Directors Report of Gretex Industries Ltd.

Mar 31, 2026

The Board of Directors (" Board") is pleased to present the Seventeenth (17^th) Annual Report of Gretex Industries
Limited ("Company") along with audited Standalone and Consolidated financial statements, for the financial
year ended March 31, 2026.

1. Financial Performance

The Standalone and Consolidated financial statements of the Company are prepared in accordance with
the applicable provisions of the Companies Act, 2013 (the "Act") including Indian Accounting Standards
("Ind AS") as specified in Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules,
2015 and amendments thereof. The standalone and consolidated financial highlights of the Company for
the financial year ended March 31, 2026 are summarized below for ease of reference for the Members.

Particulars	Standalone		Consolidated
	FY 2025-26	FY 2024-25	FY 2025-26	FY 2024-25
Gross income	5,229.23	3,604.83	5,705.86	4,000.07
Profit before depreciation, amortisation and impairment expense, finance costs and tax	164.44	381.34	240.14	384.53
expenses
Less: Depreciation, amortisation and impairment expense	48.89	25.12	84.99	40.73
Finance costs	28.37	56.64	26.45	50.56
Profit before exceptional item and tax	87.18	299.58	128.70	293.24
Exceptional item	-	-	-	-
Profit before tax	87.18	299.58	128.70	293.24
Current tax	(3.98)	(45.17)	25.55	41.68
Deferred tax	(59.51)	24.82	(43.66)	22.30
Tax adjustments of earlier years (net)	-	-	(3.61)	(67.58)
Net Profit after tax but before share in profit of an associate	150.67	319.92	150.42	296.85
Add: Share in profit of an associate	-	-	0.00	-
Net Profit after tax and share in profit of an associate	-	-	150.42	296.85
Other Comprehensive Income	0.41	4.52	0.41	4.52
Total Comprehensive Income	151.08	324.44	150.83	301.37
Net Profit Attributable to
Owners of the Company	-	-	147.22	289.99
Non-Controlling Interests	-	-	3.19	7.41
Total Comprehensive Income Attributable to
Owners of the Company	-	-	147.64	293.95
Non-Controlling Interests	-	-	3.19	7.41

2. State of Company''s Affairs

Key highlights of Standalone Financial Performance

On a standalone basis, the Company''s gross income stood at C 5,229.23 Lakhs for the financial year ended
March 31, 2026 as compared to C 3,604.83 Lakhs in the previous year, registering an increase of 45.06%.
The profit before tax for the financial year ended March 31, 2026 decreased to C 87.18 Lakhs, reflecting a
dip of 70.90% from C 299.58 Lakhs in the previous year. The profit after tax during the year under review
decreased to C 150.67 Lakhs from C 319.92 Lakhs, registering a decline of 52.90% over the previous year.

Key highlights of Consolidated Financial
Performance

The consolidated gross income stood at C 5,705.86
Lakhs for the financial year ended March 31, 2026
as compared to C 4,000.07 Lakhs in the previous
year, registering an increase of 42.64%. The profit
before tax for the financial year ended March 31,
2026 decreased to C 128.70 Lakhs, reflecting a
dip of 56.11% from C 293.24 Lakhs in the previous
year. The profit after tax during the year under
review decreased to C 150.42 Lakhs from C 296.85
Lakhs, registering a decrease of 49.33% over the
previous year.

3. Changes in the nature of business

During the financial year FY 2025-26, there has
been no change in the nature of business of
the company.

4. Performance of the Company

The company delivered a standout FY2025-26,
recording its highest-ever revenue from operations
driven by strong performance in its core business
of wholesale and retail distribution of branded
musical instruments. Anchored by long-standing
relationships with globally renowned principals
such as Yamaha and D''Addario, and supported
by an expanding pan-India distribution network,
the Company capitalised on structural tailwinds
including rising disposable incomes and growing
consumer interest in music. The year also saw a
strategic capital raise that materially strengthened
the company''s balance sheet, enhancing its
financial flexibility for the next phase of growth.

5. Share Capital

During the year under review, FY 2025-26
Authorised Equity Share Capital C 18,00,00,000.00
(Rupees Eighteen Crore Only) divided into
1,80,00,000 (One Crore Eighty lakh only) Equity
Shares of face value C 10.00 (Rupees Ten Only).

During the Financial Year 2025-26, the Company,
by way of Preferential Issue has alloted 6,91,500
(Six Lakh Ninety-one Thousand and Five Hundred)
Equity Shares having a face value of C 10 each
at a price of C 236/- (Rupees Two Hundred and
Thirty-Six) per Equity Share (including a premium
of C 226/- per Equity Share), aggregating up
to C 16,31,94,000/- (Rupees Sixteen Crore Thirty-
One Lakh Ninety-Four Thousand Only) and
13,64,410 (Thirteen Lakhs Sixty-Four Thousands
Four Hundred and Ten) fully convertible warrants
("Warrants”) at a price of C 236/- (Rupees Two
Hundred and Thirty-Six) per Warrant (including
a premium of C 226/- per Warrant), aggregating

up to C 32,20,00,760/- (Rupees Thirty-Two Crore
Twenty Lakh Seven Hundred and Sixty Only);
an amount equivalent to 25% (twenty-five
percent) of the price of each Warrant received on
allotment of warrant and the balance 75% shall
be received on conversion of such warrants into
Equity shares.

All the aforesaid Equity Shares rank pari-passu
in all respects with the existing Equity Shares of
the Company.

Accordingly, as on 31^st March 2026, the Issued,
Subscribed and Paid-up Equity Share Capital of
the Company stands at C 15,50,60,000/- (Rupees
Fifteen Crore fifty lakh and sixty thousand Only)
divided into 1,55,06,000 (One Crore Fifty-five
lakhs and six thousand only) Equity Shares of face
value C 10.00 (Rupees Ten Only).

6. Reserves

During the year under review, the Company
has not transferred any amount to the General
Reserve. Complete details regarding the
movement in Reserves and Surplus are provided
in the Statement of Changes in Equity, which
forms a part of this Report.

7. Dividend

During the year under review, the Board of
Directors do not recommend any dividend
in order to strengthen the net worth of the
Company by retaining the available surplus for
the year ending March 31, 2026.

8. Directors And Key Managerial
Personnels

Board Of Directors

As on March 31, 2026, the Board of the Company
comprised Five (5) Directors -

Sr. No.	Name	Designation	DIN
1.	Mr. Arvind Harlalka	Managing Director	00494136
2.	Mr. Vishal Arora	Executive Director 07558718
3.	Mr. Alok Harlalka	Non-Executive Director	02486575
4.	Ms. Rajkumari Harlalka*	Non-Executive Director	03519046
5.	Mr. Vivek Khandelwal	Independent Director	10692197
6.	Mr. Vikash Kumar Agarwal**	Independent Director	08417797
7.	Ms. Priyanka Kirtikumar Marvania#	Independent Director	11676606

‘During the financial year under review, pursuant to
the resolution passed by the Board of Directors and
in compliance with the applicable provisions of the
Companies Act, 2013 and other applicable laws, if any, the
designation of Ms. Rajkumari Harlalka (DIN: 03519046)
was changed from Managing Director to Non-Executive
Director of the Company with effect from November 18,
2025. Subsequently, she resigned from the position of
Non-Executive Director of the Company with effect from
May 04, 2026.

**Mr. Vikash Kumar Agarwal resigned w.e.f May 04, 2026.

# Ms. Priyanka Kirtikumar Marvania appointed w.e.f May
04, 2026.

In accordance with the applicable provisions
of section 152 of the Act, Mr. Vishal Arora (DIN:
07558718), being the longest in office since
his last appointment, retires by rotation at the
ensuing AGM of the Company. Being eligible,
Mr. Vishal Arora has offered himself for re¬
appointment as a director.

Key Managerial Personnel

In terms of the provisions of the Act the following
were the Key Management / Managerial
Personnel of the Company:

Sr. No.	Key Managerial Personnel Designation
1	Mr. Arvind Harlalka	Managing Director
2.	Mr. Pradeep Mertia	Chief Financial Officer
3.	Ms. Neeti Dubey	Company Secretary and Compliance Officer

Declaration by Independent Directors

The Company has received necessary declarations
from all the Independent Directors pursuant to
the provisions of Section 149 of the Companies
Act, 2013 ("the Act”) read with the Rules framed
thereunder and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015
("SEBI Listing Regulations”), confirming that they
meet the criteria of independence as prescribed
under the Act and the SEBI Listing Regulations.
The Independent Directors have also confirmed
their adherence to the Code for Independent
Directors as prescribed under Schedule IV of
the Act.

Further, in terms of Regulation 25(8) of the SEBI
Listing Regulations, the Independent Directors
have confirmed that they are not aware of any
circumstances or situations which exist or may
reasonably be anticipated that could impair or
impact their ability to discharge their duties with
an objective and independent judgment.

In accordance with the provisions of Section 150
of the Act read with Rule 6 of the Companies
(Appointment and Qualification of Directors)

Rules, 2014, the Independent Directors have
confirmed that they are registered with the
databank maintained by the Indian Institute of
Corporate Affairs (IICA) and that their registrations
are valid and active. They have also confirmed
compliance with the applicable requirements
relating to the online proficiency self-assessment
test conducted by IICA.

Based on the declarations received and upon
due assessment of their veracity, the Board
is of the opinion that all the Independent
Directors are persons of integrity, possess the
requisite expertise, experience and proficiency,
and fulfil the conditions of independence as
specified under the Act and the SEBI Listing
Regulations. The Board further confirms that
the Independent Directors are independent of
the management and that there has been no
change in the circumstances affecting their
status as Independent Directors during the year
under review.

During the financial year under review, the
Independent Directors did not have any
pecuniary relationship or transactions with the
Company, other than those disclosed in the
Report on Corporate Governance forming part of
this Annual Report.

The Company has also adopted a Code of
Conduct for its Directors and Senior Management
Personnel in accordance with the provisions of
the Act and the SEBI Listing Regulations. All the
Directors and Senior Management Personnel
have affirmed compliance with the said Code for
the financial year under review.

Board Meetings

During the financial year 2025-26, the Board
met 6 (Six) times. The interval between two
(2) consecutive meetings were well within the
maximum gap of one hundred and twenty (120)
days as prescribed under Section 173(1) of the
Act. The Board meetings are usually held at the
registered office of the Company in Kolkata.
As permitted under Section 173(2) of the Act
read with Rule 3 of the Companies (Meetings of
Board and its Powers) Rules, 2014, the facility
to participate in the meetings through video
conferencing is also made available to the
Board members.

Applicability of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015

The Company''s equity shares are listed on
Emerge Platform of NSE. In terms of Regulation
15(2) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the

provisions of Regulations 17, 17A, 18, 19, 20, 21,
22, 23, 24, 24A, 25, 26 and 27 and clauses (b) to
(i) of sub-regulation (2) of Regulation 46 and Para
C, D and E of Schedule V relating to corporate
governance are NOT applicable to the Company.

Accordingly, a separate Corporate Governance
Report does not form part of this Annual Report.
The Company has, however, endeavoured to
adopt good corporate governance practices
voluntarily in the interest of all stakeholders.

							% of	Attendance
Name of the Director	20.05.2025	26.07.2025	12.08.2025	11.11.2025 09.01.2026 27.02.2026			Attendance of the directors	at last ACM held on 19/08/2025
Mr. Alok Harlalka	V	V	V	V	V	V	100	No
Ms. Rajkumari Harlalka	V	V	V	X	V	V	83.33	No
Mr. Vivek Khandelwal	V	V	V	V	V	V	100	Yes
Mr. Vikash Kumar Agarwal	V	V	V	X	V	V	83.33	Yes
Mr. Arvind Harlalka	V	V	V	V	V	V	100	Yes
Mr. Vishal Arora	V	V	V	V	V	V	100	Yes
Overall attendance at the meeting (in %)	100	100	100	66.67	100	100

Meeting of Independent Directors

The meeting of the Independent Directors of the
Company was held on January 09,2026 without
the presence of non-independent directors
and members of the Management. During this
meeting, the independent directors reviewed the
performance of non-independent directors, the
Chairman and various Committees of the Board.
They also assessed the quality, quantity and
timeliness of the flow of information between the
Management and the Board, while evaluating
progress on the recommendations made during
the previous year.

