Garnet International Ltd Directors Report

To

Members,

The Directors present their Forty-Fourth (44th) Annual Report with the Audited Financial Statements for the year ended 31st March, 2026.

1. FINANCIAL RESULTS (Indian AS)

Financial Results are as under:

(Rs. in Lakhs)

Particulars	Standalone		Consolidated
	Year ended 31.03.2026	Year ended 31.03.2025	Year ended 31.03.2026	Year ended 31.03.2025
Income for the year	406.65	326.63	487.47	873.46
Expense for the year	66.78	316.89	149.31	854.52
Profit before Tax and Interest	339.87	9.73	338.15	18.94
Current Tax	-	-	0.00	2.13
Provisions for Taxation/ Deferred Tax	(0.77)	(0.25)	(0.77)	(0.25)
Net Profit / (Loss) for the Current Year	340.64	9.99	338.92	17.06
Profit from Associate Company	-	-	135.83	136.40
Exceptional Items	-	-	-	-
Net Profit After Tax	340.64	9.99	474.75	153.46
Transfer to General Reserves	-	-	-	-
Balance carried to Balance Sheet	340.64	9.99	474.75	153.46

2. OPERATIONS

The Standalone Operating Income of the Company is derived from a mix of dividend, interest income, income from derivatives and other income. During the year under review, on Standalone basis your Company recorded a total income of Rs. 406.65 Lakhs as compared to last years total Income of Rs. 326.63 Lakhs and Net Profit of Rs. 340.64 Lakhs as compared to last years net profit of Rs. 9.99 Lakhs.

3. DIVIDEND

Board of Directors has decided not to recommend any dividend for the year ended 31st March 2026.

4. TRANSFER TO RESERVES

No amount was transferred to General Reserve during the year.

5. MANAGEMENT DISCUSSION AND ANALYSIS Global Markets - A Year of Two Halves

Financial year 2025-26 was shaped by sharp divergence between a strong first half and a turbulent second half. Central banks continued their cautious path toward monetary easing, with the RBI itself delivering cumulative rate cuts through the year before holding steady, while global inflation, though moderating, remained sticky in services. Trade policy continued to be a dominant theme, with US tariff actions adding to global supply chain and inflationary pressures through much of the year.

Artificial intelligence remained a defining driver of global market sentiment and capital allocation, with AI- linked technology names commanding a disproportionate share of global market capitalisation gains. However, markets globally, and Indian equities in particular, faced a fresh shock in the closing months of the fiscal year: escalating W est Asia geopolitical tensions in early 2026 triggered a sharp rise in crude oil prices, renewed risk-off sentiment, and a broad-based sell-off across emerging markets, reversing much of the years earlier gains.

Indian Equity Markets FY 2025-26 - Record Highs to a Sharp Reversal

FY 2025-26 was a year of two distinct halves for Indian equities. The BSE Sensex swung in a broad range through the first half of the year amid US tariff-related uncertainties, valuation concerns, and geopolitical tensions, before ending the first six months with a modest gain. The rally extended meaningfully into the December 2025-January 2026 period, aided by the rollout of GST rate rationalization and a resurgence in domestic liquidity, which briefly took benchmark indices to record highs.

However, this recovery proved short-lived. Indian markets ended the financial year on a weak note, with the Sensex and Nifty falling over 2% on the last trading day of FY26 alone, dragged down by escalating geopolitical tensions, rising oil prices, RBI policy responses, and the rupee sliding to record lows. For the full financial year ended March 31, 2026, the Nifty 50 declined over 5% while the Sensex fell more than 7%, giving up the bulk of the gains accumulated earlier in the year.

Institutional flows told a similarly divided story. Foreign portfolio investors offloaded a net ?2.7 lakh crore of shares over the year, while domestic institutions absorbed a net ?8.5 lakh crore, once again underscoring the stabilizing role played by domestic mutual funds, insurance flows, and retail participation in cushioning the market against foreign outflows. The RBIs rate-easing cycle, GST reforms, and resilient domestic consumption provided support for much of the year, even as the late-year geopolitical shock tested that resilience.

