We present our report on the business and operations of
the Company for the year ended 31st March, 2024.

> Financial Summary: In preparation of the financial
statements, the Company has adopted Indian
Accounting Standards (IND AS) referred to in Section
133 of the Act. The significant accounting policies
which are consistently applied are set out in the notes
to the financial statements.

> Financial Highlights

Revenue from operations (including other income) for
the year ended 31st March, 2024 stood at Rs. 71.21
lakhs as against Rs. 122.53 lakhs for the previous
year ended 31st March, 2023 (lower by 41.81%).

There is a loss of Rs. 6.81 Lakhs for the year ended
31st March, as against a profit of Rs. 11.58 lakhs for
the previous year in view of a substantial reduction in
revenue from operations.

As a result of a increase in market price of listed
investments, Other Comprehensive Income stood
at a “surplus” of Rs. 320.28 lakhs as opposed to a
“deficit” of Rs. 339.85b lakhs for the previous year.
Therefore, the Total Comprehensive Income for the
Year stood at a profit of Rs.313.67 Lakhs as against
a loss of Rs. 327.72 Lakhs in the previous year.

No material changes/commitments have occurred
after the financial year ending till date of this report,
which affected the financial position of the Company.

> Operations

During the year under review the Company's revenue
was generated from vessel repairs. This was
substantially lower than the previous year in view
of the fact that the Company's main customers fleet
reduced in size and therefore the extent of repairs
carried out also reduced.

> Future Outlook

During the current year, Revenue from operations
declined and the Company incurred a loss.

In the short term the Company will face challenges
since the Company's main customer has reduced
the strength of its fleet, as stated above. As a result,
the scope to carry our repairs has also reduced.
However, the Company has been putting great
efforts to increase its Customer base. Additionally
since the Company's main Customer Vessels
require to undergo statutory dry docking/upgrade
during the year, the Company expects to see some
improvement in terms of its results.

On a the medium to long term horizon, the Company
hopes that better days return to the Offshore Shipping
market and its Customers once again expand their
fleets, which would translate into more business
for the Company. The company is also hopeful of
widening its Customer base so that it can generate
sufficient revenue to defray all costs and earn a
healthy profit.

> Dividend

In view of the current year losses, your Directors
regret that they are unable to recommend any
dividend for the financial year ended 31st March,
2024.

> Subsidiary / Wholly Owned Subsidiary

The Company does not have any Subsidiary or
Wholly-owned Subsidiary.

> Loans, Guarantees or Investments

During the year under review, the Company has not
granted any loan, not made any investment nor has it
given any guarantee u/s 186 of Companies Act, 2013
and thus required details are not applicable.

> Deposits

No Deposits covered under Chapter V of the
Companies Act, 2013 were invited by the Company
from public during the year under review.

> The Directors

The following persons make up the Board of Directors
of the Company:

*cased as Independent Director w.e.f. the close of
the working hours on 31st March. 2024. "Appointed
w.e.f. 27^th March, 2024.

Mr. Piyush V. Patel was appointed as an Independent
Director of the Company for a term of five (5) years
with effect from 27th March, 2024 by the members as
per the Postal Ballot dated 09^th May, 2024. Mr. Patel
satisfies the criteria of independence prescribed
under the Companies Act, 2013 and SEBI Listing
Regulations and he is not debarred from holding the
office of Director by virtue of any order passed by
SEBI or any other such authority.

Due to expiry of the second term of 5 years, Mr. Rajiv
S. Khanna ceased as Independent Director of the
Company with effect from the close of the working
hours of the Company on 31st March, 2024. The
Board wishes to place on record its gratitude to
Mr. Rajiv S. Khanna for all his support during his
tenure as a Director.

In accordance with the Provisions of Section 152
of the Companies Act, 2013 and the Articles of
Association of the Company, Mr. Aditya A. Garware
(DIN: 000198146), Non-Executive Director retires by
rotation at the forthcoming Annual General Meeting
of the Company and being eligible offers himself for
re-appointment. The Board of Directors recommends
his re-appointment for the consideration of the
Members of the Company at the ensuing Annual
General Meeting of the Company.

All Independent Directors have given declarations
that they meet the criteria of independence as
laid down under Section 149(6) of the Companies
Act, 2013 and Regulation 16(b) of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015.

> Number of Meetings of the Board

During the year under review, 5 Board Meetings
were duly convened and held on 26^th May, 2023, 09^th
August, 2023, 09^th November, 2023, 07^th February,
2024 and 27^th March, 2024. The details of the
said Board Meetings forms part of the Corporate
Governance Report.

> Committees of the Board

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

4. Corporate Social Responsibility Committee

The details of the committees along with their
composition and relevant details are provided in the
Corporate Governance Report.