The Independent directors expressed their
satisfaction regarding the overall functioning of
the Board and its Committees for the financial
year 2025-26.

Board Committee

The Board committees have been constituted to
deal with specific areas/activities as mandated
by applicable rules and regulations and/or as
delegated by the Board, which need a closer
review. The terms of reference of the committees
as approved by the Board define their scope,
powers and responsibilities.

The terms of reference of the committees are in
line with the applicable provisions of the Act and
the rules made thereunder.

As on March 31, 2026, the Board has five (5)
committees, the details of which are given below.
These committees monitor the activities as

per the scope defined in their respective terms
of reference, which are reviewed annually by
the Board.

A. Audit Committee

B. Nomination and Remuneration Committee

C. Stakeholders Relationship Committee.

D. Corporate Social Responsibility Committee

E. Management Committee

The Details of all committee along with their

composition and number of meetings held for

respective Committees are as follows:

A. Audit Committee

As on March 31, 2026, the audit committee
consisted of three (3) Members out of which
two are Non-Executive Independent Directors
thereby meeting the requirements of Section
177 of the Act. Since the company is SME
Listed Company regulation 18 of LODR is not
applicable. All the members of the Committee
are financially literate and have accounting and
financial management expertise.

The Company Secretary of the Company acts as
the Secretary to the Committee. The meetings of
the audit committee are also attended by the Chief
Financial Officer. Additionally, the representatives
of the internal auditors and the statutory auditors
are invited to attend these meetings to take
the members through the internal audit report,
financial results and observations, if any.

Composition, Name of Members, Chairperson,
Meetings & Attendance during the year

The audit committee met Four (4) times during the financial year 2025-26. The details of attendance of
the members at these meetings are provided below:

			Number of Board Meetings Held				% of
Name of the Members	Position	Category	20/05/25 12/08/25		11/11/25 09/01/26		Attendance of the directors
Mr. Vivek Khadelwal	Chairman	Non - Executive, Independent	V	V	V	V	100
Mr. Arvind Harlalka	Member	Managing Director	V	V	V	V	100
Mr. Vikash Kumar Agarwal	Member	Non - Executive, Independent	V	V	V	V	100
Overall attendance at the meeting (in %)			100	100	100	100

V - In attendance
X - Leave of Absence

The required quorum was present at all the audit committee meetings and the gap between two (2)
consecutive meetings did not exceed a period of one hundred and twenty (120) days.

B. Nomination & Remuneration Committee

The Board of Directors of the Company has constituted a Nomination & Remuneration Committee, as per
the provisions of Section 178 of the Companies Act, 2013, with the object of to recommend / review the
remuneration of Managing Directors / Whole-time Directors. The remuneration policy of the Company
is directed towards rewarding performance and attracting new talents / retaining them. While deciding
the remuneration, the Committee considers the financial position of the Company, trend in the Industry,
Appointee''s qualification, experience, past performance, past remuneration etc.

Composition, Name of Members, Meeting & Attendance during the year

As on March 31, 2026, the Nomination and Remuneration Committee (the “NRC”) consisted of three (3)
members, of whom two (2) are independent directors.

The NRC met twice (2) during the financial year 2025-26. The details of attendance of the members at
these meetings are provided below:

Name of the Members	Position	Category	Number of Board Meetings Held		% of Attendance of the directors
			20/05/25	11/11/25
Mr. Vivek Khandelwal	Chairman	Non - Executive, Independent	V	V	100
Mr. Alok Harlalka	Member	Non - Executive Director	V	V	100
Mr. Vikash Kumar Agarwal	Member	Non - Executive, Independent	V	V	100
Overall attendance at the			100	100
meeting (in %)

V - In attendance
X - Leave of Absence

Nomination and Remuneration Policy

Pursuant to Section 178(3) of the Companies Act, 2013 read with Section 134(3)(e) thereof, the
Nomination and Remuneration Committee has formulated and the Board has adopted a Nomination
and Remuneration Policy covering: (a) criteria for determining qualifications, positive attributes and
independence of a Director; and (b) policy on remuneration for Directors, Key Managerial Personnel and
other employees. The Policy is available on the Company''s website at https://www.gretexindustries.com.
The Board affirms that the remuneration paid to Directors, KMP and employees is in accordance with the
Nomination and Remuneration Policy of the Company.

C. Stakeholders Relationship Committee

As on March 31, 2026, the Stakeholders'' Relationship Committee (the "SRC”) consisted of three (3)
members, of whom two (2) are independent directors. The composition complies with the requirements
of Section 178 of the Act read with rules made thereunder.

The SRC met once (1) time during the financial year 2025-26. The details of attendance of the members at
these meetings are provided below:

Name of the Members	Position	Category	Number of Board Meetings Held	% of Attendance of the directors
			09/01/26
Mr. Vivek Khandelwal	Chairman	Non - Executive, Independent	V	100
Mr. Arvind Harlalka	Member	Managing Director	V	100
Mr. Vikash Kumar Agarwal	Member	Non - Executive, Independent	V	100
Overall attendance at the meeting (in %)			100

V - in attendance
X - Leave of Absence

The Company Secretary also acts as the Compliance Officer and the Secretary to the SRC.

D. Corporate Social Responsibility Committee

As on March 31, 2026, the Corporate Social Responsibility Committee (the "CSR”) consisted of three (3)
members, of whom one (1) is independent director. The composition complies with the requirements of
Section 135 of the Act read with rules made thereunder.

The Committee met once (1) during the financial year 2025-26. The details of attendance of the members
at these meetings are provided below:

Name of the Members	Position	Category	Number of Board Meetings Held	% of Attendance of the directors
			09/01/26
Mr. Arvind Harlalka	Chairman	Managing Director	V	100
Ms. Rajkumari Harlalka	Member	Non-Executive Director	V	100
Mr. Vikash Kumar Agarwal	Member	Non - Executive, Independent	V	100
Overall attendance at the meeting (in %)			100

V - In attendance
X - Leave of Absence

E. Management Committee

As on March 31, 2026, the Management Committee consisted of three (3) members. The composition of
the committee is provided below:

Name of the Members	Position	Category	Number of Board Meetings Held	% of Attendance of the directors
			27/10/25
Mr. Arvind Harlalka	Chairman	Managing Director	V	100
Ms. Rajkumari Harlalka	Member	Non-Executive Director	V	100
Mr. Alok Harlalka	Member	Non - Executive Director	V	100
Overall attendance at the meeting (in %)			100

Evaluation of Board of Directors

The Board of Directors has carried out an annual
performance evaluation of its own functioning,
as well as that of its committees and individual
Directors, including the Independent Directors
and the Chairman, in accordance with the
provisions of the Companies Act, 2013 and the
applicable Listing Regulations.

The evaluation process was conducted through
a structured questionnaire designed to assess
various aspects of the Board''s performance, inter
alia, including the adequacy of time devoted to
strategic matters, effectiveness of governance
practices, role in fostering corporate culture
and values, and discharge of key responsibilities
and obligations. The evaluation was based on
responses received from the Directors.

The performance of the Committees was
evaluated on parameters such as their
composition and structure, attendance and
active participation of members, effectiveness
in discharging functions as per their terms of
reference and applicable regulatory requirements,
adequacy of time allocated for meetings, quality
and timeliness of agenda papers and minutes,
depth of deliberations, and effectiveness of
recommendations made to the Board.

The outcome of the evaluation was discussed
by the Board, the respective Committee
Chairpersons, and individual Directors. The
evaluation reflected a high level of commitment
and engagement by the Board, its committees,
and the senior leadership team. It was noted
that the Board operates with a strong degree
of independence, maintains high standards of
governance, and remains committed to creating
sustainable value for all stakeholders. The Board
meetings were observed to be well-structured
and effectively conducted, with Committees
functioning efficiently within their respective
areas of oversight, including governance and
internal controls.

Directors Responsibility Statement

Pursuant to Section 134(3)(c) read with Section
134(5) of the Act with respect to Directors''
Responsibility Statement, the Directors hereby
state and confirm that:

(a) in the preparation of the annual accounts,
the applicable accounting standards had
been followed along with proper explanation
relating to material departures;

(b) the Directors had 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 profit and loss of the company for
that period;

(c) the Directors had taken proper and sufficient
care for the maintenance of adequate
accounting records in accordance with the
provisions of this Act for safeguarding the
assets of the company and for preventing
and detecting fraud and other irregularities;

(d) the Directors had prepared the annual
accounts on a going concern basis; and

(e) the Directors, in the case of a listed company,
had laid down internal financial controls to
be followed by the company and that such
internal financial controls are adequate and
were operating effectively.

Prevention of Insider Trading Code

The Company has adopted a Code of Conduct
for Prevention of Insider Trading with a view to
regulate trading in securities by the Directors
and designated employees of the Company. The
Code requires pre-clearance for dealing in the
Company''s shares and prohibits the purchase
or sale of Company shares by the Directors and
the designated employees while in possession
of unpublished price sensitive information in
relation to the Company and during the period
when the Trading Window is closed. The Board is
responsible for implementation of the Code.

All Board of Directors and the designated
employees have confirmed compliance with
the Code.

9. Subsidiary, Joint Venture and Associate
Companies

During the year under review the company has
eight (8) subsidiary companies:

Sl No.	Name of Subsidiary	Percentage(%) of shareholding
a.	Gretex EZ Properties LLP	99.99%
b.	Gretex Gem and Jewellery LLP	98%
c.	Gretex Aran Properties LLP	98%
d.	Gretex Music Room LLP (Proposed Subsidiary)	98%
e.	Sunview Nirman Private Limited	88%
f.	Gretex RS Properties LLP	75.30%
g.	Gretex Audiotech LLP	66%
h.	Gretex Music Ecosystem Private Limited	51%

A comprehensive report on the performance
and financial position of each of the subsidiaries
and associate company is included in the
consolidated financial statements. Additionally,
a statement containing the salient features of
the financial statements of the subsidiaries and
associate company is provided in Form AOC-1,
as Annexure I which forms part of the Annual
Report for the financial year 2025-26.

The policy for determining material subsidiary
is available on the website of the Company at
https://www.gretexindustries.com/wp-content/
uploads/2025/05/Policy-for-Determining-
Material-Subsidiary.pdf

Companies which became Subsidiaries during
FY 2025-26

Pursuant to Rule 8(5)(iv) of the Companies
(Accounts) Rules, 2014, the following companies
became subsidiaries of the Company during
FY 7075-76:

Sl No.	Name of Subsidiary	Percentage(%) of shareholding
(i)	Gretex Aran Properties LLP, incorporated / acquired with effect from March 12, 2026	98%
(iii)	Gretex Music Room LLP, incorporated on March 16, 2026	98%
(iv)	Gretex Gems and Jewellery LLP incorporated on January 05, 2026	98%
(ii)	Gretex Music Ecosystem Private Limited, incorporated on March 10, 2026	51%

No company ceased to be a subsidiary, associate
or joint venture of the Company during FY 2025¬
26.

10. Auditors:

A. Statutory Auditor:

M/s. Jay Gupta & Associates, Chartered
Accountants (FRN: 329001E), the erstwhile
Statutory Auditors of the Company, completed
their tenure of 10 (ten) consecutive years as
Statutory Auditors of the Company at the
conclusion of the 16^th Annual General Meeting
held on August 19, 2025, in accordance with
the provisions of Section 139 of the Companies
Act, 2013, read with the Companies (Audit and
Auditors) Rules, 2014, and were therefore not
eligible for re-appointment. The Board places on
record its sincere appreciation for the valuable
services rendered by M/s. Jay Gupta & Associates

during their tenure as Statutory Auditors of
the Company.