Risks and Concerns

The Companys business remains inherently exposed to market, credit, and operational risks, with its financial performance closely tied to broader capital market returns. While the medium-term outlook for Indian equities remains constructive, this years events are a reminder that it stays vulnerable to sharp corrections from external shocks — geopolitical conflicts, volatile crude oil prices, currency depreciation, and global trade tensions.

Financial Performance and Operational Review

The paid-up equity share capital of the Company as on March 31, 2026 stands at Rs. 19,63,50,000/- divided into 1,96,35,000 fully paid-up equity shares of Rs. 10/- each.

Net Worth

The Net Worth of the Company stands at Rs. 3750.10 lakhs.

Total Income

During the year total income was reported at Rs. 406.65 lakhs.

Credit Facilities

The Company has not availed any credit facility from any Bank or Financial Institution. It has consistently been able to meet its financial needs through available resources and internal accruals.

Finance Cost

The finance cost of the Company stands at Nil.

Tax Expense

Current tax expense was Nil during the year.

6. FIXED DEPOSITS

The Company has neither accepted nor renewed any public deposits under the provisions of the Companies Act, 2013 (‘Act).

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company is a Non-Banking Financial Company (NBFC) registered with the Reserve Bank of India and is principally engaged in investment in securities. During the year, the Company made investments and extended loans to certain entities. The Auditors have made observations/qualifications regarding compliance with Section 186(7) which form part of and should be read with their respective reports.

8. CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Section 129(3) of the Companies Act, 2013, the Consolidated Financial Statements have been prepared and form an integral part of this Annual Report. Members desirous of obtaining a copy of the annual accounts of the Companys subsidiary, along with related detailed financial information, may write to the Company Secretary at secretarial@garnetint.com . The said accounts are also hosted on the Companys website for reference.

During the year under review, the Companys consolidated financial statements incorporate the financial results of Whitewall India Private Limited ("Whitewall"), which continues as the Companys subsidiary, and Sukartik Clothing Private Limited ("Sukartik"), which continues as the Companys associate. In line with the requirements of Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has framed and adopted a Policy for Determination of Material Subsidiaries, which is hosted on the Companys website at www.garnetint.com .

Subsidiary & Associate Companies:

As on the date of this report, the Company has under its fold one Material Subsidiary, viz. Whitewall India Private Limited, and one Associate, viz. Sukartik Clothing Private Limited. During the year, there was no change in the nature of business carried on by either entity, nor was there any addition to or cessation of subsidiaries/associates/joint ventures.

Pursuant to the exemption granted vide the General Circular issued by the Ministry of Corporate Affairs, the Company has not attached the financial statements of its Subsidiary and Associate along with its own Balance Sheet. In compliance with the aforesaid circular, a statement containing the salient features of the financial statements of the Subsidiary and Associate is provided in the prescribed Form AOC-1, which forms Annexure - A to this Report.

9. BOARD AND COMMITTEE MEETINGS

The Board of Directors met four times during the financial year under review, the intervening gap between two consecutive Meetings being within the limits prescribed under the Companies Act, 2013 and the SEBI Listing Regulations. The dates on which the said Meetings were held, along with the composition of the Board, its committees, and the attendance of Directors thereat, have been furnished in the Corporate Governance Report forming part of this Annual Report.

During the year under review, all recommendations made by the Audit Committee were duly accepted by the Board, and there was no occasion where the Board did not concur with any recommendation of the Committee.

10. DIRECTORS RESPONSIBILITY STATEMENT

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 including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2025-26.

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that: -

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

b. 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 profit of the Company for that period;

c. 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;

d. they have prepared the annual accounts on a going concern basis;

e. 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;

f. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

11. RISK MANAGEMENT FRAMEWORK

Pursuant to the applicable provisions of the Companies Act, 2013 and Regulation 17(9) of the SEBI Listing Regulations, Garnet International Limited has adopted an integrated Risk Management Policy.

During FY 2025-26, the Company continued to strengthen its risk governance mechanisms to proactively detect, analyze, and manage market uncertainties. By systematically rating risks according to their probability and potential business impact, the framework ensures timely mitigation, protects organizational resilience, and supports sustainable long-term value creation for stakeholders.

