The Directors of your Company have pleasure in submitting their Thirty Second Annual Report together
with the Audited Financial Statements for the year ended 31^st March, 2024.

FINANCIAL HIGHLIGHTS

(Amt. in Rs.)

STATE OF THE COMPANY'S AFFAIRS:

During the year under review, the company had total revenue of Rs. 20.01 Crores against the previous
year total revenue of Rs. 28.65 Crores which shows approximately 30% decrease in comparison with the
previous year, it is mainly due to lower demand and high competitiveness in market. The company had
occurred Loss of Rs. 160,36,945 during the year compared to previous year's profit of Rs. 8,92,555. Loss
occurred mainly due to decrease in turn over and higher inventory cost, finance cost and depreciation
cost. However, company intends to reach to normal working condition.

DIVIDEND

In view of requirement of financial resources and considering the future requirements of funds, your
Directors are unable to recommend any Dividend for the year ended 31^st March 2024.

TRANSFER TO RESERVES

No amount has been transferred to any Reserve/s Account during the year under review.

ANNUAL RETURN

Pursuant Section 92 (3) Annual Return will be available on following web link:

https://www.surbhi.com/pdf/annual-reports/Annual-Return-Form-31.03.2024.pdf

Company will upload the Annual Return as per the provisions of the Company's Act 2013.

BUSINESS

Due to Rusia-Ukrain war and further Middle east crisis situation particularly Isarel - Middle east
situation overall business environment, local as well as international market adversely effected. Oil prices

may affect costing of raw material and transportation of finished products hence the future working of
the company may affected.

Efforts are being made to assess the situation and to provide better result than earlier years. In view of the
increased activities, expansions and programs to grab the emerging opportunities are under hold and
after re-assessment of the same further business expansion activities will be done.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public and as such, no amount on account of principal
or interest on deposits from public was outstanding as on the date of the balance sheet.

CHANGE IN THE AUTHORISED, ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL
DETAILS: THE INCREASE / DECREASE DURING THE YEAR UNDER REVIEW:

The Authorised Share Capital of the Company is Rs. 5,00,00,000 divided into 50,00,000 (Fifty Lakhs)
Equity Share of Rs. 10 Each. The Issued, Subscribed and Paid-up Share capital of the Company is Rs,
3,43,74,000 divided into 34,37,400 (Thirty-Four Lakhs Thirty-Seven Thousand Four Hundred) of Rs. 10
each. During the year there is no Increase/decrease in Authorised share capital as well as paid up share
capital of the company.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The loans if any, made by the Company are within the limits prescribed u/s 186 of the Companies Act,
2013 and no guarantee or security is provided by the company.

The particulars of loans, guarantees and investments have been disclosed in the financial statements.
Members are requested to review the respective schedule for the same.

INSURANCE

All the properties and the insurable interest of the company including building, plants and machinery
and stocks wherever necessary and to the extent required have been adequately insured.

TRANSFER OF UNCLAIMED DIVIDEND/SHARES TO INVESTOR EDUCATION AND
PROTECTION FUND - IF ANY:

There is no amount transferred to IEPF during the year under review.

DETAILS ABOUT SUBSIDIARY COMPANIES

There is no subsidiary company of the company during the year under review.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

A declaration has been received from Independent Directors stating name of companies in which they
hold directorship and/or membership/ Chairmanship of Committees of Board, as stipulated under
Regulations of LODR Regulation, 2015 are given at Corporate Governance of the Annual Report.

STATUTORY AUDITORS

On the recommendation of Audit Committee and pursuant to section 139 and other applicable provision
of the companies act, 2013 read with the companies (Audit and Auditors) rules, 2014, as amended, the
Members of the company at their AGM held on 30^th September, 2021, approved the appointment of M/s
GHAEL CHOKSI & COMPANY, Chartered Accountants, FRN: 0153978W as a Statutory Auditor of the
Company for the term of five years commencing from the conclusion of 29th AGM of the company till the
conclusion of 34^th AGM of the company to be held in the year 2026 at a remuneration as may be agreed
upon by the Audit Committee/Board of Directors in consultation with the Statutory Auditors.

The company had received the Consent and Eligibility Certificate in accordance with section 139, 141, and
other applicable provisions of the companies' act, 2013, from M/s Ghael Choksi & Company.

Provision of Company (Amendment) Act 2017 become effective from 7^th May 2018 and thus Board has
noted the appointment of auditor made for the period from the conclusion of 29^th Annual General
Meeting to Conclusion of 34^th Annual General Meeting and there is no change in auditor formal
resolution for ratification hence it is not mentioned in the notice.

M/s Tamakuwala & Associates, Chartered Accountants (FRN:143306W) were appointed as Internal
Auditor of the Company.

AUDITORS' REPORT

In the opinion of the directors, the notes to the accounts are self-explanatory and adequately explained
the matters, which are dealt with by the auditors. There is no adverse remarks in the report and hence
nothing to report thereon.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12)

OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL
GOVERNMENT:

There was no fraud reported by Auditor during the financial year 2023-24.

EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION,
RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:

There is no additional qualification, reservation or adverse remark given by statutory Auditor or
Secretarial Auditor in their report hence there is no requirement to give comments by Board.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their
knowledge and ability, confirm:

1. That in the preparation of the annual accounts, the applicable accounting standards have been
followed and there are no material departures.

2. That such accounting policies have been selected and applied consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the state of
affairs of the Company at the end of the financial year ended on 31^st March 2024 and of the Profit
& Loss of the Company for that period.

3. That proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other irregularities.

4. That the annual accounts have been prepared on a going concern basis

_5. That internal financial control has been laid down to be followed by the Company and that such_

internal financial controls are adequate and operating effectively.

6. That proper system has been devised to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.

RISK MANAGEMENT

A detail of risk management committee is given under the Corporate Governance report, which is
forming part of this report.

VIGIL MECHANISM

Company has appropriate VIGIL Mechanism/whistle blower policy for directors and employees to
report genuine concerns. It shall provide for adequate safeguards against victimization of director(s) or
employee(s) or any other person who avail the mechanism and also provide for direct access to the
chairperson of the Audit Committee in appropriate or exceptional cases. The Vigil Mechanism /Whistle
Blower policy has been posted on the website of the Company ( www.surbhi.com )

NUMBER OF MEETINGS OF THE BOARD & COMMITTEES

For details of the meetings of the board, please refer to the corporate governance report, which forms part
of this report.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company's policy on directors' appointment and remuneration and other matters provided in
Section 178(3) of the Act has been disclosed in the corporate governance report, which is forming part of
the directors' report.

DECLARTION OF INDEPENDENT DIRECTORS:

Pursuant to the provisions of Section 149 of the Act, which came into effect from April 1, 2014, Mr.
SATISH NARANDAS PATEL (DIN: 08168748), Mrs. SHEETAL HARSH PATEL (DIN: 06858676)
submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section
149(6) of the Companies Act, 2013 and under SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015.

SECRETARIAL AUDIT AND OBSERVATIONS

Pursuant to the provisions of Section 204 of Companies Act, 2013 and rules made there under, the
Company has appointed, Kishor S. Dudhatra, Practicing Company Secretaries to undertake the
Secretarial Audit of the Company.

Report of the secretarial auditor will be given after board report as an attachment which forms part of this
report. There is no adverse remark on the Secretarial Audit report and other details are self-explanatory.

SECRETARIAL STANDARD

The Company complies with all applicable secretarial standards issued by the Institute of Company
Secretaries of India.

TRANSACTIONS WITH RELATED PARTIES

None of the transactions with related parties falls under the scope of section 188(1) of the Act. Company
has paid rent of Rs. 132000/- to Surbhi Textile Mills Private Limited. Which is as per Section 188 read
with Rule 15 is not material related party transaction thus pursuant to Information on transactions with
related parties under section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules,
2014 in Form AOC- 2 is NIL and hence Form AOC -2 is not attached with report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO

CONSERVATION OF ENERGY:

Company's knitting and twisting plants are running with electricity which is supplied by the Dakshin
Gujarat Vij Company Limited. The plants are periodically checked as a measure of periodical
maintenance to minimal break down and energy conservation. However, company' production facilities
do not offer much scope for energy conservation.

The Company has internal process for continuous efforts towards reduction and optimization of energy
consumption at its Corporate Office as well as all its manufacturing facilities by usage of latest available
technical solutions. The Company also emphasizes to utilize the maximum natural sources of energy
instead of using electricity.

a) Steps taken or Impact on conservation of energy: Company has installed wind mills & ground
mounted solar park to conserve the natural resources and to promote green energy.

The energy conservation measures taken are given as under during the financial year:

1. Total 9.11 lakh units were generated through wind mill.

2. Total 10.18 lakh units were generated through Ground mounted solar park.

Above units' credit were given by DGVCL against its electricity consumption by the unit.

b) Steps taken by the company for utilizing alternate source of energy: Company is using wind energy
and solar energy as alternate source of energy and the electricity generated by the wind mill and solar
was given as credit in the electricity bills raised by the DGVCL.

c) Capital investment on energy conservation equipment: Company has made investment in wind mill
and solar.

A. Power and Fuel Consumption:

Technology absorption

The Company's plant is running satisfactorily. Wind power generation production is going on.
No amount was used in research & development

Foreign exchange inflow / outflow Year Year

2023-24 2022-23

Foreign Exchange inflow Nil Nil

Foreign Exchange outflow 6,42,176 10,31,235

CORPORATE SOCIAL RESPONSIBILITY:

Our company does not fall under the purview of Section 135 of companies Act, 2013. Hence no Corporate
Social Responsibility initiatives have been taken during the year. However, companies do carry on CSR
activities on its own as and when deemed fit.

BOARD EVALUATION

The board of directors has carried out an annual evaluation of its own performance, board committees
and individual directors pursuant to the provisions of the Act and the corporate governance
requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations").

