The Directors present the 68th Annual Report of Garware Hi-Tech Films Limited (the Company or GHFL) along with the Audited Financial Statemen
for the year ended March 31,2025.

1) FINANCIAL RESULTS

2. COMPANY’S PERFORMANCE

During the Financial Year 2024-25

On Standalone Basis;

a. Revenue from Operations on a standalone basis was
' 1995.45 Crores (Previous Year ' 1581.65 Crores)
registering a growth of 26% over previous year.

b. Earnings Before Interest, Taxes & Depreciation (EBITDA)
increased by 72% from ' 288.19 Crores in the previous year
to ' 494.32 Crores in the current year mainly on account of
higher volumes.

c. Profit Before Tax (PBT) increased by 87% from ' 239.93
Crores in the previous year to ' 447.51 Crores in the current
year.

d. Profit After Tax (PAT) increased by 87% from '180.93 Crores
in the previous year to ' 338.92 Crores in the current year.

On Consolidated Basis;

a. Revenue from Operations on consolidated basis was
' 2109.36 crores (Previous Year ' 1677.02 Crores) registering
a growth of 26% over previous year.

b. Earnings Before Interest, Taxes & Depreciation (EBITDA)
increased by 54% from ' 321.05 Crores in the previous year
to ' 495.49 Crores in the current year mainly on account of
higher volumes.

c. Profit Before Tax (PBT) increased by 65% from ' 270.25
Crores in the previous year to ' 445.48 Crores

d. Profit After Tax (PAT) increased by 63% from ' 203.29 Crores
in the previous year to ' 331.22 Crores in the current year.

3. STATE OF COMPANY’S AFFAIRS

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

Company's Business.

4. OPERATIONS

The Company's Standalone Profit before tax increase by 87% on
account of higher sales volume of Paint Protection Film (PPF) and
Sun control Film.

5. FINANCIAL STATEMENTS

The financial statements for the year ended on 31st March, 2025
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 were subject to limited review
and audited standalone and consolidated financial results on
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 2024-25 and the date of this Report.

7. CAPITAL EXPENDITURE

The capacity expansion of Paint protection film by 300 LSF P.A.
is under progress and expected to commission in 2nd quarter of
FY 25-26 and Company have also undertaken the setting up of
TPU plant with Capacity of 360 LSF P.A.

8. TRANSFER TO RESERVES

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

9. DIVIDEND

The Directors are pleased to recommend a Dividend of
' 12 (120%) per equity share of face value of ' 10/- each for the
financial year ended March 31, 2025 on paid-up share capital of
the Company.

The Dividend is subject to the approval of the Members at the 68th
Annual General Meeting. The dividend of ' 12/- per equity share of
' 10/- each will amount to ' 27.88 Crore.

As per the Income Tax Act, 1961, 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 recommended 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-desk/policies-of-company.

10. SHARE CAPITAL

The paid-up Equity Share Capital as of March 31, 2025 stood at
' 23.23 Crore. During the year, there was no change in the Share
Capital of the Company. The Company 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, 2025.

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

2. Global Hi-Tech Films Inc.

(Step-down Wholly Owned Subsidiary)

Pursuant to Section 129(3) of the Companies Act, 2013 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 SEBI (LODR) Regulations, 2015.

Based on the criteria mentioned in Regulation 16 of the SEBI
(LODR) Regulations, 2015 one of the subsidiaries qualifies as a
Material Subsidiary, however the material subsidiary is a step down
wholly owned subsidiary, whose accounts are consolidated with the
holding company and put henceforth for approval of shareholder at
the ensuing annual general meeting.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Appointment/Resignation/cessation of Director:

Appointment:

The Board has appointed Mr. Manoj Sonawala
(DIN: 00235168), Mr Deepak Chawla (DIN: 10497108)
and Dr. Nayan Rawal (DIN: 00184945) as an Independent
Directors of the Company to hold office for first term of five
(5) consecutive years from April 01, 2024 to March 31, 2029,

the members of the Company has approved the appointment
by passing special resolution through postal ballot on
May 07, 2024.

