Garware Marine Industries Ltd

GARWARE MARINE INDUSTRIES LIMITED — Closure of Trading Window from 01 October, 2026; the Trading Window shall be opened after passing of 48 hours of conclusion of the Board meeting, in which the un-audited Financial Results for the quarter and six months ended 30 September, 2026 shall be approved.

AGM Details

• Date: 23 September 2026; time 11:30 a.m. to 12:25 p.m.
• Mode: Video Conference under MCA guidelines.
• Record date: 16 September 2026.
• Remote e-voting window: 20 September to 27 September 2026.
• Quorum: 99 members present.
• Scrutinizer: Taher Sapatwala appointed for voting.

Resolutions Put to Vote

• Ordinary: Approve Audited Balance Sheet, P&L, Cash Flow, and related reports.
• Ordinary: Re-appointment of director by rotation (Aditya A. Garware).
• Special: Appointment of Shyamsunder V. Atre as Executive Director for two years from 31 Oct 2026.
• Special: Appointment of Hasan Alibhai Bhinderwala as Non-Executive Independent Director for five years from 12 Aug 2026.
• Note: Re-appointment of Aditya Garware is a related party disclosure.

Voting Results

• Financials resolution: outcome not disclosed in filing.
• Ordinary re-appointment: resolution passed.
• Executive Director appointment: outcome not disclosed.
• Independent Director appointment: outcome not disclosed.

Dividend

• Dividend: No proposal or approval mentioned.

Directors & Management Changes

• Aditya A. Garware re-appointed by rotation per Ordinary Resolution.
• Shyamsunder V. Atre appointed Executive Director.
• Hasan Alibhai Bhinderwala appointed Non-Executive Independent Director.

Auditors

• Statutory auditor present; no new appointment disclosed.

Material Related Party Transactions

• No material related party transactions disclosed.

AGM details

• Date/time/mode: 23 Sep 2026, 11:30 IST; via VC/OAVM.
• Remote e-voting window: 20–22 Sep 2026; cut-off: 16 Sep 2026.

Key resolutions

• Ordinary – adopt audited financial statements for year ended 31 March 2026.
• Ordinary – re-appoint Aditya A. Garware by rotation.
• Special – re-appoint Shyamsunder V. Atre as Executive Director for two years from 31 October 2026.
• Special – appoint Hasan Alibhai Bhinderwala as Non-Executive Independent Director for five years from 12 August 2026.

Voting results

• All resolutions passed with 100% in favour; no dissent.
• Remote e-voting: 2,407,015 votes; AGM e-voting: 18 votes; total 2,407,033.

Director changes

• Aditya A. Garware retires by rotation; re-appointed.
• Shyamsunder V. Atre appointed Executive Director for two-year term from 31 Oct 2026.
• Hasan Alibhai Bhinderwala appointed Non-Executive Independent Director for five years from 12 Aug 2026.

Key AGM outcomes

• 48th AGM held on 23 September 2026 via video conference under MCA guidelines.
• Audited Balance Sheet, P&L and Cash Flow for the year ended 31 March 2026 approved.
• Re-appointment of Aditya A. Garware as Director approved.
• Shyamsunder V. Atre appointed Executive Director for two years from 31 October 2026.
• Hasan Alibhai Bhinderwala appointed Non-Executive Independent Director for five years from 12 August 2026.
• Remote e-voting window runs from 20 September 2026 10:00 to 27 September 2026 17:00.
• Scrutinizer Taher Sapatwala to consolidate votes; results to be declared per law.
• Results and Scrutinizer Report to be placed on the company website and with BSE.

Item 1: CG limit increase

• Special: extend corporate guarantee limit to Rs 50 Cr for GOSL; 72-month tenure; to finance expanded facilities.

Item 2: RPT with GOSL

• Special: approve related party transactions with GOSL including CG up to Rs 50 Cr and 0.75% p.a. commission.

Related party interests & shareholding

• Related parties including GMIL directors are interested; voting restricted for Item 2; no shareholding changes disclosed.

Voting outcome

• Voting outcome not disclosed in this filing excerpt.

Board decision on enhanced guarantee and related party approvals

• Board approved issuing an enhanced Corporate Guarantee on behalf of Garware Offshore Services Limited.
• Guarantee to support enhanced financial facilities for Garware Offshore Services Limited.
• Resolution to exceed earlier limits under Section 185 is subject to member approval.
• Material Related Party Transactions require member approval under Section 188 and Regulation 23 of LODR.
• EGM scheduled for 7 October 2026 to pass the specified resolutions.
• No monetary value disclosed for the enhanced facilities.

