Garbi Finvest Ltd Directors Report

To

The Members

Garbi Finvest Limited

Your Directors have pleasure in presenting the Annual Report of the Company on its business and operations, together with the Audited Financial Statements for the year ended March 31, 2026.

HIGHLIGHTS OF FINANCIAL PERFORMANCE

The Company has recorded the following performance, for the year ended March 31, 2026:

(In Lakhs)

	Period ended 31.03.2026	Period ended 31.03.2025
Profit before interest, Depreciation and Taxation (PBIDT)	(637.56)	168.27
Less: Depreciation	0.05	0.12
Profit/(Loss) Before Tax and Extraordinary items (PBTE)	(637.61)	168.15
Add: Exceptional items	0.00	0.00
Profit/ (Loss) Before Tax (PBT)	(637.61)	168.15
Less: Current Tax	44.72	49.66
Less: Deferred Tax	(317.13)	(2.22)
Less: Taxes for earlier years	(7.22)	(17.48)
Profit/ (Loss) After Tax (PAT) (A)	(357.98)	138.20

NATURE OF BUSINESS

The Company is primarily engaged in investment, acquisition and dealing in shares, securities and other financial instruments, along with lending and advancing of money. The Company is also authorised to undertake trading activities and deal in land, buildings and other properties.

PERFORMANCE REVIEW

During the year under review, your Companys total revenue stood at Rs. 255.14 Lakhs as compared to Rs. 235.03 Lakhs for the previous year and the company has reported loss of Rs. 357.98 Lakhs as compared to the profit of Rs. 138.20 for the previous year.

DIVIDEND

Your Company is not immune to the macroeconomic headwinds being faced by every corporation of every size in the world. The Board strongly believes current market scenario would offer opportunities to re-invest the capital to enable us to create more wealth and value for the shareholders in long term. Accordingly, to create long term economic value, the Company should conserve the internal accruals in order to be ready to seize such opportunities. The Directors have therefore not recommended any dividend for the Financial Year 2025-26.

BOARD OF DIRECTORS

The Board of your Company consists of the following Directors as on 31st March 2026:

Name of Director	Designation	DIN
Mr. Kripa Shankar Mahawar	Chairman and Managing Director	01158668
Ms. Ritu Mahawar	Director	08075381
Mr. Deepak Vishwakarma	Non-Executive Non- Independent Director	11366789
Ms. Ruchi Nagori	Non- Executive Independent Director	07813731
Mr. Rakesh Agrawal	Non- Executive Independent Director	11094066
Ms. Preeti Vijayvargia	Non- Executive Women Independent Director	11095253

SUBSIDIARY/ASSOCIATES/JOINT VENTURE COMPANIES

The Company does not have any subsidiary / associate / joint venture company for the year ended 31st March 2026.

EXTRACT OF ANNUAL RETURN

In terms of the provisions of Section 92 (3) read with the provision of Section 134 (3) (a) of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, including amendments thereunder, the Annual Return filed with the Ministry of Corporate Affairs (MCA), for the Financial Year 2024-25, is available on the website of the Company, viz. http://www.gptl.in, and the Annual Return for the Financial Year 2025-26, will be made available on the website of the Company once it is filed with the MCA.

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met 7 (Seven) times during the financial year ended March 31, 2026 in accordance with the provisions of the Companies Act, 2013 and rules made there under. All the Directors actively participated in the meetings and provided their valuable inputs on the matters brought before the Board of Directors from time to time.

