Garware Marine Industries Ltd Directors Report

To,

The Members,

Garware Marine Industries Limited

We present our report on the business and operations of

the Company for the year ended 31st March, 2026.

> Financial Summary: In preparation of the financial statements, the Company has adopted Indian Accounting Standards (IND AS) referred to in Section 133 of the Act. The significant accounting policies which are consistently applied are set out in the notes to the financial statements.

Particulars	Current Year 31/03/2026 (Amt. in Rs.)	Previous Year 31/03/2025 [Amt in Rs.)
Revenue from operations (Including other income)	112.55	120.42
Less: Expenses	06.30	76.97
Profit before Exceptional Items and Tax	15.75	43.45
Add: Exceptional Item	-	-
Profit before Tax	15.75	43.45
Less: Tax Expenses Current Tax/ MAT MAT Credit entitlement	2.30	6.76
Deferred tax/ charges Prior	(1.36)	(670)
Period Tax		0.25
Profit from continuing operations aftertax	14.72	43.14
Loss from discontinued operations	-	-
Tax on discontinued items	-	-
Loss from discontinued items after loss	-
Profit / Loss lor the year	14.72	43.14
Other comprehensive income for the year	(774.63)	647.58
Total comprehensive income for the year	(769,91)	690 72

> Financial Highlights

Revenue from operations (including other income) for the year ended 31st March, 2026 stood at Rs. 112.55 Lakhs as against Rs. 120.42 Lakhs in the previous financial year, reflecting a decline of approximately 6.54% of the revenue The decrease in revenue during the year was primarily attributable to a reduction of repair "needs of the Companys principal customer.

The Company remained profitable for the financial year ended 31st March, 2026 and reported a profit of Rs. 14.72 lakhs for the year, as against a profit of Rs. 43.14 lakhs for the previous year. Asa result of lower revenues and higher expenses, profitability declined.

In view of the substantial reduction in the market value of the Companys investments as on 31st March 2026, the Company reported a comprehensive loss on investments aggregating to Rs 774.63 lakhs (as against a comprehensive gain of Rs. 647.58 lakhs recorded in the previous financial year). Accordingly, the total comprehensive loss for the year stood at Rs 759.91 lakhs, as compared to a total comprehensive profit of Rs. 690 72 lakhs in the preceding year

No material changes/commitments have occurred after the completion of the financial year till the date of this report, which affected the financial position of the Company.

> Operations

The Company is primarily engaged in the business of providing ship repair and maintenance services.

During the financial year under review, there was a decline in operational revenue, which was primarily attributable to a lower volume of repair and maintenance projects received.

The Company remains committed to enhancing operational efficiency, maintaining standards of service quality, and strengthening its long-standing business relationships in the ship repair industry The management continues to focus on optimizing operational capabilities and pursuing opportunities that support sustainable business growth and longterm value creation.

> Future Outlook

The "outlook" for the ship repair industry remains cautiously optimistic despite continuing global economic and geopolitical uncertainties. The Company believes that the long-term fundamentals of the shipping market remain resilient, underpinned by the ongoing need for maintenance, repair, refurbishment and lifecycle management of the existing offshore fleet.

As market conditions gradually stabilize, the Companys principal customer is expected to undertake additional repairs, refurbishment and modernization programmes of its fleet. This is anticipated to generate increased demand for ship repair, maintenance, retrofit and allied engineering

services, thereby creating growth opportunities for the Company.

In anticipation of an improving market environment, the Company continues to strengthen its operational capabilities by expanding its service portfolio and enhancing the capabilities of its specialized "Flying Squad" team. These strategic initiatives are focused on improving service responsiveness, execution efficiency, and the delivery of high-quality repair and maintenance solutions on a "24x7 basis, thereby further improving the Companys reputation as a trusted and dependable partner to customers across the offshore and marine sectors.

Supported by a skilled workforce and strong technical expertise, the Company will continue to focus on operational excellence, prudent resource management, and strengthening customer relationships to support its long-term growth objectives.

Dividend

In an attempt to conserve resources and cash flows, your management is not able to recommend any dividend for the financial year ended 31st March, 2026.

