The Directors present the 69^th Annual Report of Garware Hi-Tech Films Limited (the Company or GHFL) along with the Audited Financial Statement
for the year ended March 31,2026.

1. FINANCIAL RESULTS

(' in Crores)

2. COMPANY’S PERFORMANCE

During the Financial Year 2025-26

On Standalone Basis;

a. Revenue from Operations on a standalone basis is ' 1947.56
Crores compared to ' 1995.45 Crores in the previous year

b. Earnings Before Interest, Taxes & Depreciation (EBITDA)
for the current year is ' 483.71 Crores as against ' 494.32
Crores in the previous year

c. Profit Before Tax (PBT) for the current year was ' 434.41
Crores and in the previous year it was ' 447.51 Crores

d. Profit After Tax (PAT) for the current year was ' 334.73
Crores and in the previous year it was ' 338.92 Crores

On Consolidated Basis;

a. Revenue from Operations on consolidated basis is ' 2120.11
Crores compared to ' 2109.36 Crores in the previous year

b. Earnings Before Interest, Taxes & Depreciation (EBITDA)
for the current year is ' 499.55 Crores as against ' 495.49
Crores in the previous year

c. Profit Before Tax (PBT) for the current year was ' 446.22
Crores and in the previous year it was ' 445.48 Crores

d. Profit After Tax (PAT) for the current year was ' 338.23
Crores and in the previous year it was ' 331.22 Crores

3. STATE OF COMPANY’S AFFAIRS

During the year under review, there was no change in the nature of

Company's Business.

4. OPERATIONS

Despite uncertainty of U.S. tariff rates and the impact of the U.S.-

Iran conflict, the Company was able to maintain profit levels broadly

in line with the previous year.

5. FINANCIAL STATEMENTS

The financial statements for the year ended on March 31,2026 has
been prepared in accordance with the Indian Accounting Standards
(IND AS) notified under Section 133 of the Companies Act, 2013
(“the Act”) read with the Companies (Accounts) Rules, 2014
as amended from time to time. The Notes No.1 to the Financial
Statements adequately cover the accounting policy.

The company disclosed standalone and consolidated financial
results on a quarterly basis which are subject to limited review and
audited standalone and consolidated financial results on an annual
basis.

There were no revisions made to the financial statements during
the year under review.

6. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE
FINANCIAL POSITION OF THE COMPANY

There has been no material change and commitment that affect the
financial position of the Company which have occurred between
the end of the financial year 2025-26 and the date of this Report.

7. CAPITAL EXPENDITURE

The Company has undertaken the setting up of TPU plant with
Capacity of 360 LSF P.A., which is under progress. The Company
commissioned 2^nd Paint Protection Committee in 2^nd quarter of
FY 2025-26.

8. TRANSFER TO RESERVES

The Company does not propose to transfer any amount to General
Reserve.

9. DIVIDEND

The Directors are pleased to recommend a Dividend of ' 12 per
equity share of face value of ' 10/- each (120%) for the financial year
ending March 31,2026, on paid-up share capital of the Company.

The Dividend is subject to the approval of the Members at the 69^th
Annual General Meeting. The dividend of ' 12/- per equity share of
' 10/- each will amount to ' 27.88 Crores.

As per the Income Tax Act, 2025, dividends paid or distributed by
the Company shall be taxable in the hands of the shareholders.
The Company shall, accordingly, make the payment of the final
dividend after deduction of tax at source.

The dividend recommendation is in accordance with the Dividend
Distribution Policy of the Company. The Dividend Distribution
Policy, in terms of Regulation 43A of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“Listing Regulations”) is available on the
Company's website at https://www.garwarehitechfilms.com/
investor/policies-of-company/.

10. SHARE CAPITAL

The paid-up Equity Share Capital as of March 31,2026, stood at '
23.23 Crores. During the year, there was no change in the Share
Capital of the Company. The Company has neither issued any
shares nor has granted any Stock Options or any Sweat Equity
Shares during the year.

11. SUBSIDIARY COMPANIES

The Company has two subsidiaries as on March 31, 2026.

1. Garware Hi-Tech Films International Limited
(Wholly Owned Subsidiary)

2. Global Hi-Tech Films Inc.

(Step-down Wholly Owned Subsidiary)

The Board at its meeting held on January 22, 2026, considered and
approved the incorporation of a wholly owned subsidiary in Dubai,
UAE which is in process of incorporation.