Sl. No.	Date	Board Strength	No. of Directors Present
1	30th May 2025	5	5
2	14th August 2025	5	5
3	18th August 2025	6	6
4	14th November 2025	6	6
5	29th November 2025	6	6
6	13th February 2026	6	5
7	27th March 2026	6	6

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that: i. In the preparation of the annual accounts, the applicable Indian accounting standards have been followed

along with proper explanation relating to material departures, if any; ii. They have 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 Company at the end of the financial year and of the profits and loss of the Company for that period; iii. They have taken proper and sufficient care 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; iv. They have prepared the annual accounts on a going concern basis; v. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and vi. They have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

FRAUD REPORTING

During the year under review, no instances of fraud were reported by the Statutory Auditors of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors of the Company have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed there under and Regulation 16(1) (b) of the SEBI, (LODR), 2015, the same have been placed and noted in the meeting of the Board of Directors held on 30th May, 2025. In the opinion of the Board, there has been no change in the circumstances which may affect their status as independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. In terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs. The Company has received declaration from all the Directors of the Company, none of them are disqualified from being appointed as Directors under Section 164(2) of the Companies Act, 2013.

NOMINATION AND REMUNERATION POLICY

A Nomination and Remuneration Committee is in existence in accordance with the provisions of sub-section (1) of Section 178 of the Companies Act, 2013 Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Kindly refer section on Corporate Governance, under head ‘Nomination and Remuneration Committee for matters relating to constitution, meetings, functions of the Committee and the remuneration policy formulated by this Committee. A Nomination and Remuneration Policy formulated and adopted, pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and Rules thereto inter alia define the Companies policy on Directors appointment and remuneration by the Nomination and Remuneration Committee. The said policy may be referred to, at the Companys website at http://www.gptl.in/info.html and policy on the above is attached herewith as Annexure-I

STATUTORY AUDITORS & COST AUDITORS

Pursuant to the provisions of Section 139 of Companies Act, 2013 read with the Companies (Audit and Auditors) Rules,

2014, M/s Kushal S Poonia & Co, Chartered Accountants (Firm Registration No. 156576W), was appointed as the statutory auditors of the Company for conducting audit for the Financial Year 2025-26. The Report given by the Statutory Auditors on the financial statements of the Company for the financial year ended 31st March, 2026 is a part of the Annual Report. The Auditors have issued a Qualified Report for the Financial year ended 31st March 2026. The appointment of Cost Auditor is not mandatory to the Company, hence, the Company has not appointed a Cost Auditor. Maintenance of Cost Record under Section 148(1) of Companies Act, 2013 is not mandatory for the Company.

SECRETARIAL AUDIT REPORT

As required under provisions of Section 204 of the Companies Act, 2013, the report in respect of the Secretarial Audit carried out by KSN & Co., Practicing Company Secretaries in Form MR-3 for the FY 2025-26 forms part to this report. The said report does not contain any adverse observation or qualification or modified opinion requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013. The Secretarial Audit Report forms part of this report marked as Annexure-II.

EXPLANATION OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE AUDITOR IN THE REPORT

There is no Such Qualification

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Pursuant to the provisions of Section 186(11) of the Companies Act, 2013, loans given and acquisition of securities by a Non-Banking Financial Company in the ordinary course of its business are exempted from compliance requirements of section 186 of the Companies Act, 2013. Hence, the requisite disclosure requirement is not applicable to the company.

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

The information on transactions with related parties pursuant to Section 134(3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules 2014 are disclosed in the Balance Sheet. All the contracts were at arms length and in ordinary course of business. The policy on transactions with ‘related party has been devised by the Board and available in the website of the Company. Further, during the year there were no material related party contracts entered into by the Company and all contracts were at arms length and in ordinary course of business.

STATE OF COMPANYS AFFAIR

Discussion on state of Companys affairs has been covered in the Management Discussion and Analysis Report.

TRANSFER TO RESERVES

As the company has incurred the loss during the FY 2025-26, therefore the company has not transferred any amount to Statutory Reserve under 45-IC of RBI Act, 1934 as well as General Reserves.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments have occurred after the closure of the year till the date of this Report, which affect the financial position of the Company.

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

A. Conservation of Energy and Technology Absorption:

The Company doesnt have any particulars to report regarding conservation of energy and technology absorption as required under Section 134 (3) (m) of the Companies Act, 2013, read with Rules thereunder.

