Garware Marine Industries Ltd

To,

The Members,

Garware Marine Industries Limited

We present our report on the business and operations of

the Company for the year ended 31^st March, 2025.

• 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.

Revenue from operations (including other income) for the year ended 31st March, 2025 stood at Rs. 120.42 lakhs as against Rs. 71.21 lakhs forthe previous year ended 31st March, 2024 (an increase of 69.11%), while Total Expenses remained almost the same.

The Company's profit stood at Rs. 43.14 Lakhs for the year ended 31st March, as against a loss of Rs. 6.81 lakhs for the previous year in view of a substantial increase in revenue.

As a result of an increase in market price of listed investments, Other Comprehensive Income stood at a 'surplus" of Rs 647.68 lakhs as opposed to Rs. 320.28 lakhs for the previous year. Therefore, the total comprehensive income for the year stood at a profit of Rs.690.72 Lakhs as against a profit of Rs. 313.67 Lakhs in the previous year.

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

During the year under review the Company's revenue was generated from vessel repairs. Income from Repairs was substantially higher for the year as compared to the previous year, in the view of one of the Vessels owned by the Company's primary Customer having undergone a major drydocking during the year.

In the short term, while the Company continues to face challenges, one favourable aspect is the Company's main Customer has increased the size of its fleet from 2 to 3 Vessels post the year under review. The Company continues to put an efforts to widen its Customer base and expects its efforts to "bear fruit" during the year.

On a long term horizon, the Company hopes that the Offshore Shipping market continues to sustain inspite of the global uncertainties that persist in the world today, and Customers once again expand their fleets, which would translate into more business for the Company. The Company is also looking to expand its "flying squad' members in anticipation of an increase in demand for Ship repair services

In an attempt to conserve resources for potential increase in operations, your Directors regret that they are unable to recommend any dividend for the financial year ended 31st March, 2025.

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

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

Consequently, a Board Meeting was conducted on 22nd April, 2025 to pass the relevant resolutions as per the provisions of Section 185,186 and 188 of the Companies Act, 2013 and the rules thereunder and SEBI LODR Regulations, 2015 for further approval of the members of Company which was received at Extra Ordinary General Meeting dated 16th May, 2025.

The Company will earn a Guarantee Commission of

0.50% per annum for providing the said Corporate Guarantee

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

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

During the year under review, the Company has not granted any loan, not made any investment nor has it given any guarantee u/s 186 of Companies Act, 2013 and thus required details are not applicable. However, as stated above the Company has provided a Corporate Guarantee of RS. 10 crores on behalf of GOSL after the year in review.

During the year, the Company had provided a "Deposit on Call" of Rs. 2,25,000 @ 8% interest to Universal Investment Services Private Limited for its working capital requirement for the term not exceeding 18 months. The said Loan along with interest was fully repaid by the Borrower after the year under review

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

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

Mr. Piyush V Patel (DIN: 09655113) was appointed as an Independent Director of the Company for a term of five (5) years with effect from 27th March, 2024 by the members via Postal Ballot dated 09^th May,

2024. Mr. Patel 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.

In accordance with the Provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Shefali S. Bajaj (DIN: 00149511), Non-Executive Director retires by rotation at the forthcoming Annual General Meeting of the Company and being eligible offers herself for re-appointment The Board of Directors recommends her re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting of the Company.

All Independent Directors have given declarations that they meet the critena 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.

During the year under review, 4 Board Meetings were duly convened and held on 24th May, 2024, 06th August, 2024, 29th October, 2024 and 04th February,

2025. The details of the said Board Meetings form part of the Corporate Governance Report.

During the year, Postal Ballot (dated 09th May, 2024) was conducted in which the members approved the appointment of Mr. Piyush V. Patel as an Independent Director of the Company for a term of five (5) years with effect from 27th March, 2024.

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.

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 Board's 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.

From time to time, all the Independent Directors are informed about the status of business of the Company as well as their responsibilities and commitments.

The following are the Key Managerial Personnel of the Company:

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:

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

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.

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 Company's website www. garware marin e, com.