> Board Evaluation

Pursuant to Provisions of the Companies Act,
2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, for the purpose
of the evaluation of the Board, a structured
customized questionnaire was prepared after
taking into consideration the various aspects of the
Board's functioning, composition of the Board and
its Committees, performance of duties, obligations
and governance. The performance evaluation of
the Chairman, Non-independent Directors and
Independent Directors was carried out by all
the Directors and the outcome of the same was
satisfactory.

> Familiarization Program for Independent
Directors

From time to time, all the Independent Directors are
informed about the status of business of the Company
as well as their responsibilities and commitments.

> Key Managerial Personnel

The following are the Key Managerial Personnel of
the Company:

> Audit Committee

Pursuant to the Provision of Section 177(8) of the
Companies Act, 2013, the Audit Committee has
3 members including 2 Independent Directors as
follows:

There were no instances where the Board had
not accepted any recommendation of the Audit
Committee.

> Nomination and remuneration Committee

Pursuant to Section 178 of the Companies Act, 2013,
the Board has set up a Nomination & Remuneration
Committee and the details of the Committee are
enumerated under Corporate Governance Report
Annexed to this Report.

> Stakeholders Relationship Committee

Pursuant to Section 178 of the Companies Act, 2013,
the Board has set up a Stakeholders Relationship
Committee and the details of the Committee are
enumerated under Corporate Governance Report
Annexed to this Report.

> Policy on Appointment and Remuneration

The Board of Directors has framed a Policy which
lays down a framework for remuneration to be
paid to the Directors, Key Managerial Personnel
and Senior Management of the Company. This
Policy also lays down the criteria for selection and

appointment of Board Members. The details of the
Policy are available on the Company's website www.
garwaremarine.com.

> Director’s Responsibility Statement

In accordance with the provisions of Section 134(3)
of the Companies Act, 2013 and based on the
information provided by the management, your
Directors' state that:

(a) In the preparation of the Annual Accounts, the
applicable accounting standards have been
followed and that no material departures (save
and except as stated in this Directors' Report, if
at all) have been made from the same;

(b) They have selected such Accounting Policies
and applied them consistently and made
judgments and estimates that are reasonable
and prudent so as to give a true and fair view
of the State of Affairs of the Company at the
end of the financial year and of the loss of the
Company for the year ended on that date;

(c) That they have taken proper and sufficient care
for the maintenance of adequate accounting
records in accordance with provisions of the
Companies Act, 2013, for safeguarding the
assets of the Company and for preventing and
detecting fraud and other irregularities;

(d) They have prepared the Annual Accounts on a
going concern basis;

(e) They have laid down internal financial controls
to be followed and that such financial controls
are adequate and were operating effectively;

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

> Statutory Auditors and their Report

As per Section 139 of the Act, read with rules made
thereunder, as amended, Messrs. D. Kothary &
Co., Chartered Accountants (Firm Registration
No. 105335W), was re-appointed as the Statutory
Auditors of the Company for the period of 5 years
(second term), in the 44^th AGM dated 27^th September,
2022, till the conclusion of 49^th Annual General
Meeting.

The Notes to the financial statements referred in the
Auditors' Report are self-explanatory. The Auditors'
Report is enclosed with the financial statements
forming part of this Annual Report. There are no
Qualifications in the Auditors' Report.

> Registered Office

The Registered Office was shifted from 102,
Buildarch Wisteria, Ram Maruti Road, Dadar (West),
Mumbai 400028 to 03^rd Floor, Prospect Chambers,
D. N. Road, Fort, Mumbai 400001 from 01^st August,
2023.

> Annual Return

A copy of Annual Return as provided under Section
(3) of Section 92 of the Companies Act, 2013 (“the
Act”) hosted on the Company's website www.
garwaremarine.com/investor.

> Personnel

The Board appreciates the support and co-operation
of all the employees of the Company, with special
mention to be made of the Flying Squad who are
responsible for the repair of Vessels.

> Internal Financial Control

The Company has adequate internal financial control
with respect to the preparation and presentation of the
financial statements. There is no material change(s)
and comment(s) affecting the financial position of the
Company which has occurred between the end of the
Financial Year of the Company to which the financial
statements relate and the date of the Report.

> Significant & Material Order by any Court
Suit No.01

As a background, the Company had filed an
application for setting aside the Ex parte Decree
dated 15.06.2012 passed by the Hon'ble High
Court of Madras in the matter of Integrated Finance
Company Limited (IFCL). The Hon'ble Court was
pleased to set aside the Exparte Decree by an Order
dated 04.04.2017 upon condition of deposit of Rs 30
lakh with the Court, which the Company has complied
with. The Company has thereafter filed its written
statement and also filed an application for dismissal
of the suit filed by IFCL on the grounds of limitation
and also whether the Suit could be considered as a
“Commercial Suit”.