Accordingly, during the financial year 2025-26,
the Members at the 16^th AGM held on August
19, 2025, approved the appointment of M/s. V.
Singhi & Associates, Chartered Accountants
(FRN: 311017E), holding a valid Peer Review
Certificate issued by the Institute of Chartered
Accountants of India (ICAI), as Statutory Auditors
of the Company for a term of five (5) consecutive
years, commencing from the conclusion of the
16^th AGM until the conclusion of the 21^st AGM to
be held in the financial year 2029-30.

Accordingly, the Statutory Auditor have
conducted the statutory audit of the Company
for the financial year 2025-26.

The Auditor''s Report both on standalone and
consolidated annual financial statements of the
Company for the financial year ended March 31,
2026, forms part of the Annual Report. The said
reports were issued by the Statutory Auditors with
an unmodified opinion and does not contain any
qualifications, reservations or adverse remarks.
During the year under review, the Auditors have
not reported any incidents of fraud to the audit
committee under Section 143(12) of the Act. The
notes to the accounts referred to in the Auditor''s
Report are self-explanatory and therefore do not
call for any further explanation and comments.

B. Secretarial Auditor

Pursuant to the provisions of Section 204 of
the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company is required
to undertake Secretarial Audit for itself.

In compliance with the above requirements
and based on the recommendation of the Audit
Committee, the Board of Directors at its meeting
held in May 2025 approved and recommended
to the Members the appointment of M/s. R.KN
& Co., Practicing Company Secretaries (FRN:
S2020OR741300), a peer-reviewed firm, as the
Secretarial Auditors of the Company for a term of
one (1) year commencing from April 1, 2025 up
to March 31, 2026.

The Secretarial Audit Report for the financial year
2025-26 is annexed herewith as Annexure II and
forms an integral part of this Report.

The Secretarial Audit Reports do not contain any
observations, reservations, qualifications, adverse
remarks, or disclaimers. Further, the Secretarial

Auditors have not reported any instances of
fraud under Section 143(12) of the Companies
Act, 2013.

Further, the Company informs that the tenure of
the existing Secretarial Auditor of the Company
was completed during the year under review.
Based on the recommendation of the Audit
Committee and as approved by the Board of
Directors, and subject to the consent of the
Members at the ensuing 17^th Annual General
Meeting, the Board proposes the appointment
of M/s. D.A. Kamat & Co., Practicing Company
Secretaries, a Peer Reviewed Firm bearing
Peer Review Certificate No. 1714/2022, as the
Secretarial Auditors of the Company for a term
of five (5) consecutive years, commencing from
Financial Year 2026-27 and continuing up to
Financial Year 2030-31, at such remuneration
and upon such terms and conditions as may be
mutually agreed upon by the Board of Directors
in consultation with the Secretarial Auditors.

M/s. D.A. Kamat & Co., Practicing Company
Secretaries, have conveyed their consent and
confirmed that their appointment, if approved,
shall be in conformity with the applicable
provisions of the Companies Act, 2013, and the
rules and regulations made thereunder.

Secretarial Standards

The Company has complied with the applicable
provisions of Secretarial Standards issued by the
Institute of Company Secretaries of India and as
notified by the MCA.

C. Internal Auditor

The Board, based on the recommendation of audit
committee, re-appointed ADMS & Associates,
Chartered Accountants, as the Internal Auditors
of the Company for the financial year 2025-26 in
accordance with the provisions of the Act.

During the year under review, neither the
Statutory Auditors, the Secretarial Auditors nor
the Internal Auditors have reported any instances
of fraud committed against the Company by its
officers or employees to the Audit Committee
under Section 143(12) of the Companies Act,
2013, as required under Section 134(3)(ca) of
the Act.

11. Particulars of Loans, Guarantees or
Investments by the Company and
Its Subsidiaries

Particulars of the loans given, investment made
or guarantee given or security provided and
the purpose for which the loan or guarantee or
security is proposed to be utilised by the recipient
of the loan or guarantee or security are provided
in Note No. 5 to the Financial Statements

12. Particulars of Contracts or
Arrangements with Related Party

In accordance with the SEBI Listing Regulations,
the Company has adopted a Policy on Dealing with
Related Party Transactions, which is available on
its website at https://www.gretexindustries.com/
wp-content/uploads/2025/05/RPT-Policy-1.pdf.
The audit committee annually reviews this Policy
to ensure its effectiveness.

All the related party transactions were placed
before the audit committee for its review on
a quarterly basis. Further, as per applicable
provisions of the SEBI Listing Regulations,
necessary approvals of the Members of the
Company are also sought for the material related
party transactions proposed to be entered with
the related parties.

The particulars of material contracts or
arrangements with related parties which fall
within the purview of Section 188(1) of the Act,
are mentioned in Form AOC - 2 appended to
this Report as Annexure III. The related party
transactions as required under Ind AS - 24 are
reported in note 35 of notes to the Standalone
Financial Statements and note 39 of notes
to the Consolidated Financial Statements of
the Company.

The Company in terms of Regulation 23 of the
SEBI Listing Regulations, submits the disclosures
of related party transactions on a consolidated
basis to the stock exchanges within the stipulated
time.

13.Internal Control Systems and It''s
Adequacy

The Company has in place adequate and effective
internal financial controls with reference to the
Financial Statements commensurate with the
size, scale and complexity of its operations.

The Board has adopted accounting policies
which are in accordance with Section 133 of the

Act read with the Companies (Indian Accounting
Standards) Rules, 2015.

The internal financial control system of the
Company is supplemented with internal audits,
regular reviews by the management and checks
by external auditors. These mechanisms provide
reasonable assurance in respect of financial
and operational information, compliance with
applicable statutes, safeguarding of assets of the
Company, prevention and detection of frauds,
accuracy and completeness of accounting
records and adherence to Company''s policies.

The audit committee actively reviews the
adequacy and effectiveness of the internal control
systems and is regularly updated on the internal
audit findings and corrective actions. Additionally,
the Statutory Auditors and the Internal Auditors
of the Company have also provided their
confirmation that the internal financial controls
framework is operating effectively.

The Company tracks all amendments in the
Accounting Standards and makes changes
to the underlying systems, processes and
financial controls to ensure adherence to the
same. During the financial year, no material or
serious observations have been highlighted for
inefficiency or inadequacy of such controls.

14. Corporate Social Responsibility

In pursuance of Section 135(1) of the Companies
Act, 2013, the CSR provisions are not applicable
to the Company for FY 2025-26, as the Company
does not meet any of the prescribed thresholds
during the immediately preceding financial year,
namely: (i) net worth of C 500 Crore or more; or (ii)
turnover of C 1,000 Crore or more; or (iii) net profit
of C 5 Crore or more.

15. Conservation of energy,
technology absorption, foreign
exchange earnings and outgo

In terms of Section 134 (3)(m) read with Rule
8(3) of the Companies (Accounts) Rule 2014
and Section 134, the following information
is furnished:

a) Conservation of Energy & Technology: The
operations of the Company are not energy
intensive and do not involve the adoption
of any specific technology. Accordingly, the
disclosures required under Section 134(3)
(m) of the Companies Act, 2013 read with

the Companies (Accounts) Rules, 2014 are
not applicable to the Company.

b) Foreign Exchange Earnings and Out-Go:
During the financial year 2025-26, there was
no foreign exchange earnings.

16. Material changes and
commitments affecting the
financial position of the Company

Except as otherwise stated in this Report,
there have been no material changes and
commitments affecting the financial position of
the Company which have occurred between the
end of the financial year to which the financial
statements relate and the date of this Report.

17. Risk Management

In today''s economic environment, Risk
Management plays a very important part of
business. The main aim of risk management
is to identify, assess, prioritize, monitor and
take precautionary measures in respect of the
events that may pose risks to the business. The
Company is not subject to any specific risk except
risks associated with the general business of the
Company as applicable to the industry as a whole.

At present the Company has not identified any
element of risk which may threaten the existence
of the Company.

18.Significant and Material Orders
Passed by the Regulators or Courts
or Tribunals Impacting the Going
Concern Status and Company''s
Operations in Future

During the financial year 2025-26, there were no
significant or material orders passed by regulators,
courts, or tribunals impacting the going concern
status or operations of the Company.

19. Cost Audit

As per directives of the Central Government and
in pursuance to the provisions of Section 148 of
the Companies Act, 2013 read with rules framed
there under, the Company is not required to carry
out an audit of cost accounts. The maintenance
of cost records as specified under Section 148 of
the Act is not applicable to the Company.

20. Particulars of employees and
related information

The ratio of remuneration of each Director to the
median employees'' remuneration as per Section
197(12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, (the
"Rules”) as amended, is disclosed in Annexure IV,
appended to this Report.

21. Management Discussion and
Analysis Report

Management Discussion and Analysis Report
for the financial year under review, as stipulated
under Regulation 34 of the SEBI Listing
Regulations, is presented in a separate section,
forming part of this Report.

22. Annual Return

In terms of Section 92(3) of the Companies
Act, 2013 and Rule 12 of the Companies
(Management and Administration) Rules,
2014, the Annual Return of the Company is
available on the website of the Company https://
www.gretexindustries.com/investor-relations/
financial-information/annual-return/

23. Deposits From Public

There were no outstanding deposits within the
meaning of Sections 73 and 74 of the Act read
with the Companies (Acceptance of Deposits)
Rules, 2014, as amended, at the end of financial
year 2025-26 or the previous financial year.

Further, the Company has not accepted any
deposits from public falling within the ambit of
Section 73 of the Act, read with the Companies
(Acceptance of Deposits) Rules, 2014 during the
financial year 2025-26.

24. Maternity Benefit Provided by the
Company Under Maternity Benefit
Act 1961

The Company hereby confirms that it has duly
complied with the provisions of the Maternity
Benefit Act, 1961. All eligible women employees
have been extended the statutory benefits
prescribed under the Act, including paid
maternity leave, continuity of salary and service
during the leave period, and post-maternity
support such as nursing breaks and flexible
return-to-work options, as applicable. The

Company remains committed to fostering an
inclusive and supportive work environment that
upholds the rights and welfare of its women
employees in accordance with applicable laws.

25. Prevention of Sexual Harassment
at Workplace

The Company has zero tolerance towards sexual
harassment at its workplace and has adopted a
Policy for Prevention of Sexual Harassment in line
with the requirements of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013 ("POSH Act”) to provide a
safe, secure and enabling environment, free from
sexual harassment. The Policy is gender neutral.
The Internal Complaints Committee has been
set across regions to redress complaints received
regarding sexual harassment. During the
financial year under review and pursuant to Rule
8(5)(x) of the Companies (Accounts) Rules, 2014,
the Company has complied with the provisions
relating to the constitution of Internal Complaints
Committee ("ICC”) under the POSH Act.

Your Company periodically conducts sessions
for employees across the organization to build
awareness about the Policy and the provisions of
Prevention of Sexual Harassment Act. During the
Financial Year 2025-26, no case in the nature of
sexual harassment was reported at any workplace
of the Company.

26. Vigil Mechanism / Whistle Blower
Policy

In line with the provisions of Section 177(9) of
the Companies Act, 2013 [Note: Regulation 22 of
SEBI (LODR) Regulations, 2015 is not applicable
to the Company as it is listed on the Emerge
Platform of NSE under Regulation 15(2)], your
Company has adopted Whistle Blower Policy, as
part of vigil mechanism to provide appropriate
avenues to the Directors and employees to
bring to the attention of the management any
issue which is perceived to be in violation of or in
conflict with the fundamental business principles
of the Company.

This vigil mechanism provides for adequate
safeguards against victimization of employees
and directors who avail of the vigil mechanism and
also provide for direct access to the chairperson
of the Audit committee, in exceptional cases.
The Company Secretary is the designated officer
for effective implementation of the policy and

dealing with the complaints registered under
the policy.