> Capital Structure

During the year under review, the Company has not changed its capital structure and the authorized and paid-up share capital as on.

> Material transaction

The Company has provided a "Corporate Guarantee" of Rs. 10 Cron behalf of Garware Offshore Services Limited (GOSL) (erstwhile Global Offshore Services Limited), an entity with a common Director and Promoters and the Companys main Customer for a tenure of upto 7 years, to help facilitate GOSL take a loan of upto Rs. 40 Crores (Rs. Forty Crores Only), for the acquisition of a Vessel as part of their expansion plans-

The Company had earned Rs. 4,16,440 as a Guarantee Commission during the financial year ended 31a March, 2026 (at the rate of 0.50% per annum) for providing the said Corporate Guarantee.

> Subsidiary I Wholly Owned Subsidiary

The Company does not have any Subsidiary or Wholly-owned Subsidiary.

> Change in the nature of Business

There is no change in the nature of the business of the Company during the year.

> Loans, Guarantees or Investments

During the year under review, the Company has not granted any loan, not made any investment u/s 186 of Companies Act, 2013 and thus required details are "Not Applicable1.

However, as stated above the Company has provided a Corporate Guarantee of Rs. 10 crores on behalf of Garware Offshore Services Limited (erstwhile Global Offshore Services Limited) during the year under review.

> Intercorporate Loans

During the previous financial year, the Company had given a Deposit on Call amounting to Rs. 2,25,000, camying interest at the rate of 8% per annum, to Universal Investment Services Private Limited to meet its working capital requirements. The said deposit was granted for a term not exceeding 18 months.

Universal Investment Services Private Limited has since repaid the entire amount inclusive of interest

> Deposits

No Deposits covered under Chapter V of the Companies Act, 2013 were invited by the Company from public during the year under review,

> The Directors

The following persons make up the Board of Directors of the Company

Sr. No.	Name of Director	Designation
1	Mr AdityaA, Garware (DIN:00019816)	Chairman, NonExecutive Director
2	Mrs. Shelia IIS. Bajaj (DIN:00149511)	Non-Executive Director
4	Mr Sanjay V. Chinai (DIN: 00245418)	Independent Director
5	Mr. Vikas D, Sadarangani (DIN:07657018)	independent Director
6	Mr. Piyush V. Patel (DIN: 09655113)	Independent Director
7	Mr. Amir J. Pradhan (DIN: 00308468)**	Independent Director
3	M r. Shya ms under V. Atre (DIN:01893024)	Executive Director

*Mr. Sanjay Chinai ceased to be an Independent Director of the Company w.e.f. 14.10.2025. **Mr. Amir J. Pradhan was appointed as Independent Director w.e.f. 12,08.2025.

Appointment / Reappointment of the Directors

• In accordance with the Provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Aditya A. Garware (DIN: 00198146), NonExecutive Director retires by rotation at the forthcoming 48m Annual General Meeting of the Company and being eligible offers himself for re-appointment The Board of Directors recommends his re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting of the Company.

• Mr. Amir J. Pradhan (DIN: 00308468) was appointed as an Independent Director of the Company for a term of five (5) years with effect from 12* August, 2025, duly approved try the members in 47th Annual General Meeting dated 25" September, 2025. Mr. Pradhan satisfies the criteria of independence prescribed under the Companies Act, 2013 and SEBI Listing Regulations and he is not debarred from holding the office of Director by virtue of any order passed by SEBI or any other such authority.

Cessation of Office of Independent Director upon completion of the second term

• Due to expiry of second term, Mr. Sanjay V. Chinai ceased to be an Independent Director of the Company with effect from 14th October, 2025.

All independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

> Number of Meetings of the Board held

During the year under review, 5 Board Meetings were duly convened and held on 22"" April, 2025,19m May, 2025,12th August, 2025, 31 October, 2025 and 03[1) February, 2026. The details of the said Board Meetings form part of the Corporate Governance Report. All the Meetings of the Board of Directors were conducted in accordance with the provisions of the Companies Act, 2013 and the applicable provisions of Secretarial Standard-1 (SS-1) on Meetings of the Board of Directors as issued by the Institute of Company Secretaries of India (ICSI), the intervening period between any two consecutive meetings of the Board of Directors did not exceed 120 days.

