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.

> Financial Highlights

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 for the 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.

> Operations

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.

> Future Outlook

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.

Dividend

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.

> 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 transactions post the closure of Financial
Year

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

> Subsidiary / 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 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.

> Intercorporate Loans

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

> 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:

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.

Number of Meetings of the Board held

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.

> Postal Ballot held during the year

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

> 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
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.

> Familiarization Program for Independent
Directors

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.

> Key Managerial Personnel

The following are the Key Managerial Personnel of
the Company:

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:

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

> Director’s 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 44^m 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.

> 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 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

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

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.

> Annual Return

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.

> Personnel

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.

> Internal Financial Control

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.

> Significant 8i Material Order by any Court
Suit No.01

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.

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".

> Risks and area of concern

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.

> 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

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

> Secretarial Audit

Pursuant to the Provisions of Section 204 of the
CompaniesAct, 2013andthe 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.

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

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.

> Human Resources

The relations with employees continue to be cordial.
Your Directors wish to express their appreciation of
the services rendered by the devoted employees.

> Details of Salary of Employees

The information required under Section 197 of the
CompaniesAct. 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.

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

> Corporate Social Responsibility (CSR)

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'.

> 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 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.

> Prevention of Sexual Harassment Policy

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

> Statutory Information and other disclosures

• 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"

> Cautionary Statement

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.

> 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

Date: 12/08/2025 Shyamsunder V. Atre Aditya A. Garware

Place: Mumbai Executive Director Chairman