Pursuant to Section 129(3) of the Act read with Rule 5 of the
Companies (Accounts) Rules, 2014, the statement containing
salient features of the financial statements of the Company's
Subsidiaries (in Form AOC-1) is attached to the financial
statements. The audited financial statement in respect of each of
the subsidiaries is also available on the website of the company
www.garwarehitechfilms.com.

During the year, the Company did not have any Associate company
or Joint Venture.

12. MATERIAL SUBSIDIARY

The Board of Directors of the company has approved the policy
for determining material subsidiaries which is in line with the
requirements of Listing Regulations.

Based on the criteria mentioned in Regulation 16 of the Listing
Regulations one of the subsidiaries qualifies as a Material
Subsidiary, however the material subsidiary is a wholly owned Step
down subsidiary, whose accounts are consolidated with the holding
company and put henceforth for approval of shareholders at the
ensuing annual general meeting.

The Policy for Determining Material Subsidiaries is available on the
Company's website at www.garwarehitechfilms.com/investor-desk/
policies-of-company.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Appointment / Resignation / Cessation of Director:

The Board has re-appointed Mrs. Sarita Garware Ramsay
(DIN: 00136048), as Joint Managing Director of the Company
for a period of 3 (three) years commencing from May 26,
2025, till May 25, 2028, which was approved by the members

of the company by way of special resolution passed through
Postal Ballot/e- Voting on May 22, 2025.

Mr. Mohan S. Adsul (DIN: 00146752) ceased to be a Whole
Time Director/ Technical Director of the Company from close
of business hours on January 31, 2026.

The Board has appointed Mr. Uday V. Joshi (DIN: 09753984),
as Additional Director / Whole-Time Director (Executive
Director) with effect from February 01, 2026 for a period of 3
(Three) years and the same was approved by the members
of the company by passing special resolution through postal
ballot/ e-Voting on March 24, 2026.

Further, the Board members are satisfied regarding integrity,
expertise and experience (including the proficiency) of the
Independent Directors of the Company.

B. Retirement by Rotation:

In accordance with the provisions of Section 152 (6) of the
Act and the Articles of Association of the Company, Ms. Sonia
Garware (DIN: 00135995) of the Company, is liable to retire
by rotation at the ensuing Annual General Meeting and being
eligible, has offered herself for re-appointment.

Her brief profile and other details as required under the Act
and the Listing Regulations for her re-appointment as Director
are provided in the Notes to the Notice of 69^th Annual General
Meeting of the Company.

C. Key Managerial Personnel:

The Company has complied with the requirements of having
Key Managerial Personnel as per the provisions of Section
203 of the Companies Act, 2013 and 26A of the Listing
Regulations.

Dr. Shashikant B. Garware - Chairman & Managing
Director, Ms. Monika Garware - Vice Chairperson & Jt.
Managing Director, Mrs. Sarita Garware Ramsay - Joint
Managing Director, Mr. Uday V. Joshi - Whole Time Director,
Mr. Abhishek Agarwal - Chief Financial Officer (CFO) and
Mr. Awaneesh Srivastava - Company Secretary, are the Key
Managerial Personnel of the Company.

During the year Mr. Mohan S. Adsul resigned as Whole Time
Director w.e.f. January 31, 2026, and Mr. Uday V. Joshi has
been appointed as Whole Time Director w.e.f. February 01,
2026.

D. Independent Directors declaration:

Pursuant to the provisions of Section 149 of the Act, all
the Independent Directors of the Company have submitted
a declaration that each of them meets the criteria of
independence as per provisions of the Act, rules made
thereunder, Listing Regulations and there has been no
change in the circumstances which may affect their status
as Independent Directors during the year. In the opinion of
the Board of Directors, all the Independent Directors have
fulfilled the criteria of independence as provided under the
Companies Act, 2013, and Listing Regulations and that they
are independent of the management.

None of the Directors of the Company are disqualified for
being appointed as Directors as specified under Section
164 of the Companies Act, 2013 read with Rule 14(1) of
the Companies (Appointment and Qualification of Directors)
Rules, 2014.

The Board of Directors and Senior Management Personnel of
the Company have affirmed that they have complied with the
Code of Conduct for the Financial Year March 31,2026.

The Senior Management Personnel also declared that they
did not have any personal interest in any material, financial
and commercial transactions which may have a potential
conflict with the interest of the Company at large, during the
Financial Year ended on March 31,2026.

14. MEETINGS OF THE BOARD

Six meetings of the Board of Directors were held during
FY 2025-26 and the gap between two consecutive board meetings
was within the statutory limit. The details of the number of meetings
held and attended by each Director are provided in the Corporate
Governance Report, which forms part of this Report.

15. PERFORMANCE EVALUATION OF BOARD

Pursuant to Regulation 17 of the Listing Regulation read with
Schedule IV of the Act, a formal evaluation of performance of
Board's, its committees and individual directors had been done.
A structured questionnaire performance evaluation forms were
prepared after taking into consideration, the various aspects of the
Board functioning, composition of the Board and its Committees,
culture, execution and performance of specific duties, obligations
and governance. The forms were circulated to all the Directors.
Based on feedback, an evaluation Report was prepared and
forwarded to the Chairman and to the respective Directors to
maintain the confidentiality of the Report.

The Independent Directors at their meeting held on January
31, 2026, evaluated performance of the Chairman and non¬
independent directors of the Company. The Directors expressed
their satisfaction with the evaluation process.

The Board has carried out and completed the performance
evaluation of all the Independent Directors. The performance
evaluation of the Chairman and the Non-Independent Directors
was also carried out by the Independent Directors. The Board of
Directors expressed their satisfaction with the evaluation process.

16. COMMITTEES OF THE BOARD

The Board of Directors of the Company had constituted various
Committees and approved their terms of reference / role in
compliance with the provisions of the Act and Listing Regulations
viz. Audit Committee, Nomination and Remuneration Committee,
Stakeholders Relationship Committee, Corporate Social
Responsibility Committee, Vigil Mechanism Committee and Risk
Management Committee. The members of the Audit Committee are
financially literate and have experience in financial management.
The composition of the Committees as given in the Corporate
Governance Report is in accordance with applicable provisions of
the Act, Rules made thereunder, and Listing Regulations.

17. NOMINATION AND REMUNERATION POLICY, AND BOARD
DIVERSITY POLICY

The Board of Directors have framed a Nomination and
Remuneration Policy which lays down a framework in relation
to appointment and remuneration of Directors, Key Managerial
Personnel and Senior Management Personnel of the company.

The Board of Directors have also framed Board Diversity
Policy. The policies are available on the Company's website at
www.garwarehitechfilms.com/investor-desk/policies-of-company

18. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the
best of their knowledge and ability confirm that:

a) In the preparation of the annual accounts for the year ended
March 31,2026, the applicable Indian Accounting Standards
have been followed and there are no material departures from
the same;

b) They have selected such accounting policies and applied
them consistently and made judgments and estimates that
are reasonable and prudent to give a true and fair view of the
state of affairs of the Company as at March 31,2026, and of
the profit of the Company for the year ended on that date;

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 such internal financial controls are
adequate and operating effectively and

f) They have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems
were adequate and operating effectively.

19. FUTURE OUTLOOK

The Company continues to focus on expanding and diversifying its
product portfolio to drive long-term growth. The upcoming launch of
the TPU product line is expected to create significant opportunities,
particularly in the specialty and novel product segments, thereby
strengthening the overall portfolio.

With the launch of Global Application Studios in the United States
and the Middle East, the Company is enhancing its international
footprint and expanding its B2C presence across key global
markets.

In the domestic market, the Company has introduced a first-of-
its-kind D2C business model through Garware Home Solutions,
alongside strategic entry into the signage and digital printing
segments. Within the automotive segment, the launch of an
advanced range of detailing products, including ceramic and
graphene solutions, enables the Company to address the needs of
a wide spectrum of automotive customers.

The Company is also strengthening its digital capabilities through
increased focus on digital marketing and the development of new
digital platforms aimed at supporting channel partners. These
initiatives are expected to enhance market reach, customer
engagement, and operational efficiency, positioning the Company
for comprehensive and sustainable growth across markets.

20. RESEARCH & DEVELOPMENT

Company's R&D Centre has been accredited by the Department
of Scientific and Industrial Research, Ministry of Science and
Technology, Government of India for decades. The Company is
a Pioneer and leader in development of new products and new
applications for BOPET Films and Solar Control Window Films,
Lidding Films and Paint Protective Film (PPF) for Automobile.

Over the last year, our company has launched colored PPF,
Headlight PPF, Spectrally Selective Films, and wide range of Safety
and Security Films as part of our innovation and sustainability
efforts.

We have received an Indian patent IN 580038 for our newly
developed shrink film with a multi-layer structure, having the
suitability of recyclability with PET bottles. Nomenclature for this
film is “HS COX CPET”.

Functioning of R&D Centre

The R&D Centre is well equipped with qualified and experienced
technical experts and scientists with adequate lab and measuring
equipment/s and pilot scale plant/s to develop application-oriented
processes and product developments using the available R&D
facility.

21. INFORMATION TECHNOLOGY

• Digital Transformation: Implementation of integrated
advanced analytics and digital tools to support manufacturing
processes and supply chain management integrating with
Business applications.

• Cybersecurity Improvements: Fundamental Security
improvement on cybersecurity space is by enforcing Multi
Factor Authentication to critical applications, arranging
the Cybersecurity awareness training, ensuring mitigating
the critical Audit Observations, improved the data security
measures by encryption of data.

• Customer Engagement: Development of digital platforms to
improve customer interactions and service delivery.

• Enterprise Resource Planning (ERP): Upgradation of ERP
systems to integrate various business functions and improve
decision-making processes.

• Digital Collaboration: Utilization of digital platforms to
facilitate collaboration across global teams and streamline
project management.

• IT Infrastructure Enhancement: Upgrading IT infrastructure
to support scalability and ensure robust data management.

22. AWARDS AND RECOGNITIONS

During the year, the Company won

1. India Green Manufacturing Challenge - Gold Awards in
the month of December 2025 for Waluj Plant from M/s.
International Research Institute of Manufacturing.

2. The Film Plant, Waluj has been honored with the National
Safety Council Award for Outstanding Safety Performance in
the month of November 2025.

3. Greenpro Certification - Given by Indian Green building
Council

4. Only company to have Certified by GRIHA council for
Architectural Films - Given by Ministry of Renewable energy

5. US Skin cancer foundation certificate

6. DNB award - Wealth Creator Award

7. Top Exporter award from PLEXCONCIL

23. HUMAN RESOURCE DEVELOPMENT

Our company's Human resource team is well aligned with
Company's Vision, Mission, Strategy, Goals & Objectives and has

facilitated interventions to Build High Performance Organization
by Strengthening our Competitiveness, Capacity, Competence
& Culture. We strive to be the best in People Management &
Community Engagement Practices within the Industry.

During the year, Company's Human Resources Team has
proficiently worked upon various Talent Management Programs
to Acquire, Develop & Retain the Right Talent. It has enabled us
building strong chain of Leadership through Internal Succession
Planning process and by onboarding competent leaders from
similar as well as diverse domains.

Our Talent Development approach is holistic and covers Technical,
Functional, Safety, Behavioral and Leadership Development
Interventions. During the year we invested over 1641 man-days
in total with more focus on Experiential Learning like On-The-
Job training, Health & Safety Mindset, Cross-Functional working
exposure. Our Learning & Development strategy aim to remain
Competitive in the context of our Products, Processes & People.

At GHFL, we prioritize the well-being of our employees. Throughout
the year, we've implemented initiatives to support their physical,
mental, and emotional health. This includes expanded mental
health support, flexible work arrangements, onsite wellness
programs, and financial wellness resources. Our goal is to create
a supportive work environment where employees can thrive both
personally and professionally.

Our Culture & People Value System of “Caring, Sharing, Trust and
Respect” was well reflected in various HR Interventions during the
year. We encouraged open dialogue & communication across all
levels of the organization and have fostered a Customer-Oriented,
Performance-Driven work environment. We empowered our people
to apply innovation & creativity while delivering their best to the
common goal. Rewards & Recognition from the Top Management
has further enhanced the motivation & commitment level of
employees to contribute their best.

Making a positive impact goes beyond our business goals. At GHFL,
we are committed to giving back to our communities. Throughout
the year, GHFL family has actively contributed towards this noble
cause by enabling development in key areas of our society,
contributed to charitable causes, and championed sustainability
initiatives. These efforts reflect our dedication to being responsible
corporate citizens and contributing to the greater good.

This is reflected in our Retention Rate of 95.7% with Voluntary
Attrition Rate of 4.3% during the year.