The Company has in place a mechanism to inform
the Board members about the Risk assessment
and mitigation plans and periodical reviews to
ensure that the critical risks are controlled by the
executive management.

27. Disclosure

Your directors state that no disclosure reporting
is required in respect of the following matters
as there were no transactions on these matters
during the year under review:

• Details relating to deposits covered under
Chapter V of the Act.

• Issue of equity shares with differential rights
as to dividend, voting or otherwise.

• Issue of shares (including sweat equity
shares) to employees of the Company under
any Scheme save and except ESOS referred
to in this report.

• No proceedings initiated under the
Insolvency and Bankruptcy Code, 2016.

• No instance of one-time settlement with any
Bank or Financial Institution; and

• No transfer of unpaid and unclaimed amount
to Investor Education and Protection Fund
(IEPF) during the year under review.

28.Investor Relations

Your Company always endeavours to keep the time
of response to shareholders'' request / grievance
at the minimum. Priority is accorded to address all

the issues raised by the shareholders and provide
them a satisfactory reply at the earliest possible
time. The Stakeholders'' Relationship Committee
of the Board meets periodically and reviews
the status of the Shareholders'' Grievances. The
shares of the Company continue to be traded in
electronic forum and de-materialization exists
with both the depositories viz., National Securities
Depository Limited and Central Depository
Services (India) Limited.

29. Acknowledgement

Your Company has been able to operate
responsibly and efficiently, driven by a strong
culture of professionalism, creativity, integrity,
ethics, sound governance, and a continuous
focus on improvement across all functions and
areas, coupled with the prudent and efficient
utilization of the Company''s resources to achieve
sustainable and profitable growth.

Your Directors wish to place on record their
heartfelt gratitude to all stakeholders, including
shareholders, financial institutions, bankers,
business associates, Government and regulatory
authorities, customers, and vendors, for their
unwavering co-operation, trust, and support
extended to the Company, and look forward to
their continued patronage in the years ahead.

Your Directors also take this opportunity to
acknowledge and deeply appreciate the
dedication, hard work, and commitment
demonstrated by the employees of the Company
at all levels, whose collective efforts have
been instrumental in the Company''s growth
and success.

REGISTERED OFFICE: By Order of the Board of Directors

90, Phears Lane, 5^th Floor, Kolkata- 700012 For Gretex Industries Limited
West Bengal, India

Sd/- Sd/-

Arvind Harlalka Alok Harlalka

Place : Kolkata Chairman & Managing Director Non-Executive Director

Date: May 04, 2026 DIN: 00494136 DIN: 02486575

---

Mar 31, 2025

The Board of Directors (''Board'') is pleased to present the 16^th (Sixteenth) Annual Report of Gretex Industries Limited (''Company'')
together with the audited Standalone and Consolidated financial statements, for the financial year ended March 31, 2025.

1. SUMMARY OF FINANCIAL RESULTS

(Amount in Thousands)

FINANANCIAL RESULTS	Standalone		Consolidated
	31.03.2025	31.03.2024	31.03.2025	31.03.2024
Total Income	342323.62	444524.97	369484.92	479935.98
Net Profit / (Loss) before tax	11622.58	132771.92	12732.53	134555
Less: Loss from discontinued operation	-	-	-	-
Tax Expense - Current Tax	2237	35225.22	4173.75	36417.82
Deferred Tax	168	46.29	168	46.29
Earlier Year Tax Adiustments	(6753.62)	(2320.31)	(6764.05)	(2256.25)
Share of Profit / (Loss) from associates	-	-	6.4	-
Profit / (Loss) after tax for the year	15971.2	99820.72	15154.82	100347.14

2. PERFORMANCE OF THE COMPANY

Our Company is engaged in the business of distribution and is the sole and authorized distributor of Yamaha Musical
Instrumental covering the wide States of Maharashtra, West Bengal, Sikkim and other area of North- East India.

During the year under review the Total Income of the Company stood at '' 342323.62 Thousands for the year ended March
31,2025, as against ''444524.97 Thousands in the previous year. The Company made a Net Profit of ''15971.20 Thousands
for the year ended 2025, as compared to the Net Profit of '' 99820.72 Thousands in the previous year.

The Consolidated Total Income stood at ''369484.92 Thousands for the financial year ended March 31, 2025, as against
''479935.98 Thousnads during the previous financial year. Consolidated Net Profit (which includes profit from associate
company as well) is ''15154.82 Thousands for the year ended March 31,2025, as compared to the Net Profit of ''100347.14
Thousands in the previous year.

There has been no change in the nature of the Company''s core business operations during the year under review. However,
the Company successfully completed the merger with the following entities:

• Apsara Selections Limited, and

• Sankhu Merchandise Private Limited

3. SHARE CAPITAL

a) Authorised Share Capital

During the year as per the Scheme of Amalgamation, the company in its shareholders Extra oridnary general meeting
held on June 15, 2024, approved the increase in Authorised Share Capital of the Company from existing '' 5,16,80,000/-
(Rupees Five Crore Sixteen Lakh Eighty Thousand Only) divided into 51,68,000 (Fifty-One Lakh Sixty-Eight Thousand)
Equity Shares of ''10/- each to ''15,00,00,000 /- (Rupees Fifteen Crore) divided into 1,50,00,000 (One Crore Fifty Lakh)
Equity Shares of ''10/- each.

Further, the Authorised capital was increased from '' 15,00,00,000 /- (Rupees Fifteen Crores Only) divided into 1,50,00,000
(One crore Fifty Lakhs) Equity shares of ''10/- (Rupees Ten Only) each to ''18,00,00,000/- (Rupees Eighteen Crores Only)
divided into 1,80,00,000 (One Crore Eighty Lakhs) Equity shares of ''10/- (Rupees Ten Only) each by Ordinary Resolution
passed at the Annual General Meeting held on July 27,2024.

b) Issued & Paid-Up Capital

During the FY 24-25, the Issued, Subscribed and Paid-up Capital has been increased to from '' 4,21,16,000/- (Rupees four
Crore Twenty-One Lakh and Sixteen Thousand) divided into 42,11,600 (Forty-Two Lakh Eleven Thousand Six Hundred)
shares of '' 10/- (Rupees Ten Only) to ''148,145,600/- (Rupees Fourteen Crore Eighty-One Lakh Fourty Five Thousand
Six hundred ) divided into 1,48,14,560 (One Crore Forty-Eight Lakh Fourteen Thousand Five Hundred Sixty) shares of
'' 10/- (Rupees Ten Only).

4. ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration)
Rules, 2014, the Annual Return of the Company is available on the website of the Company https://gretexindustries.com/
investors/#

5. TRANSFER TO RESERVE

The Board of Directors (''Board'') of the Company has decided not to transfer any amount to the General Reserves, for the year
ended 31^st March 2025.

6. DIVIDEND

During the year under review, the Board of Directors do not recommend any dividend in order to strengthen the net worth of
the Company by retaining the available surplus for the year ending March 31, 2025.

7. CHANGES IN THE NATURE OF BUSINESS

There has been no Change in the nature of the business of your Company during the financial year ended March 31, 2025.

8. DEPOSITS FROM PUBLIC

During the year, your Company has not accepted or renewed any deposits within the meaning of Section 73 of the Act, read
with the Companies (Acceptance of Deposits) Rules, 2014.

9. DIRECTORS AND KEY MANAGERIAL PERSONNELS

Consequent to the approval of the members of the Company Mr. Vishal Arora (DIN: 07558718) was appointed as the Executive
Director of the Company on July 04, 2024 & Mr. Vivek Khandelwal (DIN: 10692197) was appointed as the Independent
Director of the Company on July 02, 2024.

In terms of the provisions of Section 152 of the Act and the Articles of Association of the Company, Mrs. Rajkumari Harlalka
(DIN: 03519046) retires by rotation at the forthcoming AGM and, being eligible, offers herself for re-appointment.

Notice for the forthcoming AGM of the Company includes appropriate resolutions seeking Member''s approval in respect of
re-appointment of above Directors.

10. BOARD EVALUATION

"The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual
directors pursuant to the provisions of the Companies Act, 2013.

The performance of the Board was evaluated by the board after seeking inputs from all the directors on the basis of the
criteria such as the board composition and structure, effectiveness of board process, information and functioning etc.

The Board was of the view that the performance of the Board as a whole was adequate and fulfilled the parameters stipulated
in the evaluation framework in its pro-growth activity. The Board also ensured that the Committee functioned adequately and
independently in terms of the requirements of the Companies Act, 2013.

Further, the individual directors fulfilled their applicable responsibilities and duties laid down by the Companies Act, 2013 and
at the same time contributed with their valuable knowledge, experience and expertise to grab the opportunity and counter the
adverse challenges faced by the Company during the year."

11. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

Pursuant to section 134(3)(d) of the Act, your Company confirm having received necessary declarations from all the
Independent Directors under section 149(7) of the Companies Act, 2013 declaring that they meet the criteria of independence
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.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to Section 186 of the Act read with the Companies (Meetings of the Board and its Powers) Rules, 2014, disclosures
relating to loans and investments as on 31^st March 2024 are given in the Notes to the Financial Statements. During the year,
there are no guarantees issued or securities provided by the Company in terms of Section 186 of the Act read with the Rules
issued there under.

13. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

Except as mentioned below, there are no significant events that occurred during the financial year after the date of financial
statements -

The Company by way of Preferential Issue has issued 6,91,500 (Six Lakh Ninety-One Thousand and Five Hundred) equity
shares of face value ''10.00 each at a price of ''236/- (Rupees Two Hundred Thirty-Six only) per Equity Share (including a
premium of ''226/- each ) aggregating up to ''16,31,94,000/- (Rupees Sixteen Crore Thirty-One Lakh Ninety-Four Thousand
Only) 13,64,410 Equity warrants of face value ''10.00 each at a price of ''236/- (Rupees Two Hundred Thirty-Six only) per
Equity Warrant (including a premium of ''226/- each) per Warrant, aggregating up to 32,20,00,760/- (Rupees Thirty-Two Crore
Twenty Lakh Seven Hundred and Sixty Only); an amount equivalent to 25% (twenty-five percent) of the price of each Equity
Warrant received on Allotment of warrants and the balance 75% shall be received on conversion of such warrants into Equity
shares.

Thereafter, the Issued, Subscribed and Paid-up Capital has been increased to '' 15,50,60,600/-(Rupees Fifteen Crores Fifty
Lakh Sixty thousand and Six Hundred only) divided into 1,55,06,060 (One crore Fifty-Five Lakhs Six Thousand and Sixty)
Equity Shares of face value of ''10/- each.

14. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an adequate Internal Control System, commensurate with the size, scale and complexity of its operations,
which are well supplemented by surveillance of the Internal Auditor. The scope of work includes reviewing of process for
safeguarding the assets of the Company, reviewing operational efficiency effectiveness of systems and processes, and
assessing the internal control strengths in all areas. The details in respect of internal financial control and their adequacy are
included in the management discussion and analysis report forming part of this report.

15. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

In pursuance of the provision of Section 135 of the Companies Act, 2013, the CSR provisions are not applicable to our
Company for F.Y 2024-2025.

16. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The prescribed particulars of conservation of energy, technology absorption as stipulated under Section 134 of the
Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are not applicable to your company as we are neither
a manufacturing company nor the operation of your Company are energy intensive. However, the disclosure regarding the
same are set-forth below:

a) Conservation of Energy: Adequate measure has been taken for conservation of energy and efficient use of resources.
Company follows principles of "Green IT".

b) Technology Absorption: The Company is vigil on technology absorption as per the requirement of its business operations.
However, during the year there was no acquisition of new technology.

c) Foreign Exchange Earnings and Out-go: During the year under review there were no earnings from foreign exchange and
outgo for the purpose of business.

17. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors'' Responsibility
Statement, it is hereby confirmed:

a) That in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting
standards had been followed along with proper explanation relating to material departures.

b) That the Directors have selected such accounting policies and applied them consistently and made judgments and
estimates that were 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 profit or loss of the Company for the year under review.

