Garware Hi Tech Films Ltd Directors Report

FOR THE YEAR ENDED MARCH 31, 2025

To the Members,

The Directors present the 68th Annual Report of Garware Hi-Tech Films Limited (the Company or GHFL) along with the Audited Financial Statement for the year ended March 31, 2025.

1) FINANCIAL RESULTS

Particulars	Standalone		Consolidated
Financial Year	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	1995.45	1581.65	2109.36	1677.02
Earnings Before Interest, Taxes & Depreciation(EBITDA)	494.32	288.19	495.49	321.05
Less: Finance Cost	(6.47)	(10.10)	(8.78)	(11.78)
Less: Depreciation	(40.34)	(38.16)	(41.23)	(39.02)
Profit Before Tax(PBT)	447.51	239.93	445.48	270.25
Less: Tax Expense	108.59	59.00	114.26	66.96
Profit After Tax(PAT)	338.92	180.93	331.22	203.29
Other Comprehensive income (Net of Tax)	16.74	7.50	19.00	8.92
Total Comprehensive Income	355.66	188.43	350.22	212.21
Opening balance in Retained Earnings	982.04	826.51	1044.55	866.66
Closing Balance in Retained Earnings	1293.83	982.04	1348.64	1,044.55

2. COMPANYS PERFORMANCE

During the Financial Year 2024-25 On Standalone Basis; a. Revenue from Operations on a standalone basis was

1995.45 Crores (Previous Year 1581.65 Crores) registering a growth of 26% over previous year. b. Earnings Before Interest, Taxes & Depreciation (EBITDA) increased by 72% from 288.19 Crores in the previous year to 494.32 Crores in the current year mainly on account of higher volumes. c. Profit Before Tax (PBT) increased by 87% from 239.93 Crores in the previous year to 447.51 Crores in the current year. d. Profit After Tax (PAT) increased by 87% from 180.93 Crores in the previous year to 338.92 Crores in the current year.

On Consolidated Basis; a. Revenue from Operations on consolidated basis was

2109.36 crores (Previous Year 1677.02 Crores) registering a growth of 26% over previous year. b. Earnings Before Interest, Taxes & Depreciation (EBITDA) increased by 54% from 321.05 Crores in the previous year to 495.49 Crores in the current year mainly on account of higher volumes. c. Profit Before Tax (PBT) increased by 65% from 270.25 Crores in the previous year to 445.48 Crores d. Profit After Tax (PAT) increased by 63% from 203.29 Crores in the previous year to 331.22 Crores in the current year.

3. STATE OF COMPANYS AFFAIRS

During the year under review, there was no change in the nature of Companys Business.

4. OPERATIONS

The Companys Standalone Profit before tax increase by 87% on account of higher sales volume of Paint Protection Film (PPF) and Sun control Film.

5. FINANCIAL STATEMENTS

The financial statements for the year ended on 31st March, 2025 has been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 ("the Act") read with the Companies (Accounts) Rules, 2014 as amended from time to time. The Notes No.1 to the Financial Statements adequately cover the accounting policy. The Company disclosed standalone and consolidated financial results on a quarterly basis which were subject to limited review and audited standalone and consolidated financial results on annual basis.

There were no revisions made to the financial statements during the year under review.

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

There has been no material change and commitment that affect the financial position of the Company which have occurred between the end of the financial year 2024-25 and the date of this Report.

7. CAPITAL EXPENDITURE

The capacity expansion of Paint protection film by 300 LSF P.A. is under progress and expected to commission in 2nd quarter of FY 25-26 and Company have also undertaken the setting up of TPU plant with Capacity of 360 LSF P.A.

8. TRANSFER TO RESERVES

The Company do not propose to transfer any amount to General Reserve.

9. DIVIDEND

The Directors are pleased to recommend a Dividend of

12 (120%) per equity share of face value of 10/- each for the financial year ended March 31, 2025 on paid-up share capital of the Company.

The Dividend is subject to the approval of the Members at the 68th Annual General Meeting. The dividend of 12/- per equity share of

10/- each will amount to 27.88 Crore.

As per the Income Tax Act, 1961, dividends paid or distributed by the Company shall be taxable in the hands of the shareholders. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source.

The dividend recommended is in accordance with the Dividend Distribution Policy of the Company. The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is available on the Companys website at https:// .garwarehitechfilms.com/ investor-desk/policies-of-company.

