Garnet Construction Ltd Directors Report

To,

The Members,

Your Directors have pleasure in presenting their 33rd Annual Report on the business and operations of the Company and Audited Statement of Accounts for the year ended 31stMarch, 2025.

FINANCIAL HIGHLIGHTS:

The Boards Report is prepared based on the standalone financial statements of the Company.

(Rs. in Lakhs)

Particulars	Year Ended 31.03.2025	Year Ended 31.03.2024
Total Income	1941.19	1818.82
Total Expenditure	951.15	1409.39
Profit / (loss) Before Interest, Depreciation & Tax (EBITDA)	1114.16	510.33
Less : Finance Charges	92.89	72.21
Depreciation	31.23	28.69
Profit / (Loss) before Exceptional Item and Tax	990.04	409.42
Add : Exceptional Item	0	0
Minority Share of Profit / (Loss) (net)	0.00	0.00
Profit/(Loss) before Tax	990.04	409.42
Provision for Tax	249.45	115.39
Profit/(Loss) after Tax	740.59	294.03
Other Comprehensive Income / (Loss)	(2.51)	(1.12)
Total Comprehensive Income for the year net of tax	738.09	292.91

DIVIDEND:

In view of limited profits, no dividend was recommended by the Board during the year under review.

OPERATION:

During the year under review the total income of the company has marginally increased and same is Rs 1941.19 lacs as against previous year Rs. 1818.82 lacs, the same is on account of operational sales during the year. However, company has posted excellent profit of Rs. 740.59 lacs as against previous year Profit of Rs. 294.03 Lacs.

CHANGE IN BUSINESS ACTIVITY:

During The year under review there is no change among the business of the Company.

RESERVE:

The Board of Directors of your company does not propose to carry any amount to reserve.

BOARD INDEPENDENCE:

Based on the confirmation/disclosures received from the Independent Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149 (6) of the Companies Act, 2013;

Shri Akash Kamble

Shri Jitendra Maruti Jadhav

Shri Sirya Vakil Siddiqui

ANNUAL EVALUATION BY THE BOARD :

In compliance with the Companies Act, 2013 and Regulation 19 read with Schedule II of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Nomination and Remuneration Committee members, covering various aspects of the Boards functioning such as adequacy of composition of Board and Committees, Board communication, timeliness and unbiased information of right length and quality of information, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as attendance and participation in the discussion and deliberation at the meeting understanding role and responsibilities as board member, demonstration of knowledge, skill and experience that make him/her a valuable resource for the board.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Executive Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS :

The Company conducted familiarisation programme for Directors during the year. The programme aims to provide insights into the Companys business and familiarise Directors with its various aspects and assist them in performing their role as Independent Director. The Companys policy on conducting the familiarisation program has been disclosed on the website of the Company.

NUMBER OF BOARD MEETINGS :

During the year, 5 (five) meetings of the Board of Directors were held. The details of the Meetings are furnished in the Corporate Governance Report which forms part of this report.

AUDIT COMMITTEE :

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report which forms part of this report.

NOMINATION AND REMUNERATION POLICY (NRP):

The NRP of the Company for Directors, Key Managerial Personnel (KMP) and Senior Management Personnel is hosted on the website of the Company. Disclosure pertaining to remuneration and other details as required under section 197 (12) of the act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is included in the Corporate Governance Report forming part of this report.

DIRECTORS RESPONSIBILITY STATEMENT:

The Directors state that?

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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 Company at the end of the financial year and of the profit and loss of the Company for that period;

c. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 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 that such systems were adequate and operating effectively.

PREVENTION OF INSIDER TRADING :

The insider trading policy of the Company lays down guidelines and procedures to be followed and disclosures to be made while dealing with the shares of the Company. The policy has been formulated to regulate, monitor and ensure reporting of deals by designated person/employees and maintain the highest ethical standards of dealing in Company securities.

INTERNAL FINANCIAL CONTROLS :

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 observations has been received from the Auditors of the Company for inefficiency or inadequacy of such controls.

RISK MANAGEMENT:

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

DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 of Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

DETAILS OF SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

Pursuant to sub-section (3) of section 129 of the Act, during the year under review company has no subsidiary, joint venture and associates company therefore the statement containing the salient feature of the financial statement of a companys subsidiary or subsidiaries, associate company or companies and joint venture or ventures is not applicable.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The details of Loans and Investments made by the Company are given in Notes to Accounts to the Financials of the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts/arrangements/transactions entered by the company during the financial year with related parties were in the ordinary course of business and on an arms length basis. The details of material related party transaction are furnished in Annexure II and forms part of this report. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the companys website.

Your Directors also draw attention of the members to Note 33 to the financial statement which sets out related party disclosures.

As per the requirement under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Regulations"), approval of the Audit Committee was received for all the Related Party Transactions. As per the Regulation 23(8) of the SEBI Regulations, the Company has sought approval of shareholders for passing necessary resolution.

WEB LINK OF ANNUAL RETURN:

Pursuant to the provisions of section 134(3)(a) of the Companies Act, 2013, web link of the Annual Return for the Financial Year ended March 31, 2025 made under the provisions of section 92(3) of the Act is placed at http://www.garnetconstructions.com/Financial-Results.

CORPORATE GOVERNANCE:

As per Regulation 27 of the Listing Regulation, a report of the Corporate Governance and the Certificate of the Auditors of the Company in respect of the Compliance thereof are appended hereto and forming part of this report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached in the report on Corporate Governance. The Board of Directors of the Company adopted the Code of Conduct and the same is posted on the Companys website. The Directors and Senior Management personnel have affirmed their compliance with the said code.

DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTMENTS/ RESIGNATIONS DURING THEYEAR:

The following change took place during the financial year 2024-25 under review:

Shri Akash Kamble, was appointed as an Independent Director Non-Executive on the Board w.e.f. September 6, 2024. With significant expertise, he has made valuable contributions to enhancing the companys governance and strategic direction.

Shri Kishan Kumar Kedia, Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Ms. Sriya Siddiqui, was appointed as an Independent Director at the 28th AGM of the Company held on 30th September, 2020 for a term of 5 years. She is due for retirement from her first term as an Independent Director. She is eligible for re-appointment for another term of 5 (five) consecutive years subject to the approval of the Members by a special resolution. She has provided her consent for reappointment and confirmed that she is not disqualified from being appointed as an Independent Director in terms of Section 164 of the Companies Act, 2013. Based on the performance evaluation, the Nomination and Remuneration Committee (NRC) and Board at their meetings held on 6th September, 2025 has recommended her re-appointment as an Independent Director for a second term of 5 (five) consecutive years and shall not be liable to retire by rotation as provided under section 152(6) of the Companies Act, 2013.

A brief resume of the Directors seeking appointment/re-appointment at the forthcoming AGM and other details as required to be disclosed in terms of Regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meetings (SS-2) forms part of the Notice calling the AGM.

PARTICULARS OF EMPLOYEES:

During the year, there was no employee in receipt of remuneration as prescribed in the Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The prescribed particulars of Employees as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure III and form part of this Report.

DECLARATION BY INDEPENDENT DIRECTORS:

Declarations by the Independent Directors that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 has been received by the Company.

REMUNERATION POLICY:

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of directors, Key Managerial Personnel and Senior Management of the Company.

STATUTORY AUDITORS:

At the 31st Annual General Meeting of the Company held on September 30, 2023, Shankarlal Jain & Associates LLP, Chartered Accountants (FRN: 131521W), were appointed as statutory auditors of the Company to hold office till the conclusion of the 36th Annual General Meeting of the Company.

The Statutory Auditors have issued an unmodified opinion the financial statements for the Financial Year 2024-25 and the Statutory Audit report forms the part of this Annual Report. The notes on financial statements referred to in the Auditors Report prepared are self-explanatory and do not call for any further comments.

SECRETARIAL AUDIT REPORT:

In terms of Section 204 of the Companies Act, 2013 and Rules made thereunder, Ms. Neetu Maheshwari, Practicing Company Secretaries have been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditors is enclosed as Annexure to this report. The report is self-explanatory however the Company has initiated necessary steps to comply with non-compliances as per the provisions of various statute mentioned in the secretarial audit report.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Pursuant to Regulation 24A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, The Audit Committee and the Board of Directors (the Board) of the Company have recommended the appointment of Ms. Neetu Maheshwari, Company Secretaries as the Secretarial Auditors of the Company for a period of 5 (five) consecutive years, to hold office from the conclusion of this 33rd AGM of the Company until the conclusion of 38th AGM of the Company.

The Secretarial Auditors have confirmed that they satisfy the criteria as required under the Listing Regulations and the Companies Act, 2013 and the Rules made thereunder and that they are not disqualified to be the Secretarial Auditors of the Company.

The Board recommends their appointment to the shareholders. The notice convening the 33rd AGM of the Company read with the explanatory statement sets out the details.

The report in respect of the Secretarial Audit carried out by Ms. Neetu Maheshwari, Company Secretaries, in Form MR-3 for the FY 2024-25 forms part of this report. As there is observations made by the Secretarial Auditor in their report.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has a Whistle Blower Policy to report genuine concerns or grievances. The Whistle Blower Policy has been posted on the website of the Company www.garnetconstructions.com.

SIGNIFICANT MATERIAL CHANGES:

There were no material changes and commitments, which affects 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, except resignation of Shri Shiromani Chauhan form the board as Non-executive independent director.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis of the financial condition and result of operation of the Company under review, is annexed and forms an integral part of the Directors Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Report on CSR activities as required under Companies (Corporate Social Responsibility) Rules, 2014, is not applicable.

MD & CFO CERTIFICATION

Certificate from Managing Director and Chief Financial Officer of the Company, pursuant to the Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the Financial Year 2024-25 under review was placed before the Board of Directors of the Company at its meeting held on May 30, 2025.

SECRETARIAL STANDARD :

The Company complies with all applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013 for the Financial Year ended 31st March, 2025.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

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

The following is a summary of sexual harassment complaint received or dispose of during the year 202425.

• No. of Complaint received: NIL

• No. of Complaint disposed off: NIL

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

In view of the nature of the Company, Rule 8 of Company (Accounts) Rules, 2014 concerning conservation of energy and technology absorption respectively are not applicable to the Company.

The foreign exchange earnings and outgo during the year is as follows:

Outflow: Nil Inflow: Nil

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

No significant or material orders were passed by the regulators or courts or Tribunals which impact the going concern status and Companys operations in future.

DISCLOSURE ABOUT COST AUDIT:

As per the Cost Audit Orders, Cost Audit is not applicable to the Companys packing and its allied business for the FY 2024-25.

ACKNOWLEDGEMENT:

We record our gratitude to the Banks, Financial Institutions and others for their assistance and cooperation during the year. We also wish to place on record our appreciation for the dedicated services of the employees of the Company. We are equally thankful to our esteemed investors for their cooperation extended and confidence reposed in the management.

Place: Mumbai	By order of the Board of Directors
Date: September 6, 2025	Garnet Construction Limited
	Kishan Kumar Kedia
	DIN : 00205146
	Managing Director