12. INTERNAL CONTROL SYSTEMS

Pursuant to Section 134(5)(e) of the Companies Act, 2013, the Company has established an effective internal control architecture designed to safeguard assets, prevent fraud, and ensure the reliability of financial reporting. Standardized policies and operational procedures provide adequate checks and balances across all business functions.

The Internal Auditors continuously review the efficacy of these control mechanisms, verifying compliance with applicable laws and regulatory standards. Periodic Internal Audit reports, along with corrective

management action plans, are reviewed by the Audit Committee to maintain high standards of corporate governance and operational efficiency throughout FY 2025-26.

13. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee Chairman.

14. RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year were on an arms length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations. There were no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions, if any.

15. CORPORATE SOCIAL RESPONSIBILITY

In accordance with the principles of Section 135 and Schedule VII of the Companies Act, the Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee. The Committee is led by Chairman Mr. Suresh Gaggar, with Mrs. Sandhya Lotlikar, Mr. Suresh Kumar Gaur, and Mr. Ramakant Gaggar serving as members. As the company does not fall within the purview of Section 135 for the current financial year, the provisions relating to CSR are not applicable. Consequently, a formal annual report on corporate social responsibility has not been prepared and is therefore not annexed to this report.

16. CHANGE IN NATURE OF BUSINESS

There has been no change in nature of business of the company during the F.Y. 2025-2026. Your company is engaged in other financial services i.e. Investment in securities etc. so there is only one segment reporting as per IND AS 108

17. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE

In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has implemented a POSH Policy and constituted an Internal Committee to handle matters concerning workplace harassment. No complaints were pending at the beginning of the year, and none were received during FY 2025-26. Consequently, zero complaints remain pending as of March 31, 2026.

18. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of the Act and the Companys Articles of Association, Mr. Ramakant Gaggar (DIN: 01019838), retires by rotation and, being eligible, offers himself for re-appointment. A resolution seeking shareholder approval for his reappointment forms part of the Notice.

Pursuant to the provisions of Section 149 of the Act, the Independent Directors 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 thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. In terms of Regulation 25(8) of SEBI Listing Regulations there has been no change in the circumstances affecting their status as Independent Directors of the Company. Further, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company. Pursuant to the provisions of Section 203 of the Act, Mr. Sanjay Raut, Chief Financial Officer, and Ms. Shipra Rathi, Company Secretary & Compliance Officer, continued as Key Managerial Personnel of the Company as on March 31, 2026. There were no changes in the Directors or Key Managerial Personnel of the Company during the financial year 2025-26, however, Ms. Shipra Rathi tendered her resignation from the position of Company Secretary & Compliance Officer with effect from the closing hours of June 30, 2026.

Details pertaining to Director seeking re-appointment together with other directorships and committee membership have been given in the annexure to the Notice of the AGM in accordance with the requirements of the SEBI Listing Regulations and Secretarial Standard-2 on General Meetings.

20. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS

In accordance with the provisions of the Act and Listing Regulations, the Board conducted an annual performance evaluation of itself, its committees, and individual directors. The Nomination and Remuneration Committee, guided by the SEBI Guidance Note on Board Evaluation dated January 5, 2017 (as updated time to time), established the criteria, procedure, and timeline for this process. The evaluation of the Board as a whole focused on its key responsibilities, structure, processes, and its relationship with management.

The performance of individual directors was evaluated based on their contributions and support to management. The Chairmans evaluation also considered his role in setting the Boards strategic agenda and fostering communication. Committees were assessed on their effectiveness, composition, and dynamics.

The Independent Directors were evaluated by the entire Board, while the Chairman and Non-Independent Directors were evaluated by the Independent Directors, who also reviewed the Boards overall performance. Additionally, the Nomination and Remuneration Committee conducted its own review of the Board, its committees, and all individual directors.