B. Foreign Exchange earnings and outgo:

Particulars	Amount
Foreign exchange earnings	Nil
Foreign exchange outgo	Nil

RISK MANAGEMENT POLICY

The Board of Directors of the Company has put in place a Risk Management Policy which aims at enhancing shareholders value and providing an optimum risk-reward trade off. The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures.

CORPORATE SOCIAL RESPONSIBILITY

The Company does not fall under the criteria of making contributions towards various activities of Corporate Social Responsibility as envisaged under Section 135 of Companies Act, 2013.

EVALUATION OF BOARD PERFORMANCE

Pursuant to provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out performance evaluation of its own performance and that of its committees and individual Directors. The Nomination and Remuneration Committee of the Board has formulated a Performance Evaluation Framework, under which the Committee has identified criteria upon which every Director, every Committee and the Board as a whole shall be evaluated.

CHANGE IN NATURE OF BUSINESS, IF ANY

In the Financial Year 2025-26, there was no change in the nature of business of the Company.

DETAILS OF APPOINTMENT AND RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL DURING THE YEAR

The Board of Directors of the Company comprises of six (6) Directors, consisting of two Executive Directors, including the Chairman & Managing Director, three Non-Executive Independent Directors and one Non-Executive Non-Independent Director. The details of the composition of the Board and its Committees are provided in the Corporate Governance Report forming part of this Annual Report. During the financial year under review, there were changes in the composition of the Board of Directors and Key Managerial

Personnel ("KMP") of the Company. The details of such changes are set out below:

Appointment of Directors

At the meeting of the Board of Directors held on 18 August 2025, Mr. Rakesh Agrawal (DIN: 11094066) and Ms. Preeti Vijayvargia (DIN: 11095253) were appointed as Additional Directors in the capacity of Non-Executive Independent Directors of the Company with effect from 18 August 2025, subject to the approval of the Members of the Company.

Further, at the meeting of the Board of Directors held on 29 November 2025, Mr. Deepak Vishwakarma (DIN: 11366789) was appointed as an Additional Director in the capacity of Non-Executive Non-Independent Director of the Company with effect from 29 November 2025, subject to the approval of the Members of the Company. The Company subsequently sought the approval of the Members for the aforesaid appointments through a Postal Ballot Notice dated 28 January 2026. However, the requisite majority was not received and, accordingly, the resolutions were not approved by the Members, as evidenced by the Scrutinizers Report dated 05 March 2026.

Thereafter, the Company issued a fresh Postal Ballot Notice dated 27 March 2026 seeking approval of the Members for the appointment of Mr. Rakesh Agrawal, Ms. Preeti Vijayvargia and Mr. Deepak Vishwakarma. The remote e-voting process commenced on 29 March 2026 and concluded on 27 April 2026. The resolutions relating to the appointment of the aforesaid Directors were subsequently approved by the Members with the requisite majority and were deemed to have been passed on 27 April 2026, being the last date of remote e-voting. Accordingly, the appointment of Mr. Rakesh Agrawal and Ms. Preeti Vijayvargia as Non-Executive Independent Directors and Mr. Deepak Vishwakarma as Non-Executive Non-Independent Director stands approved by the Members of the Company.

Resignation of Directors

Mrs. Sangita Kar resigned from the office of Director of the Company with effect from 18 August 2025.

Further, Mr. Suranjan Upadhyay resigned from the office of Non-Executive Non-Independent Director of the Company with effect from 29 November 2025.

Appointment of Key Managerial Personnel

During the year under review, Mr. Vikash Vishwakarma was appointed as the Chief Financial Officer (CFO) of the Company with effect from 18 August 2025.

Retirement by Rotation and Re-appointment of Director

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Kripa Shankar Mahawar (DIN: 01158668), who is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment as a Director of the Company. The Company has received the requisite declaration from Mr. Kripa Shankar Mahawar confirming that he is not disqualified from being appointed or re-appointed as a Director of the Company pursuant to the provisions of Section 164(2) of the Companies Act, 2013. The Board, based on the recommendation of the Nomination and Remuneration Committee, wherever applicable, recommends the re-appointment of Mr. Kripa Shankar Mahawar (DIN: 01158668) as a Director of the Company for approval of the Members at the ensuing Annual General Meeting.

