Garware Marine EGM Approves ₹50 Crore Guarantee

Item No. 1: Approval for Corporate Guarantee under Section 185 of Companies Act, 2013

To consider and approve enhancement of corporate guarantee limit from ₹40 Crores to ₹50 Crores
Special resolution required for providing corporate guarantee on behalf of Garware Offshore Services Limited (erstwhile Global Offshore Services Limited)
Garware Offshore Services Limited is an entity with common Directors and Promoters
Guarantee amount: Not exceeding ₹50 Crores (Rupees Fifty Crores only) at any point of time
Previous approved limit: ₹40 Crores (Rupees Forty Crores only)
Guarantee to be provided to a Lender for tenure of up to 72 months (extendable by mutual agreement)
Purpose: Loan utilization by Garware Offshore Services Limited for expansion of principal business activities
Board meeting approval obtained on September 9, 2026
Audit Committee recommended the proposal

Item No. 2: Approval for Material Related Party Transactions with Garware Offshore Services Limited

To consider and approve material related party transactions under Section 188 of Companies Act, 2013 and SEBI LODR Regulations
Special resolution required for:
Providing corporate guarantee up to ₹50 Crores (enhanced from ₹40 Crores)
Charging guarantee commission @ up to 0.75% p.a. plus applicable GST
Nature of transaction: Corporate guarantee of ₹45.34 Crores (up to ₹50 Crores) to Kotak Mahindra Bank
Financial facilities covered:
Existing Term Loan: ₹31.45 Crores (for vessel Mahanadi purchase)
Other existing facilities: ₹7.37 Crores
Additional Term Loan: ₹7.00 Crores (for drydocking charges of vessel Mahanadi)
Overdraft Facility: ₹3.00 Crores (newly applied)
Total facilities: ₹48.82 Crores
Tenure: Up to 72 months, extendable by mutual consent
Transaction represents more than 10% of company's annual turnover

Garware Offshore Services Limited is a major customer providing majority of company's revenue
Company provides ship repair services to Garware Offshore Services Limited "round the clock"
Expansion of Garware Offshore's fleet expected to increase repair services and company's profitability
Company will earn commission from issuance of corporate guarantee
Transaction conducted at arm's length basis

Directors/Promoters with interest in both companies:

Mr. Aditya A. Garware (Non-Executive Chairman of GMIL, Chairman/MD/Promoter of GOSL)
Mrs. Shefali S. Bajaj (Non-Executive Director of GMIL, Promoter of GOSL)
Mrs. Maneesha S. Shah (Promoter of GMIL, Non-Executive Director/Promoter of GOSL)

None of the Independent Directors or Key Managerial Personnel have any interest in the resolution except to the extent of their shareholding.