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.

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 -

‘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:

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.

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:

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:

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:

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:

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:

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:

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:

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