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Year End :2024-03

Your Directors have pleasure in presenting the Forty-Seventh (47th) Annual Report along with Audited Financial Statements of the Company for the financial year ended 31st March, 2024.

O FINANCIAL SUMMARY:

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Particulars	Standalone		Consolidated
	Year ended 2023-2024	Year ended 2022-2023	Year ended 2023-2024	Year ended 2022-2023
Revenue from Operations	1,27,992.34	1,25,361.68	1,32,561.06	1,30,554.85
Other Income	4,269.99	2,785.22	4,319.01	2,790.48
Total Income	1,32,262.33	1,28,146.90	1,36,880.07	1,33,345.33
Profit subject to
Depreciation & Taxation	28,344.17	22,895.38	29,759.57	24,548.58
Less: Depreciation and	2,576.99	2,223.76	2,588.16	2,230.75
Amortisation Expenses
Profit Before Tax	25,767.18	20,671.62	27,171.41	22,317.83
Less: Tax Expenses
Current Tax	5,622.04	5,062.80	5,893.72	5,397.32
Deferred Tax	459.79	(298.19)	459.80	(299.46)
Adjustment for Short
Provision of Earlier Year	-	-	(0.15)	-
	6,081.83	4,764.61	6,353.37	5,097.86
Profit After Tax	19,685.35	15,907.01	20,818.04	17,219.97
Share of (Profit)/Loss
from Investment in
Associates & Join Venture	-	-	0.83	-
Profit for the year	1,96,685.35	15,907.01	20,818.87	17,219.97

2023 - 2024 - THE YEAR UNDER REVIEW:

During the year under review, your Company recorded impressive performance maintaining its record of consistence growth.

Your Company recorded standalone revenue of ' 1,279.92 crore for the year ended 31st March, 2024, an increase of 2.10% over the previous year's standalone revenue of ' 1,253.62 crores.

Domestic Sales amounted to ' 526.12 crores, and the Export Sales amounted to ' 753.80 crores for the year ended 31st March, 2024, on standalone basis. Your Company earned consolidated revenue of ' 1,325.61 crores for the year ended 31st March, 2024, an increase of 1.54% over the previous year's consolidated revenue of ' 1,305.55 crores.

Standalone Profit Before Tax is ' 257.67 crores against ' 206.72 crores of the previous year. Consolidated Profit Before Tax is ' 271.71 crores against ' 223.18 crores of the previous year.

OPERATIONS:

The operations of the Company are elaborated in the annexed "Management Discussion and Analysis Report".

SUBSIDIARIES AND ASSOCIATE:

Garware Technical Fibres USA INC. ("GTF USA INC"), is a Wholly Owned Subsidiary of your Company incorporated in the State of Washington, United State of America. GTF USA INC is engaged in the business of sale and supply of the products to technical textile industry in USA markets. GTF USA INC recorded revenue of ' 135.01 crores and earned net profit of ' 5.68 crores for the year ended 31st March, 2024, as compared to revenue of ' 163.66 crores and earned net profit of ' 6.51 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 the products to technical textile industry in Chile markets, GTF Chile SpA recorded revenue of ' 114.23 crores and earned net profit of ' 3,21 crores for the year ended 31st March, 2024, as compared to revenue of ' 123,15 crores and earned net profit of ' 4,30 crores during the previous year,

Garware Technical Textile Private Limited ("GTTPL”), is a Wholly Owned Subsidiary of your Company incorporated in India, GTTPL has commenced the business of manufacture and supply of ropes and cordage product during the year under review, GTTPL recorded revenue of ' 8,79 lakhs and net loss of ' 9,09 lakhs for the year ended 31st March, 2024,

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,

Your Company does not have any material Subsidiary,

Garware Meditech Private Limited (“GMPL”) is an associate of your Company incorporated in India and presently not having any business activity,

TP Bhaskar Renewables Limited, (“TPBRL”) is an Indian Company, operates a solar power plant under captive power arrangement, Pursuant to the Agreement entered with TPBRL, the Company has subscribed 45,01,371 equity shares of TPBRL, representing TPBRL's 26% of equity share capital for a total consideration of ' 450,14 lakhs, The Company utilizes the power generated by TPBRL’s from its solar power plant, up to the contracted capacity of 8,5 MW, to partially meet its energy requirements, on captive basis in accordance with the provision of the Electricity Act, The Company has accounted its investment in TPBRL as an associate effective from 19th May, 2023,

