Your Directors have pleasure in presenting the Forty-Ninth (49th) Annual Report along with Audited Financial
Statements of the Company for the financial year ended 31st March, 2026.

FINANCIAL SUMMARY:

I 2025 - 2026 - THE YEAR UNDER REVIEW:

During the year under review, your Company
demonstrated resilience and continued to
make strategic progress despite a challenging
environment.

Your Company earned consolidated revenue of
' 1,528.79 crores for the year ended 31st March,
2026, a decrease of 0.74% over the previous
year's consolidated revenue of ' 1,540.11 crores.
Consolidated operating EBITDA is ' 269.7 crores
against ' 318.8 crores in the previous year.
Domestic Sales amounted to ' 628.52 crores,
and the Export Sales amounted to ' 900.27 crores
for the year ended 31st March, 2026, on consolidated
basis.

I 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
States of America. GTF USA INC is engaged in the
business of sale and supply of products to the
technical textile industry in the USA market. GTF
USA INC recorded revenue of ' 137.15 crores and
earned net profit of ' 4.84 crores for the year ended
31st March, 2026, as compared to revenue of
' 160.66 crores and earned net profit of ' 9.31
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 products to the technical textile industry
in the Chile market. GTF Chile SpA recorded revenue
of ' 154.98 crores and incurred net loss of ' 7.91
crores for the year ended 31st March, 2026, as

compared to revenue of ' 138.35 crores and earned
net profit of ' 7.72 crores during the previous year.
Garware Technical Fibres UK Pvt. Ltd. ("GTF UK"),
is a Wholly Owned Subsidiary of your Company
incorporated with the Registrar of Companies,
England and Wales. GTF UK was incorporated with
the object of carrying on the business of technical
textile in the UK market. GTF UK recorded revenue of
' 16.18 crores and earned net profit of ' 1.89 crores
for the year ended 31st March, 2026.

On 17th June, 2025, the Company incorporated
a Wholly Owned Subsidiary named Garware
Technical Fibres AS ("GTF AS"), in the Register
of Business Enterprises, Norway. GTF AS was
incorporated with the object of carrying on the
business of technical textile in Norwegian market.
GTF AS recorded revenue of ' 91.82 crores and
earned net profit of ' 0.65 crores for the period
ended 31st March, 2026.

During the year under review, GTF UK wholly
owned subsidiary of the Company entered into a
definitive Share Purchase Agreement (“SPA”) with
the Seller(s) of Offshore & Trawl Supply AS (“OTS”)
and Advance Mooring Supply AS (“AMS”), both
private limited liability companies duly registered
and existing under the laws of Norway for an
aggregate acquisition value of NOK 122 Million.
On 7th July, 2025, GTF UK successfully completed
the acquisition of the said Norwegian Companies.
Consequent to the acquisition, OTS and AMS have
become wholly owned subsidiaries of GTF UK and
consequently, step-down wholly owned subsidiaries
of the Company. OTS is a leading manufacturer of
premium synthetic fibre ropes for applications
in the offshore oil and gas, fisheries, aquaculture,
lifting and towing industries. Based in Norway, it
specializes in the production, design and engineering
of high-tech fiber ropes, as well as combined
products, including thimbles, shackles, chains and
buoys. The OTS factory, situated near Aalesund in
Norway, is one of the most modern sites in this
line of business in Europe. AMS is set up for
catering to the need of the offshore floating wind
energy business. OTS recorded revenue of ' 57.50
crores and earned net profit of ' 2.64 crores for the
year ended 31st March, 2026. AMS recorded nil
revenue and incurred a net loss of ' 0.02 crores for the
year ended 31st March, 2026.

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 products during the year under review.
GTTPL recorded revenue of ' 0.65 crores and
earned net profit of ' 0.20 crores for the year ended
31st March, 2026.

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. During the year under review, GTFF is
engaged in undertaking CSR activities as mentioned
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.
GMPL is yet to start its commercial operations.

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 from its solar power plant, up
to the contracted capacity of 8.5 MW, to partially
meet its energy requirements, on a captive basis in
accordance with the provisions of the Electricity
Act, 2003.

Pursuant to the provisions of the 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 form 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 Company's Standalone Financial
Statement.

The Annual Report of the Company inter alia contains
the Standalone Audited Financial Statement of the
Company and the 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 of the entity being
incorporated under Section 8 of the Companies Act,
2013, it has been concluded that the Company does
not have 'control' over Garware Technical Fibres
Foundation, and therefore, it has not been
consolidated with the Financial Statement of the
Company.

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 uploaded on the Company’s website : https://
www.garwarefibres.com/investors/financial-
information/shareholder-meeting.

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.

| RESERVES:

Your Directors have decided to transfer an amount
of ' 1,500 lakhs out of retained earnings of the
Company to the General Reserves and retain
' 90,679 lakhs in retained earnings.

DIVIDEND:

Your Directors, after taking into account, various
provisions of the Dividend Distribution Policy of the
Company, at their meeting held on 7th November,
2025, declared an Interim Dividend of ' 8/- (80%)
per Equity Share on the fully paid-up equity capital
consisting of 9,92,65,845 Equity Shares of ' 10/-
each of the Company, to all shareholders who were
recorded in the Register of Members on 14th
November, 2025, being the record date fixed
for this purpose.

In addition to the Interim Dividend, your Directors,
after taking into account, various provisions of
Dividend Distribution Policy of the Company, have
recommended a Final Dividend of ' 1/- (10%) per
Equity Share of ' 10/- each, for your consideration
and approval at the ensuing Annual General Meeting
for the Financial Year 2025-26. The total proposed
final dividend for the year would absorb an amount
of ' 9,76,48,345/-.

Pursuant to the provisions of the Income Tax Act,
2025 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 Final Dividend as recommended 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 has adopted a
Dividend Distribution Policy and the same is
uploaded on the Company's website: https://
www.garwarefibres.com/investors/policies/dividend-
distribution-policy.

BUY-BACK OF EQUITY SHARES:

The Board of Directors, at its meeting held on 8th
May, 2026, approved a proposal for the Buyback
of up to 16,17,500 fully paid-up equity shares of face
value ' 10/- each (the "Equity Shares"), representing
1.63% of the Equity Shares in the existing total
equity paid-up capital of the Company, from all
Eligible Shareholders (as on the Record Date, being
20th May, 2026) on a proportionate basis, through
the 'Tender Offer' process, at a price of ' 680/- per
equity share, payable in cash, pursuant to the
provisions of the Securities and Exchange Board of
India (Buy-Back of Securities) Regulations, 2018 and
the Companies Act, 2013, as amended.

This event, being a non-adjusting event, does not
have any impact on the financial statements for the
year ended 31st March, 2026.

DEPOSITS:

During the year under review, your Company has
not accepted or renewed any deposit within
the meaning of Section 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, 2026.

MATERIAL CHANGES AND COMMITMENT
AFFECTING FINANCIAL POSITION:

There were no material changes and commitments,
affecting the financial position of the Company that
occurred between the end of the Financial Year
of the Company i.e. 31st March, 2026 and the date
of this Directors' Report i.e., 20th May, 2026.

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 Obligations
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, Ms. Mayuri
Vayu Garware (DIN 06948274) is liable to retire by
rotation at the ensuing Annual General Meeting
of the Company and, being eligible, offers herself
for re-appointment.

Mr. Anil Sadashiv Wagle (DIN 03403801 and IDDB
registration No. IDDB-DI-202401-055145) will be
attaining the age of 75 years on 9th July, 2027. 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. Anil Sadashiv
Wagle as a Non-Executive Independent Director of
the Company to hold office for the remaining term of
his appointment, is placed for approval of Members
at Item No. 6 of the Notice calling the Forty-Ninth
(49th) Annual General Meeting of the Company,
which form an integral part of this Report.

Dr. Shridhar Shrikrishna Rajpathak (DIN 00040387
and IDDB Registration No. IDDB-DI-202110-039373)
was appointed as an Independent Director of the
Company with effect from 11th November, 2021 to
hold office for first term of five (05) years. The said
term is going to expire on 11th November, 2026.
Dr. Shridhar Shrikrishna Rajpathak attained the
age of 75 years on 29th May, 2026. Pursuant to
the recommendation of the Nomination and
Remuneration Committee of the Board, the Board of
Directors of your Company recommends the re¬
appointment of Dr. Shridhar Shrikrishna Rajpathak
as a Non-Executive Independent Director of the
Company to hold office for a second term of five (05)
consecutive years effective from 12th November,
2026 up to 11th November, 2031 and who shall not
be liable to retire by rotation. The Company has
received notice in writing from Members under
Section 160 of the Companies Act, 2013, proposing
his candidature for the office of Directors. The Special
Resolution seeking approval of the members of the

Company for re-appointment of Dr. Shridhar
Shrikrishna Rajpathak, is placed for approval of
Members at Item No. 7 of the Notice calling the
Forty-Ninth (49th) Annual General Meeting of the
Company, which form an integral part of this
Report.

The current tenure of Mr. Vayu Ramesh Garware
(DIN 00092201), as Managing Director (designated
as "Chairman and Managing Director") of the
Company will come to an end on 30th November,
2026. The Board of Directors of your Company at its
meeting held on 20th May, 2026, after due
consideration of the recommendation made by the
Nomination and Remuneration Committee of the
Board of Directors has resolved to re-appoint
Mr. Vayu Ramesh Garware as Managing Director to
be designated as "Chairman and Managing Director"
("CMD") of the Company, for further period of five (05)
years, effective from 1st December, 2026, subject to
approval of the Members at the ensuing Annual
General Meeting of the Company. The Special
Resolution seeking approval of the Members of the
Company for re-appointment of Mr. Vayu Ramesh
Garware, is placed for approval of Members at Item
No. 8 of the Notice calling the Forty-Ninth (49th)
Annual General Meeting of the Company, which
form an integral part of this Report.

Details regarding Ms. Mayuri Vayu Garware, Mr. Anil
Sadashiv Wagle, Dr. Shridhar Shrikrishna Rajpathak
and Mr. Vayu Ramesh Garware, 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
the Forty-Ninth (49th) Annual General Meeting of
the Company, which form an integral part of this
Report.

During the year under review Ms. Mallika Sagar (DIN
02228386) ceased from the office of Non-Executive
Independent Director upon completion of her second
term of five (05) consecutive years w.e.f. the close
of business hours on 28th August, 2025.

The Members of the Company, had passed a
Special Resolution approving the appointment of
Ms. Kirti D. Mangwani (DIN 07235467 and IDDB
Registration No. IDDB-DI-202504-073118) as a Non¬
Executive Independent Director of the Company to
hold office for a term of five (05) consecutive years
with effect from 25th November, 2025 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 Directors and approval of appointment by
the Board of Directors of the Company vide Circular
Resolution passed on 25th November, 2025. Ms. Kirti
D. Mangwani, will not be liable to retire by rotation.
Pursuant to the provisions of Section 203 of the
Companies Act, 2013, Mr. Vayu Ramesh 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 2025-26, 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 sub¬
section (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 exists or may
reasonably be anticipated, that could impair or
impact their ability to discharge their duties.

In terms of Rule 6(3) of the 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 is of the
opinion that all the Independent Directors of the
Company possess the attributes of integrity,
expertise and experience required to best serve the
interests 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, 2026,
the applicable Accounting Standards have been
followed and there are no material departures;

2. For the Financial Year ended 31st March, 2026,
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, 2026 and of the profit and loss of the
Company for the year ended 31st March, 2026;

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 and
Remuneration Committee of the Board had laid down
a comprehensive framework including the criteria
for evaluation of the performance of the Board as a
whole and of 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 an 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 8 th August, 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 the
Executive Director and Non-Executive Directors;

iii. Assess the quality, quantity and timeliness of
the 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 five (05) 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 the Audit
Committee, Nomination and Remuneration
Committee, Corporate Social Responsibility
Committee, Stakeholders Relationship Committee,
Risk Management Committee and Banking &
Operation 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 the 45th Annual General
Meeting till the conclusion of the 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
by the Company’s officer or employees under Section
143(12) of the Companies Act, 2013.

2. SECRETARIAL AUDITORS:

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, and pursuant to
the recommendation of the Audit Committee,
M/s SVD & Associates, Firm of Company
Secretaries in Practice, Pune, (Firm Unique Code
P2013MH031900), were appointed as Secretarial
Auditors to carry out the Audit of the secretarial
and other related records of the Company for a
period of five (05) consecutive years for Financial
Year 2025-26 to Financial Year 2029-30.

The Secretarial Auditor has submitted its Report in
Form No. MR-3 for the Financial Year ended on
31st March, 2026 and the same as set out in
“Annexure 1”, forming an integral part of the
Directors' Report. There are no qualifications,
reservations or adverse remarks or disclaimers made
in the Secretarial Audit Report.

Annual Secretarial Compliance Report

A Secretarial Compliance Report for the Financial
Year ended 31st March, 2026 on compliance of all
applicable SEBI Regulations and circulars/ guidelines
issued thereunder, was obtained from M/s SVD &
Associates, a Firm of Company Secretaries in
Practice, and the Secretarial Auditors of the
Company.