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on
the basis of the criteria such as the Board composition and structure, effectiveness of board processes,
information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee
members on the basis of the criteria such as the composition of committees, effectiveness of committee
meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the
individual directors on the basis of the criteria such as the contribution of the individual director to the
Board and committee meetings like preparedness on the issues to be discussed, meaningful and
constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on
the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance
of the board as a whole and performance of the Chairman was evaluated, taking into account the views of
executive directors and non-executive directors. The same was discussed in the board meeting that
followed the meeting of the independent Directors, at which the performance of the Board, its committees
and individual directors was also discussed.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Based on the framework of internal financial controls and compliance systems established and
maintained by the Company, work performed by the internal, statutory and secretarial auditors and
external consultants and the reviews performed by management and the relevant board committees,
including the audit committee, the board is of the opinion that the Company's internal financial controls
were adequate and effective during the financial year 2023-24.

The details in respect of internal financial control and their adequacy are included in the management
discussion & analysis, which forms part of this report.

PROCEEDING PENDING UNDER IBC CODE, 2016 AND DIFFERENCE IN VALUATION AS PER
RULE 8(5)(XI) & (XII) OF COMPANIES (ACCOUNTS) RULES, 2014:

No application or any proceeding is pending under IBC code, 2016. The company has never made any
One Time Settlement against the loans obtained from Banks etc and hence the said clause is not
applicable.

CORPORATE GOVERNANCE

As per Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the

company is not required to comply with the provisions of Regulations 17 to 27 and Clauses (b) to (i) and
(t) of sub regulation (2) of Regulation 46 and para C, D and E of Schedule V respectively, but for better
governance, the Company had voluntarily complied the same to the extent possible.

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the report of the
Corporate Governance and the Certificate of the Auditors of the Company in respect of compliance
thereof is not applicable to company.

COST AUDIT:

Applicable provisions of Cost Audit compliance, if any, were dealt separately. During the year under
review cost audit was not applicable to company and pursuant to Section 148 (1) company had
maintained the applicable cost records.

LISITNG

At present your Company's securities are listed on the BSE Limited and scrip code of company is 514260.
PARTICULARS OF EMPLOYEES

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

a. The ratio of the remuneration of each director to the median remuneration of the employees of the
Company for the financial year¹:

Note: Generally more than 85% of employees are of daily wage earner or of blue collar workers and
hence statistical date of median remuneration are not comparable in this type of industries.

b. The percentage increase in remuneration of each director, chief executive officer, chief financial
officer, company secretary in the financial year ¹

c. The percentage increase in the median remuneration of employees in the financial year*- approx. 10 %

The Directors of Company affirms remuneration is as per the remuneration policy of the Company.

There is no employee appointed in the company for which Information required under Rule 5(2) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is required to
be provided.

TAXES:

Company is regularly paying Income tax, Goods and Services Tax, Sales Tax, and other statutory dues
like Provident Fund, ESIC, as applicable. As regard to applicable Taxes appropriate provision and
treatments have been made as per law. Details of the payment refund and appeals and disputed amount,
if any, have been adequately provided in audit report and the same are self-explanatory and the amount
of dispute is being dealt with various authorities and awaiting for final outcome.

INDUSTRIAL RELATIONS

Your Company's relations with its employees remained cordial throughout the year. The Directors wish
to place on record their deep appreciation for the services rendered by staff members and executives of
the company. Your company has taken adequate steps for the health and safety of its employees.

Your Directors further state that during the year under review, there were no cases filed pursuant to the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

MATERIAL CHANGES AFFECTING FINANCIAL POISTION OF THE COMPANY

No material changes or commitments, affecting the financial position of the Company have occurred
between the end of the financial year of the company to which the financial statements relate, i.e. 31^st
March, 2024 and the date of Board Report. Company is assessing impact of Russia -Ukrain war and Israel
-Hamas war in the textile industry and the same is seen as major challenges to the industry. Now, the
Economy had took recovery and Company will contribute towards the Economy of the Nation now
onwards.

Registered Office: For and on behalf of the Board

"Surbhi House", 2n^d Floor, FP NO 206, SURBHI INDUSTRIES LIMITED

B/h Old Sub Jail, Ring Road,

Khatodara Surat - 395002

Sd/-

BIPINBHAI JASMATBHAI PATEL

Date: 03.09.2024 (DIN: 00023447)

Place: Surat Chairman

1

Company operates in the field of textile where in most of the employees are on daily wages basis most
of them are of operator, helper and cleaner category and due to high attrition and irregular presence the
salary of average employees are around approximate Rs. 500-800 per day. In our case comparison of
median salary of employee and KMP is not comparable.

d. The number of permanent employees on the rolls of Company-

77 employees.

e. Average percentile increases already made in the salaries of employees other than the managerial
personnel in the last financial year and its comparison with the percentile increase in the managerial
remuneration and justification thereof and point out if there are any exceptional circumstances for
increase in the managerial remuneration:

* Company operates in the field of textile where in most of the employees are on daily wages basis most
of them are of operator, helper and cleaner category and due to high attrition and irregular presence the
salary of average employees are around approximate Rs. 500-800 per day. In our case comparison of
percentile increase already made in salary of employee and KMP is not comparable.

f. Affirmation that the remuneration is as per the remuneration policy of the Company: