Garware Synthetics Ltd Directors Report

To The Members, Garware Synthetics Limited

Your directors have pleasure in presenting their 57th Annual Report on the Business and Operations of the Company and the accounts for the Financial Year ended March 31, 2026.

FINANCIAL RESULTS:

PARTICULARS	2025-2026	2024-2025
Revenue from operation	10,33,92,337	10,72,99,174
Other Income	1,53,198	28,78,432
Profit/(Loss) for the year before providing Depreciation & Financial Charges	94,89,392	34,11,625
Less: Depreciation	43,90,551	43,96,857
Financial Charges	9,37,144	11,12,908
Profit/(Loss) Before Exceptional Items and Tax	41,61,697	(20,98,140)
Exceptional Items and Extraordinary Item	-	27,73,980
Profit Before Tax	41,61,697	6,75,840
Current Tax	7,55,000	2,00,000
Short provision of Income tax relating to earlier years	(65,685)	3,34,264
Deferred tax	(1,49,777)	11,726
Profit After Tax	36,22,159	1,29,850

BUSINESS REVIEW:

The Company achieved the Revenue from Operations and Other Income of Rs. 10,35,45,536/- (Ten Crores Thirty-Five Lakhs Forty-Five Thousand Five Hundred and Thirty-Six Only) during the Financial Year ended on 31st March, 2026 as against Rs. 11,01,77,606/- achieved during the previous year ended on 31st March, 2025.During the Year, Company incurred Net Profit of Rs. 36,22,159/- (Thirty-Six Lakhs Twenty-Two Thousand One Hundred and Fifty-Nine Only) as against Profit of Rs. 1,29,850/- (One Lakhs Twenty-Nine Thousand Eight Hundred and Fifty Only) during the previous year ended on 31st March, 2025.

STATE OF COMPANY AFFAIRS:

The Company is taking various initiatives for expanding its business. The Directors are exploring the business avenues in the field Garfon.

DIVIDEND:

With a view to strengthen the financial position of the Company and for the future growth of the Company, your directors did not recommend any Dividend to its Shareholders during the Year ended 31st March, 2026.

TRANSFER TO RESERVES:

During the year under review, the Company has not transferred any amount to Reserves.

DEPOSITS:

During the year under review, your Company has not accepted deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint Venture or Associate Company as per the provisions of Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the Year, the Company has not provided any Loans or given any Guarantee neither have made any Investments in the year 2025-2026 as per section 186 of the Companies Act, 2013.

PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTY TRANSACTION:

The Particular of Contracts and Arrangements entered into by the Company with Related Parties as referred Section 188 of Companies Act, 2013 and Rules made thereunder, are on arms lengths basis and are mentioned in Annexure- I to Directors Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has proper and adequate internal control systems commensurate with the nature of its business, and size and complexity of its operations. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations, and all assets and resources are acquired economically, used efficiently and adequately protected.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

Particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo forms part of this report and is Annexure- II.

EMPLOYEES RELATIONS:

During the year under review, your Company enjoyed cordial relationship with employees at all levels.

DIRECTORS:APPOINTMENT:

Mr. Nihal Garware was appointed as an Additional Non - Executive and Non - Independent Director of the Company w.e.f. 01st July, 2025. Further he was regularized as director of the company as on 29th September, 2025 at the Annual General Meeting.

GARWARE SYNTHETICS LIMITED

Mrs. Shital Kambli was appointed as an Additional Non -Executive and Independent Director of the Company w.e.f. 23rd August, 2025. Further she was regularized as Non -Executive and Independent director of the company as on 29th September, 2025 at the Annual General Meeting.Mrs. Sheetal Sawant was appointed as an Additional Independent Director of the Company w.e.f. 02nd December, 2025. Further she was regularized as Independent Director of the Company in the Extra-ordinary General Meeting held on 28th February, 2026.

