Gretex Corporate Services Ltd

Dear Shareholders,

Your Board of Directors ('Board') are pleased to present the 17^lh Annual Report of Gretex Corporate Services Limited ("Company") together with the audited Standalone and Consolidated financial statements, for the financial year ended March 31, 2025.

The total revenue of your company from operations, on standalone basis, stood at Rs 3436.71 Lakhs for the financial year ended 31^st March, 2025 as against Rs 2160.54 Lakhs for the previous financial year. The Profit before tax from operations is Rs 1627.18 Lakhs for the current year as against Rs 1055.18 Lakhs in previous financial year. After making provision for tax, the net profit of your company is Rs 1249.46 Lakhs as against Rs 747.55 Lakhs in the previous financial year.

The total revenue of your company from operations, on consolidation basis, stood at Rs 25886.04 Lakhs for the financial year ended 31^st March, 2025 as against Rs 10899.48 /- Lakhs for the previous financial year. The Profit before tax from operations is Rs 823.49 Lakhs for the current year as against Rs 4891.07 Lakhs in previous financial year. After making provision for tax, the net profit of your company is Rs 181.51 Lakhs as against Rs 3664.11 Lakhs in the previous financial year.

Your Company is primarily engaged in the business of Merchant Banking and is offering diversified financial and consultancy services in the areas of Capital Markets, Corporate Finance, Corporate Restructuring, Debt Syndication, Compliance Advisory.

The Total Standalone Income of the Company stood at Rs 3436.71 Lakhs for the year ended March 31, 2025 as against Rs 2160.54 Lakhs in the previous year. The Company made a *Net Profit of Rs 1249.46 Lakhs for the year ended March 31, 2025 as compared to the Standalone Net Profit of Rs 747.55 Lakhs in the previous year.

*Net profit calculated before considering other Comprehensive Income

The Consolidated Total Income is Rs 26571.89 Lakhs for the financial year ended March 31,2025 as against Rs 11779.93 Lakhs during the previous financial year. Consolidated

**Net Profit (which includes profit from associate company as well) is Rs 181.51 Lakhs for the year ended March 31,2025 as compared to the Net Profit of Rs 3664.11 Lakhs in the previous year.

**Net profit calculated before considering other Comprehensive Income

The company in spite of many challenges and competitive market conditions was able to achieve satisfactory Sales and Net Profit (After Tax) figures. 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.

Our Company in the financials year 2024-25 interalia has listed 7 Companies on SME Platform of BSE Limited and Emerge Platform of NSE Limited including 1 Company on mainboard of BSE/ NSE.

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

Your Company during the FY 2024-2025 has increased its Authorised Equity Share Capital from Rs 13,00,00,000 (Rupees Thirteen Crore Only) divided into 1,30,00,000 (One Crore Thirty Lakhs) Equity Shares of face value Rs 10.00 (Rupees Ten Only) each to Rs 24,20,00,000.00 (Rupees Twenty-Four Crore and Twenty Lakhs Only) divided into 2,42,00,000 (Two Crore Forty-Two Lakhs only) Equity Shares of face value Rs 10.00 (Rupees Ten Only).

Further during the FY 2024-2025, the Company by way of Preferential Issue has issued 4,00,000 (Four Lakhs ) equity shares of face value Rs10.00 each at a price of Rs 379/- (Rupees Three Hundred Seventy-Nine only) per Equity Share (including premium of approx. Rs 369/- (Rupees Three Hundred Sixty-Nine only) per Equity Share, aggregating to approx. 15,16,00,000/- (Rupees Fifteen Crores Sixteen Lakhs only) and 8,00,000 (Eight Lakhs ) warrants of face value Rs 10.00 each at a price of Rs 379/- (Rupees Three Hundred Seventy-Nine only) per Warrant (including premium of approx. Rs 369/- (Rupees Three Hundred Sixty- Nine only) per Warrant, aggregating to approx. Rs 30,32,00,000 (Rupees Thirty Crores and Thirty-Two Lakhs only); an amount equivalent to 25% (twenty-five percent) of the price of each 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 Rs 11,91,55,450/-( Rupees Eleven Crores Ninety- one Lakhs, Fifty-Five Thousand, Four Hundred and Fifty only) divided into 1,19,15,545 (One crore Nineteen Lakhs Fifteen Thousand Five Hundred and Forty-Five) Equity Shares of face value of Rs 10/- each.

Further on 11^th April, 2025, the Company by way of Bonus Issue has issued 1,07,23,802 (One Crore Seven Lakhs Twenty- Three Thousand Eight Hundred and Two ) equity shares of face value Rs 10.00 each in the ratio of 9:10 (9 fully paid-up equity shares for every 10 equity shares held) as Bonus shares to the shareholders. Thereafter, the Issued, Subscribed and Paid-up Capital has been increased to Rs 22,63,93,470/- ( Rupees Twenty-Two Crores Sixty-Three Lakhs, Ninety-Three Thousand, Four Hundred and Seventy only) divided into 2,26,39,347(Two Crores Twenty-Six Lakhs Thirty-Nine Thousand Three Hundred and Forty-Seven) Equity Shares of face value of Rs 10/- each.