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities.

d) That the Directors have prepared the annual accounts on a going concern basis.

e) That the Directors had laid down internal financial controls to be followed by the Company and that such internal
financial controls are adequate and were operating effectively.

f) That the Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that
such system were adequate and operating effectively.

18. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

As on 31^st March 2025, the Company had four subsidiary companies:

Sr. Name and Address of the Company CIN Holding / % of Shares

No. Subsidiary / held

Associate/

1	Sunview Nirman Private Limited			U70109WB2011PTC169741	Subsidiary	88%
	90, PHEARS LANE, 5th FLOOR NA KOLKATA
	Kolkata West Bengal 700012
2	Gretex Audiotech LLP 90, Phears Lane, 5th Floor Kolkata Bengal, India	- 700012,	West	AAQ-6253	Partner	66%
3	Gretex EZ Properties LLP 90, Phears Lane, 5th Floor Kolkata	- 700012,	West	ACI-5828	Partner	98%
	Bengal, India
4	Gretex RS Properties LLP 90, Phears Lane, 5th Floor Kolkata	- 700012,	West	ACI-6033	Partner	75.3%

During the year under review, no companies have ceased to be joint venture or associate companies of the Company.

A statement containing the salient features of financial statements of subsidiaries as per 129(3) of the Act, is also included
in this Annual Report in form AOC-1 as Annexure A, presented in separate section forming part of the financial statement

The Policy for determining "Material" subsidiaries has been displayed on the Company''s website:
https://www.gretexindustries.com/

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

During the year, all contracts / arrangements / transactions entered into by the Company with Related Parties were on arm''s
length basis and in the ordinary course of business. There are no material transactions with any Related Party as defined
under Section 188 of the Act, read with the Companies (Meetings of Board and its Powers) Rules, 2014.

In line with the requirements of the Act and amendment to the Listing Regulations, all Related Party Transactions have been
approved by the Audit Committee. Please refer Form AOC-2 Annexure B to the Director''s Report for details of the transactions
entered with Related Parties.

Our Company has formulated a ''Policy on Related Party Transactions'', which is also available on the Company''s website
https://www.gretexindustries.com/wp-content/uploads/2025/05/RPT-Policy-1.pdf

20. BOARD OF DIRECTORS

As on 31^st March 2025 the composition of the Board was :

Composition of Board of Directors of the Company

Name of the Director	Category of Directorship
Mr. Arvind Harlalka	Joint Managing Director
Mr. Alok Harlalka	Non-Executive (Non - Independent Director)
Ms. Rajkumari Harlalka	Managing Director
Mr. Vikash Kumar Agarwal	Non-Executive (Independent Director)
Mr. Vishal Arora	Executive Director
Mr. Vivek Khandelwal	Non-Executive (Independent Director)

Number of Board Meetings

During the financial year ended March 31,2025 the Board met eight (8) times on 30 April 2024, 22 May 2024, 02 July 2024, 04
July 2024, 25 July 2024, 17 October 2024, 07 November 2024 & 05 February 2025. The intervening gap between the Meetings
was within the period prescribed under the Companies Act, 2013. Attendance of Directors at the Board Meeting is as under:

Sr. Name of Director No. of Board Meetings attended

1.	Mr. Arvind Harlalka	8 out of 8
2.	Mr. Alok Harlalka	8 out of 8
3.	Ms. Rajkumari Harlalka	8 out of 8
4.	Mr. Vikash Kumar Agarwal	8 out of 8
5.	Mr. Vishal Arora	7 out of 8
6.	Mr. Vivek Khandelwal	5 out of 8

Separate Meeting of Independent Directors

As stipulated by the Code of Independent Directors under the Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosures Requirements) Regulations, 2015, a separate meeting of the Independent Directors of the Company was held
on February 05, 2025, to review the performance of Non-Independent Directors (including the Chairman) and the Board
as whole. The Independent Directors also reviewed the quality, content and timeliness of the flow of information between
Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge
their duties.

Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be
reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received
from the Independent Directors, the Board is of the opinion that the Independent Directors fulfil the conditions specified
under the Act and the Regulations and are independent of the management.

Evaluation of the Board''s Performance

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation
2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well
as the evaluation of the working of its Audit, Nomination & Remuneration Committee.

The result of the evaluation done by Independent Directors was reported to the Chairman of the Board. It was reported that
the performance evaluation of the Board & Committee''s was satisfactory. The Chairman of the Board provided feedback to
the Directors on an individual basis, as appropriate. The Directors expressed their satisfaction with the evaluation process.

Prevention of Insider Trading Code

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities
by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s
shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in
possession of unpublished price sensitive information in relation to the Company and during the period when the Trading
Window is closed. The Board is responsible for implementation of the Code.

All the Board of Directors and the designated employees have confirmed compliance with the Code.

21. COMMITTEES OF THE BOARD

The Board has constituted necessary Committees pursuant to the provisions of Companies Act, 2013, rules framed
thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with Stock Exchanges

The Committees of the Board held by the company are Audit Committee, Stakeholders'' Relationship Committee, Nomination
and Remuneration Committee & Corporate Social Responsibility Committee. The details about Committee Meetings are
given below:

Sr No Particulars No of

1.	Audit Committee	3
2.	Stakeholders'' Relationship Committee	1
3.	Nomination and Remuneration Committee	2
4.	Corporate Social Responsibility Committee	1

AUDIT COMMITTEE

Composition and Meetings of Audit Committee

The Audit Committee consists of two Independent Directors at present, all members of the Audit Committee are financially
literate, and they have accounting or related financial management expertise. The Audit Committee met 3 times during the
financial year ended March 31,2025. The attendance record of the members at the meeting was as follows:

Name of the Director Position No. of Meetings attended

Mr. Vivek Khandelwal	Chairman	2 out of 3
Mr. Vikash Kumar Agarwal	Member	2 out of 3
Mr. Arvind Harlalka	Member	2 out of 3

NOMINATION & REMUNERATION COMMITTEE (NRC)

The Board of Directors of the Company has constituted a Nomination & Remuneration Committee, as per the provisions

of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements),
Regulation 2015, with the object of Remuneration & Nomination committee is to recommend / review the remuneration
of Managing Directors / Whole-time Directors. The remuneration policy of the Company is directed towards rewarding
performance and attracting new talents / retaining them. While deciding the remuneration, the Committee considers the
financial position of the Company, trend in the Industry, Appointee''s qualification, experience, past performance, past
remuneration etc.

Composition and Meetings of the Nomination & Remuneration Committee

Namp of thp Dirprtnr Pncitinn Nn nf Mpptinnc attpnrlprl

Mr. Vivek Khandelwal	Chairman	1 out of 1
Mr. Vikash Kumar Agarwal	Member	1 out of 1
Mr. Alok Harlalka	Member	1 out of 1

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Committee is in charge of looking after grievances of Investors and Shareholders.

Composition and Meetings of Stakeholder''s Relationship Committee

Name of the Director Position No. of Meetings attended

Mr. Vivek Khandelwal	Chairman	1 out of 1
Mr. Vikash Kumar Agarwal	Member	1 out of 1
Mr. Arvind Harlalka	Member	1 out of 1

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Composition and Meetings of Corporate Social Responsibility Committee

Name of the Director Position No. of Meetings attended

Mr. Arvind Harlalka	Chairman	1 out of 1
Mr. Vikash Kumar Agarwal	Member	1 out of 1
Ms. Rajkumari Harlalka	Member	1 out of 1

22. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company promotes safe, ethical and compliant conduct of all its business activities The Company has a Vigil
Mechanism / Whistle-blower policy in accordance with Section 177 of the Act and Regulation 22 of Listing Regulations to
bring Company''s attention to instances of illegal or unethical conduct, actual or suspected incidents of fraud, actions that
affect the financial integrity of the Company.

The said policy has been uploaded on the Company''s website and can be accessed at 14.-Policy-On-Whistle-Blower-Vigil-
Mechanism.pdf. The said policy provides a mechanism for employees of the Company to approach the Chairman of the
Audit Committee of the Company through the Company Secretary for redressal. No person had been denied access to the
Chairman of the Audit Committee and there was no such reporting during the Financial Year 2024-25.

23. RISK MANAGEMENT

In today''s economic environment, Risk Management plays a very important part of business. The main aim of risk management
is to identify, assess, prioritize, monitor and take precautionary measures in respect of the events that may pose risks to the
business. The Company is not subject to any specific risk except risks associated with the general business of the Company
as applicable to the industry as a whole.

At present the Company has not identified any element of risk which may threaten the existence of the Company.

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING
CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

No significant and material orders were passed by any Regulators or Courts or Tribunals impacting the going concern status
and your Company''s operations in future.

25. AUDITORS

The Company''s Auditors, M/s. Jay Gupta & Associates, Chartered Accountants, who were re-appointed with your approval at
the 11^th Annual General Meeting for a period of five years, will complete their present term at the conclusion of the ensuing

16^th Annual General Meeting of the Company.

The Company has recommended M/s. V. Singhi and Associates, Chartered Accountants (FRN: 311017E), as Statutory Auditor
for a Period of five years w.e.f. from April 01,2025 by passing an Ordinary Resolution subject to the shareholders'' approval.

26. AUDITOR''S REPORT

The Auditors'' Report issued by Jay Gupta & Associates, on the Financial Statements for the year ended March 31,2025 does
not contain any disqualification or adverse remark which requires clarification.

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.

27. SECRETARIAL AUDIT

The Board had appointed Ms. RKN & Co., (Certificate of Practice -23142) Practicing Company Secretaries, as the Secretarial
Auditor of your Company for the Financial Year ended March 31,2025. The Secretarial Audit Report pursuant to Section 204
of the Act, is attached in Annexure - ''C'' forming part of this Report.

28. COST AUDIT

As per directives of the Central Government and in pursuance to the provisions of Section 148 of the Companies Act, 2013
read with rules framed there under, the Company is not required to carry out an audit of cost accounts.

29. PARTICULARS OF EMPLOYEES

As required under the provisions of Companies Act, 2013 and Rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, particulars of employees and related disclosures part of this Annual
report as "Annexure D".

30. MANAGEMENT DISCUSSION & ANALYSIS REPORTS

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis for the year under review is
presented in a separate section forming part of this Report as Annexure ''D''.

31. DISCLOSURE ON POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN

The Company has zero tolerance towards sexual harassment at the workplace. In accordance with the requirements of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and Rules made
thereunder, the Company has adopted a policy and constituted an Internal Complaints Committee (ICC) to redress and
resolve any complaints arising under the POSH Act. Training / awareness programs are conducted throughout the year to
create sensitivity towards ensuring respectable workplace.

There are no complaints received during the Financial Year 2024-25.

32. MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961

If female employees exist, the Company declares that it has duly complied with the provisions of the Maternity Benefit
Act,1961.

All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity
leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible
return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work
environment that upholds the rights and welfare of its women employees by applicable laws.

33. DISCLOSURE

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions
on these matters during the year:

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• Issue of shares (including sweat equity shares) to employees of the Company under any Scheme save and except ESOS
referred to in this report.

• There were no proceedings initiated under the Insolvency and Bankruptcy Code, 2016.

• There was no instance of one-time settlement with any Bank or Financial Institution; and

34. INVESTOR RELATIONS

Your Company always endeavours to keep the time of response to shareholders'' request / grievance at the minimum. Priority

is accorded to address all the issues raised by the shareholders and provide them a satisfactory reply at the earliest possible
time. The Stakeholders'' Relationship Committee of the Board meets periodically and reviews the status of the Shareholders''
Grievances. The shares of the Company continue to be traded in electronic forum and de-materialization exists with both the
depositories viz., National Securities Depository Limited and Central Depository Services (India) Limited.