> Extra Ordinary General (EGM) held during the year

During the year, an EGM was held on 16m May, 2025 in which the members approved the following mentioned resolutions:

• To increase the threshold of loans/ guarantees, provision of securities and making of investments in securities under section 186 of the Companies Act, 2013

• To approve transactions under Section 185 of the Companies Act, 2013.

• To consider and approve Material Related Party Transaction(s) with Garware Offshore Services Limited (erstwhile Global Offehore Services Limited).

> Committees of the Board

The Company, through the Board of Directors has set up the following Committees:

1. Audit Committee

2 Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

The details of the committees along with their composition and relevant details are provided in the Corporate Governance Report.

> Board Evaluation

Pursuant to Provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the purpose of the evaluation of the Board, a structured customized questionnaire was prepared after taking into consideration the various aspects of the Boards functioning, composition of the Board and its Committees, performance of duties, obligations and governance. The performance evaluation of the Chairman, Non-independent Directors and Independent Directors was carried out by all the Directors and the outcome of the same was satisfactory,

> Familiarization Program for Independent Directors

The objective of this Familiarisation Programme ("Programme") is to provide Independent Directors ("IDs") with a structured framework to enable them to understand, inter alia, the nature of the Companys business, its strategic priorities, regulatory

environment, risk profile, operational processes, and governance practices. The Programme seeks to facilitate informed decision-making and effective participation in Board and Committee deliberations.

The Familiarization Program serves a pivotal role in reinforcing the framework of corporate governance. By equipping directors with the requisite knowledge, contextual understanding, and strategic insights, it enables the Board to function with greater efficiency and effectiveness. Such structured orientation not only enhances informed decision-making and strengthens accountability mechanisms but also contributes to the organizations value creation

The Independent Directors were duly briefed on their statutory duties, roles, and responsibilities in accordance with applicable laws and regulations They were also provided with comprehensive information on the Companys key policies, including, inter alia, the Directors and Officers Liability Policy, the Code of Conduct for Directors and Senior Management Personnel, the Code of Conduct for Prevention of Insider Trading, Whistleblower Mechanism, ethical practices for prevention of fraud, corruption and misconduct, and the relevant disclosure requirements.

> Key Managerial Personnel

The following are the Key Managerial Personnel of the Company:

Mr. Shyamsunder V. Atne	Executive Director
Ms, Pailavl P, Shedge	Company Secretary
Mrs. Vipulata S. Tandel	Chief Financial Officer

> Audit Committee

Pursuant to the Provision of Section 177(8) of the Companies Act, 2013, the Audit Committee has 3 members including 2 Independent Directors as follows:

Sr. No.	Name o( the Director & Category	Chairman / Member
1	Mr.SanjayV. Chlnai* Independent Director	Chairman
2	Mr. Aditya A. Garware Non-Executive Director	Member
3	Mr. Vikas D. Sadarangani" Independent Director	Member
4	Mr. Amir J. Pradhan*** Independent Director	Member

* Mr, Sanjay V. Chmai served as the Chairman until 14.10 2025 ** Mr. Vikas D. Sadarangani was appointed as the Chairman of the Committee w.e.f. 15.10.2025*** Mr. Amir J. Pradhan appointed as

member of the committee w.e.f. 12 08.2025.

There were no instances where the Board had not accepted any recommendation of the Audit Committee.

> Nomination and remuneration Committee

Pursuant to Section 178 of the Companies Act, 2013, the Board has set up a Nomination & Remuneration Committee and the details of the Committee are enumerated under Corporate Governance Report Annexed to this Report.

> Stakeholders Relationship Committee

Pursuant to Section 178 of the Companies Act, 2013, the Board has set up a Stakeholders Relationship Committee and the details of the Committee are enumerated under Corporate Governance Report Annexed to this Report

> Policy on Appointment and Remuneration

The Board of Directors has framed a Policy which lays down a framework for remuneration to be paid to the Directors, Key Managerial Personnel and Senior Management of the Company. This Policy also lays down the criteria for selection and appointment of Board Members The details of the Policy are available on the Companys website www garwaremarine.com.