10. SHARE CAPITAL

The paid-up Equity Share Capital as of March 31, 2025 stood at

23.23 Crore. During the year, there was no change in the Share Capital of the Company. The Company neither issued any shares nor has granted any Stock Options or any Sweat Equity Shares during the year.

11. SUBSIDIARY COMPANIES

The Company has two subsidiaries as on March 31, 2025.

1. Garware Hi-Tech Films International Limited (Wholly Owned Subsidiary)

2. Global Hi-Tech Films Inc.

(Step-down Wholly Owned Subsidiary)

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Companys Subsidiaries (in Form AOC-1) is attached to the financial statements. The audited financial statement in respect of each of the subsidiaries is also available on the website of the Company .garwarehitechfilms.com During the year, the Company did not have any Associate company or Joint Venture.

12. MATERIAL SUBSIDIARY

The Board of Directors of the company has approved the policy for determining material subsidiaries which is in line with the requirements of SEBI (LODR) Regulations, 2015.

Based on the criteria mentioned in Regulation 16 of the SEBI (LODR) Regulations, 2015 one of the subsidiaries qualifies as a Material Subsidiary, however the material subsidiary is a step down wholly owned subsidiary, whose accounts are consolidated with the holding company and put henceforth for approval of shareholder at the ensuing annual general meeting.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Appointment/Resignation/cessation of Director: Appointment:

The Board has appointed Mr. Manoj Sonawala (DIN: 00235168), Mr Deepak Chawla (DIN: 10497108) and Dr. Nayan Rawal (DIN: 00184945) as an Independent Directors of the Company to hold office for first term of five (5) consecutive years from April 01, 2024 to March 31, 2029, the members of the Company has approved the appointment by passing special resolution through postal ballot on May 07, 2024.

During the year, the Board has appointed Mr. Chirag Doshi (DIN:08532321) as an Additional Director in the category of Non-Executive Independent Director of the Company to hold office for first term of five (5) consecutive years with effect from September 01, 2024 to August 31, 2029, the members of the Company has approved the appointment through special resolution at the 67th Annual General Meeting held on September 24, 2024.

Further, the Board members are satisfied with regard to integrity, expertise and experience (including the proficiency) of the Independent Directors of the Company.

B. Completion of Term of Independent Director:

The tenure and second term of Mr. Nilesh R Doshi (DIN: 00249715) serving as an Independent Director on the Board has been completed on 31st October, 2024

C. Retirement by Rotation:

In accordance with the provisions of Section 152 (6) of the Companies Act, 2013 and the Articles of Association of the Company, Ms. Monika Garware of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment. Her brief profile and other details as required under the Act and the Listing Regulations for her re-appointment as Director is provided in the Notes to the Notice of 68th Annual General Meeting of the Company.

D. Key Managerial Personnel:

The Company has complied with the requirements of having Key Managerial Personnel as per the provisions of Section 203 of the Companies Act, 2013 and 26A of the SEBI (LODR) Regulations, 2015 Dr. S. B. Garware - Chairman & Managing Director, Ms. Monika Garware - Vice Chairperson & Jt. Managing Director, Mrs. Sarita Garware Ramsay - Joint Managing Director, Mr. Mohan Sitaram Adsul - Whole Time Director, Mr. Abhishek Agarwal - Chief Financial Officer (CFO) and Mr. Awaneesh Srivastava - Company Secretary, are the Key Managerial Personnel of the Company.

During the year Mr. Pradeep Mehta has resigned as CFO w.e.f.

14th August, 2024 and Mr. Abhishek Agarwal has been appointed as CFO w.e.f. 16th August, 2024.

E. Independent Directors declaration:

Pursuant to the provisions of Section 149 of the Act, all the Independent Directors of the Company have submitted a declaration that each of them meets the criteria of independence as per provisions of the Companies Act, 2013, rules there under, SEBI (LODR) Regulations, 2015 and there has been no change in the circumstances which may affect their status as an Independent Directors during the year. In the opinion of the Board of Directors, all the Independent Directors has fulfilled the criteria of independence as provided under the Companies Act, 2013, and SEBI (LODR) Regulations, 2015 and that they are independent of the management.