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

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 44* AGM dated 27^,h September, 2022, till the conclusion of 49* 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. There are no Qualifications in the Auditors' Report.

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 2024-2025.

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 LLP, 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 Company's internal control and risk management

The Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2025 which has a feature of

recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the softwares.

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

The Board appreciates the support and co-operation of all the employees of the Company, with special mention to be made of the Flying Squad who are responsible for the repair of Vessels.

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

As a background, the Company had filed an application for setting aside the Ex-parte Decree dated 15.06.2012 passed by the Hon'ble High Court of Madras in the matter of Integrated Finance Company Limited (IFCL). The Hon'ble Court was pleased to set aside the Exparte Decree by an Order dated 04.04.2017 upon condition of deposit of Rs 30 lakh with the Court, which the Company has complied with. The Company has thereafter filed its written statement and also filed an application for dismissal of the suit filed by IFCL on the grounds of limitation and also whether the Suit could be considered as a "Commercial Suit'.

Prior to deciding on the issue of limitation, the Hon'ble High Court of Madras declined to entertain the disputes between the parties as a "Commercial Suit" as originally argued by IFCL and passed the order in favour of the Company. Thereafter, IFCL preferred an appeal against the same order in the Appellate Bench ofthe Hon'ble High Court of Madras where they lost once again. IFCL thereafter filed an appeal with the Hon'ble Supreme Court Upon hearing the matter, the Hon. Supreme Court decided that the matter was a commercial suit and therefore the further hearing/s could be conducted at the High

Court of Madras. Accordingly, the matter is now listed in the High Court of Madras, waiting for a date of hearing. There has been no hearing during the current financial year ended 31st March, 2025.

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".

Adequate measures have been taken to protect the Company from any potential risks which may affect the existence of the Company and the Board of Directors continuously strives to take utmost care to ensure preservation of interest of all its stakeholders.

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

The information on related party transactions as required under Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is enclosed as Annexure A to this Report. The Policy on Related Party Transactions is available on the Company's website www.garwaremarine.com.

Vide Amendment dated 22nd November, 2021, in its previous Notification dated November 9, 2021, Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 ('LODR Regulations'), in the case of Related Party Transactions of the Company being a "Material Related Party Transaction" Member's approval was taken through Special Resolution in the Company's 44^,h AGM dated 22^nd September, 2022. In this regard, a Transaction is considered to be material, if the transaction(s) to be entered into individually or taken together with the previous transactions during the financial year, exceeds Rupees One Thousand

Crore or 10% of the annual consolidated turnover of the listed entity as per the last audited financial statement of the listed entity, whichever is lower

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 re-appointed as Secretarial Auditor to conduct Secretarial Audit for the Financial Year 2024-25, The Secretarial Audit Report for the year ended 31st March, 2025 is enclosed as Annexure B to this Report. There are no qualifications in the said report.

During the year under review the Company has complied with the provisions of the Companies Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

In view of the total 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

The relations with employees continue to be cordial. Your Directors wish to express their appreciation of the services rendered by the devoted 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 respect of employees of the Company and Directors is furnished in Annexure C.

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, 2025, no complaint has been received by the Audit Committee from Director(s) or employee(s) of the Company.

In view of the provisions of Section 135 of the Companies Act, 2013 and the Rules thereunder, the Company was not required to make any contribution towards CSR and thus the required details are "Not Applicable'.

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 appropriate systems and policies in place to ensure that all statutory benefits under the Act, including paid maternity leave, continuity of salary and service during the leave period, nursing breaks, and flexible return-to-work arrangements will be extended to eligible women employees as and when applicable. The Company remains committed to fostering an inclusive and legally compliant work environment.

The Company's 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 relating to the framing of an anti-sexual harassment policy and the constitution of an Internal Committee

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

• No application has been made 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 "Not Applicable"

Statements in this Directors' Report and Management Discussion and Analysis Report describing the Company's objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied Important factors that could make difference to the Company's operations and its prices, cyclical demand and pricing in the Company's principal markets, changes in Government regulations, Tax regimes, economic developments to the extent where the Company conducts its business and other ancillary factors.

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

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