PARTICULARS OF CHANGES IN DIRECTOR AND KEY MANAGERIAL PERSONNEL DURING THE YEAR

Name	DIN / Membership No.	Category / Designation	Date of Appointment / Re-appointment / Cessation	Remarks
Mr. Rakesh Agrawal	11094066	Non-Executive Independent Director	18-08-2025	Appointed as Additional Director in the capacity of Independent Director, subject to Members approval. Subsequently approved by Members through fresh Postal Ballot on 27-04- 2026.
Ms. Preeti Vijayvargia	11095253	Non-Executive Independent Director	18-08-2025	Appointed as Additional Director in the capacity of Independent Director, subject to Members approval.
				Subsequently approved by Members through fresh Postal Ballot on 27-04- 2026.
Mr. Deepak Vishwakarma	11366789	Non-Executive Non- Independent Director	29-11-2025	Appointed as Additional Director. Subsequently approved by Members through fresh Postal Ballot on 27-04- 2026.
Mr. Vikash Vishwakarma		Chief Financial Officer	18-08-2025	Appointed as Chief Financial Officer of the Company.
Mr. Suranjan Upadhyay	05287812	Non-Executive Non- Independent Director	29-11-2025	Resigned from the office of Non- Executive Non-Independent Director.
Mrs. Sangita Kar	07145123	Director	18-08-2025	Resigned from the office of Director of the Company.
Mr. Kripa Shankar Mahawar	01158668	Director / Chairman & Managing Director	12-10-2011	Eligible to Retire by rotation and, being eligible, offers himself for re- appointment.

NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

None

DETAILS RELATING TO DEPOSITS, COVERED UNDER CHAPTER V OF THE COMPANIES ACT, 2013

During the year under review, your Company neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were classified as ‘Deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

To the best of our knowledge, the Company has not received any such order from the Regulators, Courts or Tribunals during the year, which may impact the going concern status or the Companys operation in future.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors and the Internal Auditors of the Company on the inefficiency or inadequacy of such controls.

PREVENTION OF SEXUAL HARASSMENT

Your Company is committed to providing a safe and secure working environment to its women employees and has in place the required Internal Complaints Committee as envisaged in the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013. During the year: i. Number of Complains received in the year: Nil ii. Number of Complains disposed of in the year: Nil

iii. Number of cases pending for more than ninety days: Nil

DETAILS OF APPLICATION OR ANY PROCEEDING HAS BEEN PENDING AGAINST THE COMPANY UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

Neither any application has been made or any proceeding has been pending against the Company under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTION ALONG WITH THE REASONS THEREOF

During the Financial Year 2025-26, your company has not done any one-time settlement in respect with any banks or financial institutions.

HUMAN RESOURCE DEVELOPMENT

During the year under review, your Company focused on its People strategy towards creating a high performing work culture.

Your Companys HR Policies are dynamic and are realigned to ensure that they address changing workforce trends, best practices and legislative requirements, thereby helping to achieve your Companys evolving objective.

CORPORATE GOVERNANCE

Your Company attaches considerable significance to good Corporate Governance as an important step towards building investor confidence, improving investors protection and maximizing long-term shareholders value. As per

SEBI Listing Regulations, the Corporate Governance Report with the Auditors Certificate thereon and the Management Discussion and Analysis are attached, which forms a part of this report. A certificate from Statutory Auditor of the Company M/s Kushal S Poonia & Co, Chartered Accountants (Firm Registration No. 156576W) conforming compliance to the conditions of Corporate Governance as stipulated under Para E of Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is enclosed to this report. (Annexure-IV)

AUDIT COMMITTEE

An Audit Committee is in existence in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Kindly refer section on

Corporate Governance, under head ‘Audit Committee for matters relating to constitution, meetings and functions of this Committee. There have been no instances where the Board has not accepted the recommendations of the Audit Committee.