CESSATION:

Mr. Sunder Moolya, Whole Time Director (KMP) resigned from the Company w.e.f. 01st July, 2025.Mrs. Shilpa Parab, Director resigned from the Company w.e.f. 23rd August, 2025.Mr. Harish Koraga Shriyan, Director of the company resigned w.e.f. 2nd December, 2025.

RETIREMENT BY ROTATION:

Pursuant to Section 152 and other applicable provision, if any, of the Companies Act, 2013, the Articles of Association of the Company Mr. Deepak Pandurang Kamble, Executive Director is liable to retire by rotation at the ensuing AGM.

Being eligible Mr. Deepak Pandurang Kamble has offered himself for re-appointment. Appropriate resolution for his re-appointment is being placed for the approval of the shareholders of the Company at the ensuing AGM.

None of the Directors are disqualified from being appointed as specified in Section 164 of the Companies Act, 2013 as amended.

DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of Companies Act, 2013 read with Rules and Regulation 16(1) (b) of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 with the Stock Exchanges.

BOARD EVALUATION:

The Nomination and Remuneration Committee of the Company has laid down the criteria for performance evaluation of the Board, its committees and individual directors including Independent Directors covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the LODR, Regulations, 2015 based on the predetermined templates designed as a tool to facilitate evaluation process, the Board has carried out the annual performance evaluation of its own performance, the Individual Directors including Independent Directors and its Committees on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc.

REMUNERATION POLICY:

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

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

As the Company does not fall under the class of Companies as prescribed under Section 135 of Companies Act, 2013 and Rules made thereunder, the provisions related to Corporate Social Responsibility is not applicable to the Company.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors met in the below mention dates during the year and the gap between two board meetings is not more than 120 Days, but the same has been extended by MCA to conduct the Board meeting not exceeding gap more than 180 days between two Board meetings.

30.05.2025	01.07.2025	25.07.2025	23.08.2025	30.10.2025	12.11.2025
02.12.2025	10.01.2026	19.01.2026	30.01.2026	02.02.2026	31.03.2026

Details of the changes in composition and attendance of Members of the Board during the year 2025-2026 are as follows:

Sr. No. Name of Director	Designation	Category	No. of Meetings Held	No. of Meetings Attended
1. Mr. Sunder Moody (upto 01.07.2025)	Chairman Whole time Director		01	01
2. Ms. Sheetal Sawant (w.e.f 02.12.2025)	Director	Independent Director	06	06
3. Mr. Nihal Garware (w.e.f 01.07.2025)	Director	Non-Executive Director	11	11
4. Mrs. Shilpa Parab (upto 23.08.2025)	Independent Woman Director	Non-Executive Independent Director	03	03
5. Ms. Shital Kambli (w.e.f 23.08.2025)	Independent Woman Director	Non-Executive Independent Director	09	09
6. Mr. Sandip Pawar	Independent Director	Non-Executive Independent Director	12	12
7. Mr. Deepak Kambli	Director	Executive Director	12	12
8. Mr. Lirish Shriyan (upto 02.12.2025)	Independent Director	Non-Executive Independent Director	06	06

AUDIT COMMITTEE:

The Company has an Independent Audit Committee which has been formed in pursuance of Regulation 18 of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 and Section 177 of the Companies Act, 2013.The Primary objective of the committee is to monitor and provide effective supervision of the managements financial reporting process to ensure accurate and timely disclosures, with the highest level of transparency, integrity and quality of financial reporting.

Four Audit Committee Meetings were held during the year as below:

30.05.2025

25.07.2025

12.11.2025

30.01.2026

The Following are the members of the Audit Committee:

Sr. No. Name of Director	Designation	Category	No. of Meetings Held	No. of Meetings Attended
1. Mr. Sandip Pawar	Chairman	Non-Executive Independent Director	4	4
2. Mr. Harish Shriyan (upto 02.12.2025)	Member	Non-Executive Independent Director	3	3
3. Mrs. Shilpa Parab (upto 23.08.2025)	Member	Non-Executive Independent Woman Director	2	2
4. Mrs. Shital Kambli (w.e.f. 23.08.2025)	Member	Non-Executive Independent Woman Director	2	2
5. Mrs. Sheetal Sawant (w.e.f. 02.12.2025)	Member	Non-Executive Independent Woman Director	1	1

During the Year, Mrs. Sheetal Sawant, Independent Director was appointed as Member of Audit Committee in place of Mr. Harish Shriyan.Mrs. Shital Kambli, Independent Director was appointed as Member of Audit Committee in place of Mrs. Shilpa Parab.