Pursuant to provisions of 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 forms 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 laying of the Company's Standalone Financial Statement,

The Annual Report of the Company inter alia contains the Standalone Audited Financial Statement of the Company and 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 and the insignificant variability of its returns, it has been concluded that the Company does not have 'control' over Garware Technical Fibres Foundation, and therefore, it has not been consolidated alongwith 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 #investorsmenu,

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 propose to transfer an amount of ' 100/- crores out of retained earnings of the Company to the General Reserves,

BUY-BACK OF EQUITY SHARES:

Your Board of Directors at its meeting held on

29th January, 2024 has approved the buyback of 5,25,000 equity shares of the Company of face value of ' 10/- each representing 2.58% of the Equity Shares in the then existing total equity paid-up capital of the Company, from all Eligible Shareholders on a proportionate basis, through the' Tender Offer' process, at a price of ' 3,800/- per equity share, payable in cash, for an aggregate maximum amount of ' INR 199,50,00,000/- excluding transaction cost, pursuant to the provisions of the SEBI (Buyback of Securities) Regulations, 2018 and the Companies Act, 2013.

In this regard, the Board of Directors of the Company had also approved the Notice of Postal Ballot dated 29th January, 2024, for seeking the approval of Members of the Company by way of Special Resolution for buyback of equity shares of the Company.

The Special Resolutions as contained in the Notice of Postal Ballot dated 29th January, 2024 was passed with the requisite majority.

Pursuant to the issuance of Letter of Offer, tender period for buy-back was opened on 1st April, 2024 and closed on 5th April, 2024.

Your Company bought back 5,25,200 equity shares of the Company of face value of ' 10/- each from all Eligible Shareholders, who tendered the shares on a proportionate basis and extinguished the same on 25th April, 2024. The total paid up capital of your Company stands reduced from ' 20,37,81,690/-divided into 2,03,78,169 equity shares of face value of ' 10/- each to ' 19,85,31,690/- divided into 1,98,53,169 equity shares of face value of ' 10/- each post extinguishment of the said 5,25,000 equity shares of the Company. The Buyback resulted in a cash outflow of ' 199.50 crores (excluding transaction costs). The Company funded the Buyback from its free reserves.

In accordance with Section 69 of the Companies Act, 2013, the Company has created capital redemption reserve of ' 52.50 lakhs equal to the nominal value of the shares bought back as an appropriation from general reserves.

DIVIDEND:

Your Directors, after taking into account, the various provisions of Dividend Distribution Policy of the Company, have recommended a Dividend of ' 3.00 per share (30%) on the subscribed capital consisting of 1,98,53,169 Equity Shares of ' 10/-each, of the Company, for your consideration and approval at ensuing Annual General Meeting for the Financial Year 2023-24. The total proposed dividend for the year would absorb an amount of ' 5,95,59,507/-.

Pursuant to the provisions of Income-tax Act, 1961 as

amended, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, make the payment of the final dividend after deduction of tax at source as per the applicable statutory provisions.

The Dividend as recommend 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/d ividend-distribution-policy/.

DEPOSITS:

During the year under review, your Company has neither accepted nor renewed any deposit within the meaning of Sections 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, 2024.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION:

There were no material changes and commitments, affecting the financial position of the Company occurred between the end of the Financial Year of the Company i.e. 31st March, 2024 and the date of this Directors' Report i.e. 27th May, 2024.

DIRECTORS AND KEY MANAGERIAL

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PERSONNEL:

The Board of your Company is duly constituted in compliance with the requirements of the Companies Act, 2013 read with the SEBI (Listing Obligation 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.