INFORMATION FORMING PART OF THE BOARDS REPORT PURSUANT TO RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

The relevant information pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed to this Report. However, the Report and Financial Statements are being sent to all Shareholders of the Company excluding the information on employees particulars as per Rule 5 of Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014, as amended, and are available for inspection by the shareholders electronically upto the date of the ensuing Annual General Meeting. Accordingly, shareholders may write to the Company at garbifinvest@gmail.com.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34(2) read with paragraph B of Schedule V to the SEBI (LODR) Regulations, 2015, the Management Discussion and Analysis Report is attached as Annexure V and forms an integral part of this Report.

VIGIL MECHANISM

In compliance with the provisions of Section 177(9) of the Companies Act, 2013, the Board of Directors of the Company has framed the "Whistle Blower Policy" as the vigil mechanism for Directors and employees of the Company. The said policy is available at the website of the Company.

CASH FLOW

A Cash Flow Statement for the year ended 31st March 2026, is attached to the Balance Sheet as a part of the Financial Statements.

OTHER DECLARATIONS

During the year under review: a) The company has complied with Secretarial Standards issued by the Institute of Company Secretaries (ICSI) on

the Board and General Meetings. b) The company does not have any scheme or provision of money for the purchase of its own shares by employees/ Directors or by trustees for the benefit of employees/Directors. c) The Company has not issued equity shares with differential rights as to dividend, voting or otherwise and d) There was no change in the share capital or nature of business of the Company.

EMPLOYEE RELATIONS

The employee relations remained harmonious throughout the year and your Directors wishes to convey their gratitude and place on record their appreciation for all the executives, staff and workers at all levels for their hard work, solidarity, cooperation and dedication during the year.

MATERNITY BENEFITS

Your Company fully complies with the provisions of The Maternity Benefit Act,1961. While no employee availed maternity benefits during the financial year under review, the Company remains fully committed to providing such benefits as and when applicable.

DEMATERIALIZATION OF SHARES AND LIQUIDITY

Under the depository system, the International Securities Identification Number (ISIN) allotted to the company is INE721C01019.

As on 31st March, 2026, 10614590 number of Equity shares of the Company are in dematerialized form. The shares of the Company are held in dematerialized form with the depositories. The holding in Equity shares (with CDSL & NSDL) as on 31.03.2026 is as mentioned below: CDSL: 2688118 (22.91%) NSDL: 7926472 (67.57%) Despite several requests to the shareholders, still 1116090 (9.52%) of Equity shares are held in physical form.

As per SEBI notification No SEBI/LAD-NRO/GN/2018/24 dated 8th June 2018 no sale or purchase except in case of transmission or transposition of securities will be allowed in physical form with effect from 180 days from the date of publication of the said notification in the official gazette. Therefore, we would like to suggest to you to kindly convert your shares of face value of Rs.10/- each from physical mode to demat mode as it will be beneficial to you. In case you do not have any demat account, you may contact your nearest Depository Participant (DP) who will guide you in opening the same. Conversion of physical shares to dematerialized shares is a simple process.

ANNEXURE FORMING PART OF THIS REPORT OF THE DIRECTORS

ANNEXURE	PARTICULARS
I	Nomination and Remuneration policy
II	Secretarial Audit Report (MR-3)
III	Report on Corporate Governance
IV	Certificate on Corporate Governance
V	Management Discussion and Analysis Report
VI	Certificate of Non-Disqualification of Directors
VII	Key Financial Ratio

ACKNOWLEDGEMENT

Your Board of Directors takes this opportunity to thank all the stakeholders - the Government, shareholders, customers, vendors, bankers and all other associates for their unstinted support and co-operation. Your Directors also wish to place on record their deep appreciation for the dedication and commitment of all employees of the Company.

	For and on behalf of the Board of Directors
	Kripa Shankar Mahawar
Place: Mumbai	Chairman and Managing Director
Date: 03-09-2026	(DIN: 01158668)