Garnet International Ltd Directors Report

To

Members,

The Directors present their Forty-Third (43^rd) Annual Report with the Audited Financial Statements for the year ended 31st March, 2025.

1. FINANCIAL RESULTS (under Indian AS)

Financial Results are as under:

(Rs. in Lakhs)

Particulars	Standalone		Consolidated
	Year ended 31.03.2025	Year ended 31.03.2024	Year ended 31.03.2025	Year ended 31.03.2024
Income for the year	326.63	1966.39	873.46	2032.99
Expense for the year	316.89	2107.03	854.52	2166.87
Profit before Tax and Interest	9.73	(140.64)	18.94	(133.88)
Current Tax	-	-	2.13	1.76
Provisions for Taxation/ Deferred Tax	(0.25)	0.77	(0.25)	0.77
Net Profit / (Loss) for the Current Year	9.99	(141.41)	17.06	(136.41)
Profit from Associate Company	-	-	136.40	82.39
Exceptional Items	-	-	-	544.37
Net Profit After Tax	9.99	(141.41)	153.46	(598.40)
Transfer to General Reserves	-	-	-	-
Balance carried to Balance Sheet	9.99	(141.41)	153.46	(598.40)

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. 326.63 Lakhs as compared to last year’s total Income of Rs. 1966.39 Lakhs and Net Profit of Rs. 9.99 Lakhs as compared to last year’s net loss of Rs. 141.41 Lakhs.

3. DIVIDEND

Board of Directors has decided not to recommend any dividend for the year ended 31st March 2025.

4. TRANSFER TO RESERVES

No amount was transferred to General Reserve during the year.

5. MANAGEMENT DISCUSSION AND ANALYSIS Global Markets - Navigating Uncertainty

The period of 2024-2025 has been defined by a complex global environment marked by both resilience and persistent uncertainty. While central banks have made progress in taming inflation, price pressures— particularly in services—have proven stubborn, complicating the path to monetary policy normalization. This has led to a careful approach from central banks, with some initiating rate cuts to support growth, while others, like the U.S. Federal Reserve, have remained more cautious, signaling a prolonged battle to bring inflation back to target levels.

Economic growth has been a story of divergence. While the overall global economy continues to grow at a steady, albeit slow, pace, performance varies significantly by region. A key feature of this period has been the impact of renewed trade tensions and the implementation of new tariffs, particularly those championed by the Trump administration. These policy shifts have created significant uncertainty, impacting global supply chains and adding to inflationary pressures, which has complicated the growth trajectory for many nations.

Technology, particularly artificial intelligence (AI), has emerged as a powerful force and a key driver of market sentiment. Significant investment in AI has reshaped industries and fueled a massive rally in the technology sector, with major AI-related companies reaching unprecedented market capitalizations. Experts project that AI has the potential to boost global GDP over the next decade, though the full extent of its impact hinges on responsible deployment and addressing challenges like rising energy use and labour market disruptions.

In the midst of this, equity markets have largely staged a strong rally, buoyed by a "risk-on" sentiment and a belief in a "soft landing" for major economies. However, this optimism is tempered by the volatility and unpredictability stemming from geopolitical events and new trade policies like the Trump tariffs. Investor sentiment remains sensitive to incoming economic data and policy shifts, as elevated valuations in some sectors leave little room for disappointment. This complex backdrop underscores the need for selective, fundamentals-driven investing as markets continue to evolve in a dynamic global landscape.

Indian Equity Markets

The Indian equity markets in 2024-2025 have showcased remarkable resilience and dynamism, distinguishing them from a more uncertain global landscape. A robust domestic economy has been the primary catalyst, with India consistently being one of the worlds fastest-growing major economies. This growth is fueled by strong consumer demand, particularly in urban areas, and a visible pickup in private sector capital expenditure. Government initiatives, including a continued focus on fiscal consolidation and large-scale infrastructure projects, have also provided a stable macro-economic backdrop, boosting investor confidence.