NOMINATION AND REMUNERATION COMMITTEE:

The purpose of this committee of the Board of Directors (the Board) shall be to discharge the Boards responsibilities related to nomination and remuneration of the Companys Directors and Key managerial personnel.

The Committee has the overall responsibility of approving and evaluating the nomination and remuneration plans, policies and programs for Directors and Key managerial personnel.

Details of the composition and attendance of Members of the Nomination and Remuneration committee during the year 2025-2026 are as follows:

Three Nomination and Remuneration Committee Meeting was held during the year as below:

01.07.2025

23.08.2025

02.12.2025

Nomination and Remuneration Committee Members

The Following are the members of the Nomination and Remuneration Committee:

Sr. No. Name of Director	Designation	Category	No. of Meetings Held	No. of Meetings Attended
1. Mr. Sandip Pawar	Chairman	Non-Executive Independent Director	3	3
2. Mr. Harish Shriyan (upto 02.12.2025)	Member	Non-Executive Independent Director	3	3
3. Mrs. Shilpa Parab (upto 23.08.2025)	Member	Non-Executive Independent Woman Director	1	1
4. Mrs. Shital Kambli (w.e.f. 23.08.2025)	Member	Non-Executive Independent Woman Director	2	2
5. Mrs. Sheetal Sawant (w.e.f. 02.12.2025)	Member	Non-Executive Independent Woman Director	0	0

During the Year, Mrs. Sheetal Sawant, Independent Director was appointed as Member of Nomination and Remuneration Committee in place of Mr. Harish Shriyan.

Mrs. Shital Kambli, Independent Director was appointed as Member of Nomination and Remuneration Committee in place of Mrs. Shilpa Parab.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Committee reviews shareholders complaints and resolution thereof. The Committee expresses satisfaction with the Companys performance in dealing with investor grievances and its share transfer system.

Details of the composition and attendance of Members of the Stakeholder relationship Committee during the year 2025-2026 are as follows:

Four Stakeholder relationship Committee Meetings were held during the year as below:

30.05.2025

25.07.2025

12.11.2025

30.01.2026

The Following are the members of the Stakeholder relationship Committee:

Sr. No. Name of Director	Designation	Category	No. of Meetings Held	No. of Meetings Attended
1. Mr. Sandip Pawar	Chairman	Non-Executive Independent Director	4	4
2. Mr. Harish Shriyan (upto 02.12.2025)	Member	Non-Executive Independent Director	3	3
3. Mrs. Shilpa Parab (upto 23.08.2025)	Member	Non-Executive Independent Woman Director	2	2
4. Mrs. Shital Kambli (w.e.f. 23.08.2025)	Member	Non-Executive Independent Woman Director	2	2
5. Mrs. Sheetal Sawant (w.e.f. 02.12.2025)	Member	Non-Executive Independent Woman Director	1	1

During the Year, Mrs. Sheetal Sawant, Independent Director was appointed as Member of Stakeholder Relationship Committee in place of Mr. Harish Shriyan.

During the Year, Mrs. Shital Kambli, Independent Director was appointed as Member of Stakeholder Relationship Committee in place of Mrs. Shilpa Parab.

INDEPENDENT DIRECTORS:

Independent Directors play an important role in the governance processes of the Board. They bring to bear their expertise and experience on the deliberations of the Board. This enriches the decision-making process at the Board with different points of view and experiences and prevents conflict of interest in the decision-making process.

