Garware Technical Fibres Ltd

(For the Financial Year ended 31st March, 2025)

To The Members,

Your Directors have pleasure in presenting the Forty-Eighth (48th) Annual Report along with Audited Financial

Statements of the Company for the financial year ended 31st March, 2025.

FINANCIAL SUMMARY:

2024 - 2025 – THE YEAR UNDER REVIEW:

During the year under review, your Company recorded impressive performance maintaining its record of consistence growth.

Your Company recorded standalone revenue of Rs. 1,488.68 crore for the year ended 31st March, 2025, an increase of 16.31% over the previous year's standalone revenue of Rs. 1,279.92 crores.

Domestic Sales amounted to Rs. 585.00 crores, and the Export Sales amounted to Rs. 903.68 crores for the year ended 31st March, 2025, on standalone basis. Your Company earned consolidated revenue of Rs. 1,540.11 crores for the year ended 31st March, 2025, an increase of 16.18% over the previous year's consolidated revenue of Rs. 1,325.61 crores.

Standalone Profit Before Tax is . 285.63 crores against Rs. 257.67 crores of the previous year. Consolidated Profit Before Tax is Rs. 308.46 crores against Rs. 271.71 crores of the previous year.

OPERATIONS:

The operations of the Company are elaborated in the annexed "Management Discussion and Analysis Report".

SUBSIDIARIES AND ASSOCIATES:

Garware Technical Fibres USA INC. ("GTF USA INC"), is a Wholly Owned Subsidiary of your Company incorporated in the State of Washington, United State of America. GTF USA INC is engaged in the business of sale and supply of the products to technical textile industry in USA markets. GTF USA

INC recorded revenue of Rs. 160.66 crores and earned net profit of Rs. 9.31 crores for the year ended 31st March, 2025, as compared to revenue of

135.01 crores and earned net profit of Rs. 5.68 crores during the previous year.

Garware Technical Fibres Chile SpA ("GTF Chile SpA"), is a Wholly Owned Subsidiary of your Company incorporated in the Republic of Chile. GTF Chile SpA is engaged in the business of sale and supply of the products to technical textile industry

in Chile markets. GTF Chile SpA recorded revenue

of Rs. 138.35 crores and earned net profit of Rs. 7.72 crores for the year ended 31st March, 2025, as

compared to revenue of Rs. 114.23 crores and earned net profit of Rs. 3.21 crores during the previous year.

During the year under review, your Company incorporated a Wholly Owned Subsidiary in UK namely Garware Technical Fibres UK Pvt. Ltd. ("GTF UK") on 14th March, 2025. GTF UK is yet to commence its operations.

Garware Technical Textile Private Limited ("GTTPL"), is a Wholly Owned Subsidiary of your Company incorporated in India. GTTPL is engaged in the business of manufacture and supply of ropes and cordage product during the year under review. GTTPL recorded revenue of Rs. 38.59 lakhs and net loss of Rs. 10.09 lakhs for the year ended 31st March, 2025.

Garware Environmental Services Private Limited ("GESPL"), is a Wholly Owned Subsidiary of your Company incorporated in India. GESPL is yet to start its commercial operations.

Garware Technical Fibres Foundation ("GTFF") is a Wholly Owned Subsidiary of your Company incorporated in India under Section 8 of the Companies Act, 2013, to undertake various Corporate Social Responsibility activities in areas or subjects specified in Schedule VII of the Companies Act, 2013.

Your Company does not have any material

Subsidiary.

Garware Meditech Private Limited ("GMPL") is an associate of your Company incorporated in India and presently not having any business activity. TP Bhaskar Renewables Limited, ("TPBRL") is an associate of your Company. TPBRL is an Indian Company and operates a solar power plant under captive power delivery arrangement with the Company. The Company utilizes the power generated by TPBRL's from its solar power plant, up to the contracted capacity of 8.5 MW, to partially meet its energy requirements, on captive basis in accordance with the provision of the Electricity Act, 2003. Pursuant to provisions of first proviso of sub-section (3) of Section 129 of the Companies Act, 2013, a Statement containing salient features of the Financial Statement of its Subsidiaries and Associate Companies in Form No. AOC-1 is attached to the Financial Statement, which forms an integral part of this Report.

