internal Audit, the Internal Auditor reports to the Chairman of the Audit Committee of the Board. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with the operating systems, accounting procedures and policies of the Company. Based on the report of Internal Auditor, the process owners undertake the corrective action in their respective areas and thereby strengthen the Control. Significant audit observation and corrective actions thereon are presented to the Audit Committee of the Board.

• CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo, required under Section 134 (3) (m) of the Companies Act, 2013 forms part of this Annual Report as

• THE PARTICULARS OF THE EMPLOYEES WHO ARE COVERED BY THE PROVISIONS CONTAINED IN RULE 5(2) AND RULE 5(3) OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

There was no employee drawing remuneration requiring disclosure under the Rule 5 (2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

• VIGIL MECHANISM:

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of Company's Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company www.shreebhavyafabrics.com.

• NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW: -

During the year under review 9 (Nine) Board Meetings were convened and held as per the details below: -

The intervening gap between the two meetings was within the period prescribed under the Companies Act, 2013. During the year, your Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI). The details of the meetings are furnished in the Corporate Governance Report which forming part of this Annual Report.

• COMMITTEES OF THE BOARD OF DIRECTORS:

Your Company has several Committees which have been established as part of the best Corporate Governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes. The Company has following Committees of the Board of Directors: • Audit Committee

• Stakeholder's Relationship Committee

• Nomination and Remuneration Committee

The details with respect to the compositions, powers and terms of reference and other information of relevant committees are given in details in the Corporate Governance Report which forming parts of this Annual Report.

• DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as follows:

The particulars of the employees who are covered by the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as follows: a) Employed throughout the year : Nil b) Employed for part of the year : Nil The numbers of permanent employees as on rolls of Company are 143 as on 31^st March, 2025. The remuneration paid to all Key Management Personnel was in accordance with remuneration policy adopted by theCompany.

• AUDITORS i. STATUTORY AUDITOR AND THEIR REPORT:

The current Statutory Auditors of the Company are M/s. Nahta Jain & Associates., Chartered Accountants, Ahmedabad (Firm Registration No. 106801W) who have been appointed as Statutory Auditors of the Company at the 34^th Annual General Meeting held on September 27^th, 2022, for a term of five (5) consecutive financial years from the conclusion of the 34^th Annual General Meeting till the conclusion of 39^th Annual General Meeting.

The Statutory Auditors' Report on the accounts of the Company for the accounting year ended 31st March, 2025 is self- explanatory and do not call for further explanations or comments that may be treated as adequate compliance of Section 134 of the Companies Act, 2013.

iii. INTERNAL AUDITORS: M/s. Kamal M. Shah & Co., Chartered Accountants, Ahmedabad has been appointed as Internal Auditors of the Company for FY 2024-25. Internal Auditors are appointed by the Board of Directors of the Company on a yearly basis, based on the recommendation of the Audit Committee. The Internal Auditor reports their findings on the Internal Audit of the Company, to the Audit Committee on a quarterly basis. The scope of internal audit is approved by the Audit Committee.

iv. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed M/s Mukesh H. Shah & Co, a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company for FY 2024-25. The Secretarial Audit Report issued by them for the financial year ended March 31^st, 2025, is attached as Annexure IV to this Report.

The Secretarial Audit Report does not contain any qualifications, reservations, or adverse remarks. During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees, to the Audit Committee under Section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

The Board of Directors had, on recommendation of the Audit Committee, re-appointed Kiran J. Mehta & Co., Cost Accountants, Ahmedabad, as the Cost Auditor of the Company for the financial year 2024-25, on the remuneration terms as approved by the members at the last Annual General Meeting held on 30^th September 2024. The Board has re-appointed M/s Kiran J. Mehta & Co., Cost Accountants, Ahmedabad for the Financial Year 2025-26 as a Cost Auditor of the Company in the Board meeting held on 28^th May, 2025, after obtaining its willingness and eligibility letter for appointment as Cost Auditor of the Company. As required under the Act and Rules made thereunder, the remuneration payable to the Cost Auditor is required to be placed before the Members in a general meeting for ratification. Accordingly, a resolution seeking ratification by members for the remuneration payable to Kiran J. Mehta & Co. is included in the Notice convening 37^th Annual General Meeting of the Company.