21. REMUNERATION POLICY

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

22. AUDITORS

(i) Statutory Auditors

M/s Sarda Soni Associates LLP, Chartered Accountants (Firm Registration No. 117235W/W100126), continue as the Statutory Auditors of the Company. They were appointed at the 42nd Annual General Meeting (AGM) held on September 30, 2024, for a term of 5 (five) consecutive years to hold office until the conclusion of the 47th AGM of the Company to be held in the year 2029.

In terms of the Companies (Amendment) Act, 2017, the requirement of seeking annual ratification for their appointment from the members has been dispensed with. The Statutory Auditors have confirmed that they continue to satisfy the eligibility criteria under Sections 139 and 141 of the Companies Act, 2013 and hold a valid Peer Review Certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI), as required under Regulation 33(1)(d) of the SEBI Listing Regulations.

Auditors report for the financial year ended 31st March, 2026 forms part of this Annual Report. Following mentioned remarks are given by the Auditors of the Company in their Audit Report for the year ended 31st March, 2026:

a) The Company has not made interest provision nor received any Interest on unsecured Inter-Corporate loan (parties covered under section 186 of the Companies Act, 2013) of Rs. 966.80 lakhs, (yearend balance of such loan is Rs. 1112.80 lakhs), which is in non- compliance of provisions of Section 186(7) of the Act.

b) The Company has neither paid nor provided interest on few of its borrowings during the financial year (year end balances of such borrowing are Rs. 100 lakhs). Had such interest been recognized, the finance cost and interest liability for the year ended March 31, 2026 would have been further increased to that extent. Consequently, the reported Profit for the year of the Company would have been further decreased to that extent.

c) The Company has granted interest free unsecured loan to its Subsidiary company. Company has not made interest provision nor received any Interest on the said loan (parties covered under section 186 of the Companies Act, 2013), which is in non- compliance of provisions of Section 186(7) of the Act.

d) The Company carries outstanding inter-corporate borrowings and advances which present a regulatory classification matter for its Type I- NBFC category.

Point wise reply by the management for the remark given by Statutory Auditor:

a) Company ensures to recover the interest from companies in next financial year.

b) We are consulting with external legal experts to determine the most appropriate course of action to regularize this loan and ensure full compliance. We are committed to strengthening our internal governance framework to prevent any recurrence of such non-compliance.

c) Company has asked for Interest from the subsidiary in the Current financial year.

d) The Board has taken note of the qualification. To resolve the non-compliance, the Board is currently evaluating three options: repaying the existing borrowings to restore the Type I status, applying to the RBI for conversion to a Type II registration, or voluntarily surrendering the NBFC license. A final decision on the most viable course of action will be taken shortly.

(ii) Secretarial Auditors

Pursuant to Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI Listing Regulations, Shri Sidharth Sharma, Practicing Company Secretary, was appointed as the Secretarial Auditor of the Company for a period of 5 (five) consecutive years from April 01, 2025 to March 31, 2030.

He continues as the Secretarial Auditor of the Company for the financial year 2025-26. The Secretarial Audit Report in Form MR-3 for FY 2025-26 is attached as "Annexure B" to this Boards Report. Further, pursuant to Regulation 24A of the SEBI Listing Regulations, the Secretarial Audit Report of Whitewall India Private Limited, the material unlisted subsidiary of the Company, for FY 2025-26 is also attached herewith as "Annexure B-1".

Following mentioned remarks/observation/qualification are given by the Secretarial Auditor of the Company in their Audit Report for the year ended 31st March, 2026:

a) T he Company has granted interest free unsecured loan to its subsidiary company and other corporate entities, which is in non- compliance of provisions of Section 186(7) of the Act.

b) T he Company has neither paid nor provided interest on its borrowings during the financial year.

c) The Company has transferred equity shares to the Investor Education and Protection Fund (IEPF) Authority and filed Form IEPF-4 beyond the prescribed due date.

d) The Secretarial Audit Report of the Companys material unlisted subsidiary, M/s Whitewall India Private Limited, for FY 2024-25 was not included in the Annual Report for FY 2024-25.