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://gretexcorporate.com/ investors/

As permitted under the Act, the Board does not propose to transfer any amount to General Reserves. The closing balance of the retained earnings of your Company for FY 2024-25, after all appropriations and adjustments, was Rs 2477.67 Lakhs.

Your directors are pleased to inform that an Interim Dividend of Rs 0.30 (Thirty Paisa only) per equity share of Rs 10.00 each was paid for the financial year 2024-25.

The Board of Directors (' the Board') is pleased to recommend declaration of a final dividend amounting to Rs0.30/- per Equity Share of face value Rs10/- each fully paid-up, i.e., (3%) for FY25.

The Board has recommended the dividend based on the parameters laid down in the Dividend Distribution Policy and dividend will be paid out of the profits of the year. The said dividend, if approved by the Members at the ensuing Annual General Meeting ('the AGM') will be paid to those Members whose name appears on the register of Members (including Beneficial Owners) of the Company as at the end of Friday, 1^st August, 2025.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Members, w.e.f. April 1, 2020 and the Company is required to deduct tax at source from dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.

The Company has fixed of Friday, 1^st August, 2025 as the "Record Date" for the purpose of determining the entitlement of Members to receive dividend for FY25.

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'), the Board had formulated a Dividend Distribution Policy ('the Policy'). The Policy is available on the Company's website URL at: chrome-extension://efaidnbmnnnibpcajpcglclefindmkaj/https://gretexcorporate.com/wp-content/uploads/2023/06/Dividend-Policy_GCSL.pdf.

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

Your 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.

During the year under review, there is no change in the composition of the Board of Directors.

Ms. Nishthi Haresh Dharmani has resigned as a Company Secretary of the company w.e.f 9^th May, 2025.

Ms. Bhavna Desai was appointed as a Company Secretary and Compliance Officer of the company in the Board Meeting held on 16^th May, 2025.

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.

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.

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.

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, 2025.

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.

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

During the Year under review, the Board of Directors in its Meeting held on 11^th April, 2025 allotted Bonus Equity Share 1,07,23,802. The shareholders approved the Bonus Shares in its Meeting held dated on 20^th March, 2025.

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.

In pursuance of the provision of Section 135 of the Companies Act, 2013, the CSR provisions are applicable to our Company for F.Y 2024-2025. The Annual Report on CSR Activities is attached with this report as Annexure I.

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.

Foreign exchange earnings : NIL No expenditure in foreign currency : NIL

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.

Gretex Share Broking Limited is the Subsidiary of the Company.

During the year ended March 31, 2025 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.

*GSBL became Subsidiary of the Company w.e.f. 12.09.2023.

** Signageus Value Advisors Private Limited is step down subsidiary of GSBL w.e.f. 12.09.2023

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://gretexcorporate. com/investors/#.

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.

During the financial year ended March 31, 2025, Six (6) Board Meetings were held.

For details of Board Composition, please refer to the Corporate Governance Report, which is a part of this report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

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 14, 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 the 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.

For details of Director's attendance at Board Meetings, please refer to the Corporate Governance Report, which is a part of this report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

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.

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.

For details of other committees and its meetings, please refer to the Corporate Governance Report, which is a part of this report.

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.

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.

The Company's Auditors, M/s. Jay Gupta & Associates, Chartered Accountants, who were appointed with your approval at the 13^th Annual General Meeting for a period of five years, will complete their present term on conclusion of the ensuing 18^th Annual General Meeting of the Company.

The Company has appointed M/s. V. Singhi and Associates, Chartered Accountants (FRN: 311017E), as Joint Statutory Auditor for a Period of five years w.e.f. from 1^st April 2025 by passing an Ordinary Resolution through Postal Ballot.

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.

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, Mr. Rahul Agarwal, RKN & CO., Practicing Company Secretary was appointed as Secretarial Auditor of the Company for the financial year 2024-2025. The Secretarial Audit report is annexed herewith as "Annexure II". The Secretarial Audit Report for FY 2024-25 for Material subsidiary also forms part of Annexure II. The Secretarial Audit Report does not contain any qualification, reservations or adverse remarks.

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 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.

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".

Your directors re-affirm their commitment to the Corporate Governance standards prescribed by Securities and Exchange Board of India codified as per the applicable regulations read with Schedule V of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015 with Stock Exchanges. Corporate Governance Report, Management Discussion and Analysis Report are set out in separate to this report.

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 in accordance with applicable laws.

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. 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 2024-25, no case in the nature of sexual harassment was reported at any workplace of the Company.

• Neither the statutory auditors nor the secretarial auditor, internal auditor has reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees.

• The Company has not issued equity shares with differential rights as to dividend, voting or otherwise

• There were no applications made or proceedings pending under the Insolvency and Bankruptcy Code, 2016, underscoring our financial resilience.

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

• The requirements for maintaining cost records and undergoing cost audits, as prescribed under Section 148(1) of the Companies Act, 2013, were not applicable to our business activities, aligning with our regulatory obligations.

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.

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.