AGM Details

• AGM on Sep 23, 2026 at 11:30 AM via VC/OAVM; deemed venue at registered office.
• Remote e-voting window: Sep 20-22, 2026 (10:00 AM–5:00 PM).

Key Resolutions

• Ordinary: Adopt audited financial statements and annual reports.
• Ordinary: Re-appoint director by rotation.
• Special: Re-appoint Executive Director for two years from Oct 31, 2026.
• Special: Appoint Independent Director for five years from Aug 12, 2026.
• Remuneration for Atre: Rs 15.47 L per annum; perquisites as per rules.
• Independent director remuneration: No salary; only sitting fees.

Financial snapshot

• Revenue from operations (total income) Rs 112.55 lakh for FY2025-26.
• PAT Rs 14.72 lakh; total comprehensive loss Rs 759.91 lakh.
• EPS Rs 0.26; dividend declared for 2025-26: none.
• Debt-free; no borrowings.
• Equity share capital Rs 576.62 lakh; 57,66,184 shares.
• FVOCI investment in Garware Offshore Services Ltd Rs 489.00 lakh.

Revenue mix & KPIs

• Revenue from operations Rs 108.36 lakh; other income Rs 4.19 lakh; total Rs 112.55.
• FVOCI investment in Garware Offshore Services Ltd Rs 489.00 lakh.
• No debt; balance sheet shows zero borrowings.
• Weighted average shares for EPS: 57,66,184.

Capital structure & liquidity

• Equity share capital Rs 576.62 lakh; 57,66,184 shares; 93% dematerialised.
• Total equity Rs 1,035.57 lakh; total assets Rs 1,062.41 lakh.
• Debt-free with no borrowings; cash and cash equivalents Rs 1.37 lakh.
• Investment in Garware Offshore Services Ltd (FVOCI): Rs 489.00 lakh.

Governance & board

• Board held five meetings during the year.
• Independent directors: S. Chinai (till 14 Oct 2025), V. Sadarangani, P. Patel, A. Pradhan.
• Audit Committee has 3 members; chair changed to V. D. Sadarangani from 15 Oct 2025.
• Independent Directors' meeting held on 3 Feb 2026; evaluation deemed satisfactory.

Related party transactions

• Material RPT with Garware Offshore Services Ltd; Rs 10 crore corporate guarantee; approved May 2025.
• RPT for use of office premises; five-year term with three-year lock-in; approval Aug 2023.
• Remuneration to KMPs: Atre Rs 15.47 lakh; Shedge Rs 8.60 lakh; Tandel Rs 7.43 lakh.
• RPT policy amended on 2 Feb 2025.

Litigation & risk management

• IFCL suits ongoing; Rs 30 lakh deposit in 2017; case before Madras High Court.
• Chennai EOW notices seeking Rs 3.54 crore; company responded.
• High customer concentration risk; efforts to diversify customers ongoing.

Shareholder information & AGM

• 48th AGM on 23 Sep 2026 via VC/OAVM.
• Remote e-voting window: 20-22 Sep 2026; EVSN 260827002.
• Listing: BSE; Scrip 509563; ISIN INE925D01014; 93% dematerialised.

Independent Director Appointment

• Appointment of Hasan A. Bhinderwala as Independent Director (Additional Director).
• Effective from 12 August 2026 for a five-year term to 11 August 2031.
• Subject to shareholders' approval at ensuing AGM.
• Designation: Non-Executive Independent; not liable to retire by rotation during term.
• Profile: 22+ years in manufacturing, distribution, expansion, and industrial safety netting.
• Not related to any Directors or KMPs.
• Not debarred by SEBI or other authorities.
• Board remains compliant with Companies Act 2013 and SEBI Regulations.
• No other listed entity directorships.

Financial results

• Approved unaudited standalone financial results for the quarter ended 30 June 2026.

Governance disclosures

• Secretarial Audit Report for FY 2025-26 taken on record.
• Draft Directors Report for FY 2025-26 including Corporate Governance and MD&A approved.

Board appointments

• Hasan A. Bhinderwala appointed Additional Independent Director for five years from 12 Aug 2026, subject to approval.

Meetings & notices

• Draft Notice for 48th AGM on 23 September 2026 via video conferencing approved.

Regulatory/Compliance

• Intimation under Reg 30 re Hasan Bhinderwala appointment.