None of the Directors of the Company are disqualified for being appointed as Directors as specified under Section 164 of the Companies Act, 2013 read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

The Board of Directors and Senior Management Personnel of the Company have affirmed that they have complied with the Code of Conduct for the Financial Year 31st March, 2025.

The Senior Management Personnel also declared that they did not have any personal interest in any material, financial and commercial transactions which may have a potential conflict with the interest of the Company at large, during the Financial Year ended on 31st March, 2025.

14. MEETINGS OF THE BOARD

Five meetings of the Board of Directors were held during the FY 2024-25 and the gap between two consecutive board meetings was within the statutory limit. The details of the number of meetings held and attended by each Director are provided in the Corporate Governance Report, which forms part of this Report.

15. PERFORMANCE EVALUATION OF BOARD

Pursuant to Regulation 17 of the SEBI (LODR) Regulations, 2015 read with Schedule IV of the Companies Act, 2013, a formal evaluation of Boards performance and that of its Committees and individual directors had been done. A structured questionnaire performance evaluation forms were prepared after taking into consideration, the various aspects of the Board functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance. The forms were circulated to all the Directors.

The Independent Directors at their meeting held on February 07, 2025 evaluated performance of the Chairman and non-independent directors of the Company. The Directors expressed their satisfaction with the evaluation process.

The Board has carried out and completed the performance evaluation of all the Independent Directors. The performance evaluation of the Chairman and the Non-Independent Directors was also carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

16. COMMITTEES OF THE BOARD

The Board of Directors of the Company had constituted various Committees and approved their terms of reference / role in compliance with the provisions of the Companies Act, 2013 and Listing Regulations viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, CSR Committee, Vigil Mechanism Committee and Risk Management Committee. The members of the Audit Committee are financial literate and have experience in financial management. The composition of the Committees as given in the Corporate Governance Report is in accordance with applicable provisions of the Companies Act, 2013, Rules thereunder and Listing Regulations.

17. NOMINATION AND REMUNERATION POLICY, AND BOARD DIVERSITY POLICY

The Board of Directors have framed a Nomination and Remuneration Policy which lays down a framework in relation to appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel of the Company.

The Board of Directors have also framed Board Diversity Policy. The policies are available on the Companys website at https:// .garwarehitechfilms.com/investor-desk/policies-of-company

18. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability confirm that: a) In the preparation of the annual accounts for the year ended March 31, 2025, the applicable Indian Accounting Standards have been followed and there are no material departures from the same. 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 as at March 31, 2025 and of the profit of the Company for the year ended on that date; c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 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 such internal financial controls are adequate and operating effectively and f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

19. FUTURE OUTLOOK

The Company continues to strengthen its position in both domestic and international markets. Our focus on robust R&D, continuously adding the products we offer to the customers and enhanced sales and marketing efforts are yielding positive results.

In the domestic market, company has launched a wide variety of products in both Paint Protection Films (PPF) and Sun Control Segments. PPF basket now offers a full range of colors. Sun Control segment also witnessed new products like Spectrally Selective Films and different types of safety and security films. These products have shown strong business traction, offering a promising outlook for the future.

While current tariff conditions present certain challenges, we are confident that our vertically integrated manufacturing capabilities will help to mitigate these risks effectively.

The strategic focus on architecture business is also providing new opportunities in all the geographies.

20. RESEARCH & DEVELOPMENT

Companys R&D Centre is accredited by the Department of Scientific and Industrial Research, Ministry of Science and Technology, Government of India for decades. The Company is a Pioneer and leader in development of new products and new applications for BOPET Films and Solar Control Window Films, Lidding Films and Paint Protective Film (PPF) for Automobile. In last one year, our company has launched colored PPF, Headlight PPF, Spectrally Selective Films, and wide range of Safety and Security Films as part of innovation and sustainability.

Functioning of R&D Centre

The R&D Centre is well equipped with qualified and experienced technical experts and scientists with adequate lab and measuring equipment/s and pilot scale plant/s to develop application-oriented processes and product developments using the available R&D facility.

21. INFORMATION TECHNOLOGY

• Digital Transformation: Implementation of integrated advanced analytics and digital tools to support manufacturing processes and supply chain management integrating with Business applications.

• Customer Engagement: Development of digital platforms to improve customer interactions and service delivery.

• Enterprise Resource Planning (ERP): Upgradation of ERP systems to integrate various business functions and improve decision-making processes.