CONSOLIDATED FINANCIAL STATEMENTS:

Pursuant to the provisions of Section 129 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, and the applicable Accounting Standards, the Company has prepared a Consolidated Financial Statement of the Company, its Subsidiaries and Associate Companies in the same form and manner as that of the Company, which shall be laid before the ensuing Annual General Meeting of the Company along with the laying of the Company's Standalone Financial Statement.

The Annual Report of the Company inter alia contains the Standalone Audited Financial Statement of the Company and Consolidated Audited Financial Statement of the Company and its Subsidiaries and Associate Companies except its Wholly Owned Subsidiary, Garware Technical Fibres Foundation, which is incorporated under Section 8 of the Companies Act, 2013.

Considering the nature and the insignificant variability of its returns, it has been concluded that the Company does not have 'control' over Garware Technical Fibres Foundation, and therefore, it has not been consolidated alongwith the Financial Statement of the Company.

The Company has not yet infused any share capital into its Wholly owned Subsidiary Garware Technical Fibres UK Pvt. Ltd. ("GTF UK") and GTF UK is yet to commence its operations. In view of this, the accounts for the Financial Year 2024-25 are not drawn for GTF UK.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the Standalone Audited Financial Statements of the Company, Consolidated Financial Statements along with relevant documents and Financial Statements in respect of its Subsidiaries and Associate Companies are u p l o a d e d o n t h e C o m p a n y ' s w e b s i t e : https://www.garwarefibres.com/investors/financial-information/shareholder-meeting#investosmenu.

The Financial Statements of the Subsidiaries, Associate Companies and the related detailed information, will be made available to any Member of the Company, its Subsidiaries and Associate Companies, who may be interested in obtaining the same. The Financial Statements of the Subsidiaries and Associate Companies will also be available for inspection by any Member at the Company's Registered Office, as well as at the Registered Offices of the respective Subsidiaries and Associate Companies.

BUY-BACK OF EQUITY SHARES:

Your Company bought back 5,25,000 equity shares of the Company of face value of Rs. 10/- each from all Eligible Shareholders, who tendered the shares on a proportionate basis and extinguished the same on 25th April, 2024. The total paid up capital of your Company stands reduced from Rs. 20,37,81,690/- divided into 2,03,78,169 equity shares of face value of Rs. 10/- each to Rs. 19,85,31,690/- divided into 1,98,53,169 equity shares of face value of Rs. 10/- each post extinguishment of the said 5,25,000 equity shares of the Company. The Buyback resulted in a cash outflow of Rs. 199.50 crores (excluding transaction costs). The Company funded the Buyback from its free reserves.

In accordance with Section 69 of the Companies Act, 2013, the Company has created capital redemption reserve of Rs. 52.50 lakhs equal to the nominal value of the shares bought back as an appropriation from general reserves.

SHARE CAPITAL CHANGES PURSUANT TO

BONUS ISSUE:

With an objective to reward the existing Members, the Board of Directors at their meeting held on 14th November, 2024, recommended issue of bonus equity shares, in the proportion of 4:1, i.e., 4 (four) new fully paid-up equity share of Rs. 10/- (Indian Rupees Ten) each for every 1 (one) existing fully paid-up equity share of Rs. 10/- (Indian Rupees Ten) each held by them, by capitalising a sum not exceeding Rs. 79,41,26,760/- (Indian Rupees Seventy Nine Crores Forty One Lakhs Twenty Six Thousand

Seven Hundred Sixty only) out of the General Reserve of the Company, as per the audited accounts of the Company for the financial year ended 31st March, 2024.

To facilitate issue of Bonus Shares as aforesaid and any further capital issuance in future, Board of Directors in their said meeting had recommended to Increase the Authorised Share Capital to

120,00,00,000/- (Indian Rupees One Hundred Twenty Crores only) divided into 11,00,00,000

(Eleven Crores) Equity Shares of Rs. 10/- (Indian Rupees Ten) each and 1,00,00,000 (One Crore)

Unclassified Shares of Rs. 10/- (Indian Rupees Ten) each.

The increase in Authorised Share Capital and issue of Bonus Shares as above was approved by Members vide resolution dated 21st December, 2024 passed through Notice of Postal Ballot dated 14th November, 2024. Consequently, 7,94,12,676 Bonus Shares were allotted on 6th January, 2025 to members whose names appeared on the register of members as on 3rd January, 2025, being the record date fixed for this purpose. Pursuant to the aforesaid issue of Bonus Shares, the Issued, Subscribed and Paid-up Equity Share Capital of your Company was increased from 19,85,31,690/- (Rupees Nineteen Crores Eighty Five Lakhs Thirty One Thousand Six Hundred and

Ninety only) divided into 1,98,53,169 (One Crore Ninety Eight Lakhs Fifty Three Thousand One hundred and Sixty Nine) Equity Shares of face value of Rs. 10/- each (Rupees Ten only) to Rs. 99,26,58,450/- (Rupees Ninety Nine Crores Twenty Six Lakhs Fifty

Eight Thousand Four Hundred and Fifty only) divided into 9,92,65,845 (Nine Crores Ninety Two Lakhs Sixty

Five Thousand Eight hundred and Forty Five) Equity

Shares of face value of Rs. 10/- each (Rupees Ten only) due to allotment of 7,94,12,676 (Seven Crores Ninety

Four Lakhs Twelve Thousand Six hundred and

Seventy Six) Equity Shares of face value of 10/- each (Rupees Ten only).

DIVIDEND:

Your Directors, after taking into account, the various provisions of Dividend Distribution Policy of the Company, have recommended a Dividend of 1.50/- per share (15%) on the subscribed capital consisting of 9,92,65,845 Equity Shares of Rs. 10/- each, of the Company, for your consideration and approval at ensuing Annual General Meeting for the Financial Year 2024-25. The total proposed dividend for the year would absorb an amount of Rs. 14,88,98,768/-.

Pursuant to the provisions of Income- tax Act, 1961 as amended, dividends paid or distributed by the Company shall be taxable in the hands of the Members. The Company shall, make the payment of the final dividend after deduction of tax at source as per the applicable statutory provisions.

The Dividend as recommend by the Board of Directors, if approved by the Members of the Company, will be paid to the eligible Members within the stipulated time.

DIVIDEND DISTRIBUTION POLICY:

Pursuant to the provision of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company had adopted a Dividend Distribution Policy and the same i s u p l o a d e d o n C o m p a n y ' s w e b s i t e : https://www.garwarefibres.com/investors/policies/dividend-distribution-policy.

DEPOSITS:

During the year under review, your Company has neither accepted nor renewed any deposit within the meaning of Sections 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).

CHANGE IN THE NATURE OF BUSINESS,

IF ANY:

There was no change in the nature of business of your Company during the Financial Year ended 31st March, 2025.

MATERIAL CHANGES AND COMMITMENT

AFFECTING FINANCIAL POSITION:

There were no material changes and commitments, affecting the financial position of the Company occurred between the end of the Financial Year of the Company i.e. 31st March, 2025 and the date of this Directors' Report i.e. 15th May, 2025.

DIRECTORS AND KEY MANAGERIAL

PERSONNEL:

The Board of your Company is duly constituted in compliance with the requirements of the Companies Act, 2013 read with the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, read with Article 96 of the Articles of Association of the Company, Mr. V. R. Garware (DIN 00092201) is liable to retire by rotation at the ensuing Annual General Meeting of the Company and, being eligible, offers himself for re-appointment.

Mr. Shridhar Shrikrishna Rajpathak (DIN: 00040387) will be attaining the age of 75 years on 29th May, 2026, the Special Resolution pursuant to the provisions of Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for continuing the appointment of Mr. Shridhar Shrikrishna Rajpathak (DIN: 00040387) as Non-Executive Independent Director of the Company to hold the office for the remaining term of his re-appointment i.e., upto 11th November, 2026, is placed for approval of Members at Item No. 6 of Notice calling Forty- Eighth (48th) Annual General Meeting of the Company, which forms an integral part of this Report.

Details regarding Mr. V. R. Garware and Mr. Shridhar Shrikrishna Rajpathak, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per Secretarial Standard - 2 of General Meeting are contained in the accompanying Notice calling Forty- Eighth (48th) Annual General Meeting of the Company, which forms an integral part of this Report.

The Members of the Company, vide Postal Ballot Notice dated 27th May, 2024, had passed the Special Resolution approving the appointment Mr. Ashish Goel (DIN: 00147449) as Non-Executive Independent Director of the Company to hold the office for a term of five (05) consecutive years with effect from 28th May, 2024 pursuant to the provisions of Section 149, 150 and 152 of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014, read with Schedule IV to the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as per the recommendation of Nomination and Remuneration Committee of the Board of Director. Mr. Ashish Goel, will not be liable to retire by rotation.

During the year under review Mr. Shrikant

Pandharinath Kulkarni (DIN: 00006914) ceased from the office of Non-Executive Independent Director upon completion of his second term of five (05) consecutive years w.e.f. close of business hours on 24th September, 2024.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. V. R. Garware, Chairman and Managing Director, Mr. Shashank Gupta, Chief Financial Officer and Mr. Sunil Agarwal, Company Secretary and Compliance Officer, are discharging the functions and responsibilities of whole-time Key Managerial Personnel of the Company.

During the Financial Year 2024-25, there was no change in the composition of the Board of Directors and the Key Managerial Personnel, except as stated above.

DECLARATION BY INDEPENDENT

DIRECTORS:

The Company has received declarations from all the Independent Directors, confirming that they meet the criteria of independence as provided in subsection (6) of Section 149 of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16 (1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In terms of Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.

In terms of Rule 6(3) of Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors have confirmed that they are in compliance with sub-rule (1) and (2) of Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014.

STATEMENT OF BOARD OF DIRECTORS:

The Board of Directors of the Company are of the opinion that all the Independent Directors of the Company posses the attributes of integrity, expertise and experience required to best serve the interest of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT:

Your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them and pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, hereby state and confirm that:

1. In the preparation of the Annual Financial

Statements for the year ended 31st March, 2025, the applicable Accounting Standards have been followed and there are no material departures;

2. For the Financial Year ended 31st March, 2025, such Accounting Policies as mentioned in the Notes to the Financial Statements have been applied consistently and judgments and estimates that are reasonable and prudent have been made, where necessary so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2025 and of the Profit and Loss of the Company for the year ended 31st March, 2025;

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities in accordance with the provisions of the Companies Act, 2013;

4. The Annual Financial Statements have been prepared on a "Going Concern" basis;

5. Proper Internal Financial Controls were followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

6. Proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

ANNUAL EVALUATION BY THE BOARD:

In view of the provisions of the Companies Act, 2013 and considering the Guidance Note dated 5th January, 2017, issued by the Securities and Exchange Board of India ("SEBI"), the Nomination & Remuneration Committee of the Board had laid down comprehensive framework including the criteria for evaluation of performance of the Board as a whole and various committees of the Board and individual Directors, including Independent Directors. Based on the above mentioned comprehensive framework, the Board of Directors of the Company had carried out Annual Evaluation of the performance of the Board as a whole, the Directors individually and also the working of its Audit Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee and Risk Management Committee.

On collation of all the responses, feedback was provided by the Chairman of the Board to the Board of Directors and each member of the Board. The Board noted the evaluation results that were collated and presented to the Board.

The Directors expressed their satisfaction with the evaluation process.

A separate meeting of Independent Directors was held on Monday, 10th February, 2025, without the presence of Non-Independent Directors and members of the management, inter alia, to: i. Review the performance of Non-Independent

Directors and the Board as a whole; ii. Review the performance of the Chairperson of the Company, taking into account the views of Executive Director and Non-Executive Directors; iii. Assess the quality, quantity and timeliness of flow of information between the Company management and the Board that was deemed necessary for the Board to effectively and reasonably perform their duties.

NUMBER OF MEETINGS OF THE BOARD:

There were six (06) meetings of the Board of Directors held during the year, details of which are given in the annexed "Corporate Governance Report"

COMPOSITION OF THE COMMITTEES OF THE BOARD:

The details relating to the composition of Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee and Risk Management Committee are given in the annexed "Corporate Governance Report".

AUDITORS:

1. STATUTORY AUDITORS:

Pursuant to the provisions of Section 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, and pursuant to the recommendation of the Audit Committee, M/s. Mehta Chokshi & Shah LLP, Chartered Accountants (Firm Registration no. 106201W/W100598), were appointed as Statutory Auditors at the 45th Annual General Meeting of the Company to hold the office for a second term of five (05) consecutive years, from the conclusion of 45th Annual General Meeting till the conclusion of 50th Annual General Meeting of the Company.

STATUTORY AUDITORS' REPORT:

There are no audit qualifications, reservations or adverse remarks or disclaimers, in the Auditors' Report, as annexed elsewhere in this Annual Report.

During the year under review, the Statutory Auditors have not reported any instances of frauds committed in the Company by its officer and employees under Section 143(12) of the Companies Act, 2013.

2. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. SVD & Associates, Company Secretaries as Secretarial Auditor for the year ended 31st March, 2025. The Secretarial Auditor has submitted its Report in Form No. MR-3 for the Financial Year ended on 31st March, 2025 and the same as set out in "Annexure 1", forms an integral part of the Directors' Report. There are no qualifications, reservations or adverse remarks or disclaimers made in the Secretarial Audit Report.

Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board of Directors had, at its meeting held on 15th May, 2025, on the recommendation of the Audit Committee, made its recommendation for the appointment of M/s SVD & Associates, Firm of Company Secretaries in Practice, Pune, (Firm Unique Code P2013MH031900), as Secretarial Auditors of the Company to carry out the Audit of the Secretarial and related records of the Company for a period of five (05) consecutive years for Financial Year 2025-26 to Financial Year 2029-30. The Members are requested to approve the appointment of M/s SVD & Associates, Firm of Company Secretaries in Practice, Pune (Firm Unique CodeP2013MH031900), as Secretarial Auditors of the Company for a period of five (05) consecutive years for Financial Year 2025-26 to Financial Year 2029-30, as set out at Item No. 5 of the Notice of the Fourty-Eight (48th) Annual General Meeting of the Company, which forms an integral part of this Report.

3. COST AUDIT :

The Company made and maintained the Cost Accounting Records under Section 148 of the Companies Act, 2013 for the Financial Year 2024-25. M/s. Joshi Apte & Associates, Cost Accountants, (Firm Registration No. 000240), were appointed as Cost Auditor for conducting audit of Cost Accounting Records maintained by the Company, for the Financial Year 2024-25.

The Audit Report for the Cost Accounting records maintained by the Company for the Financial Year 2024-25, is under preparation and the same will be filed with the Central Government within the prescribed time limit.

M/s. Joshi Apte & Associates, Cost Accountants, (Firm Registration No. 000240), were re-appointed as Cost Auditor for conducting an audit of Cost Accounting

Records maintained by the Company, for the Financial Year 2025-26.

A resolution proposing ratification of the remuneration of the said Cost Auditors' for the Financial Year ended 31st March, 2026, forms part of the Notice of the Forty-Eighth (48th) Annual General Meeting of the Company as Special Business by way of Ordinary Resolution.

PARTICULARS OF LOANS, GUARANTEES

AND INVESTMENTS:

Details of loans and guarantees given and investments made during the Financial Year 2024-25, under the provisions of Section 186 of the Companies Act, 2013, read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the notes to Financial Statements, which forms an integral part of this Report.

RELATED PARTY TRANSACTIONS:

All the transactions with Related Parties entered during the Financial Year 2024-25 by the Company, were in the ordinary course of business and on arm's length basis.

There were no Material Related Party Transaction(s) made with the Related Party as per Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All Related Party Transactions were placed before the Audit Committee for their prior approval. Omnibus approval of Audit Committee was obtained for the year for transactions which were of repetitive nature. The Policy on Related Party Transactions as approved by the Board has been uploaded on the Company's website: https://www.garwarefibres.com/investors/policies/related-party-transactions-policy.

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

ADEQUACY OF INTERNAL FINANCIAL

CONTROL:

Your Company continued to remain focused on ensuring a robust and effective Internal Financial Control framework.

Internal Financial Controls laid down by your Company with reference to the Financial Statements are adequate, operating effectively and commensurate to the size, scale of operations and nature of business of the Company.

REMUNERATION POLICY:

The Board of Directors of the Company has approved the Policy relating to remuneration for the Directors, Key Managerial Personnel and Senior Management based on recommendation of Nomination &

Remuneration Committee of the Board.

