Gretex Industries Ltd

To,

The Members,

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

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 of99820.72 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 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.

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.

"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

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.

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.

events that occurred during the financial Exceptasmentionedbelow,thereareno significant 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.

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,reviewingoperationalefficiency 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.

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.

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.

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors' Responsibility

Statement,itishereby

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 year under review. orloss ofthe Companyforthe c) That the Directorshavetakenproperandsufficient 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 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.

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

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/

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

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

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:

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.

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

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:

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:

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, remuneration etc.

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

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.

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 subjecttoanyspecificrisk 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.

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.

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.

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

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.

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.

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.

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".

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'.

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.

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.

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

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.

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