24. INDUSTRIAL RELATIONS

The relations between the Employees and the Management
remained cordial during the year under review. The Directors wish
to place on record their appreciation of the contribution made by the
Employees at all levels.

Harmonious Industrial Relations has always been a key strength of
our organization.

Open Communication Channel has given a voice to every single
employee to express up to the level of Top Management.

Respect to diversified categories of workforce, uniformity in welfare
interventions and one-to-one connect between employees with
their managers has been instrumental in providing Happy, Inclusive
& Harmonious work environment to our people.

25. MANUFACTURING AND QUALITY INITIATIVES

The Company has adopted an integrated Quality Management
System that encompasses Total Quality Management (TQM),

Total Productive Maintenance (TPM), Lean Manufacturing, and
Six Sigma methodologies. To ensure the effectiveness of these
systems, external professionals are regularly engaged to conduct
audits and provide independent evaluations.

In line with our commitment to excellence and sustainability, the
Company recently received GreenPro certification, along with Sun
Film certifications - NFRC showcasing higher benchmarks when
compared to peers. Additionally, now our products also comply with
ASTM standards across both sun control and safety categories.

These achievements show our commitment towards delivering
superior quality solutions that prioritize customer satisfaction and
environmental responsibility.

26. SAFETY, HEALTH & ENVIRONMENTAL PROTECTION

Being a Responsible Corporate Citizen, your Company has
regularly undertaken various initiatives for the continual
improvement in Health, Safety and Environment (HSE) at the works
and surrounding areas. We are committed to provide safety and
healthy workplace for all inside the factory. We have been helping
the neighborhood with our HSE expertise every now and then. This
has been well recognized by the local and government authorities.

Some of the prominent regular activities include-Safety audits of
Thermic Fluid system and Electrical System by external expertise,
HAZOP study of the process, Internal Safety survey of Plants, Field
Safety round, monthly Safety review meetings, EMS review, training
and periodical HSE inspections, schemes on the efficient usage of
energy and the conservation of natural resources, activities for the
enhancement of employee participation in HSE, emergency mock
drills and the support in emergency management operations at
public places. The safety performance is reviewed on monthly basis
by the management safety committee involving all departments
and their in-charges. Various initiatives like provision of centralised
fire detection, expansion of fire water network, provision of fire
sprinkler systems, fire detection systems have been completed to
deal with any emergency inside the plant. Various technological
interventions like online incident reporting system, online safety
observations systems have been put in place to increase visibility
of safety efforts.

The Company has developed green belt (increased from 30% to
36% of open land) also developed in-house nursery to have sapling
inhouse for new plantation. New equipment and upgrade of effluent
treatment facility have helped us in improving our environment
management standards. We have recently created facilities for
water conservation and created a farm pond inside the plant for
conserving rainwater up to 5000 cubic meters.

The company has implemented extended producer responsibility
(EPR) for plastic packing as per CPCB guidelines and complying to
all the EPR guidelines.

The company has implemented various digitization projects to
reach out to everyone and make safety and health a real grassroots
movement.

The Company is a recipient of various safety laurels from the
Regulatory Authorities at the National & State level (DG-FASALI)
Govt. of India and National Safety Council- Maharashtra Chapter
as stated above during the year. Security system has been
upgraded, like awareness training, and evacuation drills to meet
the new challenges. A central CCTV control room has been set
up. New fire engines added in the fleet have enhanced the existing
emergency preparedness. Our fire Engines have played a major
role in maintaining safety and fighting fires in the local vicinity where
the manufacturing plants are situated as mutual aid agreements.

27. UNCLAIMED DIVIDEND AND SHARES

The Company is in compliance with provisions of Section 125
of the Companies Act 2013, along with relevant applicable rules
and circulars issued therein from time to time by the Ministry of
Corporate Affairs.

During the year, the Company has transferred an amount of
' 7.43 Lakhs dividends for the FY 2017-18 and 17,955 shares with
respect to said dividend, which have remained unpaid or unclaimed
for a period of 7 (seven) years, to IEPF Authority.

A detailed disclosure with regard to the IEPF related activities
during the year under review forms part of the report on Corporate
Governance.

During the year, as per the directive of IEPFA, the Company has
initiated the 100 Days' Campaign, “Saksham Niveshak” and for
the same Notice through Newspaper Publications were issued
by the Company as part of the aforesaid campaign. The said
Notice has also been placed on the website of the Company
www.garwarehitechfilms.com. After end of year, the Company
has also initiated the Second 100 Days' Campaign, “Saksham
Niveshak”, as per the directive of IEPFA.

28. NODAL OFFICER

Mr. Awaneesh Srivastava, President - Company Secretary & Legal
acts as the Nodal Officer for the purpose of verification of claims
filed with the Company in terms of IEPF Rules and for co-ordination
with the IEPF Authority. The said details are also available on the
website of the Company www.garwarehitechfilms.com.

29. POLICY ON DIRECTORS’ APPOINTMENT AND
REMUNERATION AND OTHER DETAILS

The Company's policy on Directors' appointment and remuneration
and other matters provided in Section 178(3) of the Act has been
disclosed in the corporate governance report, which forms part of
the Directors' Report.

The said Policy of the Company, inter alia, provides that the
Nomination and Remuneration Committee shall formulate the
criteria for appointment & re-appointment of Directors on the Board
of the Company and persons holding Senior Management positions
in the Company, including their remuneration and other matters as
provided under Section 178 of the Act and Listing Regulations.

The Policy is also available on the website of the Company
www.garwarehitechfilms.com/investor-desk/policies-of-company.

30. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR
ADEQUACY

The Company has an Internal Control System commensurate with
the size, scale and complexity of its operations and well documented
procedures for various processes which are periodically reviewed
for changes warranted due to business needs. The Internal Auditor
continuously monitors the efficiency of the internal controls /
compliance with the objective of providing to Audit Committee and
the Board of Directors, an independent, objective and reasonable
assurance of the adequacy and effectiveness of the organization's
risk management, control and governance processes. This system
of internal control facilitates effective compliance of Section 138 of
the Act and the Listing Regulations.

To maintain its objectivity and independence, the Internal Auditor
reports to the Chairman of the Audit Committee. The Internal Auditor
monitors and evaluates the efficiency and adequacy of the internal
control system with reference to the Internal Financial Control.

Based on the report of internal auditor, process owners undertake
corrective actions in their respective areas and thereby strengthen
the controls. Significant audit observations and corrective actions
thereon are presented to the Audit Committee. During the year
under review, no reportable material weakness in the operation
was observed. Regular audit and review processes ensure that
such systems are reinforced on an ongoing basis.

31. AUDITORS AND THEIR REPORTSA. Statutory Auditors

At the 67^th Annual General meeting (AGM), the members of
the Company have appointed M/s. V Sankar Aiyer & Co. (FRN:
109208W), Chartered Accountants, as Statutory Auditors of
the Company for a period of 5 years, until the conclusion of
the 72^nd Annual General Meeting of the Company.

Further, the members of the Company at 68^th Annual
General Meeting, have approved the appointment of
M/s J.H. Mehta & Co., Chartered Accountants (Firm
Registration No. 106227W), as Joint Statutory Auditors
of the Company for a period of 3 years, in place of retiring
Joint Statutory Auditors of the Company namely M/s Kirtane
Pandit & Co, Chartered Accountants (Firm Registration No.
105215W/W10057), whose term completed/ended at the
conclusion of the 68^th Annual General Meeting (“AGM”) of the
Company, M/s J.H. Mehta & Co., Chartered Accountants, joint
statutory Auditor is completing their tenure at the conclusion
of the 71^st Annual General Meeting (AGM).

The Auditor's Report on the Standalone and Consolidated
Financial Statements of the Company for the Financial
Year 2025-26 as submitted by the Statutory Auditors of the
Company did not contain any qualifications, reservations,
adverse remarks or disclaimer. The Notes on the
Financial Statement referred to in the Auditors' Report are
self-explanatory and do not call for any further comments.

There have been no instances of fraud reported by the
Auditors under Section 143(12) of the Act and Rules
framed thereunder either to the Company or to the Central
Government.

B. Internal Auditor

Pursuant to the provisions of Section 138 of the Companies
Act, 2013 and on the recommendation of the Audit Committee
M/s. Deloitte Touche Tohmatsu India, LLP, Chartered
Accountants were appointed as Internal Auditors of the
Company.

C. Cost Auditor

As per the requirement of central government and pursuant
to Section 148 of the Companies Act, 2013 read with The
Companies (Cost Records and Audit) Rules, 2014 as
amended from time to time, M/s. B. R. Chandak & Co., Cost
Accountants (Firm Registration No. 100380), Chhatrapati
Sambhajinagar (Aurangabad) was re-appointed as Cost
Auditors to conduct the audit of the cost records of the
Company for the financial year ended March 31, 2026.
The Cost Audit Report for the financial year 2025-26 will be
submitted to the Central Government within the prescribed
timelines.

The Board of Directors on the recommendation of the Audit
Committee, has re-appointed M/s. B. R. Chandak & Co., Cost
Accountants (Firm Registration No. 100380), Chhatrapati
Sambhajinagar (Aurangabad) as Cost Auditors to conduct
the audit of the cost records of the Company for the financial
year ending 31^st March, 2027, subject to ratification of the
remuneration by the Members of the Company at ensuing
69^th Annual General Meeting of the Company.

D. Secretarial Auditor

Pursuant to Section 204 of the Act read with the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the Company has obtained the Secretarial
Audit Report for the financial year ended March 31, 2026
from M/s. Manish Ghia & Associates, Company Secretaries,
Practicing Company Secretaries, Mumbai and it is annexed
as “Annexure IV” to this Report.

The secretarial Audit Report does not contain any qualification,
reservation or adverse remark.

At the 68^th Annual General meeting (AGM), the members of
the Company have appointed M/s Manish Ghia & Associates,
(M. No 6252 CP 3531), Practicing Company Secretaries, as
Secretarial Auditors of the Company for a period of five (5)
consecutive years from FY 2025-26 to FY 2029-30.

E. Secretarial Standards

During the year 2025-26, the Company has complied with
applicable Secretarial Standards issued by the Institute of the
Company Secretaries of India.

32. COMPLIANCE MANAGEMENT

The company has in place a comprehensive and robust legal
compliance management digital tool, which is devised to ensure
compliance with all the applicable laws.

33. RISK MANAGEMENT

The Board of Directors of the Company has formed a risk
management committee to frame, implement and monitor the
risk management plan for the Company. The committee is
responsible for reviewing the risk management plan and ensuring
its effectiveness. The Board has laid down a Risk Management
Policy and has also established a dedicated Risk Management
Committee, governed by the Board of Directors, to make persistent
efforts for identifying various types of risks, laying mitigation
measures, monitoring, and defining future action plan. The audit
committee has additional oversight in the area of financial risks and
controls. Geo-political situations in middle east and eastern Europe
further forced global businesses to revisit their operations, delivery,
supply chains and contractual aspects. Operating in an uncertain
and ever-changing environment, our Company's robust enterprise
risk management framework aids in ensuring the strategic
objectives are achieved. Major risks identified by the businesses
and functions are systematically addressed through mitigating
actions on a continuing basis.

The development and implementation of risk management policy
has been covered in the management discussion and analysis,
which forms part of this report.

34. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments have been
disclosed in the financial statements.

35. RELATED PARTY TRANSACTIONS (RPTS’)

All the transactions entered with related parties during the financial
year were on arm's length basis in the ordinary course of business.
The Audit Committee had granted omnibus approval for the
transactions (which are repetitive in nature) and the same were
reviewed and approved by the Board.

There were no significant material transactions with related parties
during the financial year 2025-26 which were in conflict with the
interest of the Company. The Directors would like to draw the
attention of the members to Note No. 30 to the financial statement
which sets out related party disclosure.

The Policy on Related Party Transactions is available on the
Company's website at www.garwarehitechfilms.com/investor-desk/
policies-of-company.

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

36. CORPORATE SOCIAL RESPONSIBILITY

The expenditure on Corporate Social Responsibility (CSR) incurred
by your Company during the financial year 2025-26 was ' 5.53
Crores, of which ' 5.32 Crores (2% of the average net profits of
last three financial years) was spent towards obligatory CSR of the
Company and an amount of ' 0.21 Crore was voluntarily spent on
CSR activities. The detailed report on the CSR activities is annexed
as “Annexure I” and forms part of this Report.

The CSR initiatives of your Company were under the thrust areas
of health & hygiene, education, old age home for disabled people
and Rehabilitation of Distressed / Depressed people.

The constitution of the CSR Committee and its terms of reference are
more particularly stated in the Corporate Governance Report which
forms a part of this Report. CSR Policy of the Company is available
on the website of the Company at www.garwarehitechfilms.com.