• LISTING WITH STOCK EXCHANGE:

The Company's shares are listed on the BSE Limited (BSE) at P. J. Towers, Dalal Street, Mumbai 400001. The

Company has paid the Annual Listing Fees for the year 2024-25 to BSE Limited.

• COMPLIANCE WITH THE SECRETARIAL STANDARDS:

The company has complied with all the provisions of Secretarial Standards on Board Meetings and General Meetingsissued by the Institute of Company Secretaries of India

• CORPORATE GOVERNANCE REPORT:

The Company has taken adequate steps to adhere to all the stipulations laid down under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. A report on Corporate Governance included as a part of this Annual Report is given in Annexure-II. A certificate from the Practicing Company Secretary of the company confirming the compliance with the conditions of Corporate Governance as stipulated under Reg. 27 & 34 the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this Annual Report.

• MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed review of operations, performance and future outlook of your Company and its businesses is given in the Management Discussion and Analysis, which forms part of this Report as stipulated under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Management Discussion and Analysis Report forming part of this Board of Director's Report as - Annexure VIII

• CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the related party transactions that were entered during the financial year were in the Ordinary course of business of the Company and were on arm's length basis. There were no materially significant related party transactions entered by the Company with its Promoters, Directors, Key Managerial Personnel or other persons which may have potential conflict with the interest of the Company. All Related Party transactions are placed before the Audit Committee for approval, wherever applicable. Prior omnibusapproval for normal business transactions is also obtained from the Audit Committee for the related party transactions which are of repetitive nature and accordingly the required disclosures are made to the Committee on quarterly basis in terms of the approval of the Committee. The details of Related Party Transactions are given in the notes to the financial statements. The policy on Related Party Transactions as approved by the Board of Directors is uploaded on the websiteof the Company www.shreebhavyafabrics.com The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, as prescribed in Form AOC-2. Annexure III.

• PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of Loans, Guarantees or Investments covered under the provisions of section 186 of the Companies Act, 2013 made during the year under review are disclosed in the financial statements.

• RISK MANAGEMENT POLICY:

The Company has a structured risk management policy. The Risk management process is designed to safeguard theorganization from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are inventoried and integrated with the management process such that they receive the necessary consideration during decision making. It is dealt with in greater details in the management discussion and analysis section.

• STATEMENT ON INDEPENDENT DIRECTORS:

The Following Directors are independent in terms of Section 149(6) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015: (a) Mr. Rohit Sunil Periwal (b) Mr. Rameshkumar Parmeshwarilal Agarwal (c) Mrs. Yashree Kaushalkumar Dixit The Company has received requisite declarations/confirmations from all the above Directors confirming their independence. Your Board confirms that in their opinion the independent directors fulfill the conditions of the independence as prescribed under the SEBI (LODR), 2015 and they are independent of the management. Further, in the opinion of the Board the independent directors possess requisite expertise, experience and integrity. All the independent directors on the Board of the Company are registered with the Indian Institute of Corporate Affairs, Manesar, Gurgaon as notified by the Central Government under Section 150(1) of the Companies Act, 2013 and as applicable shall undergo online proficiency self-assessment test within the time prescribed by the IICA.

• DISCLOSURE UNDER SECTION 164(2) OF THE COMPANIES ACT, 2013:

The Company has received the disclosure in Form DIR-8 from its Directors being appointed or re-appointed and has noted that none of the Directors are disqualified under Section 164(2) of the Companies Act, 2013 read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

• ANNUAL RETURN OF THE COMPANY:

Pursuant to Sub-section 3(a) of Section 134 and Sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the copy of the draft Annual Return of the Company for the Financial Year ended on 31^st March 2025 in Form MGT-7 will be uploaded on website of the Company and can be accessed at www.shreebhavyafabrics.com.

• SHARE CAPITAL:

During the year under review there is no change in share capital of the Company.

The Authorised Share Capital of the Company as at 31^st March, 2025 stood at Rs.10,00,00,000/-and the Paid-up Equity Share Capital of the Company as at 31^st March, 2025 stood at Rs.9,50,00,000/- Your Directors state that no disclosure or reporting is required in respect of the following items as there were notransactions on these items during the year under review: a. Issue of equity shares with differential rights as to dividend, voting or otherwise. b. Issue of shares (including sweat equity shares) to employees of the Company under any scheme includingEmployee Stock Option Scheme. c. Provision of money by company for purchase of its own shares by employees or by trustees for the benefit ofemployees. During the year under review, the Company has not issued any Share Capital.

• COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION:

The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy on selection and appointment of Directors, Senior Management Personnel and their remuneration.

The Board of Directors approved the Nomination and Remuneration Policy on the recommendation of Nomination and Remuneration Committee. The terms of reference of the Committee are in line with the requirements of the Companies Act, 2013 and Regulation 19 read with Part D of Schedule II to the Listing Regulations. The salient aspects of the Policy are outlined below:

1. To guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management Personnel;

2. To evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation of the Board; and

3. To recommend to the Board on remuneration payable to the Directors, Key Managerial Personnel and Senior Management Personnel.

• REPORTING OF FRAUD:

During the year under review there was no instance of any fraud which has been reported by any auditor to the audit committee or the board.

• CORPORATE SOCIAL RESPONSIBILITY:

In terms of the provisions of Section 135 of the Act and Rule 9 of the Companies (Accounts) Rules, 2014, the Company has not required to formulate and implement any Corporate Social Responsibility Initiatives as the said provisions are not applicable to the Company during the year under review.

• ANNUAL PERFORMANCE EVALUATION:

In compliance with the provisions of the Act and voluntarily under SEBI (LODR) Regulations, 2015, the performance evaluation was carried out as under:

Board:

In accordance with the criteria suggested by The Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. The Independent Directors, at their separate meetings, also evaluated the performance of the Board as a whole based on various criteria. The Board and the Independent Directors were of the unanimous view that performance of the Board of Directors as a whole was satisfactory.

Committees of the Board:

The performance of the Audit Committee, the Nomination and Remuneration Committee and Stakeholder Relationship Committee was evaluated by the Board having regard to various criteria such as committee composition, committee, processes, committee dynamics etc. The Board was of the unanimous view that all the committees were performing their functions satisfactorily and according to the mandate prescribed by the Board under the regulatory requirements including the provisions of the Act, the Rules framed thereunder and the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015.

Individual Directors:

a) Independent Directors: In accordance with the criteria suggested by The Nomination and Remuneration Committee, the performance of each independent director was evaluated by the entire Board of Directors (excluding the director being evaluated) on various parameters like engagement, leadership, analysis, decision making, communication, governance and interest of stakeholders. The Board was of the unanimous view that each independent director was a reputed professional and brought his/her rich experience to the deliberations of the Board. The Board also appreciated the contribution made by all the independent directors in guiding the management in achieving higher growth and concluded that continuance of each independent director on the Board will be in the interest of the Company.

b) Non-Independent Directors: The performance of each of the non-independent directors was evaluated by the Independent Directors at their separate meeting. Further, their performance was also evaluated by the Board of Directors. The various criteria considered for the purpose of evaluation included leadership, engagement, transparency, analysis, decision making, functional knowledge, governance and interest of stakeholders. The Independent Directors and the Board were of the unanimous view that each of the non-independent directors was providing good business and people leadership.

• MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of financial year as on 31^st March, 2025 and the date of Director's Report i.e. 14.08.2025.

• SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. During the financial year 2024-25, the Company has not received any complaints on sexual harassment.

• DETAILS OF APPLICATIONS MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016:

During the year under review, there were no applications made or proceedings pending under the Insolvency and Bankruptcy Code, 2016.

• THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE AKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF: During the year under review, there has been no one-time settlement of loans from the Bank or Financial Institutions.

• INSURANCE:

Assets of your Company are adequately insured against various policies.

• WEBSITE OF YOUR COMPANY

Your Company maintains a website www.shreebhavyafabrics.com where detailed information of the Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 has been provided.

• GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

2. Issue of Equity Shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS.

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

• APPRECIATION:

Your Directors express their gratitude for the dedicated services put in by all the employees of the Company.

• ACKNOWLEDGEMENT:

Your Directors place on record their sincere appreciation for the continued co-operation and support extended to the Company by financial institutions, banks, and customers during the year under review. The Directors also thank the Company's vendors, investors, business associates, Stock Exchanges, Government of

India, State Government and various departments and agencies for their support and co-operation.