During the year, the Board has appointed Mr. Chirag Doshi
(DIN:08532321) as an Additional Director in the category of
Non-Executive Independent Director of the Company to hold
office for first term of five (5) consecutive years with effect
from September 01,2024 to August 31,2029, the members
of the Company has approved the appointment through
special resolution at the 67th Annual General Meeting held
on September 24, 2024.

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

B. Completion of Term of Independent Director:

The tenure and second term of Mr. Nilesh R Doshi (DIN:
00249715) serving as an Independent Director on the Board
has been completed on 31st October, 2024

C. Retirement by Rotation:

In accordance with the provisions of Section 152 (6) of the
Companies Act, 2013 and the Articles of Association of the
Company, Ms. Monika Garware 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
is provided in the Notes to the Notice of 68th Annual General
Meeting of the Company.

D. 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 SEBI (LODR)
Regulations, 2015

Dr. S. B. Garware - Chairman & Managing Director,
Ms. Monika Garware - Vice Chairperson & Jt. Managing
Director, Mrs. Sarita Garware Ramsay - Joint Managing
Director, Mr. Mohan Sitaram Adsul - 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. Pradeep Mehta has resigned as CFO w.e.f.
14th August, 2024 and Mr. Abhishek Agarwal has been
appointed as CFO w.e.f. 16th August, 2024.

E. 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 Companies Act, 2013,
rules there under, SEBI (LODR) Regulations, 2015 and there
has been no change in the circumstances which may affect
their status as an Independent Directors during the year. In
the opinion of the Board of Directors, all the Independent
Directors has fulfilled the criteria of independence as
provided under the Companies Act, 2013, and SEBI (LODR)
Regulations, 2015 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 31st March, 2025.

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 31st
March, 2025.

14. MEETINGS OF THE BOARD

Five meetings of the Board of Directors were held during the
FY 2024-25 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 SEBI (LODR) Regulations, 2015
read with Schedule IV of the Companies Act, 2013, a formal
evaluation of Board's performance and that of 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.

The Independent Directors at their meeting held on
February 07, 2025 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 Companies Act, 2013
and Listing Regulations viz. Audit Committee, Nomination and
Remuneration Committee, Stakeholders Relationship Committee,
CSR Committee, Vigil Mechanism Committee and Risk
Management Committee. The members of the Audit Committee
are financial 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 Companies Act, 2013, Rules 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 https://
www.garwarehitechfilms.com/investor-desk/policies-of-company

18. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 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 for the year ended
March 31,2025, 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 so as to give a true and fair view
of the state of affairs of the Company as at March 31, 2025
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 Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and detecting fraud
and other irregularities;

d) They have prepared the annual accounts on a ‘going concern'
basis;

e) They have laid down internal financial controls to be followed
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 strengthen its position in both domestic
and international markets. Our focus on robust R&D, continuously
adding the products we offer to the customers and enhanced sales
and marketing efforts are yielding positive results.

In the domestic market, company has launched a wide variety of
products in both Paint Protection Films (PPF) and Sun Control
Segments. PPF basket now offers a full range of colors. Sun
Control segment also witnessed new products like Spectrally
Selective Films and different types of safety and security films.
These products have shown strong business traction, offering a
promising outlook for the future.

While current tariff conditions present certain challenges, we are
confident that our vertically integrated manufacturing capabilities
will help to mitigate these risks effectively.

The strategic focus on architecture business is also providing new
opportunities in all the geographies.

20. RESEARCH & DEVELOPMENT

Company's R&D Centre is 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.

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

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.

• 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

• GHFL's Architectural Film received the “GreenPro Ecolabel
Certification” as a Green Product by IGBC-CII in March 2025.

• The “International Sustainability and Carbon Certification” i.e.
ISCC PLUS Certification from M/s Alcumus ISOQAR Ltd. in
the month of NOV'2024 for both Waluj & Chikalthana Plant.

23. HUMAN RESOURCE DEVELOPMENT

Our company 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 2739 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 96.2% with Voluntary
Attrition Rate of 3.8% 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 work place 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 has 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 rain water up to 5000 cubic meter.

The company has implemented extended producer responsibility
(EPR) for plastic packing as per CPCB guideline 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 grassroot
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, evacuation drills to meet the
new challenges. A central CCTV control room has been setup.
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 ' 6.22
Lakhs dividend for the FY 2016-17 and 82,825 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.

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 https://
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 organisation'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 REPORTS

A. 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 the 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 65th Annual
General Meeting, have appointed M/s. Kirtane & Pandit LLP
(FRN: 105215W/W100057), Chartered Accountants, as Joint
Statutory Auditors of the Company for a period of 3 years,
accordingly, the term of joint statutory Auditor is completing
at the conclusion of the 68th Annual General Meeting (AGM).
The Board of Directors of the Company has approved and
recommended to the shareholders for Appointment of
M/s J.H. Mehta & Co., Chartered Accountants (Firm
Registration No. 106227W), as Joint Statutory Auditors of
the Company for a term of three (3) consecutive years from
the conclusion of ensuing 68^th Annual General Meeting till the
conclusion of the 71^st Annual General Meeting to be held in
the year 2028, in place of retiring Joint Statutory Auditors of
the Company namely M/ s Kirtane & Pandit LLP, Chartered
Accountants (Firm Registration No. 105215W/W10057),
whose term completes/end at the conclusion of the ensuing
68^th Annual General Meeting (“AGM”) of the Company.

The Auditor's Report on the Standalone and Consolidated
Financial Statements of the Company for the Financial
Year 2024-25 as submitted by the Statutory Auditors of the
Company did not contain any qualifications, reservation,
adverse remarks. 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 31st March, 2025. This Cost Audit Report for
the financial year 2024-25 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 31st March, 2026, subject to ratification of the
remuneration by the Members of the Company at ensuing
68th 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, 2025
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.

During the financial year 2024-25 the Secretarial Auditors had
not reported any matter u/s 143(12) of the Act, therefore no
details are required to be disclosed u/s 134(3) (ca) of the Act.

The Board of Directors under section 204(1) of the Companies
Act, 2013 read with the Companies (Appointment and
Remuneration of Management Personnel) Rules, 2014 and
Regulation 24A of SEBI Listing Regulations, has appointed
M/s. Manish Ghia & Associates, Company Secretaries,
Mumbai (Firm Registration No. P2006MH007100) to conduct
secretarial audit of the Company for a period of five (5)
consecutive years from FY 2025-26 to FY 2029-30 subject to
the approval of shareholders of the Company at the ensuing
Annual General Meeting.

E. Secretarial standards

During the year 2024-25, 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 lin 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 material significant transactions with related parties
during the financial year 2024-25 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.

Pursuant to the provision of Section 134(3)(h) of the Companies
Act, 2013, 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 2024-25 was ' 400.00
Lakhs (2% of the average net profits of last three financial years) 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 being available 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, 3 Directors & 3 Employees (2 employees were for
part of the year) were in receipt of remuneration of ' 1.02 Crore
per annum or more amounting to ' 29.25 Crores out of which

two directors were relative(s) of Dr. S. B. Garware Chairman
& Managing Director of the Company. During the year, the
Company had 947 (Previous Year 885) 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,
2025 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 NIL 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 SEBI
(LODR) Regulations, 2015. 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 Practising Company Secretary 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 with the
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 on 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. 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.

45. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In Compliance with Regulation 34 of the SEBI (Listing Obligations
& Disclosure Requirements) Regulations, 2015, Business
Responsibility and Sustainability Report is attached and is a part of
this Annual Report as set out in “Annexure V” of this report.

46. 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.

47. 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.

48. 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 and
shareholders of the Company during the period under review.

For and on behalf of the Board of Directors

Dr. S. B. GARWARE

Chairman & Managing Director
DIN: 00943822

Place: Mumbai
Date: May 14, 2025