None of the Independent Directors serves as "Independent Directors" in more than seven Listed companies. No person has been appointed or continuing as an Alternate Director for an Independent Director of the Company.

Based on the disclosures received from all the Independent Directors and also in the opinion of the Board, the Independent Directors fulfills the conditions specified in SEBI (LODR) Regulations, 2015 and are independent of the management.

During the year under review, the Independent Directors met on 02.02.2026, interalia:

To review the performance of the Non-Independent Directors (Executive Directors); To review the performance of the Board of the Company as a whole; To review the performance of Chairman of the Company taking into account the views of Executive Directors on the same; To assess the quality, quantity and timeliness of flow of information between the Company management and the Board.

They expressed satisfaction at the robustness of the evaluation process, the Boards freedom to express views on the business transacted at the Meetings and the openness with which the Management discussed various subject matters on the agenda of meetings.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(3) (c) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed that:

1. In preparation of the annual accounts for the financial year ended March 31, 2026 the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
2. 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 and loss of the Company for that period;
3. They have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
4. They have prepared the accounts for the financial year on a going concern basis and are very much hopeful that the Companys performance will improve in the fourth coming financial years;
5. They have laid down internal financial controls, which are adequate and are operating effectively;
6. They have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in advance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year on the operations of the Company, as required under SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 is provided as "ANNEXURE IV" to the Annual Report.

CORPORATE GOVERNANCE REPORT:

Pursuant to Regulation 27 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, a Report on Corporate Governance Report is not applicable to the Company as it does not fall under the criteria of Paid-up Share Capital of Rs. 10 Crore and Turnover of Rs. 25 Crores.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTOR:

The Company ensures that its directors remain well-informed about its operations, management, and industry trends through a comprehensive Familiarization Programme designed specifically for Independent Directors. This programme covers the companys activities, strategic management, and an overview of current industry challenges and opportunities.

SHARE TRANSFER SYSTEM

All share transfer, dematerialization and related work is managed by Registrar and Share Transfer Agent (RTA) M/s. MUFG Intime India Private Limited (Formerly Link Intime India Private Limited), is your Companys RTA. All share transfer requests, demat/remat requests, correspondence relating to shares i.e. change of address, Power of Attorney, etc. should be addressed to the registrar and transfer agents.

COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and such systems are adequate and operating effectively. During the year under review, the Company was in compliance with the Secretarial Standards (SS) i.e., SS-1 and SS-2, relating to "Meetings of the Board of Directors" and "General Meetings", respectively.

INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirement of the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosure to be made while dealing with shares of the Company as well as consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by Employees and to maintain the highest ethical standards of dealing in the Companys Shares.

The Company has in place a Code of Conduct for Prevention of Insider Trading and Corporate Disclosure Practices, in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015.Accordingly, the Board approved and adopted:a) Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information; andb) Code for Fair Disclosures and Conduct

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review there were no application made or any proceedings were pending under Insolvency and Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE-TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review there were no instances of One-Time Settlements.

MATERNITY BENEFIT COMPLIANCE

During the year under review, the Company complied with the provisions of the Maternity Benefit Act 1961 along with all the applicable amendments & undertook necessary measures to ensure compliance for all eligible employees.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:The Company does not fall under the ambit for transferring any amount to the Investor Education & Protection Fund (IEPF) and no amount is lying in Unpaid Dividend A/c of the Company.

CREDIT RATINGS:

The Company has not obtained any credit rating during the Financial Year 2025-2026.

LISTING WITH STOCK EXCHANGE:

The Company confirms that it has paid the Annual Listing Fees for the year 2026-2027 to BSE where the Companys shares are Listed.

ACKNOWLEDGEMENTS:

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous cooperation and assistance.

For and on behalf of the Board of DirectorsFor Garware Synthetics Limited

Sd/-Nihal GarwareChairman and DirectorDIN: 02708438

Sd/-Deepak P. KambleDirectorDIN: 09718203

Date: 24th August, 2026Place: Thane