A defining characteristic of this period has been the significant shift in market dynamics driven by investor behaviour. While Foreign Institutional Investors (FIIs) have shown volatility, at times being net sellers due to global uncertainties and high domestic valuations, their influence has been effectively countered by the surging power of domestic investors. Domestic Institutional Investors (DIIs), particularly mutual funds, have provided a steady stream of capital through systematic investment plans (SIPs), acting as a stabilizing force. Concurrently, a boom in retail participation has deepened the market, with the number of individual investors reaching record highs, underscoring a growing public belief in Indias long-term growth story.

The markets performance has been broad-based, though certain sectors have been clear leaders. The financial services and banking sectors have performed notably well, driven by digital transformation and strong credit growth. Technology and IT services have benefited from the global AI upcycle and rising demand for digital solutions. Other key growth areas include capital goods, defense, and electric vehicles, all supported by government policies like the "Make in India" initiative. This diversification across sectors, combined with a robust domestic investor base, has positioned the Indian equity market to navigate both internal and external challenges with confidence.

Risks and Concerns

The nature of the Companys business inherently exposes it to various risks, with credit and operational risks being encountered in its daily operations. Furthermore, the Company’s financial performance is intrinsically linked to the returns from the capital markets. While the Indian stock market is expected to perform well, this positive outlook is vulnerable to sharp corrections stemming from major global concerns, such as the economic disruptions caused by the tariff wars and the geopolitical instability arising from the Russia-Ukraine conflict.

Financial Performance and Operational Review

The paid-up equity share capital of the Company as on March 31, 2025 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. 3408.80 lakhs.

Total Income

During the year total income was reported at Rs. 326.63 lakhs.

Credit Facilities

The Company has not availed any credit facility. It has consistently been able to meet its financial needs through internal accruals.

Finance Cost

The finance cost of the Company stands at Nil Tax Expense

The Company has incurred a tax expense of Nil in the current year.

6. FIXED DEPOSITS

The Company has not accepted any public deposits under the provisions of the Companies Act, 2013 (‘Act’).

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The provisions of section 186 of the Act pertaining to investment, guarantee and lending activities are not applicable to the Company since the Company is a Non-Banking Financial Company ("NBFC") whose principal business is acquisition of securities.

8. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company form part of the Annual Report. The annual accounts of the subsidiary company and related detailed information are available on the website of the Company and the same may be obtained by writing to the Company Secretary at the Registered e-mail ID of the Company: secretarial@garnetint.com

The consolidated financial results reflect the operations of Whitewall India Private Limited ("Whitewall") as subsidiary company and Sukartik Clothing Pvt. Ltd. ("Sukartik") as associate company. The Company has adopted a Policy for determining Material Subsidiaries in terms of Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations’’). The Policy, as approved by the Board, is available on the Company’s website: www.garnetint.com . As on March 31, 2025, none of the subsidiaries of the Company fulfils the criteria given under Regulation 16(1)(c) of the Listing Regulations.

Subsidiary & Associate Companies:

The Company is having a Subsidiary i.e. Whitewall India Private Limited and an Associate i.e. Sukartik Clothing Private Limited. There has been no material change in the nature of business of the subsidiary or associate companies.

In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit & Loss and other documents of the Subsidiary and Associate Companies are not being attached with the Balance Sheet of the Company. However, the financialinformation of the Subsidiary and Associate Companies are disclosed in the Annual Report in compliance with the said circular in Form AOC 1 as Annexure - A.

9. BOARD AND COMMITTEE MEETINGS

During the year under review, Seven Board Meetings were held. The details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings are provided in the Corporate Governance Report. There have not been any instances during the year when recommendations of the Audit Committee were not accepted by the Board.

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 Company’s internal financial controls were adequate and effective during the financial year 2024-25.

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

The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and Regulation 17(9) of the SEBI Listing Regulations. It establishes various levels of risks with its varying levels of probability, the likely impact on the business and its mitigation measures.