> Directors Responsibility Statement

In accordance with the provisions of Section 134(3) of the Companies Act, 2013 and based on the information provided by the management, your Directors state that:

(a) In the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures (save and except as stated in this Directors Report, if at all) have been made 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 at the end of the financial year and of the profit of the Company for the year ended on that date;

(c) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with 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 and that such financial controls are adequate and were 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 are operating effectively.

> Statutory Auditors and their Report

As per Section 139 of the Act, read with rules made thereunder, as amended, Messrs. D Kothary & Co., Chartered Accountants (Firm Registration No. 105335W), was re-appointed as the Statutory Auditors of the Company for the period of 5 years (second term), in the 44th AGM dated 27th September, 2022, till the conclusion of 49,h Annual General Meeting.

The Notes to the financial statements referred in the Auditors Report are self-explanatory. The Auditors Report is enclosed with the financial statements forming part of this Annual Report. During the financial year ended 31 March 2026, the Statutory Auditors have expressed a "qualified opinion1 in their Audit Report The qualification relates to the Companys non-recognition of Expected Credit Loss (ECL) provisions on trade receivables outstanding for a period exceeding three yeans, aggregating to Rs 355.15 lakhs, as required under the provisions of I AS 109 - "Financial Instruments.

The Auditors have further stated that, in the absence of sufficient and appropriate audit evidence regarding the recoverability of these receivables and the adequacy of the related ECL assessment, they are unable to determine the extent of realizability of such balances and the consequential impact, if any, on the financial statements.

In light of the qualified opinion expressed by the Statutory Auditors, the Management has furnished its explanation and clarification in the matter as follows:

The aforesaid receivables primarily pertain to transactions undertaken in the erstwhile fishing nets business segment of the Company. These balances relate largely to long-standing customers associated with the Company for over a decade and are being recovered progressively. Accordingly, the Management does not consider these receivables to fall within the scope of "Expected Credit Loss1 under I nd AS 109.

The Management continuously monitors and reviews the recovery status of such dues through regular follow-ups, reconciliations, and communication with the concerned parties Considering the historical business relationship, underlying commercial understanding, customer-specific circumstances, and overall assessment of recoverability, no Expected Credit Loss provision has been recognised against these receivables.

During the current financial year, the Company has recovered approximately Rs. 7.00 lakhs from these customers. Further, as a measure of prudence and based on reconciliation outcomes, debtors aggregating to approximately Rs. 20.00 lakhs have already been written down during the year.

In view of the above, the Management believes that providing for the entire outstanding amount as "Expected Credit Loss" would not be appropriate The Company shall continue to follow the aforesaid approach while duly considering the requirements of I nd AS 109

There were no frauds reported by the auditors under section 143(12) of Companies Act, 2013 during their course of audit for the financial year 2025-26.

> Internal Auditor

As per the provisions of section 138(1) of Companies Act, 2013 and Rule 13 of Companies (Accounts) Rules, 2014 the Company has maintained an internal audit system through its Internal Auditor", Messrs Kirtane & Pandit LLR Chartered Accountants, (erstwhile Messrs. R.U. Kamath & Co., Chartered Accountants) The internal audit disclosures promote transparency and accountability within the organisation by highlighting areas of improvement, revealing continuous improvement in the Companys internal control and risk management.

> Audit trail applicability (Audit and Auditors) Rules 2014-Rule 11 of the Companies Act 2013.

The Company has used an accounting software for maintaining its books of account for the financial year ended March 31, 2026 which has a feature of recording an audit trail (edit log) and the same has operated throughout the year for all relevant transactions recorded in the software.

> Annual Return

A copy of Annual Return as provided under Section (3) of Section 92 of the Companies Act, 2013 ("the Act") as per the prescribed form is hosted on the Companys website www.garwaremarine.com/ investor

> Personnel

The Board appreciates the support and co-operation of all the employees of the Company.

> Internal Financial Control

The Company has adequate internal financial control with respect to the preparation and presentation of the financial statements. There is no material change(s) and comment(s) affecting the financial position of the Company which has occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of the Report.

