The Directors present their Forty-Third (43^rd) Annual Report with the Audited Financial Statements for the
year ended 31st March, 2025.

1. FINANCIAL RESULTS (under Indian AS)

Financial Results are as under:

2. OPERATIONS

The Standalone Operating Income of the Company is derived from a mix of dividend, interest income,
income from derivatives and other income. During the year under review, on Standalone basis your Company
recorded a total income of Rs. 326.63 Lakhs as compared to last year’s total Income of Rs. 1966.39 Lakhs and
Net Profit of Rs. 9.99 Lakhs as compared to last year’s net loss of Rs. 141.41 Lakhs.

3. DIVIDEND

Board of Directors has decided not to recommend any dividend for the year ended 31st March 2025.

4. TRANSFER TO RESERVES

No amount was transferred to General Reserve during the year.

5. MANAGEMENT DISCUSSION AND ANALYSIS
Global Markets - Navigating Uncertainty

The period of 2024-2025 has been defined by a complex global environment marked by both resilience and
persistent uncertainty. While central banks have made progress in taming inflation, price pressures—
particularly in services—have proven stubborn, complicating the path to monetary policy normalization.
This has led to a careful approach from central banks, with some initiating rate cuts to support growth,
while others, like the U.S. Federal Reserve, have remained more cautious, signaling a prolonged battle to
bring inflation back to target levels.

Economic growth has been a story of divergence. While the overall global economy continues to grow at a
steady, albeit slow, pace, performance varies significantly by region. A key feature of this period has been the
impact of renewed trade tensions and the implementation of new tariffs, particularly those championed by
the Trump administration. These policy shifts have created significant uncertainty, impacting global supply
chains and adding to inflationary pressures, which has complicated the growth trajectory for many nations.

Technology, particularly artificial intelligence (AI), has emerged as a powerful force and a key driver of
market sentiment. Significant investment in AI has reshaped industries and fueled a massive rally in the
technology sector, with major AI-related companies reaching unprecedented market capitalizations. Experts
project that AI has the potential to boost global GDP over the next decade, though the full extent of its
impact hinges on responsible deployment and addressing challenges like rising energy use and labour market
disruptions.

In the midst of this, equity markets have largely staged a strong rally, buoyed by a "risk-on" sentiment and a
belief in a "soft landing" for major economies. However, this optimism is tempered by the volatility and
unpredictability stemming from geopolitical events and new trade policies like the Trump tariffs. Investor
sentiment remains sensitive to incoming economic data and policy shifts, as elevated valuations in some
sectors leave little room for disappointment. This complex backdrop underscores the need for selective,
fundamentals-driven investing as markets continue to evolve in a dynamic global landscape.

Indian Equity Markets

The Indian equity markets in 2024-2025 have showcased remarkable resilience and dynamism,
distinguishing them from a more uncertain global landscape. A robust domestic economy has been the
primary catalyst, with India consistently being one of the world's fastest-growing major economies. This
growth is fueled by strong consumer demand, particularly in urban areas, and a visible pickup in private
sector capital expenditure. Government initiatives, including a continued focus on fiscal consolidation and
large-scale infrastructure projects, have also provided a stable macro-economic backdrop, boosting investor
confidence.

A defining characteristic of this period has been the significant shift in market dynamics driven by investor
behaviour. While Foreign Institutional Investors (FIIs) have shown volatility, at times being net sellers due
to global uncertainties and high domestic valuations, their influence has been effectively countered by the
surging power of domestic investors. Domestic Institutional Investors (DIIs), particularly mutual funds,
have provided a steady stream of capital through systematic investment plans (SIPs), acting as a stabilizing
force. Concurrently, a boom in retail participation has deepened the market, with the number of individual
investors reaching record highs, underscoring a growing public belief in India's long-term growth story.

The market's performance has been broad-based, though certain sectors have been clear leaders. The
financial services and banking sectors have performed notably well, driven by digital transformation and
strong credit growth. Technology and IT services have benefited from the global AI upcycle and rising
demand for digital solutions. Other key growth areas include capital goods, defense, and electric vehicles, all
supported by government policies like the "Make in India" initiative. This diversification across sectors,
combined with a robust domestic investor base, has positioned the Indian equity market to navigate both
internal and external challenges with confidence.

Risks and Concerns

The nature of the Company's business inherently exposes it to various risks, with credit and operational
risks being encountered in its daily operations. Furthermore, the Company’s financial performance is
intrinsically linked to the returns from the capital markets. While the Indian stock market is expected to
perform well, this positive outlook is vulnerable to sharp corrections stemming from major global concerns,
such as the economic disruptions caused by the tariff wars and the geopolitical instability arising from the
Russia-Ukraine conflict.

Financial Performance and Operational Review

The paid-up equity share capital of the Company as on March 31, 2025 stands at Rs. 19,63,50,000/- divided
into 1,96,35,000 fully paid-up equity shares of Rs. 10/- each.

Net Worth

The Net Worth of the Company stands at Rs. 3408.80 lakhs.

Total Income

During the year total income was reported at Rs. 326.63 lakhs.

Credit Facilities

The Company has not availed any credit facility. It has consistently been able to meet its financial needs
through internal accruals.

Finance Cost

The finance cost of the Company stands at Nil
Tax Expense

The Company has incurred a tax expense of Nil in the current year.

6. FIXED DEPOSITS

The Company has not accepted any public deposits under the provisions of the Companies Act, 2013 (‘Act’).

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The provisions of section 186 of the Act pertaining to investment, guarantee and lending activities are not
applicable to the Company since the Company is a Non-Banking Financial Company (“NBFC”) whose
principal business is acquisition of securities.

8. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company form part of the Annual Report. The annual
accounts of the subsidiary company and related detailed information are available on the website of the
Company and the same may be obtained by writing to the Company Secretary at the Registered e-mail ID of
the Company: secretarial@garnetint.com

The consolidated financial results reflect the operations of Whitewall India Private Limited (“Whitewall”)
as subsidiary company and Sukartik Clothing Pvt. Ltd. (“Sukartik”) as associate company. The Company has
adopted a Policy for determining Material Subsidiaries in terms of Regulation 16(1)(c) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations’’). The Policy, as
approved by the Board, is available on the Company’s website: www.garnetint.com. As on March 31, 2025,
none of the subsidiaries of the Company fulfils the criteria given under Regulation 16(1)(c) of the Listing
Regulations.

Subsidiary & Associate Companies:

The Company is having a Subsidiary i.e. Whitewall India Private Limited and an Associate i.e. Sukartik
Clothing Private Limited. There has been no material change in the nature of business of the subsidiary or
associate companies.

In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India,
the Balance Sheet, Statement of Profit & Loss and other documents of the Subsidiary and Associate
Companies are not being attached with the Balance Sheet of the Company. However, the financial

information of the Subsidiary and Associate Companies are disclosed in the Annual Report in compliance
with the said circular in Form AOC 1 as Annexure - A.

9. BOARD AND COMMITTEE MEETINGS

During the year under review, Seven Board Meetings were held. The details of the composition of the Board
and its Committees and of the Meetings held and attendance of the Directors at such Meetings are provided
in the Corporate Governance Report. There have not been any instances during the year when
recommendations of the Audit Committee were not accepted by the Board.

10. DIRECTORS’ RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained
by the Company, work performed by the internal, statutory and secretarial auditors including audit of
internal financial controls over financial reporting by the statutory auditors and the reviews performed by
Management and the relevant Board Committees, including the Audit Committee, the Board is of the
opinion that the Company’s internal financial controls were adequate and effective during the financial year
2024-25.

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors, to
the best of their knowledge and ability, confirm that: -

a. in the preparation of the annual accounts, the applicable accounting standards have been followed
and that there are no material departures;

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 that period;

c. they have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Act, 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 by the Company and that such internal
financial controls are adequate and are 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 operating effectively.

11. RISK MANAGEMENT

The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and
Regulation 17(9) of the SEBI Listing Regulations. It establishes various levels of risks with its varying levels
of probability, the likely impact on the business and its mitigation measures.

The Company has a robust Risk Management framework to identify, evaluate business risks and
opportunities. This framework seeks to create transparency, minimize adverse impact on the business
objectives and enhance the Company’s competitive advantage.

12. INTERNAL CONTROL SYSTEMS

The Company maintains appropriate systems of internal controls, including monitoring procedures, to
ensure that all assets and investments are safeguarded against loss from unauthorized use or disposition.
Company policies, guidelines and procedures provide for adequate checks and balances and are meant to
ensure that all transactions are authorized, recorded and reported correctly.

The Internal Auditors reviews the efficiency and effectiveness of these systems and procedures. Added
objectives include evaluating the reliability of financial and operational information and ensuring
compliances with applicable laws and regulations. The Internal Auditors submit their Report periodically
which is placed before and reviewed by the Audit Committee.

13. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and
employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the
Company’s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against
victimization of employees who avail of the mechanism and also provide for direct access to the Chairman of
the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit
Committee Chairman.

14. RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year were on an arm’s length
basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act
and the Listing Regulations. There were no materially significant Related Party Transactions made by the
Company with Promoters, Directors, Key Managerial Personnel which may have a potential conflict with
the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval
of the Audit Committee is obtained for the transactions which are repetitive in nature. A statement of all
Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis,
specifying the nature, value and terms and conditions of the transactions, if any.

15. CORPORATE SOCIAL RESPONSIBILITY

In accordance with the principles of Section 135 and Schedule VII of the Companies Act, the Board of
Directors has constituted a Corporate Social Responsibility (CSR) Committee. The Committee is led by
Chairman Mr. Suresh Gaggar, with Mrs. Sandhya Lotlikar, Mr. Suresh Kumar Gaur, and Mr. Ramakant
Gaggar serving as members. As the company does not fall within the purview of Section 135 for the current
financial year, the provisions relating to CSR are not applicable. Consequently, a formal annual report on
corporate social responsibility has not been prepared and is therefore not annexed to this report.

16. CHANGE IN NATURE OF BUSINESS

There has been no change in nature of business of the company during the F.Y. 2024-2025. Your company is
engaged in other financial services i.e. Investment in securities etc. so there is only one segment reporting as
per IND AS 108

17. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT
WORK PLACE

The Company has adopted a policy on Prevention, Prohibition and Redressal of Sexual Harassment at the
Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act 2013 and the Rules thereunder. The Policy aims to provide protection to
employees at the work place and prevent and redress complaints of sexual harassment and for matters
connected or incidental thereto, with the objective of providing a safe working environment, where
employees feel secure. The Company has also constituted an Internal Complaints Committee, known as the
Prevention of Sexual Harassment (“POSH”) Committee, to inquire into complaints of sexual harassment and
recommend appropriate action.

The Company had no complaints of sexual harassment at the beginning of the year and has not received any
complaints during the financial year. Accordingly, there are no complaints pending at the end of the financial
year 2024-2025.

18. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant material orders are passed by the Regulators / Courts which would impact the going concern
status of the Company and its future operations.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of the Act and the Company’s Articles of Association, Mr. Suresh Gaggar (DIN:
00599561), retires by rotation and, being eligible, offers himself for re-appointment. A resolution seeking
shareholder approval for his reappointment forms part of the Notice.

The Board of Directors, acting on the recommendation of the Nomination and Remuneration Committee had
appointed Mr. Suresh Kumar Gaur (DIN 10550622) as an Independent Director for a five-year term and re¬
appointed Mr. Vishnu Kanth Bhangadia (DIN: 02405217) as an Independent Director for his second
consecutive term of five-year, effective on March 18, 2024. Both of these appointments were subsequently
ratified by the shareholders through a postal ballot resolution passed on May 25, 2024.

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations
that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with
Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. In terms of Regulation
25(8) of SEBI Listing Regulations there has been no change in the circumstances affecting their status as
Independent Directors of the Company. Further, the Non-Executive Directors of the Company had no
pecuniary relationship or transactions with the Company.

Pursuant to the provisions of Section 203 of the Act, Mr. Sanjay Raut, Chief Financial Officer continued as
Key Managerial Personnel of the Company as on 31st March, 2025.

Details pertaining to Director seeking re-appointment together with other directorships and committee
membership have been given in the annexure to the Notice of the AGM in accordance with the requirements
of the SEBI Listing Regulations and Secretarial Standard-2 on General Meetings.

20. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS
COMMITTEES AND OF INDIVIDUAL DIRECTORS

In accordance with the provisions of the Act and Listing Regulations, the Board conducted an annual
performance evaluation of itself, its committees, and individual directors. The Nomination and
Remuneration Committee, guided by the SEBI Guidance Note on Board Evaluation dated January 5, 2017 (as
updated time to time), established the criteria, procedure, and timeline for this process. The evaluation of the
Board as a whole focused on its key responsibilities, structure, processes, and its relationship with
management.

The performance of individual directors was evaluated based on their contributions and support to
management. The Chairman's evaluation also considered his role in setting the Board's strategic agenda and
fostering communication. Committees were assessed on their effectiveness, composition, and dynamics.

The Independent Directors were evaluated by the entire Board, while the Chairman and Non-Independent
Directors were evaluated by the Independent Directors, who also reviewed the Board's overall performance.
Additionally, the Nomination and Remuneration Committee conducted its own review of the Board, its
committees, and all individual directors.

21. REMUNERATION POLICY

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

22. AUDITORS

(i) Statutory Auditors

As per Section 139 of the Companies Act, 2013 M/s Sarda Soni Associates LLP, Chartered Accountants (Firm
Registration No. 117235W/W100126) were appointed as the Statutory Auditors of the Company at 42^nd
AGM held on September 30, 2024 for a term of 5 (five) years to hold office until the conclusion of the 47th
AGM of the Company without requirement of further ratification every year as per the provisions of
Companies (Amendment), Act, 2017.

Auditors report for the financial year ended 31st March, 2025 forms part of this Annual Report. Following
mentioned remarks are given by the Auditors of the Company in their Audit Report for the year ended 31st
March, 2025:

a) The Company has not made interest provision nor received any Interest on unsecured Inter-Corporate loan (parties
covered under section 186 of the Companies Act, 2013) of Rs. 547.02 lakhs, (yearend balance of such loan is Rs. 447.02
lakhs), which is in non- compliance of provisions of Section 186(7) of the Act.

b) The Company has neither paid nor provided interest on few of its borrowings during the financial year (year end
balances of such borrowing are Rs. 300 lakhs). Had such interest been recognized, the finance cost and interest liability
for the year ended March 31,2025 would have been further increased to that extent. Consequently, the reported Profit
after Other Comprehensive Income by the Company for the year would have been further decreased to that extent.

c) The Company has granted interest free unsecured loan to its Subsidiary company. Company has not made interest
provision nor received any Interest on the said loan (parties covered under section 186 of the Companies Act, 2013),
which is in non- compliance of provisions of Section 186(7) of the Act.

Point wise reply by the management for the remark given by Statutory Auditor:

a) Company ensures to recover the interest from companies in next financial year.

b) We are consulting with external legal experts to determine the most appropriate course of action to
regularize this loan and ensure full compliance. We are committed to strengthening our internal
governance framework to prevent any recurrence of such non-compliance.

c) Company has asked for Interest from the subsidiary in the Current financial year.

(ii) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI (Listing
Obligations and Disclosure Requirements), Regulation 2015, the Board has recommended the appointment
of Shri Sidharth Sharma, Practicing Company Secretary as a Secretarial Auditor of the Company for a period
of five consecutive years w.e.f 01.04.2025 to 31.03.2030 and a suitable resolution as set out in the notice is
being placed before the shareholders for their approval. The Report of the Secretarial Auditor is annexed
herewith as “Annexure B”.

The Secretarial Auditor has given observation with regard to the share transactions by a directors-related
entity during closed trading window, based on mail received by Company from BSE Ltd. The Company took
immediate action by issuing a show cause notice to the related-entity after receipt of email from BSE, and an

internal investigation is currently in progress to ascertain all the facts. Company shall take appropriate
action based on the findings and report the same to BSE and SEBI in terms of SEBI Circular No.
SEBI/HO/ISD/ISD/CIR/P/2020/135 dated July 23, 2020, on Reporting to Stock Exchanges regarding
violations under Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

(iii) Cost Records and Cost Auditors

The provisions of Cost Audit and Records as prescribed under Section 148 of the Act, are not applicable to
the Company.

23. SECRETARIAL STANDARDS OF ICSI

The Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS - 1)
and General Meetings (SS - 2) issued by the Institute of Company Secretaries of India and approved by the
Central Government.

24. CORPORATE GOVERNANCE

The Annual Report contains a separate section on the Company’s corporate governance practices, together
with a certificate from the Company’s Auditors confirming compliance, as per SEBI Listing Regulations.

25. BUSINESS RESPONSIBILITY REPORTING

Regulation 34 (2) (f) of SEBI (LODR) Regulations related to Business Responsibility Report is not
applicable to the Company.

26. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return in Form MGT-7 for FY
2024-25 will be uploaded on the Company’s website: www.garnetint.com.

27. REPORTING FRAUD

During the year under review, the Statutory Auditor and Secretarial Auditor have not reported any instances
of frauds committed in the Company by its Officers or Employees, to the Audit Committee under Section
143(12) of the Act details of which needs to be mentioned in this Report.

28. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Since the company is an Investment Company and has no manufacturing activity or other operations.
Therefore, the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Companies
(Accounts) Rules, 2014 are not applicable. There were no foreign exchange earnings or outgoing during the
financial year ended 31st March, 2025.

29. PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under Section 197(12) of the Act read with Rule 5(1) of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as “Annexure C”.

Details required under the provisions of section 197(12) of the Act read with rule 5(2) and (3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be made available
to any member on request, as per provisions of section 136(1) of the Act.

30. ACKNOWLEDGEMENTS

The Board wishes to place on record their sincere appreciation for the continued support which the
Company has received from all its stakeholders and above all, its employees.

For and on behalf of the Board of Directors

Suresh Gaggar

Chairman
DIN: 00599561

Mumbai, 14^th August, 2025