Reply by the management for the remark given by Secretarial Auditor:

The Company shall take necessary corrective measures to recover the interest from the concerned entities. Further, the delay in filing Form IEPF-4 and transferring shares occurred due to the delayed receipt of data from the RTA, the omission of the subsidiarys Secretarial Audit Report from the Annual Report was due to the report being received after the Companys Boards Report had already been approved and finalized. However, the report was subsequently uploaded on the Companys website, and necessary steps have been taken to avoid recurrence of such instances.

(iii) Cost Records and Cost Auditors

The provisions of Cost Audit and Records as prescribed under Section 148 of the Act, are not applicable to the Company.

23. SECRETARIAL STANDARDS OF ICSI

The Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS - 1) and General Meetings (SS - 2) issued by the Institute of Company Secretaries of India and approved by the Central Government.

24. CORPORATE GOVERNANCE

The Annual Report contains a separate section on the Companys corporate governance practices, together with a certificate from the Companys Auditors confirming compliance, as per SEBI Listing Regulations.

25. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

Regulation 34 (2) (f) of SEBI (LODR) Regulations 2015 related to Business Responsibility and Sustainability Report (BRSR) is not applicable to the Company.

26. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return in Form MGT-7 for FY 2025-26 will be uploaded on the Companys website: www.garnetint.com .

27. REPORTING FRAUD

During the year under review, the Statutory Auditor and Secretarial Auditor 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 Act details of which needs to be mentioned in this Report.

28. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Since the company is an Investment Company and has no manufacturing activity or other operations,

therefore, the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are not applicable. There were no foreign exchange earnings or outgoing during the financial year ended 31st March, 2026.

29. PARTICULARS OF EMPLOYEES AND REMUNERATION

The information 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 annexed as "Annexure C".

Details required under the provisions of section 197(12) of the Act read with rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be made available to any member on request, as per provisions of section 136(1) of the Act.

30. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY

Save as disclosed elsewhere in this Report, there have been no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year (March 31, 2026) to which the financial statements relate and the date of this Report, except the following:

Forfeiture of Convertible Equity Warrants: Subsequent to the close of the financial year ended March 31, 2026, the 18-month tenure for exercising the option to convert 27,00,000 Convertible Equity Warrants (allotted on a preferential basis at an issue price of TL31.00/- per warrant) into Equity Shares expired. As the Warrant Holders did not exercise their right to convert the warrants into equity shares within the stipulated timeframe, the Board of Directors of the Company, at its meeting held on August 14, 2026, approved the forfeiture of all the 27,00,000 Warrants along with the 25% upfront subscription money received thereon, in accordance with the SEBI (ICDR) Regulations, 2018 and the provisions of the Companies Act, 2013. Accordingly, the forfeited amount shall be credited to the Capital Reserve of the Company.

31. DISCLOSURE IN RESPECT OF VOTING RIGHTS NOT EXERCISED DIRECTLY BY THE EMPLOYEES

During the financial year under review, there were no instances where voting rights were not exercised directly by the employees in respect of shares to which a scheme relates under Section 67(3) of the Companies Act, 2013 read with Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014.

32. CREDIT RATING OF SECURITIES

The Company has neither issued any debt securities nor availed credit facilities from Banks/Financial Institution requiring a credit rating. Accordingly, no credit rating was obtained or applicable during the Financial Year 2025-26.

33. INVESTOR GRIEVANCE REDRESSAL

As per the certificate issued by the Registrar and Share Transfer Agent (RTA), there were no pending investor complaints or share transfer requests as on March 31, 2026. Further, all investor grievances and requests received during the financial year were duly attended to and resolved within the prescribed timelines.

34. CAUTIONARY STATEMENT

Statements in the Boards Report and Management Discussion & Analysis describing the Companys objectives, projections, or expectations may be forward-looking statements within the meaning of applicable

securities laws and regulations. Actual results could differ materially from those expressed or implied due to economic conditions, changes in government regulations, tax regimes, statutes, market forces, and other incidental factors. The Company assumes no obligation to update any forward-looking statements.

35. ACKNOWLEDGEMENTS

The Board wishes to place on record their sincere appreciation for the continued support which the Company has received from all its stakeholders and above all, its employees.

For and on behalf of the Board of Directors Suresh Gaggar Chairman DIN: 00599561

Mumbai, 14th August, 2026