Details regarding Ms, Mayuri Vayu 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 Forty-Seventh (47th) Annual General Meeting of the Company, which forms an integral part of this Report,

During the year under review, the Board of Directors, at its meeting held on 14th August, 2023, approved the appointment of Mr, Shashank Gupta in the designation of Chief Financial Officer (Key Managerial Personnel) of the Company w,e,f, 15th August, 2023 based on the re-commendation of the Nomination and Remuneration Committee and approval of the Audit Committee of the Board in place of Mr, Dhwanee Buch, who ceased to hold the position of Chief Financial Officer (Key Managerial Personnel) of the Company with effect from 15th August, 2023,

The Members of the Company vide Postal Ballot Notice dated 29th January, 2024, had passed the Special Resolution for continuing the appointment of Mr, Shrikant Pandharinath Kulkarni (DIN: 00006914), who will attain the age of 75 years on 13 th August, 2024, as Non-Executive Independent Director of the Company to hold the office for the remaining term of his re-appointment i,e,, upto 23rd September, 2024, pursuant to the provisions of Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, The Members of the Company, vide Postal Ballot Notice dated 29th January, 2024, had passed the Special Resolution approving the appointment Mr, Anil Sadashiv Wagle (DIN 03403801) as Non-Executive Independent Director of the Company to hold the office for a term of five (05) consecutive years with effect from 30th January, 2024 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 Director, Mr, Anil Sadashiv Wagle, will not be liable to retire by rotation,

Mr, Ramesh Manjanath Telang (DIN: 00092103) has tendered his resignation as Non-Executive Independent Director of the Company w,e,f, the close of business hours on 30th January, 2024, on account

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, 2024, the applicable Accounting Standards have been followed and there are no material departures;

2. For the Financial Year ended 31st March, 2024, 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, 2024 and of the Profit and Loss of the Company for the year ended 31st March, 2024;

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 & Remuneration Committee of the Board had laid down comprehensive framework including the criteria for evaluation of performance of the Board as a whole and 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 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 Monday, 29th January, 2024, 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 Executive Director and Non-Executive Directors;

iii. Assess the quality, quantity and timeliness of 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 four (04) 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 Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee and Risk Management 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 45th Annual General Meeting till the conclusion of 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 in the Company by its officer and employees under Section 143(12) of the Companies Act, 2013,

2. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s, SVD & Associates, Company Secretaries as Secretarial Auditor for the year ended 31st March, 2024,

The Secretarial Auditor has submitted its Report in Form No, MR-3 for the Financial Year ended on 31st March, 2024 and the same as set out in “Annexure 1”, forms an integral part of the Directors' Report, There are no qualifications, reservations or adverse remarks or disclaimers made in the Secretarial Audit Report,

3. COST AUDIT :

The Company made and maintained the Cost Accounting Records under Section 148 of the Companies Act, 2013 for the Financial Year 2023-24, M/s, Joshi Apte & Associates, Cost Accountants, (Firm Registration No, 000240), were appointed as Cost Auditor for conducting audit of Cost Accounting Records maintained by the Company, for the Financial Year 2023-24,

The Audit Report for the Cost Accounting records maintained by the Company for the Financial Year 2023-24, 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, (Firm Registration No, 000240), were re-appointed as Cost Auditor for conducting an audit of Cost Accounting Records maintained by the Company, for the Financial Year 2024-25,

A resolution proposing ratification of the remuneration of the said Cost Auditors' for the Financial Year ended 31st March, 2024, forms part of the Notice of the Forty-Seventh (47th) Annual General Meeting of the Company as Special Business by way of Ordinary Resolution,

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Details of loans and guarantees given and investments made during the Financial Year

2023-24, 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 Financial Statements, which forms an integral part of this Report,

RELATED PARTY TRANSACTIONS:

All the transactions with Related Parties entered during the Financial Year 2023-24 by the Company, were in the ordinary course of business and on arm's length basis,

There were no Material Related Party Transaction(s) made with the 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,

Omnibus approval of Audit Committee was obtained for the year for transactions which were of 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,

Internal Financial Controls laid down by your Company with reference to the Financial Statements are adequate, operating effectively and commensurate to the size, scale of operations and nature of business of the Company,

a 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 recommendation of Nomination & Remuneration Committee of the Board,

The salient aspects covered in the Policy have been outlined in the Corporate Governance Report, which forms 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/remuneration-policy/.

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 minimizing / 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 o f Ri sk Ma nag eme nt Co m m i tt ee h ave b ee n 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 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”.

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 of 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 SUSTAINABILITY 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 separate section, which forms an integral part of this Report.

OTHER DISCLOSURES:

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 Insolvency and Bankruptcy Code, 2016 against the Company during the Financial Year 2023-24.

SECRETARIAL STANDARDS:

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India ("ICSI") and approved 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, V. R. GARWARE

Pune Chairman & Managing Director

27th May, 2024 DIN 00092201