Prior to deciding on the issue of limitation, the
Hon'ble High Court of Madras declined to entertain
the disputes between the parties as a “Commercial
Suit” as originally argued by IFCL and passed the
order in favour of the Company. Thereafter, IFCL
preferred an appeal against the same order in the
Appellate Bench of the Hon'ble High Court of Madras
where they lost once again. IFCL thereafter filed
an appeal with the Hon'ble Supreme Court. Upon
hearing the matter, the Hon. Supreme Court decided

that the matter was a commercial suit and therefore
the further hearing/s could be conducted at The High
Court of Madras. Accordingly, the matter is now listed
in the High Court of Madras, waiting for a date of
hearing.

Suit No.02

The Company has also filed a suit for an amount of
Rs. 1.93/- cr. together with interest @ 18% against
Integrated Finance Company Limited (IFCL) for loss
of profit.

The order passed by the Appellate Bench of High
Court of Madras in their judgement against the
appeal filed by IFCL (as stated above in the second
para of Suit No. 01) further stated that since the
matter mentioned in Suit No. 02 (the Suit filed by the
Company) is interconnected with Suit No. 01 (the
Suit filed by IFCL), the suits should by heard jointly,
as “civil suits”.

> Risks and area of concern

Adequate measures have been taken to protect the
Company from any potential risks which may affect
the existence of the Company and the Board of
Directors continuously strives to take utmost care to
ensure preservation of interest of all its stakeholders.

> Corporate Governance and Management
Discussion and Analysis Report

The Corporate Governance Report and Management
Discussion and Analysis Report along with the
Auditors' Statement of its compliances are given
separately.

> Related Party Transactions

The information on related party transactions
as required under Rule 8(2) of the Companies
(Accounts) Rules, 2014 in Form AOC-2 is enclosed
as Annexure A to this Report. The Policy on Related
Party Transactions is available on the Company's
website www.garwaremarine.com.

Vide Amendment dated 22nd November, 2021, in
its previous Notification dated November 9, 2021,
Regulation 23 of the SEBI (Listing Obligations
and Disclosure Requirements), Regulations 2015
(‘LODR Regulations'), in the case of Related Party
Transactions of the Company being a “Material
Related Party Transaction” Member's approval was
taken through Special Resolution in the Company's
44^th AGM dated 22^nd September, 2022. In this
regard, a Transaction is considered to be material,
if the transaction(s) to be entered into individually or
taken together with the previous transactions during

the financial year, exceeds Rupees One Thousand
Crore or 10% of the annual consolidated turnover
of the listed entity as per the last audited financial
statement of the listed entity, whichever is lower.

> Secretarial Audit

Pursuant to the Provisions of Section 204 of the
Companies Act, 2013 and the Rules made thereunder,
Mr. Rajkumar R. Tiwari, Practicing Company
Secretary (CP No. 2400) has been re-appointed as
Secretarial Auditor to conduct Secretarial Audit for
the Financial Year 2023-24. The Secretarial Audit
Report for the year ended 31st March, 2024 is
enclosed as Annexure B to this Report. There are no
qualifications in the said report.

During the year under review the Company has
complied with the provisions of the Companies Act,
Rules, Regulations, Guidelines, Standards, etc.
mentioned above.

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

In view of the total shut down of all manufacturing
activities, Statement pursuant to provisions of
Section 134(3)(m) of the Companies Act, 2013 and
Companies (Accounts) Rules, 2014 for Conservation
of Energy, Technology absorption and Foreign
Exchange Earnings and outgo is not applicable.

> Human Resources

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

> Details of Salary of Employees

The information required under Section 197 of the
Companies Act, 2013 read with Rule 5 of Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 in respect of employees of the
Company and Directors is furnished in Annexure C.

> Vigil Mechanism

Pursuant to Section 177(9) and (10) of the
Companies Act, 2013, and Regulation 22 of SEBI
(Listing Obligations and Disclosure Requirements),
Regulations, 2015, the Company has formulated its
Vigil Mechanism, under the Whistle Blower Policy,
for its Directors and employees to report genuine
concerns. The Whistle Blower Policy of the Company
is disclosed on the website of the Company, www.
garwaremarine.com

During the Financial Year ended 31st March, 2024, no
complaint has been received by the Audit Committee
from Director(s) or employee(s) of the Company.

> Corporate Social Responsibility (CSR)

In view of the provisions of Section 135 of the
Companies Act, 2013 and the Rules thereunder, the
Company was not required to make any contribution
towards CSR and thus the required details are “Not
Applicable”.

> Prevention of Sexual Harassment Policy

The Company has constituted a Committee pursuant
to the provisions of ‘The Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal)' Act, 2013 & Rules thereunder. This
Committee has been set up to redress complaints
under sexual harassment. All employees (permanent,
contract and temporary) are covered under the Policy.

During the year under review no complaint was
received by the Committee.

> Acknowledgement

Your Directors express their sincere gratitude to all
the stakeholders of the Company who have stood by
and supported the Company

For and on behalf of Board

Date: 06/08/2024 Aditya A. Garware

Place: Mumbai Chairman