37. ANNUAL RETURN

As per provisions of Section 92 (3) and 134(3)(a) of the Act read
with Rule 12 of the Companies (Management and Administration)
Rules, 2014 as amended from time to time, the copy of the
Annual Return in the Form MGT-7 is hosted on website of your
Company at:https://www.garwarehitechfilms.com/investor-desk/
annual-reports-and-returns.

38. PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

During the year, 4 Directors (1 director was part of the year) &
4 Employees (1 employee was for part of the year) were in receipt
of remuneration of ' 1.02 Crore per annum or more amounting
to ' 31.95 Crores out of which two directors were relative(s) of
Dr. Shashikant B. Garware Chairman & Managing Director of the
Company. During the year, the Company had 1036 (Previous
Year 947) permanent employees. The information required under
Section 197(12) of the Companies Act, 2013 read with Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014 for the year ended March 31, 2026, is given in a separate
“Annexure II” to this Report.

39. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE

Pursuant to the provisions of Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013,
during the year under review, there were no cases filed and there
were no Complaint received. The Company has constituted the
Internal Complaint Committee under Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has zero tolerance towards sexual harassment at
workplace and has adopted a policy to abide by letter and spirit
requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the
Rules made thereunder. The Company has Internal Complaints
Committee (ICC) to redress the complaints of sexual harassment.
During the year, Company has not received any complaint of sexual
harassment.

Disclosures in relation to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013:

40. CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION
AND ANALYSIS REPORTS

The Company has implemented procedures and adopted practices
in conformity with the code of Corporate Governance under
Listing Regulations. The Company has implemented Code of
Conduct for all its Executive Directors and Senior Management
Personnel, Non-Executive Non-Independent Directors and
Independent Directors, who have affirmed compliance thereto.
The said Codes of Conduct have been posted on the website of
the Company. The Management Discussion and Analysis Report
and Corporate Governance Report, appearing elsewhere in this
Annual Report, forms part of the Board's Report. A certificate
from the Practicing Company Secretary of the Company certifying
the compliance of conditions of Corporate Governance is also
annexed hereto.

41. VIGIL MECHANISM/ WHISTLE-BLOWER POLICY

The Vigil Mechanism of the Company, which aligns whistle-blower
policy in terms of the Listing regulations. Protected disclosures
can be made by a whistle-blower through an e-mail, or dedicated
telephone line or a letter to the Chairman of the Audit Committee.
No complaints were received under whistle-blower mechanism
during the year under review.

The Policy on vigil mechanism and whistle-blower policy is available
on the Company's website at the www.garwarehitechfilms.com.

42. DEPOSITS / LOANS FROM DIRECTORS

The Company has not accepted any deposits from public and as
such, no amount on account of principal or interest in deposits
from public was outstanding as on the date of the balance sheet.
Further, your Company has not accepted any deposit or any loan
from the directors during the year under review.

43. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo, as required to
be disclosed under the Act, are provided in “Annexure III” to this
Report.

44. COMPLIANCE ON MATERNITY BENEFIT ACT, 1961

The Company has complied with the applicable provisions of
Maternity Benefit Act, 1961 for female employees of the Company
with respect to leaves and maternity benefits thereunder.

45. SIGNIFICANT AND MATERIAL ORDERS

During the year under review, no significant / material orders were
passed by the regulators or the Courts or the Tribunals impacting
the going concern status and the Company's operations in future.

46. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In Compliance with Regulation 34 of the Listing Regulations,
Business Responsibility and Sustainability Report is attached and
is a part of this Annual Report as set out in “Annexure V” of this
report.

47. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING
PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016 (31 OF 2016)

No application has been made under the Insolvency and
Bankruptcy Code; hence 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.

48. 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.

The requirement to disclose the details of difference between
amount of the valuation done at the time of onetime settlement and
the valuation done while taking loan from the Banks or Financial
Institutions along with the reasons thereof, is not applicable.

49. ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for
the wholehearted co-operation received by the Company from
the various departments of the Central & State Governments,
Company's Bankers and Financial & Investment Institutions during
the period under review.

For and on behalf of the Board of Directors

Dr. Shashikant B. Garware

Chairman & Managing Director
DIN: 00943822

Place: Mumbai
Date: May 06, 2026