3. COST AUDIT:

The Company made and maintained Cost Accounting
Records under Section 148 of the Companies Act,
2013 for the Financial Year 2025-26. M/s. Joshi Apte
& Associates, Cost Accountants, (Firm Registration
No. 000240), were appointed as Cost Auditor for
conducting the audit of the Cost Accounting Records
maintained by the Company, for the Financial Year
2025-26.

The Audit Report for the Cost Accounting Records
maintained by the Company for the Financial Year

2025- 26, 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,
were re-appointed as Cost Auditor for conducting
an audit of the Cost Accounting Records
maintained by the Company, for the Financial Year

2026- 27.

A resolution proposing ratification of the
remuneration of the said Cost Auditors' for the
Financial Year ended 31st March, 2027, form part of
the Notice of the Forty-Ninth (49th) Annual General

Meeting of the Company as Special Business by way
of an Ordinary Resolution.

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS:

Details of loans and guarantees given and
investments made during the Financial Year
2025-26, 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 the Financial Statements,
which form an integral part of this Report.

RELATED PARTY TRANSACTIONS:

All the transactions with Related Parties entered
during the Financial Year 2025-26 by the Company,
were in the ordinary course of business and on
an arm's length basis.

There were no Material Related Party Transaction(s)
made with any 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.

The Omnibus approval of the Audit Committee was
obtained for the year for transactions which were of
a 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/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.

The Internal Financial Controls laid down by your
Company with reference to the Financial
Statements are adequate, operating effectively and
commensurate with 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 the recommendation of the Nomination &
Remuneration Committee of the Board.

The salient aspects covered in the Policy have been
outlined in the Corporate Governance Report, which
form 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-

policv.

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:

• Identification of risks.

• Evaluation of the risks as to likelihood and
consequences.

• Assessment of options for minimising / covering
the risks.

• Action Plan for the implementation of the Risk
Management Plans.

• Review of the Risk Management efforts.

• 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 the
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 the 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”.

THE CONSERVATION OF ENERGY,
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 Section 92(3) of the
Companies Act, 2013, your Company has
uploaded its Draft Annual Return for the Financial
Year 2025-26 on the Company's website: https://
www.garwarefibres.com/investors/financial-
information/shareholder-meeting#investorsmenu.

PERSONNEL:

The relations with employees and workmen 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 the
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 an Internal Complaints
Committee ("ICC").

During the year under review, no complaints
pertaining to sexual harassment of women
employees were filed in terms of the Sexual

Harassment Act. Accordingly, there were no
complaints pending resolution for more than ninety
days and no complaints remained unresolved as
on 31st March, 2026.

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 with the conditions of
Corporate Governance are set out in separate section,
which form an integral part of this Report.

The Report on Corporate Governance also contains
certain disclosures required under the Companies
Act, 2013.

BUSINESS RESPONSIBILITY AND SUSTAIN
ABILITY 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 a separate section, which form an integral
part of this Report.

OTHER DISCLOSURES:

The Government of India has notified the four new
Labour Codes with effect from 21st November, 2025,
subsuming and rationalising various existing labour
laws relating to wages, social security, industrial
relations and occupational safety, health and
working conditions. During the year under review,
the Company evaluated the applicability and
implications of these Codes on its operations and
employment practices. Based on such assessment,
necessary revisions were initiated in wage
structures, statutory benefits, employment
documentation, health and safety frameworks and
employee settlement processes to align with the
revised regulatory requirements currently in force.
Appropriate financial provisions have been made
arising from the prospective implementation of
the new Labour Codes. The Company continues to
ensure compliance in line with applicable rules and
guidelines as may be notified by the authorities from
time to time.

The Company is in compliance with the provisions
relating to the Maternity Benefit Act, 1961.

There were no transactions on the following matters
during the year under review and hence no reporting
or disclosure is required:

• Issue of equity shares with differential rights as to
dividend, voting or otherwise.

• Issue of shares (including sweat equity shares) to
employees of the Company under any scheme save
and except Employees' Stock Purchase Schemes
referred to in this Report.

• There was no instance of one-time settlement with
any Bank or Financial Institution.

• 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 the
Insolvency and Bankruptcy Code, 2016 against the
Company during the Financial Year 2025-26.

by the Central Government under Section 118(10)
of the Companies Act, 2013.

| ACKNOWLEDGMENT:

Your Directors gratefully acknowledge the support
given by the 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.

On behalf of the Board of Directors,

SECRETARIAL STANDARDS:

The Company is in compliance with the applicable ^V- ^R- ^GARWARE

Secretarial Standards issued by the Institute of Pune Chairman & Managing Director

Company Secretaries of India (“ICSI”) and approved 20th May, 2026 DIN: 00092201