ACKNOWLEDGEMENT

The Board of Directors wishes to place on record its appreciation for the committed and dedicated services received from
business partners, financial institutions, banks, consumers and vendors during the year under review. The Board is also thankful to
the Government of India, the various ministries of the State Governments, the Central and State Electricity Regulatory Authorities,
communities in the neighborhood of our operations, municipal authorities of Kolkata and local authorities in areas where we are
operational as well as to the Company''s Members for all the support rendered during the year.

The Directors also places on record its deep appreciation for the Company''s employees for their commitment and contributions
to the overall performance of the Company

REGISTERED OFFICE: By Order of the Board of Directors

90, Phears Lane, 5^th Floor, Kolkata-700012, West Bengal, India For GRETEX INDUSTRIES LIMITED

Place: KOLKATA Sd/- Sd/-

Date: 26^th July,2025 Arvind Harlalka Alok Harlalka

Joint Managing Director Director
DIN:00494136 DIN:02486575

---

Mar 31, 2024

Your Board of Directors (‘Board’) is pleased to present the 15^th (Fifteenth) Annual Report of your Company, Gretex Industries Limited, for the financial year ended March 31, 2024. In line with the requirements of the Companies Act, 2013 and the rules framed thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, this report covers the financial results and other developments during April 01,2023 to March 31,2024 in respect of Gretex Industries Limited.

1. SUMMARY OF FINANCIAL RESULTS

(Amount in Thousand)
	Standalone		Consolidated
FINANANCIAL RESULTS	31.03.2024	31.03.2023	31.03.2024	31.03.2023
Total Income	444524.97	220271.54	479935.98	253735.76
Net Profit / (Loss) before tax	132771.92	8224.96	134555.00	8806.81
Less: Loss from discontinued operation	0.00	0.00	0.00	0.00
Current Tax	35225.22	1695.21	36417.82	2033.53
Income Tax for earlier year	-2320.31	0.00	-2256.25	0.00
Deferred Tax	46.29	90.42	46.29	90.42
Add: Share of Profit / (Loss) fromassociates	0	0	0	0
Profit / (Loss) after tax for the year	99820.72	6439.34	100347.14	6682.87
Less : Minority Interest	0	0	852.57	243.53
Profit/ (Loss) Carried to Balance Sheet	99820.72	6439.34	99494.57	6439.34

2. PERFORMANCE OF THE COMPANY

Our Company is engaged in the business of distribution and is the sole and authorised distributor of Yamaha Musical Instrumental covering the wide States of Maharashtra, West Bengal, Sikkim and other area of NorthEast India.

We are delighted to share the exceptional performance of the company during the financial year 2023-2024 and We have achieved extraordinary results, generating a remarkable increase in both Revenue and profits.

The Total Income of the Company stood at Rs.4,445.25/- Lakhs for the year ended March 31, 2024, as against Rs.2202.71/-Lakhs in the previous year, generating a remarkable Rs.2242.53/- increase in the total income. The Company made a Net Profit of Rs. 998.20/-Lakhs for the year ended, as compared to the Net Profit of Rs. 64.39/-Lakhs in the previous year, increased by 933.81/- profits.

The Consolidated Total Income is Rs. 4799.35/-Lakhs for the financial year ended March 31,2024, as against Rs.2537.35/- Lakhs during the previous financial year. Consolidated Net Profit (which includes profit from associate company as well) is Rs.1003.47/- Lakhs for the year ended March 31, 2024, as compared to the Net Profit of Rs.66.82/-Lakhs in the previous year.

The management is of the opinion that in the coming future as the overall situation seems to be to be improving and Directors are optimistic about Company’s business and hopeful of better performance with increased revenue in next year.

There has been no change in the business of the Company during the financial year ended March 31, 2024.

During the year FY 2019-20, the Board of Directors of the Company at its meeting held on June 08,2020 approved the Amalgamation of Apsara Selections Limited(CIN: U52190MH2011PLC269248) and Sanku Merchandise Private Limited (CIN: U52190MH2011PTC269247) (ROC Mumbai) (“Transferor Companies”) in to and with the company by the way of scheme of Amalgamation (“scheme”). The scheme was approved by the shareholders of the company by requisite majority at their meeting held on October 29,2021. On receipt of approval of the Shareholders, the Company filed petition with the Hon. National Company Law Tribunal (NCLT), Mumbai bench and Kolkata Bench respectively with the prayer to sanction the scheme after several hearings, on April 02,2024 the NCLT Kolkata Bench pronounced the order sanctioning the above mentioned scheme (the appointed date being January 01,2020), on date May 04,2024 the parties to the scheme made necessary filing to the statutory authorities and accordingly the scheme became effective from May 04,2024.

As per the requirement of the scheme the Shareholders the Company in its meeting held on June 15,2024 approved the increase in Authorized Share Capital Rs. 5,16,80,000/- divided into 51,68,000 Equity Shares of Rs. 10/-each to Rs. 15,00,00,000/- divided into 1,50,00,000 Equity Shares of Rs.10/- each.

Further, for Allotment of Equity Shares to the shareholders of the transferee company the Board of Directors of the Company had meeting on July 02,2024 and allotment was done in below mentioned manner:

,,, _ _ .. ... _ Promoter /Promoter No. of Shares

SI. No. Name of the Allottees „ ... „ _ .

___Group/Public__allotted_

1 Arvind Harlalka Promoter 85,000

2 Sumeet Harlalka Promoter 85,000

3 Ambition Tie Up Private Limited Promoter Group 26,70,830

. Gretex Corporate Services Limited _ , _ , „ .. ...

4 (Listed) Promoter Group 17,00,000

5 Rajkumari Harlalka Promoter Group 85,000

6 Alok Harlalka Promoter Group 85,000

7 Gretex Share Broking Limited Promoter Group 7,63,750

„ Signageus Value Advisors Private „ .

8 ° t • v j Promoter 18,30,000

__Limited______

9 Bonanza Agency LLP Promoter Group 16,250

10 Pranesh Dealmark Private Limited Public 35,100

11 Hirise fnfracon Limited Public 3,52,300

12 Gaganbase Vincom Private Limited Public 5,55,360

13 Vijay Laltaprasad Yadav Public 2,60,000

14 Sakshi Vijay Yadav Public 2,60,000

15 Shiv Parvati Leasing Private Limited Public 35,100

16 Manoj Sitaram Agarwal Public 1,30,000

17 Starwings Fashion Trading Limited Public 35,100

18 __Anirudh Poddar__Public__1,30,000_

19 __Vijay Kumar Poddar__Public__1,30,000_

20 Naveen Poddar Public 1,30,000

21 Praveen Poddar Public 1,30,000

22 Utkarsh Agarwal Public 1,30,000

23 __Praveen Sitaram Agarwal__Public__1,30,000_

24 Harsha Praveen Agarwal Public 1,30,000

25 Varsha Murarka Public 7,09,170

_TOTAL__1,06,02,960

3. ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company https://gretexindustries.eom/investors/#

4. GENERAL RESERVE

During the year under review as well as during the previous year, the Company has not transferred any amount to the General Reserves.

As on March 31, 2024, Reserves and Surplus of the Company were at Rs.1941.59/-Lakhs (Standalone) and Rs. Rs.1938.32/-Lakhs (Consolidated).

5. DIVIDEND

During the year under review, the board of directors do not recommend any dividend in order to strengthen the net worth of the Company by retaining the available surplus for the year ending March 31, 2024.

6. CHANGES IN THE NATURE OF BUSINESS

There has been no Change in the nature of the business of your Company during the financial year ended March 31,2024.

7. DEPOSITS FROM PUBLIC

Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 in the year under review.

8. DIRECTORS AND KEY MANAGERIAL PERSONNELS

Mr. Arvind Harlalka (DIN: 00494136) who is liable to retire by rotation and being eligible, is re-appointed as Director.

Mrs. Rajkumari Harlalka (DIN: 03519046) was appointed as a Managing Director of the company in the Board Meeting held on May 25, 2023.

Mr. Arvind Harlalka (DIN: 00494136) was appointed as Managing Director of the Company with effect from November 11, 2023. He was earlier appointed as Managing Director of the Company from June 29,2020 to June 28,2025. Than his designation was changed to Executive Director in the Annual General meeting held on September 29,2023.

Ms. Sujata Pilinja Rao (DIN: 08816283) Independent Director of the Company resigned from the Directorship of the Company with effect from November 11, 2023

Mr. Vikash Kumar Agarwal (08417797) was appointed as an Additional Independent Director of the Company with effect from November 11,2023 for a term of five years.

Ms. Neeti Dubey was appointed as Company Secretary & Compliance Officer with effect from 16^th November 2023 in place of Mr. Bikarm Bumwal who resigned as Company Secretary & Compliance Officer with effect from 07^th November, 2023.

Mrs. Soma Nath (DIN: 07544903) Independent Director of the Company resigned from the Directorship of the Company with effect from July 02, 2024.

Mr. Vivek Khandelwal (DIN: 10692197) was appointed as an Additional Independent Director of the Company with effect from July 02, 2024 for a term of five years.

Vishal Arora (DIN: 07558718) was appointed as an Additional Director of the Company with effect from July 04, 2024 for a term of three years.

None of the Directors of the Company is disqualified for being appointed / re-appointed as directors of the company as per the provisions of Section 164 of the Companies Act, 2013.

9. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Companies Act, 2013.

The performance of the Board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board process, information and functioning etc.

The Board was of the view that the performance of the Board as a whole was adequate and fulfilled the parameters stipulated in the evaluation framework in its pro-growth activity. The Board also ensured that the Committee functioned adequately and independently in terms of the requirements of the Companies Act, 2013.

Further, the individual directors fulfilled their applicable responsibilities and duties laid down by the Companies Act, 2013 and at the same time contributed with their valuable knowledge, experience and expertise to grab the opportunity and counter the adverse challenges faced by the Company during the year.

10. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

Pursuant to section 134(3)(d) of the Act, your Company confirm having received necessary declarations from all the Independent Directors under section 149(7) of the Companies Act, 2013 declaring that they meet the criteria of independence 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.

11. SEPARATE MEETING OF INDEPENDENT DIRECTOR

In terms of requirement of Schedule IV of the Companies Act, 2013, Independent Director had a separate meeting on May 25,2023, without the attendance of Non-Independent Director and Members of management. All the Independent Directors were present at the said meeting. The activities prescribed in paragraph VII of Schedule IV to the Act were carried out at the said meeting.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees or investments made under Section 186 of the Companies Act, 2013 are furnished in the notes to the Financial Statements for the year ended March 31,2024.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

A Related Party Policy has been devised by the Board of Directors for determining the materiality of transaction with the related parties and dealing with them. The Audit Committee reviews all the related party transactions quarterly.

Further the members may note that the Company have entered into the following kinds of related party transactions:

Contracts / Arrangements / Transactions which are not at arm’s length basis.

Any Material Contracts / Arrangements / Transactions.

Please refer Form AOC-2 Annexed to the Director’s Report for details of the transactions entered with Related Parties as Annexure A.

14. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

Except as mentioned above, there are no significant events occurred during the financial year after the date of financial statements.

15. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an adequate Internal Control System, commensurate with the size, scale and complexity of its operations, which are well supplemented by surveillance of Internal Auditor. The scope of work includes review of process for safeguarding the assets of the Company, review of operational efficiency effectiveness of systems and processes, and assessing the internal control strengths in all areas. The details in respect of internal financial control and their adequacy are included in management discussion and analysis report forming part of this report.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

In pursuance of the provision of Section 13 5 of the Companies Act, 2013, the CSR provisions are applicable to our company for FY 2023-24 after taking effect of Merger of the company as mentioned in point no 14. The same under review and the required provision has been made in the accounts. The Annual report on upcoming CSR activities is attached as Annexure-I.

17. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The particulars of conservation of energy and technology absorption as required under Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 are not applicable to your Company.

18. FOREIGN EXCHANGE EARNINGS AND OUT-GO

During the year under review there were no earnings from foreign exchange and outgo for the purpose of business.

19. DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors’ Responsibility Statement, it is hereby confirmed:

a) That in the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 profit or loss of the Company for the year under review.

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the Directors have prepared the annual accounts on a going concern basis.

e) That the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f) That the Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

20. NAME OF THE COMPANIES WHICH ARE SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES DURING THE YEAR

As on date, your Company has following associate & subsidiary companies:

Sr. No.	Name and Address of the Company	CIN	Holding / Subsidiary / Associate	% ofShares held	Applicable Section
1	Sunview Nirman Private Limited 1 90, PHEARS LANE, 5th FLOOR, KOLKATA-700012 ,WEST BENGAL	U70109WB20 11PTC169741	Subsidiary	88%	2(87)
2	Gretex Audiotech LLP 90, PHEARS LANE, 5™ FLOOR, KOLKATA-700012, WEST BENGAL	AAQ-6253	Subsidiary	66%	2(87)

• Effective date of becoming subsidiary is September 12,2023.

21. BOARD OF DIRECTORS

The Board meets at least once in a quarter, inter-alia, to review the quarterly performance and the financial results. The notice of each Board Meeting is given in writing to each Director. The Company circulates well in advance agenda of the Board Meeting along with detailed notes to the Directors.

Composition of Board of Directors of the Company
Name of the Director	Category of Directorship	No. of Directorship in other Public & Private Limited Companies
Mr. Arvind Harlalka1	Managing Director (Non-Independent)	7
Mrs. Rajkumari Harlalka2	Managing Director (Non-Independent)	3
Mr. Alok Harlalka	Non-Executive (Non - Independent Director)	6
Mrs. Soma Nath	Non-Executive (Independent Director)	0
Mr. Vikash Kumar Agarwal3	Non-Executive (Independent Director)	2
Mr. Vivek Khandelwal4	Non-Executive (Independent Director)	0
Mr. Vishal Arora5	Executive Director (Non-Independent)	0

During the financial year ended March 31, 2024, Six (6) Board Meetings were held:

Sr. No.	Dates of Board Meetings
1.	May 25,2023
2.	July 17,2023
3.	November 02,2023
4.	November 13, 2023
5.	November 16, 2023
6.	February 08, 2024

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 i.e., not more than 120 days from the previous meeting.

Directors’ Attendance Record

The last Annual General Meeting was held on September 29, 2023. The attendance record of the Directors at the Board Meetings during the year ended on March 31, 2024, and at the last Annual General Meeting is as under

Name of the Director	No. of Board Meetings attended during the year	Whether attended last Annual General Meeting
Mr. Arvind Harlalka6	6 out of 6	Yes
Mrs. Rajkumari Harlalka7	5 out of 6	No
Mr. Alok Harlalka	6 out of 6	Yes
Mrs. Soma Nath	6 out of 6	Yes
Mr. Vikash Kumar Agarwal8	2 out of 6	Yes

AUDIT COMMITTEE Terms of Reference

The terms of reference of the Audit Committee are as per the guidelines set out in the Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 with the stock exchanges read with Section 177 of the Companies Act, 2013. These broadly include:

> Develop an annual plan for Committee,

> Review of financial reporting processes,

> Review of risk management, internal control and governance processes,

> Discussions on quarterly, half yearly and annual financial statements,

> Interaction with statutory, internal auditors,

> Recommendation for appointment, remuneration and terms of appointment of auditors and

> Risk management framework concerning the critical operations of the Company.

In addition to the above, the Audit Committee also reviews the following:

> Matter included in the Director’s Responsibility Statement;

> Changes, if any, in the accounting policies;

> Major accounting estimates and significant adjustments in financial statement;

> Compliance with listing and other legal requirements concerning financial statements;

> Disclosures in financial statement including related party transactions;

> Qualification in draft audit report;

> Scrutiny of inter-corporate loans & investments;

> Management’s Discussions and Analysis of Company’s operations;

> Valuation of undertakings or assets of the Company, wherever it is necessary;

> Periodical Internal Audit Reports and the report of Fraud Risk Management Committee;

> Findings of any special investigations carried out either by the Internal Auditors or by the external investigating agencies;

> Letters of Statutory Auditors to management on internal control weakness, if any;

> Major non-routine transactions recorded in the financial statements involving exercise of judgment by the management;

> Recommend to the Board the appointment, re-appointment and, if required the replacement or removal of the statutory auditors and cost auditors considering their independence and effectiveness, and recommend the audit fees; and

> Subject to review by the Board of Directors, review on quarterly basis, Related Party Transactions entered into by the Company pursuant to each omnibus approval given.

The Audit Committee consists of two Independent Directors at present, all members of the Audit Committee are financially literate, and they have accounting or related financial management expertise. The Audit Committee met 4 times during the financial year ended March 31,2024. The attendance record of the members at the meeting was as follows:

Name of the Director	Position	No. of Meetings attended during the year
Mrs. Soma Nath#	Chairman	4 out of 4
Mr. Vivek Khandelwal##	Chairman	-
Mr. Vikash Kumar Agarwal*	Member	1 out of 4
Mr. Arvind Harlalka	Member	4 out of 4

*Mr. Vikash Kumar Agarwal was appointed as a Independent Director of the w.ef. November 11,2023 # Resigned w.e.f. July 02,2024 ## Appointed w.e.f. July 02,2024

NOMINATION & REMUNERATION COMMITTEE (NRC)

The Board of Directors of the Company has constituted a Nomination & Remuneration Committee, as per the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements), Regulation 2015, with the object of Remuneration & Nomination committee is to recommend / reviewthe remuneration of Managing Directors / Whole-time Directors. The remuneration policy of the Company is directed towards rewarding performance and attracting new talents / retaining them. While deciding the remuneration, the Committee considers the financial position of the Company, trend in the Industry, Appointee''s qualification, experience, past performance, past remuneration etc.

Terms of Reference

The Committee is empowered: -

> Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

> Formulation of criteria for evaluation of Independent Directors and the Board;

> Devising a policy on Board diversity;

> Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal and shall carry out evaluation of every directors performance;

> Determining, reviewing and recommending to the Board, the remuneration of the Company’s Managing / Joint Managing / Deputy Managing / Whole time / Executive Directors), including all elements of remuneration package;

> To ensure that the relationship of remuneration to perform is clear and meets appropriate performance benchmarks;

> Formulating, implementing, supervising and administering the terms and conditions of the Employee Stock Option Scheme, Employee Stock Purchase Scheme, whether present or prospective, pursuant to the applicable statutory / regulatory guidelines;

> Carrying out any other functions as authorized by the Board from time to time or as enforced by statutory / regulatory authorities

Composition and Meetings of the Nomination & Remuneration Committee
	Name of the Director	Position	No. of Meetings attended during the year
	Mrs. Soma Nath#	Chairman	4 out of 4
	Mr. Yivek Khandelwal##	Chairman	-
	Mr. Vikash Kumar Agarwal*	Member	1 out of 4
	Mr. Alok Harlalka	Member	4 out of 4

*Mr. Vikash Kumar Agarwal was appointed as a Independent Director of the w.ef. November 11,2023.

# Resigned w.ef. July 02,2024 ## Appointed w.ef. July 02,2024

This Committee has been formed to carry out the function as contained in Schedule V of the Companies Act, 2013 and shall enjoy necessary powers and authority reviews commensurate with its functions.

Policy for selection and appointment of Directors and their Remuneration

The Nomination and Remuneration Committee has adopted a Charter which, inter alia, deals with the manner of selection of Board of Directors, CFO & Managing Director and their remuneration. This Policy is accordingly derived from the said Charter.

Criteria of selection of Non-Executive Directors

The Non-Executive Directors shall be of high integrity with relevant expertise and experience so as to have a diverse Board with Directors having expertise in the fields of manufacturing, marketing, finance, taxation, law, governance and general management.

In case of appointment of Independent Directors, the NRC Committee shall satisfy itself with regard to the independent nature of the Directors vis-a-vis the Company so as to enable the Board to discharge its function and duties effectively.

The NRC Committee shall ensure that the candidate identified for appointment as a Director is not disqualified for appointment under Section 164 of the Companies Act, 2013.

The NRC Committee shall consider the following attributes / criteria, whilst recommending to the Board the candidature for appointment as Director:

> Qualification, expertise and experience of the Directors in their respective fields;

> Personal, Professional or business standing;

> Diversity of the Board.

In case of re-appointment of Non-Executive Directors, the Board shall take into consideration the performance evaluation of die Director and his engagement level.

Remuneration Policy

The Non-Executive Directors shall be entitled to receive remuneration by way of sitting fees, reimbursement of expenses for participation in the Board meetings or any other remuneration as may be approved by the Board and the members.

A Non-Executive Director shall be entitled to receive sitting fees for each meeting of the Board attended by him, of such sum as may be approved by the Board of Directors within the overall limits prescribed under the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

CEO / Managing Director / CFO - Criteria for selection / appointment

For the purpose of selection of the CEO / MD / CFO, the Nomination & Remuneration Committee shall identify persons of integrity who possess relevant expertise, experience and leadership qualities required for the position and shall take into consideration recommendation, if any, received from any member of the Board.

The Committee will also ensure that the incumbent fulfils such other criteria with regard to age and other qualifications as laid down under the Companies Act, 2013 or other applicable laws.

Remuneration for the CEO / Managing Director / CFO

At the time of appointment or re-appointment, the CEO / Managing Director / CFO shall be paid such remuneration as may be mutually agreed between the Company (which includes the NRC Committee and the Board of Directors) and the CEO / Managing Director / CFO limits as be approved by the Board and the Members and as prescribed under the Companies Act, 2013.

The remuneration shall be subject to the approval of the Members of the Company in General Meeting. The remuneration of the CEO / Managing Director / CFO comprises only of fixed component. The fixed component comprises salary, allowances, perquisites, amenities and retiral benefits.

Remuneration Policy for the Senior Management Employees

In determining the remuneration of the Senior Management Employees (i.e., KMPs and Executive Committee Members) the NRC Committee shall ensure the relationship of remuneration and performance benchmark is clear.

The Managing Director will carry out the individual performance review based on the standard appraisal matrix and shall consider the appraisal score card and other factors mentioned herein-above, whilst recommending the annual increment and performance incentive to the NRC Committee for its review and approval.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Committee is in charge of looking after grievances of Investors and Shareholders. The detail of the Committee is as follows:

Terms of Reference

The terms of reference of the Committee includes the following:

> To review all complaint recorded in Scores of SEBI and replies made to the same by RTA / Company Secretary.

> To receive report on all complaints recorded in SCORES of the Registrar and Share Transfer Agent and note the corrective actions taken by the Registrars.

> To take action of all grievances and complaints lodged by the stock exchange, shareholders associations and other bodies.

> To review grievances of other stakeholders of the Company given in their individual capacity.

> Overview activities relating to share maintenance and related work.

Composition and Meetings of Stakeholder’s Relationship Committee
	Name of the Director	Position	No. of Meetings attended during the year
	Mrs. Soma Nath#	Chairman	1 out of 1
	Mr. Yivek Khandelwal##	Chairman	-
	Mr. Vikash Kumar Agarwal*	Member	1 out of 1
	Mr. Arvind Harlalka	Member	1 out of 1

*Mr. Vikash Kumar Agarwal was appointed as a Independent Director of the w.ef. November 11,2023. # Resigned w.ef. July 02,2024 ## Appointed w.ef. July 02,2024

23. GENERAL BODY MEETINGS

Annual General Meetings

The details of the last three Annual General Meetings of the Company are as under:

Financial Year	Date & Time Venue	VENUE
2022-2023	September 29, 2023, at 4:00 p.m.	90, Phears Lane, 5th Floor, Kolkata- 700012, West Bengal, India.
2021-2022	September 29, 2022, at 4:00 p.m.	90, Phears Lane, 5th Floor, Kolkata- 700012, West Bengal, India.
2020-2021	September 29, 2021, at 4:00 p.m.	90, Phears Lane, 5th Floor, Kolkata- 700012, West Bengal, India.