> Transactions post the closure of Financial Year

The Company has shifted its Registered Office from 3rd Floor, Frospect Chambers, D. N. Road, Fort, Mumbai - 400 001 to A/304, Naman Midtown, Senapati Bapat Marg, Prabhadevi - West, Mumbai- 400 013 w e.f. 23rd June, 2026.

> Significant & Material Order by any Court Suit No.01

As a background and as already informed to members, the Company had filed an application seeking to set aside the ex parte decree dated 15 June 2012 passed by the Honble High Court of Madras in a matter filed by Integrated Finance Company Limited fTFCL") By an order dated 4 April 2017, the said Honble High Court was pleased to set aside the ex parte decree, subject to the condition that the Company deposit a sum of Rs. 30 lakh with the Court. The Company duly complied with the said condition.

Subsequently, the Company filed its written statement and also preferred an application seeking dismissal of the suit, inter alia, on the grounds that the suit was barred by limitation and that it was not maintainable as a "Commercial Suit

Before adjudicating the issue of limitation, the Honble High Court of Madras held that the disputes between the parties did not fall within the ambit of a "Commercial Suit," contrary to the contention advanced by IFCL, and accordingly passed an order in favour of the Company.

Aggrieved by the said order, IFCL preferred an appeal before the Division Bench of the Honble High Court of Madras. The Division Bench dismissed the appeal, thereby affirming the order passed by the learned Single Judge. Thereafter, IFCL challenged the decision before the Honble Supreme Court of India Upon hearing the parties, the Honble Supreme

Court held that the matter constituted a commercial suit and directed that the proceedings continue before the Honble High Court of Madras in accordance with law.

Pursuant thereto, the matter is presently pending before the Honble High Court of Madras and is awaiting listing for further hearing. No substantive hearing has taken place during the financial year ended 31 March 2026.

Suit No.02

The Company has also filed a suit for an amount of Rs. 1.93/- cr together with interest @ 18% against Integrated Finance Company Limited (IFCL) for loss of profit.

The order passed by the Appellate Bench of High Court of Madras in their judgement against the appeal filed by IFCL (as stated above in the second para of Suit No. 01) further stated that since the matter mentioned in Suit No. 02 (the Suit filed by the Company) is interconnected with Suit No. 01 (the Suit filed by IFCL), the suits should by heard jointly, as "civil suits.

Notice from EOW Cell, Chennai

Reference to Suit No. 1 above, the Company received seven notices dated 26* March 2026 issued by the Superintendent of Police, EOW Cell, Chennai, addressed to the Company as well as certain existing and erstwhile No n-Executive/ln depen dent Directors, the Executive Director, and the Chief Financial Officer, under the provisions of the TNPID Act on 151 April 2026, in relation to alleged non-payment of dues to Integrated Finance Company Limited ("IFCL"). By the said notices, the Superintendent of Police, EOW Cell, Chennai, inter alia, called upon the noticees to appear before his office within fifteen (15) days from the date of receipt of the notices and further sought payment of an amount of ?3,54,83,661 50 purportedly due to IFCL.

In response thereto, all notice recipients requested an appointment for personal appearance by representatives on either 13‘" or 14m April 2026. The Nonexecutive Director and Independent Director authorised, representatives of the Company along with legal counsel, to attend and submit appropriate responses on behalf of the respective noticees Accordingly, on 14m April 2026 and subsequently on 15" April 2026, the Companys Executive Director, Mr Shyamsunder V. Atre, and the Company Secretary, Ms. Raliavi P. Shedge, along with the Companys legal counsel, Mr. Sayeed Y. Mulani, attended the office of the Deputy Superintendent

of Police, EOW Cell, Chennai, for the purpose of submitting responses on behalf of the Company, the concerned present and erstwhile Director(s) and the Chief Financial Officer who had received the Notice

During the said visit, it was informed by the officials present that the Deputy Superintendent of Police was out of station, travelling in China, and was expected to return around 14lh May 2026. The Police officers present at the EOW Cell, thereafter, accepted and acknowledged the responses submitted on behalf of the Company and Mr S V. Atre, Executive Director, who was physically present at their office at the time

Representatives of IFCL, namely Mrs. Hema Jyothi, Authorised Representative, and Mr. Sundaresan, Accounts Manager, were also called to the office of the EOW, While the officers were inclined to accept the responses submitted by all the the Noticees, the representatives of IFCL raised queries regarding the Noticees absence. The officials, for reasons not specified, thereafter declined to accept the written submissions tendered on behalf of the remaining noticees at that time and advised that the same be resubmitted by registered post/speed post.

Accordingly, all responses not accepted physically were subsequently dispatched by registered post/ speed post under covering letters recording the above events.

The responses submitted by the noticees, inter alia, record that the matters in question pertain to a civil commercial dispute presently sub judice before the Honble High Court of Madras and, amongst other things, stated as follows:

• IFCL had raised claims towards lease rentals, which were disputed by the Company on the ground that the machinery was unusable and remained outside its control,

• the Company has filed a suit against IFCL claiming consequential losses of approximately ?1,93 crores, together with interest at 18% per annum, aggregating to approximately ?10.65 crores as of 31* March 2026, leading to crosslitigation between the parties before the Honble High Courts of Bombay and Madras;

• the present proceedings arise out of a longstanding contractual dispute between the parties and are presently pending adjudications against which the Company has already placed a deposit of Rs. 30 Lakhs with the Hon. High Court of Madras on 10th May, 2017; and

• There have been no transactions with IFCL in the nature of "deposits1 or "asset transfer", and accordingly, the provisions of theTNPID Act are stated to be inapplicable.

The Company has duly complied with all notices issued thus far and have furnished comprehensive and appropriate responsesas required. The Company is now awaiting awaiting for further communication from the Office of Deputy Superintendent of Police, Economic Offences Wing-11 Chennai.

> Risks and area of concern

The Company has established an appropriate risk management framework designed to identify, assess, monitor and mitigate risks that may adversely affect its operations, financial performance, reputation or long-term sustainability

The Board of Directors remains committed to maintaining a robust and dynamic risk management process and periodically reviews the Companys risk profile to ensure that appropriate mitigation strategies and internal controls are in place The Board continuously monitors emerging risk factors to enhance the Companys preparedness and resilience

Through prudent governance and an internal control environment, the Company endeavours to safeguard the interests of its stakeholders

> Corporate Governance and Management Discussion and Analysis Report

The Corporate Governance Report and Management Discussion and Analysis Report along with the Auditors Statement of its compliances are given separately.

> Related Party Transactions

Pursuant to the provisions of the Companies Act, 2013, read with the applicable rules made thereunder, and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"), as amended vide the SEBI Notification dated 22 November 2021 to its earlier Notification dated 9 November 2021, prior approval of the Members is required for all Material Related Party Transactions by way of a Special Resolution passed through a General Meeting or by Postal Ballot, as applicable.

In terms of Regulation 23 of the SEBI LODR Regulations, a Related Party Transaction is considered to be "material" if the transaction(s), to be entered into individually or taken together with

previous transactions during a financial year, exceeds ?1,000 crore or 10% of the annual consolidated turnover of the listed entity as per its last audited financial statements, whichever is lower.

Accordingly, the Company has obtained the requisite approval of the Members for the Material Related Party Transactions and also have obtained the approval of Audit Committee for other Related Party Transactions. The information for the said related party transactions has been duly recorded and mentioned in AnnexureA-FormAOC-2 as required under Rule 8(2) of the Companies (Accounts) Rules, 2014 the applicable provisions of the Companies Act, 2013 and the SEBI LODR Regulations.

> Secretarial Audit

Pursuant to the Provisions of Section 204 of the Companies Act, 2013 and the Rules made thereunder, Mr. Rajkumar R. Tiwari, Practicing Company Secretary (CP No. 2400) has been reappointed as Secretarial Auditor to conduct the Secretarial Audit for the Financial Year 2025-26 The Secretarial Audit Report for the year ended 3ist March, 2026 is enclosed as Annexure Bto this Report.

During the year under review, the Company complied with the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"), except in the case of

• The Secretarial Compliance Report under Regulation 24A in "XBRL" mode. While the duly signed original Secretarial Compliance Report was submitted well within the prescribed timeline, the filing in XBRLformat was completed after the stipulated due date. Consequently, the Company paid the applicable penalty levied by the Stock Exchange amounting to Rs. 52,000/- + GST for the delayed filing.

• There was a delay in filing the XBRL e-voting results for the Extra-Ordinary General Meeting held on 16th May 2025, pursuant to Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Consequently, the Company paid a fine of ?10,000 + GST,

Save and except the aforesaid instance, the Company has complied with all other applicable provisions of the SEBI LODR Regulations and other applicable laws and regulatory requirements during the year under review.

Further, there has been no instance of noncompliance by the Company on any matter relating to the capital markets during the last three years. No penalties or strictures have been imposed on the Company by the Stock Exchanges, the Securities and Exchange Board of India (SEBI), or any other statutory authority during the said period, other than the penalty referred to above.

> Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

In view of the shut down of all manufacturing activities and revenues and expenses being generated and paid domestically, Statement pursuant to provisions of Section 134(3)(m) of the Companies Act, 2013 and Companies (Accounts) Rules, 2014 for Conservation of Energy, Technology absorption and Foreign Exchange Earnings and Outgo is not applicable.

> Human Resources

The relations with employees continue to be cordial.

> Details of Salary of Employees

The information required under Section 197 of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in resped of employees of the Company and Directors is furnished in Annexure C.

> Vigil Mechanism

Pursuant to Section 177(9) and (10) of the Companies Act, 2013, and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Company has formulated its Vigil Mechanism, under the Whistle Blower Policy, for its Directors and employees to report genuine concerns The Whistle Blower Policy of the Company is disclosed on the website of the Company, www garwaremarine.com

During the Financial Year ended 31st March, 2026, no complaint has been received by the Audit Committee from Director(s) or empioyee(s) of the Company.

> Corporate Social Responsibility (CSR)

Pursuant to the provisions of Section 135 of the Companies Act, 2013, read with the rules made thereunder, the Company was not required to undertake Corporate Social Responsibility (CSR) activities or make any contribution towards CSR during the financial year under review. Accordingly, the disclosures relating to CSR, as prescribed under the applicable provisions of the Act and the Rules

framed thereunder, are "Not Applicable1 to the Company

> Maternity benefit provided by the Company under Maternity Benefit Act 1961

The Company confirms that it is fully aware of and remains committed to complying with the provisions of the Maternity Benefit Act, 1961. During the year, there were no claim/s received under Maternity Benefit Act 1961. The Company has established appropriate systems, policies, and procedures to ensure that all statutory benefits prescribed under the Act are provided to eligible women employees, as and when applicable, in compliance with the relevant legal requirements The Company remains committed to fostering an inclusive and legally compliant work environment.

> Prevention of Sexual Harassment Policy

The Companys goal has always been to create an open and safe workplace for every employee to feel empowered, irrespective of gender, sexual preferences and other factors, and contribute to the best of their abilities. In line to make the workplace a safe environment, the Company has set up a policy on prevention of sexual harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("PoSH Act"). Further, the Company has complied with the provisions under the PoSH Act

The Company has not received any complaints of work place complaints, including complaints on sexual harassment during the year under review

> Statutory Information and other disclosures

• No application has been made against the Company under the Insolvency and Bankruptcy Code. 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";

• The requirement to disclose 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, is"NotApplicable",

> Cautionary Statement

Statements contained in this Directors Report and the Management Discussion and Analysis Report describing the Companys objectives, plans, projections, estimates, expectations, or forecasts may constitute "forward-looking statements" within the meaning of applicable securities laws and regulations These statements are based on certain assumptions, expectations, and information currently available to the management and are therefore subject to various risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied in such statements

Factors that may cause actual results to differ materially include, but are not limited to, changes in market conditions, fluctuations in demand and pricing in the Companys principal markets, variations in input costs, competitive pressures, changes in government policies, laws and regulations, taxation regimes, macroeconomic and geopolitical developments, foreign exchange fluctuations, and other economic, financial, operational, and industry- specific factors affecting the markets in which the Company operates.

> Acknowledgement

Your Directors express their sincere gratitude to all the stakeholders of the Company who have stood by and supported the Company.

	For and on behalf of Board
	Adltya A Garware
Date: 12108/2026	Chairman
Place: Mumbai	DIN: 00019816