The salient aspects covered in the Policy have been outlined in the Corporate Governance Report, which forms an integral part of this Report.

As per the requirements of Section 178(4) of the Companies Act, 2013 details of such a Policy have been uploaded on the Company's website: https://www.garwarefibres.com/investors/policies/remuneration-policy.

RISK MANAGEMENT POLICY:

The Company recognizes the importance of Risk Management and hence the Board of Directors of the Company has adopted Risk Assessment and Minimization Policy Statement. This Policy Framework has been adopted as a fundamental part of the business policy to counter and combat the adverse consequential effects of various risks. Risk Management involves the following:

l Identification of risks.

Evaluation of the risks as to likelihood and consequences.

l Assessment of options for minimizing / covering the risks.

l Action Plan for the implementation of the Risk Management Plans. l Review of the Risk Management efforts. l Cyber Security Risk.

The Risk Management Committee of the Company has been entrusted by the Board with the responsibilities of risk assessment, management and mitigation within the framework of the Risk Assessment and Minimization Policy Statement. Details of the terms of reference and meeting of Risk Management Committee have been outlined in the annexed "Corporate Governance Report".

VIGIL MECHANISM:

The Board of Directors of the Company has formulated a Vigil Mechanism Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013, Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Regulation 9A of SEBI (Prohibition of Insider Trading) Regulations, 2015, details of which are given in the annexed "Corporate Governance Report".

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Pursuant to the provisions of Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility), Rules, 2014, your Company has established Corporate Social Responsibility ("CSR") Committee and an Annual Report on CSR Activities, forming an integral part of the Directors' Report is set out in "Annexure 2".

T H E C O N S E R V A T I O N O F E N E R G Y , TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, pertaining to the Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo is set out in "Annexure 3", forming an integral part of the Directors' Report.

ANNUAL RETURN:

Pursuant to the provisions of Sections 92(3) of the Companies Act, 2013, your Company has uploaded its Draft Annual Return for the Financial Year 2024-25 on the Company's website: https://www.garwarefibres.com/investors/financial-information/shareholder-meeting.

PERSONNEL:

The relations with employees and workman at all levels continued to be cordial throughout the year.

PARTICULARS OF EMPLOYEES:

The information required pursuant to the provisions of Section 197 of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in "Annexure 4", forming an integral part of the Directors' Report.

THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 ("the Sexual Harassment Act"):

Your Company, has zero tolerance towards any action on the part of any employee, which may fall under the ambit of "Sexual Harassment" at workplace, and is fully committed to uphold and maintain the dignity of every woman employee working in the Company. Your Company, has formulated and implemented a Policy under the Sexual Harassment Act and Rules framed thereunder. As per the provisions of the Sexual Harassment Act and Rules made thereunder, your Company has constituted Internal Complaints Committee ("ICC"). During the Financial Year 2024-25, there was no complaint received by the Committee constituted under the Sexual Harassment Act.

CORPORATE GOVERNANCE:

Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Corporate Governance as well as the Auditor's Certificate regarding compliance of conditions of Corporate Governance are set out in separate section, which forms an integral part of this Report. The Report on Corporate Governance also contains certain disclosures required under the Companies Act, 2013.

BUSINESS RESPONSIBILITY AND

SUSTAINABILITY REPORT:

Pursuant to the provisions of Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Business Responsibility and Sustainability Report detailing the various initiatives taken by the Company from an environmental, social and governance perspective is set out in separate section, which forms an integral part of this Report.

OTHER DISCLOSURES:

There were no significant and material orders passed by Regulators / Courts / Tribunals that would impact the going concern status of the Company and its future operations. There is no application filed or pending under Insolvency and Bankruptcy Code, 2016 against the Company during the Financial Year 2024-25.

SECRETARIAL STANDARDS:

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India ("ICSI") and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

ACKNOWLEDGMENT:

Your Directors gratefully acknowledge the support given by Customers, Dealers, Distributors, Suppliers, Bankers, various departments of the Central and State Governments, Local Authorities and also the Members of the Company. Your Directors would further like to record their appreciation for the unstinted efforts put in by all the Employees of the Company during the year.