• Digital Collaboration: Utilization of digital platforms to facilitate collaboration across global teams and streamline project management.

• IT Infrastructure Enhancement: Upgrading IT infrastructure to support scalability and ensure robust data management.

22. AWARDS AND RECOGNITIONS

During the year, the Company won

• GHFLs Architectural Film received the "GreenPro Ecolabel Certification as a Green Product by IGBC-CII in March 2025.

• The "International Sustainability and Carbon Certification i.e. ISCC PLUS Certification from M/s Alcumus ISOQAR Ltd. in the month of NOV2024 for both Waluj & Chikalthana Plant.

23. HUMAN RESOURCE DEVELOPMENT

Our company Human resource team is well aligned with Companys Vision, Mission, Strategy, Goals & Objectives and has facilitated interventions to Build High Performance Organization by Strengthening our Competitiveness, Capacity, Competence

& Culture. We strive to be the best in People Management & Community Engagement Practices within the Industry.

During the year, Companys Human Resources Team has proficiently worked upon various Talent Management Programs to Acquire, Develop & Retain the Right Talent. It has enabled us building strong chain of Leadership through Internal Succession Planning process and by onboarding competent leaders from similar as well as diverse domains.

Our Talent Development approach is holistic and covers Technical, Functional, Safety, Behavioral and Leadership Development Interventions. During the year we invested over 2739 man-days in total with more focus on Experiential Learning like On-The-Job training, Health & Safety Mindset, Cross-Functional working exposure. Our Learning & Development strategy aim to remain Competitive in the context of our Products, Processes & People. At GHFL, we prioritize the well-being of our employees. Throughout the year, weve implemented initiatives to support their physical, mental, and emotional health. This includes expanded mental health support, flexible work arrangements, onsite wellness programs, and financial wellness resources. Our goal is to create a supportive work environment where employees can thrive both personally and professionally.

Our Culture & People Value System of "Caring, Sharing, Trust and Respect" was well reflected in various HR Interventions during the year. We encouraged open dialogue & communication across all levels of the organization and have fostered a Customer Oriented-Performance driven work environment. We empowered our people to apply innovation & creativity while delivering their best to the common goal. Rewards & Recognition from the Top Management has further enhanced the motivation & commitment level of employees to contribute their best.

Making a positive impact goes beyond our business goals. At GHFL, we are committed to giving back to our communities. Throughout the year, GHFL family has actively contributed towards this noble cause by enabling development in key areas of our society, contributed to charitable causes, and championed sustainability initiatives. These efforts reflect our dedication to being responsible corporate citizens and contributing to the greater good.

This is reflected in our Retention Rate of 96.2% with Voluntary Attrition Rate of 3.8% during the year.

24. INDUSTRIAL RELATIONS

The relations between the Employees and the Management remained cordial during the year under review. The Directors wish to place on record their appreciation of the contribution made by the Employees at all levels.

Harmonious Industrial Relations has always been a key strength of our organization.

Open Communication Channel has given a voice to every single employee to express up to the level of Top Management.

Respect to diversified categories of workforce, uniformity in welfare interventions and one to one connect between employees with their managers has been instrumental in providing Happy, Inclusive & Harmonious work environment to our people.

25. MANUFACTURING AND QUALITY INITIATIVES

The Company has adopted an integrated Quality Management System that encompasses Total Quality Management (TQM), Total Productive Maintenance (TPM), Lean Manufacturing, and Six Sigma methodologies. To ensure the effectiveness of these systems, external professionals are regularly engaged to conduct audits and provide independent evaluations.

In line with our commitment to excellence and sustainability, the Company recently received GreenPro certification, along with Sun Film certifications - NFRC showcasing higher benchmarks when compared to peers. Additionally, now our products also comply with ASTM standards across both sun control and safety categories. These achievements show our commitment towards delivering superior quality solutions that prioritize customer satisfaction and environmental responsibility.

26. SAFETY, HEALTH & ENVIRONMENTAL PROTECTION

Being a Responsible Corporate Citizen, your Company has regularly undertaken various initiatives for the continual improvement in Health, Safety and Environment (HSE) at the works and surrounding areas. We are committed to provide safety and healthy work place for all inside the factory. We have been helping the neighborhood with our HSE expertise every now and then. This has been well recognized by the local and government authorities.

Some of the prominent regular activities include–Safety audits of Thermic Fluid system and Electrical System by external expertise, HAZOP study of the process, Internal Safety survey of Plants, Field Safety round, monthly Safety review meetings, EMS review, training and periodical HSE inspections, schemes on the efficient usage of energy and the conservation of natural resources, activities for the enhancement of employee participation in HSE, emergency mock drills and the support in emergency management operations at public places. The safety performance is reviewed on monthly basis by the management safety committee involving all departments and their in charges. Various initiatives like provision of centralised fire detection, expansion of fire water network, provision of fire sprinkler systems, fire detection systems have been completed to deal with any emergency inside the plant. Various technological interventions like online incident reporting system, online safety observations systems have been put in place to increase visibility of safety efforts.

The Company has developed green belt (increased from 30% to 36% of open land) also developed in-house nursery to have sapling inhouse for new plantation. New equipment and upgrade of effluent treatment facility has helped us in improving our environment management standards. We have recently created facilities for water conservation and created a farm pond inside the plant for conserving rain water up to 5000 cubic meter.

The company has implemented extended producer responsibility (EPR) for plastic packing as per CPCB guideline and complying to all the EPR guidelines.

The company has implemented various digitization projects to reach out to everyone and make safety and health a real grassroot movement.

The Company is a recipient of various safety laurels from the Regulatory Authorities at the National & State level (DG-FASALI) Govt. of India and National Safety Council- Maharashtra Chapter as stated above during the year. Security system has been upgraded, like awareness training, evacuation drills to meet the new challenges. A central CCTV control room has been setup. New fire engines added in the fleet have enhanced the existing emergency preparedness. Our fire Engines have played a major role in maintaining safety and fighting fires in the local vicinity where the manufacturing plants are situated as mutual aid agreements.

27. UNCLAIMED DIVIDEND AND SHARES

The Company is in compliance with provisions of Section 125 of the Companies Act 2013, along with relevant applicable rules and circulars issued therein from time to time by the Ministry of Corporate Affairs.

During the year the Company has transferred an amount of 6.22 Lakhs dividend for the FY 2016-17 and 82,825 shares with respect to said dividend, which have remained unpaid or unclaimed for a period of 7 (seven) years, to IEPF Authority.

A detailed disclosure with regard to the IEPF related activities during the year under review forms part of the report on Corporate Governance.

28. NODAL OFFICER

Mr. Awaneesh Srivastava, President Company Secretary & Legal acts as the Nodal Officer for the purpose of verification of claims filed with the Company in terms of IEPF Rules and for co-ordination with the IEPF Authority. The said details are also available on the website of the Company .garwarehitechfilms.com

29. POLICYONDIRECTORSAPPOINTMENTANDREMUNERATION

AND OTHER DETAILS

The Companys policy on Directors appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the Directors Report.

The said Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment & re-appointment of Directors on the Board of the Company and persons holding Senior Management positions in the Company, including their remuneration and other matters as provided under Section 178 of the Act and Listing Regulations. The Policy is also available on the website of the Company https:// .garwarehitechfilms.com/investor-desk/policies-of-company.

30. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System commensurate with the size, scale and complexity of its operations and well documented procedures for various processes which are periodically reviewed for changes warranted due to business needs. The Internal Auditor continuously monitors the efficiency of the internal controls / compliance with the objective of providing to Audit Committee and the Board of Directors, an independent, objective and reasonable assurance of the adequacy and effectiveness of the organisations risk management, control and governance processes. This system of internal control facilitates effective compliance of Section 138 of the Act and the Listing Regulations.

To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee. The Internal Auditor monitors and evaluates the efficiency and adequacy of the internal control system with reference to the Internal Financial Control. Based on the report of internal auditor, process owners undertake corrective actions in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee. During the year under review, no reportable material weakness in the operation was observed. Regular audit and review processes ensure that such systems are reinforced on an ongoing basis.

31. AUDITORS AND THEIR REPORTS A. Statutory Auditors

At the 67^th Annual General meeting (AGM), the members of the Company have appointed M/s. V Sankar Aiyer & Co. (FRN: 109208W), Chartered Accountants, as the Statutory Auditors of the Company for a period of 5 years, until the conclusion of the 72^nd Annual General Meeting of the Company.

Further, the members of the Company at 65th Annual General Meeting, have appointed M/s. Kirtane & Pandit LLP (FRN: 105215W/W100057), Chartered Accountants, as Joint Statutory Auditors of the Company for a period of 3 years, accordingly, the term of joint statutory Auditor is completing at the conclusion of the 68th Annual General Meeting (AGM). The Board of Directors of the Company has approved and recommended to the shareholders for Appointment of M/s J.H. Mehta & Co., Chartered Accountants (Firm Registration No. 106227W), as Joint Statutory Auditors of the Company for a term of three (3) consecutive years from the conclusion of ensuing 68^th Annual General Meeting till the conclusion of the 71^st Annual General Meeting to be held in the year 2028, in place of retiring Joint Statutory Auditors of the Company namely M/ s Kirtane & Pandit LLP, Chartered Accountants (Firm Registration No. 105215W/W10057), whose term completes/end at the conclusion of the ensuing 68^th Annual General Meeting ("AGM") of the Company. The Auditors Report on the Standalone and Consolidated Financial Statements of the Company for the Financial Year 2024-25 as submitted by the Statutory Auditors of the Company did not contain any qualifications, reservation, adverse remarks. The Notes on the Financial Statement referred to in the Auditors Report are self-explanatory and do not call for any further comments.

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Act and Rules framed thereunder either to the Company or to the Central Government.

B. Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and on the recommendation of the Audit Committee M/s. Deloitte Touche Tohmatsu India, LLP, Chartered Accountants were appointed as Internal Auditors of the Company.

C. Cost Auditor

As per the requirement of central government and pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, M/s. B. R. Chandak & Co., Cost Accountants (Firm Registration No. 100380), Chhatrapati Sambhajinagar (Aurangabad) was re-appointed as Cost Auditors to conduct the audit of the cost records of the Company for the financial year ended 31st March, 2025. This Cost Audit Report for the financial year 2024-25 will be submitted to the Central Government within the prescribed timelines.

The Board of Directors on the recommendation of the Audit Committee, has re-appointed M/s. B. R. Chandak & Co., Cost Accountants (Firm Registration No. 100380), Chhatrapati Sambhajinagar (Aurangabad) as Cost Auditors to conduct the audit of the cost records of the Company for the financial year ending 31st March, 2026, subject to ratification of the remuneration by the Members of the Company at ensuing 68th Annual General Meeting of the Company.

D. Secretarial Auditor

Pursuant to Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has obtained the Secretarial Audit Report for the financial year ended March 31, 2025 from M/s. Manish Ghia & Associates, Company Secretaries, Practicing Company Secretaries, Mumbai and it is annexed as "Annexure IV" to this Report.

The secretarial Audit Report does not contain any qualification, reservation or adverse remark.

During the financial year 2024-25 the Secretarial Auditors had not reported any matter u/s 143(12) of the Act, therefore no details are required to be disclosed u/s 134(3) (ca) of the Act. The Board of Directors under section 204(1) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Management Personnel) Rules, 2014 and Regulation 24A of SEBI Listing Regulations, has appointed M/s. Manish Ghia & Associates, Company Secretaries, Mumbai (Firm Registration No. P2006MH007100) to conduct secretarial audit of the Company for a period of five (5) consecutive years from FY 2025-26 to FY 2029-30 subject to the approval of shareholders of the Company at the ensuing Annual General Meeting.

E. Secretarial standards

During the year 2024-25, the Company has complied with applicable Secretarial Standards issued by the Institute of the Company Secretaries of India.

32. COMPLIANCE MANAGEMENT

The company has in place a comprehensive and robust legal compliance management digital tool, which is devised to ensure compliance with all the applicable laws.

33. RISK MANAGEMENT

The Board of Directors of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Board has laid down a Risk Management Policy and has also established a dedicated Risk Management Committee, governed by the Board of Directors, to make persistent efforts for identifying various types of risks, laying mitigation measures, monitoring, and defining future action plan. The audit committee has additional oversight in the area of financial risks and controls. Geo-political situations lin middle east and eastern Europe further forced global businesses to revisit their operations, delivery, supply chains and contractual aspects. Operating in an uncertain and ever-changing environment, our Companys robust enterprise risk management framework aids in ensuring the strategic objectives are achieved. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

34. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

35. RELATED PARTY TRANSACTIONS (‘RPTS)

All the transactions entered with related parties during the financial year were on arms length basis in the ordinary course of business. The Audit Committee had granted omnibus approval for the transactions (which are repetitive in nature) and the same were reviewed and approved by the Board.

There were no material significant transactions with related parties during the financial year 2024-25 which were in conflict with the interest of the Company. The Directors would like to draw the attention of the members to Note No.30 to the financial statement which sets out related party disclosure.

Pursuant to the provision of Section 134(3)(h) of the Companies Act, 2013, Form AOC-2 is not applicable to the Company.

36. CORPORATE SOCIAL RESPONSIBILITY

The expenditure on Corporate Social Responsibility (CSR) incurred by your Company during the financial year 2024-25 was 400.00 Lakhs (2% of the average net profits of last three financial years) on CSR activities. The detailed report on the CSR activities is annexed as "Annexure I" and forms part of this Report.

The CSR initiatives of your Company were under the thrust areas of health & hygiene, education, old age home for disabled people and Rehabilitation of Distressed / Depressed people.

The constitution of the CSR Committee and its terms of reference are more particularly stated in the Corporate Governance Report which forms a part of this Report. CSR Policy of the Company is available on the website of the Company at .garwarehitechfilms.com

37. ANNUAL RETURN

As per provisions of Section 92 (3) and 134(3)(a) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended from time to time, the copy of the Annual Return in the Form MGT-7 is being available on website of your Company at: https:// .garwarehitechfilms.com/investor-desk/ annual-reports-and-returns

38. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

During the year, 3 Directors & 3 Employees (2 employees were for part of the year) were in receipt of remuneration of 1.02 Crore per annum or more amounting to 29.25 Crores out of which two directors were relative(s) of Dr. S. B. Garware Chairman

& Managing Director of the Company. During the year, the Company had 947 (Previous Year 885) permanent employees. The information required under Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the year ended March 31, 2025 is given in a separate "Annexure II" to this Report.

39. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Pursuant to the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, during the year under review, there were no cases filed and there were NIL Complaint received. The Company has constituted the Internal Complaint Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has zero tolerance towards sexual harassment at workplace and has adopted a policy to abide by letter and spirit requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The Company has Internal Complaints Committee (ICC) to redress the complaints of sexual harassment. During the year, Company has not received any complaint of sexual harassment.

Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

Number of complaints filed during the financial year Nil Number of complaints disposed of during the financial Nil year Number of complaints pending as on end of the financial Nil year

40. CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORTS

The Company has implemented procedures and adopted practices in conformity with the code of Corporate Governance under SEBI (LODR) Regulations, 2015. The Company has implemented Code of Conduct for all its Executive Directors and Senior Management Personnel, Non-Executive Non-Independent Directors and Independent Directors, who have affirmed compliance thereto. The said Codes of Conduct have been posted on the website of the Company. The Management Discussion and Analysis Report and Corporate Governance Report, appearing elsewhere in this Annual Report forms part of the Boards Report. A certificate from the Practising Company Secretary certifying the compliance of conditions of Corporate Governance is also annexed hereto.

41. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Vigil Mechanism of the Company, which aligns with the whistle blower policy in terms of the Listing regulations. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Chairman of the Audit Committee. No complaints were received under whistle blower mechanism during the year under review.

The Policy on vigil mechanism and whistle blower policy is available on the Companys website at the .garwarehitechfilms.com.

42. DEPOSITS / LOANS FROM DIRECTORS

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet. Further, your Company has not accepted any deposit or any loan from the directors during the year under review.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in "Annexure III" to this

Report.

44. SIGNIFICANT AND MATERIAL ORDERS

During the year under review, no significant / material orders were passed by the regulators or the Courts or the Tribunals impacting the going concern status and the Companys operations in future.

45. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In Compliance with Regulation 34 of the SEBI (Listing Obligations

& Disclosure Requirements) Regulations, 2015, Business Responsibility and Sustainability Report is attached and is a part of this Annual Report as set out in "Annexure V" of this report.

46. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

47. THE 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 INSTITUTIONS ALONG WITH THE REASONS THEREOF.

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

48. ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for the wholehearted co-operation received by the Company from the various departments of the Central & State Governments, Companys Bankers and Financial & Investment Institutions and shareholders of the Company during the period under review.

	For and on behalf of the Board of Directors
	Dr. S. B. GARWARE
	Chairman & Managing Director
	DIN: 00943822
Place: Mumbai
Date: May 14, 2025