The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company’s competitive advantage.

12. INTERNAL CONTROL SYSTEMS

The Company maintains appropriate systems of internal controls, including monitoring procedures, to ensure that all assets and investments are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances and are meant to ensure that all transactions are authorized, recorded and reported correctly.

The Internal Auditors reviews the efficiency and effectiveness of these systems and procedures. Added objectives include evaluating the reliability of financial and operational information and ensuring compliances with applicable laws and regulations. The Internal Auditors submit their Report periodically which is placed before and reviewed by the Audit Committee.

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 Company’s 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 arm’s 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. 2024-2025. 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

The Company has adopted a policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013 and the Rules thereunder. The Policy aims to provide protection to employees at the work place and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee, known as the Prevention of Sexual Harassment ("POSH") Committee, to inquire into complaints of sexual harassment and recommend appropriate action.

The Company had no complaints of sexual harassment at the beginning of the year and has not received any complaints during the financial year. Accordingly, there are no complaints pending at the end of the financial year 2024-2025.

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

No significant material orders are passed by the Regulators / Courts 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 Company’s Articles of Association, Mr. Suresh Gaggar (DIN: 00599561), retires by rotation and, being eligible, offers himself for re-appointment. A resolution seeking shareholder approval for his reappointment forms part of the Notice.

The Board of Directors, acting on the recommendation of the Nomination and Remuneration Committee had appointed Mr. Suresh Kumar Gaur (DIN 10550622) as an Independent Director for a five-year term and reappointed Mr. Vishnu Kanth Bhangadia (DIN: 02405217) as an Independent Director for his second consecutive term of five-year, effective on March 18, 2024. Both of these appointments were subsequently ratified by the shareholders through a postal ballot resolution passed on May 25, 2024.

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 continued as Key Managerial Personnel of the Company as on 31st March, 2025.

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

As per Section 139 of the Companies Act, 2013 M/s Sarda Soni Associates LLP, Chartered Accountants (Firm Registration No. 117235W/W100126) were appointed as the Statutory Auditors of the Company at 42^nd AGM held on September 30, 2024 for a term of 5 (five) years to hold office until the conclusion of the 47th AGM of the Company without requirement of further ratification every year as per the provisions of Companies (Amendment), Act, 2017.

Auditors report for the financial year ended 31st March, 2025 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, 2025:

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. 547.02 lakhs, (yearend balance of such loan is Rs. 447.02 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. 300 lakhs). Had such interest been recognized, the finance cost and interest liability for the year ended March 31,2025 would have been further increased to that extent. Consequently, the reported Profit after Other Comprehensive Income by the Company for the year 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.

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.

(ii) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements), Regulation 2015, the Board has recommended the appointment of Shri Sidharth Sharma, Practicing Company Secretary as a Secretarial Auditor of the Company for a period of five consecutive years w.e.f 01.04.2025 to 31.03.2030 and a suitable resolution as set out in the notice is being placed before the shareholders for their approval. The Report of the Secretarial Auditor is annexed herewith as "Annexure B".

The Secretarial Auditor has given observation with regard to the share transactions by a directors-related entity during closed trading window, based on mail received by Company from BSE Ltd. The Company took immediate action by issuing a show cause notice to the related-entity after receipt of email from BSE, and an internal investigation is currently in progress to ascertain all the facts. Company shall take appropriate action based on the findings and report the same to BSE and SEBI in terms of SEBI Circular No. SEBI/HO/ISD/ISD/CIR/P/2020/135 dated July 23, 2020, on Reporting to Stock Exchanges regarding violations under Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

(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 Company’s corporate governance practices, together with a certificate from the Company’s Auditors confirming compliance, as per SEBI Listing Regulations.

25. BUSINESS RESPONSIBILITY REPORTING

Regulation 34 (2) (f) of SEBI (LODR) Regulations related to Business Responsibility Report 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 2024-25 will be uploaded on the Company’s 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, 2025.

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. 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, 14^th August, 2025