24. DISCLOSURE

There are no materially significant transactions with the related parties’ viz. Promoters, Directors or the Management, or their relatives or Subsidiaries that had potential conflict with the Company’s interest.

Suitable disclosure as required by the Accounting Standard (AS 18) has been made in the Annual Report.

There are no pecuniary relationships or transactions of Non-Executive Directors vis-a-vis the Company which has potential conflict with the interests of the Company at large.

No penalties have been imposed on the Company by Stock Exchange or SEBI relating to capital markets during the last three years.

The Company has in place a mechanism to inform the Board members about the Risk assessment and mitigation plans and periodical reviews to ensure that the critical risks are controlled by the executive management.

During the year ended March 31, 2024 the Company does not have any material listed / unlisted subsidiary companies as defined in SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 apart from mentioned below.

Sr. No.	Name and Address of the Company	CIN	Holding / Subsidiary / Associate	%of Shares held	Applicable Section	Listed
1.	Sunview Nirman Private Limited 90, PHEARS LANE, 5™ FLOOR KOLKATA-700012,WEST BENGAL	U70109W B2011PTC 169741	Subsidiary	88%	2(87)	NO
2.	Gretex Audio Tech LLP 90, PHEARS LANE, 5TH FLOOR, KOLKATA-700012, WEST BENGAL	AAQ-6253	Subsidiary	66%	2(87)	NO

The Independent Directors have confirmed that they meet the criteria of‘Independence’ as stipulated SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

25. MEANS OF COMMUNICATION

Results

The Half Yearly Audited Results and the Annual Audited Financial Results of the Company are sent to the stock exchanges immediately after they are approved by the Board. Also, they are uploaded on the Company’s website www.gretexindustries.com. The results are published in accordance with the guidelines of the Stock Exchange.

Website

The Company’s website www.gretexindustries.com contains a separate dedicated section ‘Investor Relations’ wherein shareholders’ information including financial results is available. The Company’s Annual Report is also available in a user- friendly and downloadable form.

Annual Report

The Annual Report containing, inter alia, Audited Financial Statements (standalone and consolidated), Boards’ Report, Auditors’ Report and other important information is circulated to Members and others entitled thereto. The Management’s Discussion and Analysis (MD&A) Report forms part of the Annual Report and is displayed on the Company’s website www.gretexindustries.com

NSE Corporate Compliance & Listing Centre (the ‘Listing Centre’)

NSE’s Listing Centre is a web-based application designed for corporate. All periodical compliance filings like shareholding pattern, among others are also filed electronically on the Listing Centre.

SEBI Complaints Redress System (SCORES)

Investors’ complaints are processed in a centralized web-based complaints redress system. The salient features of this system are: Centralized database of all complaints, online upload of Action Taken Reports (ATRs) by concerned companies and online viewing by investors of actions taken on the complaint and its current status. The Company regularly redresses the complaints if any, on SCORES within stipulated time.

Designated exclusive Email-id

The Company has designated the email-id [email protected] exclusively for investor servicing.

GENERAL’S SHAREHOLDRS INFORMATION

Annual General Meeting:

Day & Date: Saturday, July 27,2024 Time: 04:00 P.M

Venue: FLOOR 20, 1858, ACROPOLIS MALL, RAJDANGA MAIN ROAD, KOLKATA- 700107,

WEST BENGAL, INDIA.

Financial Calendar

01⁸⁴ April-31^st March Book Closure

The Register of Members and Transfer Books of the Company will remain closed from Wednesday, July 10,2024, to Sunday, July 21,2024 (both days inclusive).

Listing in stock exchanges and stock codes

The name of stock exchange at which the equity shares are listed and its stock code is as under:

Name of the Stock Exchanges	Stock Code
Emerge Platform of NSE Limited	GRETEX

The ISIN number for the Company equity share: INE985P01012 CIN: L17296WB2009PLC136911

Outstanding GDR''s / ADR''s / Warrant’s / Convertible instruments and their impact on equity: NIL Listing Fees to the Stock Exchange

The Company has paid listing fees up to March 31, 2024 to NSE Limited (NSE), where the Company’s shares are listed.

E-Voting

In terms of Section 108 of the Companies Act, 2013, Rules framed there under and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Company is not requiring to enroll for the e-voting facility to its Members in respect of all Members’ resolutions proposed to be passed at this Annual General Meeting. All the resolutions shall be passed through postal ballot.

Share Transfers Agent

Bigshare Services Private Limited S6-2, 6^th Pinnacle Business Park,

Mahakali Caves Road, next to Ahura Centre,

Andheri East, Mumbai- 400093, Maharashtra, India

Phone: [phone]

Email: [email protected]

Website: www.bigshareonline.com

Share Transfer System

26. SUBSIDAIRY COMPANIES

Gretex Audiotech LLP and Sunview Nirman Private Limited are the Subsidiaries of the Company.

During the year ended March 31, 2024 the Company does not have any material listed / unlisted subsidiary companies as defined in SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 apart from mentioned below.

Sr. No.	Name and Address of the Company	CIN	Holding / Subsidiary / Associate	%of Shares held	Applicable Section	Listed
1.	Sunview Nirman Private Limited 90, PHEARS LANE, 5™ FLOOR KOLKATA-700012,WEST BENGAL	U70109W B2011PTC 169741	Subsidiary	88%	2(87)	NO
2.	Gretex Audio Tech LLP 90, PHEARS LANE, 5TH FLOOR, KOLKATA, WEST BENGAL 700012	AAQ-6253	Subsidiary	66%	2(87)	NO

During the year under review, no companies have ceased to be joint venture or associate companies of the Company.

A statement containing the salient features of financial statements of subsidiaries as per 129(3) of the Act, is also included in this Annual Report in form AOC-1, presented in separate section forming part of the financial statement.

The Policy for determining “Material” subsidiaries has been displayed on the Company’s website: https://gretexindustries.eom/investors/#

27. DEMATERLISATION OF SHARES AND LIQUIDITY

Currently 100% of the Company Share Capital is held in dematerialized form.

28. DISTRIBUTION OF SHAREHOLDING AS ON MARCH 31,2024

Shareholding of Nominal value (In Rs)	No. of Shareholders	No of Share	Percentage of Total	Share Amount	%of Shareholding
Upto 5000	-	-	-	-	-
5001-10000	-	-	-	-	-
10001-20000	-	-	-	-	-
20001-30000	16	48000	1.13	480000	1.13
30001-40000	-	-	-	-	-
40001-50000	-	-	-	-	-
50001-100000	26	156000	3.70	1560000	37.04
100001 and above	25	4007600	95.15	40076000	95.15
Total	56	4211600	100.00	42116000	100.00

29. MARKET PRICE DATA

Monthly high and low of the equity shares of the Company trading volume are as follows from April 1, 2023 to March 31, 2024.

Sr. No.	Month	High Price	Low Price	Volume
1	April, 2023	-	-	-
2	May, 2023	-	-	-
3	June, 2023	-	-	-
4	July, 2023	-	-	-
5	August, 2023	-	-	-
6	September, 2023	-	-	-
7	October, 2023	-	-	-
8	November, 2023	42.35	42.35	3000
9	December, 2023	44.45	44.45	3000
10	January, 2024	51.00	46.65	9000
11	February, 2024	53.55	53.55	3000
12	March, 2024	64.75	56.00	21000

30. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In line with the provisions of the Section 177(9) of the Companies Act, 2013 and the Regulation 22 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, your Company has adopted Whistle Blower Policy, as part of vigil mechanism to provide appropriate avenues to the Directors and employees to bring to the attention of the management any issue which is perceived to be in violation of or in conflict with the fundamental business principles of the Company.

This vigil mechanism provides for adequate safeguards against victimization of employees and directors who avail of the vigil mechanism and also provide for direct access to the chairperson of the Audit committee, in exceptional cases. The Company Secretary is the designated officer for effective implementation of the policy and dealing with the complaints registered under the policy.

31. RISK MANAGEMENT

In today’s economic environment, Risk Management plays a very important part of business. The main aim of risk management is to identify, assess, prioritize, monitor and take precautionary measures in respect of the events that may pose risks to the business. The Company is not subject to any specific risk except risks associated with the general business of the Company as applicable to the industry as a whole.

At present the Company has not identified any element of risk which may threaten the existence of the Company.

32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

There was no significant and material order passed by the regulators, courts and tribunals impacting the going concern status and Company’s operations in future.

33. AUDITORS

The Company’s Auditors, M/s. Jay Gupta & Associates, Chartered Accountants, who were re-appointedwith your approval at the 11^th Annual General Meeting for a period of five years, will complete their present term on conclusion of the ensuing 16^th Annual General Meeting of the Company.

34. AUDITOR’S REPORT

The Auditors’ Report issued by Jay Gupta & Associates, on the Financial Statements for the year endedMarch 31,2024 does not contain any disqualification or adverse remark which requires clarification.

35. SECRETARIAL AUDIT

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, Ms. Namita Agarwal & Co., Practicing Company Secretary was appointed as Secretarial Auditor of the Company for the financial year 2023-2024. The Secretarial Audit report is annexed herewith as “Annexure II”.

36. COST AUDIT

As per directives of the Central Government and in pursuance to the provisions of Section 148 of the Companies Act, 2013 read with rules framed there under, the Company is not required to carry out an audit of cost accounts.

37. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and sale operations. The Company’s policy requires the conduct of all operations in such manner so as to ensure safety of all concerned, compliance of statutory and industrial requirements for environment protection and conservation of natural resources to the extent possible.

38. PARTICULARS OF EMPLOYEES

As required under the provisions of Companies Act, 2013 and Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, particulars of employees and related disclosures part of this Annual report as “Annexure III”.

39. MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Management Discussion and Analysis Report of the Company is annexed to this Report.

40. DISCLOSURE ON POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN

The Company has adopted policy on prevention of Sexual Harassment of Women at workplace in accordance with the Sexual Harassment of Women at workplace.

Your Company is committed to provide and promote a safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees. During the year under review, there was no case filed pursuant to the sexual harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

41. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

42. INVESTOR RELATIONS

Your Company always endeavours to keep the time of response to shareholders’ request / grievance at the minimum. Priority is accorded to address all the issues raised by the shareholders and provide them a satisfactory reply at the earliest possible time. The Stakeholders’ Relationship Committee of the Board meets periodically and reviews the status of the Shareholders'' Grievances. The shares of the Company continue to be traded in electronic forum and de-materialization exists with both the depositories viz., National Securities Depositoiy Limited and Central Depository Services (India) Limited.

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company''s executives, staff and workers.

1

Mr. Arvind Harlalka is appointed as Managing Director from Executive Director w. e.f November 11, 2023.

2

Mrs. Rajkumari Harlalka is appointed as Managing Director of the Company w.e.f. May 25, 2023.

3

* ^{1 1} Mr. Vikash Kumar Agarwal was appointed as Non- Executive Independent Director w. e.f. November 11, 2023

4

* ^{1 1 1} Mr. Vivek Khandelwal was appointed as Non- Executive Independent Director w. e.f. July 02, 2024.

5

Mr. Vishal Arora was appointed as Executive Director w.e.f. July 04, 2024

6

Mr. Arvind Harlalka is appointed as Managing Director from Executive Director w. e.f November 11, 2023.

7

Mrs. Rajkumari Harlalka is appointed as Managing Director of the Company w.e.f. May 25, 2023.

8

* ^{6 6} Mr. Vikash Kumar Agarwal was appointed as Non- Executive Independent Director w. e.f. November 11, 2023

Prevention of Insider Trading Code

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board of Directors and the designated employees have confirmed compliance with the Code.

22. COMMITTEES OF THE BOARD

In accordance with requirement SEBI (Listing Obligations and Disclosure Requirements), 2015, provisions on Corporate Governance the Board of Directors of the Company had constituted following Committees. The details of which are as under: