Gretex Corporate Services Ltd Directors Report

To the,

Members of Gretex Corporate Services Limited

The Board of Directors ( Board ) are pleased to present the Eighteen (18th) Annual General Meeting of

Gretex Corporate Services Limited ( Company ) along with the 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.

(Amount Rs. in Lakh)

Particulars	Standalone		Consolidated
	FY 2025 -26	FY 2024 -25	FY 2025 -26	FY 2024 -25
Gross income	3 ,367	3,436.71	17,908.09	26,571.89
	.06
Profit before depreciation, amortisation and impairment expense, finance costs and tax expenses	2,093.33	1,627.18	4338.79	823 .49
Less: Depreciation, amortisation and impairment expense	113.99	118.62	204.12	264.06
Finance costs	32.33	25.46	194. 81	55.72
Profit before exceptional item and tax	1,947.01	1,483.10	3,939.85	503.71
Exceptional item	0	0	0	0
Profit before tax	1,947.01	1,483.10	3,939.85	503.71
Current tax	633.64	225.34	1,126.66	351.31
Deferred tax	13.78	8.30	49.22	(4.40)
Tax adjustments of earlier years (net)	0.75	(24.66)	0.91	(24.72)
Net Profit after tax but before share	1,299.59	1,249.46	2763.06	181.51
in profit of an associate
Add: Share in profit of an associate	0	0	39.63	0
Share of Profit of Joint Venture	0	0	(9.44)	0
Net Profit after tax and share in	1299.59	1,249.46	2,793.25	181.51
profit of an associate
Other Comprehensive Income	3,550.71	6,258.95	2,759.93	10,669.27
Total Comprehensive Income	4,850.29	7,508.40	5553.18	10,850.78
Net Profit Attributable to	0	0	2,793.25	181.52
Owners of the Company	0	0	2307.33	130.10
Non-Controlling Interests	0	0	485.93	51.42
Total Comprehensive Income	0	0	5,553.18	10,850.78
Attributable to
Owners of the Company	0	0	4,172.21	8,529.87
Non-Controlling Interests	0	0	1,380.97	2,320.91

2. State of Companys Affairs

Key highlights of Standalone Financial Performance

On a standalone basis, the Companys gross income stood at Rs 3,367.06 lakh for the financial year ended March 31, 2026 as compared to Rs 3,436.71 lakh in the previous year, registering a decrease of 2.03%. The profit before tax for the financial year ended March 31, 2026 increased to Rs 1,947.01 lakh, reflecting a rise of 31.28% from Rs 1,483.10 lakh in the previous year. The profit after tax during the year under review increased to Rs 1,299.59 lakh from Rs 1249.46 lakh , registering a growth of 4% over the previous year.

Key highlights of Consolidated Financial Performance

The consolidated gross income of the Company stood at Rs17,908.09 lakh as against Rs26,571.89 lakh during the previous year, reflecting a decrease of 32.61%. The Company reported a profit before tax of Rs 3,939.85 lakh , an increase of 682.12% over the previous years profit of Rs 503.71 lakh. The profit after tax recorded a substantial increase to Rs 2,793.25 lakh from Rs 181.52 lakh in the previous year.

3. Change In 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 is primarily engaged in merchant banking and offers a comprehensive suite of financial and consultancy services, encompassing capital markets advisory, corporate finance, corporate restructuring, debt syndication, and compliance advisory.

During the financial year under review, your Company achieved a landmark milestone by successfully migrating from the SME Platform of BSE Limited to the Main Board of BSE Limited and the National

Stock Exchange of India Limited, with effect from September 4, 2025. This transition is a testament to the Companys sustained growth trajectory, strengthened financial performance, and adherence to the highest standards of corporate governance. The listing on the Main Board has significantly broadened the Companys investor base, enhanced the liquidity of its equity shares, and further reinforced its visibility, credibility, and standing in the capital markets.

During the year under review, your Company demonstrated a strong operational performance by successfully executing the following mandates:

- Completion of listing of 11 Initial Public Offerings (IPOs) on the SME Platform of BSE Limited and the Emerge Platform of NSE Limited;

- Execution of 3 Open Offer transactions in accordance with applicable SEBI regulations;

- Successful completion of 1 Delisting assignment; and

- Delivery of 25 Valuation assignments across various engagements.

The Board places on record its appreciation for the trust reposed by its clients and the continued support of all stakeholders, which has been instrumental in enabling the Company to achieve these milestones.

5. Share Capital

During the year under review, FY 2025-2026 Authorised Equity Share Capital 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).

During the Financial Year 2025 26, the Company, by way of a bonus issue, allotted 1,07,23,802 (One Crore Seven Lakhs Twenty-Three Thousand Eight Hundred and Two) equity shares of face value 10 each, in the ratio of 9:10, i.e., 9 fully paid-up equity shares for every 10 equity shares held by the shareholders.

Further, the Company allotted 8,00,000 equity shares pursuant to the conversion of warrants that were originally issued on a preferential basis in the previous financial year. The said 8,00,000 (Eight Lakhs) warrants were issued at a price of 379 per warrant (including a premium of 369 per warrant) and were subsequently converted into equity shares of face value 10 each at an issue price of 379 per equity share. Additionally, 7,19,999 bonus shares were allotted upon conversion of the said warrants.

During the year under review, your Company raised capital through a Preferential Issue by issuing

1,00,000 (One Lakh) Equity Warrants having a face value of 10/- (Indian Rupees Ten only) each. Each Warrant is convertible into or exchangeable for 1 (One) fully paid-up Equity Share of face value of 10/- (Indian Rupees Ten only) each, for cash, at an issue price of 300/- (Indian Rupees Three Hundred only) per Warrant, at a premium of 290/- (Indian Rupees Two Hundred and Ninety only) per Warrant. In accordance with the terms of the issue, an amount equivalent to 25% (Twenty-Five Percent) of the issue price per Warrant was received at the time of allotment of the Warrants. The balance 75% (Seventy-Five

Percent) of the issue price shall become payable at the time of exercise of the option by the respective Warrant holder(s) for conversion of such Warrants into fully paid-up Equity Shares of the Company.

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

Accordingly, as on 31st March 2026, the Issued, Subscribed and Paid-up Equity Share Capital of the Company stands at Rs. 24,15,93,460/- (Rupees Twenty-Four Crores Fifteen Lakhs Ninety-Three Thousand Four Hundred and Sixty only) divided into 2,41,59,346 (Two Crores Forty-One Lakhs Fifty-Nine

Thousand Three Hundred and Forty-Six) Equity Shares of face value of Rs. 10/- each.

6. Dividend

The Board recommends a final dividend of Rs 0.70 per equity share on the share capital aggregating to

Rs 169.16 Lakhs. The dividend is subject to approval of members at the ensuing Annual General Meeting (AGM) and deduction of tax at source, as required under the law. The final dividend, if approved, would be paid to members whose names appear in the Register of Members as on the record date fixed for this purpose.

The dividend payment is based upon the parameters mentioned in the Dividend Distribution Policy approved by the Board of Directors of the Company pursuant to SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Policy is uploaded on the Companys website at https://gretexcorporate.com/investor-relations/codes-and-policies.

Dividend, if approved by the members, will be paid electronically pursuant to the amendment to Regulation 12 notified by the Securities and Exchange Board of India vide the SEBI (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2025, effective November 19, 2025. Accordingly, the Company would be unable to pay dividends through warrants and cheques.

7. Transfer To Reserve

During the year under review, the Company has not transferred any amount to the reserves. The entire amount of profits is retained in the profit and loss account.

8. Board Of Directors

As on March 31, 2026, the Board of the Company comprised six (6) Directors -

Sr. No.	Name	Designation	DIN
1.	Mr. Alok Harlalka	Chairman, Managing Director & CFO	02486575
2.	Mr. Arvind Harlalka	Whole Time Director	00494136
3.	Mr. Sumeet Harlalka	Whole Time Director	00474175
4.	Ms. Khusbu Agrawal	Independent Director	09847254
5.	Ms. Dimple Laxminarayan Khetan	Independent Director	00807957
6.	Mr. Rajiv Kumar Agarwal	Independent Director	09605749

In accordance with the applicable provisions of Section 152 of the Act, Mr. Alok Harlalka (DIN:

02486575), being the longest in office since his last appointment, retires by rotation at the ensuing AGM of the Company. Being eligible, Mr. Alok Harlalka (DIN: 02486575), has offered himself for re-appointment as a director.

Key Management / Managerial Personnel:

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

Sr. No. Name	Designation
1. Mr. Alok Harlalka	Chairman, Managing Director & CFO
2. Mr. Arvind Harlalka	Whole Time Director
3. Mr. Sumeet Harlalka	Whole Time Director
4. Ms. Nishthi Haresh Dharmani*	Company Secretary & Compliance Officer
5. Ms. Bhavna Desai**	Group Head - Legal, Company Secretary & Compliance Officer

*Ms. Nishthi Haresh Dharmani resigned w.e.f May 09, 2025 ** Ms. Bhavna Desai was appointed w.e.f May 16, 2025

Declaration By The 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 a 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, Five (5) meetings of the Board of Directors were duly convened and held. The maximum gap between any two consecutive meetings did not exceed

120 days, in compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015.

Details with respect to the number of Board Meetings held during the year & the attendance of the Directors thereat are provided in the Report on Corporate Governance attached as Annexure I, which forms an integral part of this Annual Report.

Meeting of Independent Directors

The meeting of the Independent Directors of the Company was held on November 13, 2025 &

January 10, 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 Committees

The Board of Directors has constituted various Committees to effectively oversee specific areas of governance and operations. The Committees presently constituted are as follows:

- Audit Committee

- Nomination and Remuneration Committee

- Corporate Social Responsibility Committee

- Stakeholders Relationship Committee

- Management Committee

A detailed overview of the composition, terms of reference, number of meetings held, and attendance of the members of these Committees is provided in the Report on Corporate Governance, which forms an integral part of this Annual Report.

The composition and terms of reference of all the aforesaid Committees are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015.

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 Boards 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.

The Directors expressed their satisfaction with the evaluation process. During the year under review, the Nomination and Remuneration Committee (NRC) reviewed and reaffirmed that the use of a structured questionnaire continues to be an effective methodology for evaluating the performance of the Board, its committees, and individual Directors.

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.

(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and 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 Companys 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. The Code of Conduct is in compliance with the SEBI (Prohibition of Insider Trading) Regulations,

2015, as amended from time to time, including the amendments notified in 2024-25. The

Company has also put in place adequate and effective systems of internal controls and has adopted a policy for determination of legitimate purposes as required under the aforesaid Regulations. The Structured Digital Database (SDD) is being maintained in accordance with

Regulation 3(5) and 3(6) of the SEBI (Prohibition of Insider Trading) Regulations, 2015.

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 had one subsidiary company and one associate company, details of which are provided below.

A. Gretex Share Broking Limited (GSBL) (Material Subsidiary) - The company is a SEBI registered NSE/BSE Broker & Market Maker with more than 15 years of experience in broking business. The company offers services such as Depository Participant, Market making, Institutional Broking and Retail Broking. During the year under review, it reported a consolidated operating revenue of Rs. 14,541.96/- Lakhs during the current year as compared to Rs. 23,986.24/- Lakhs in the previous year. The consolidated profit after tax for the year is Rs. 1,458.74 Lakhs as compared to Rs. 154.26 Lakhs in the previous year.

During the financial year the Company has subscribed to 14,21,250 (Fourteen Lakh Twenty-One Thousand Two Hundred and Fifty) Equity Shares on a preferential basis at a price of 160 (Rupees One Hundred Sixty Only) per equity share, aggregating to 22,74,00,080 (Rupees

Twenty-Two Crore Seventy-Four Lakh Eighty Only) in GSBL.

B. Gretex Industries Limited (Associate company) - The Company is listed on the Emerge Platform of NSE. The company is involved in the business of buying, selling, dealing & manufacturing in all types of musical instruments. It became an associate company from this financial year. It reported a consolidated operating revenue of Rs 5578.76 Lakhs during the current year. The consolidated profit after tax after non-controlling interests for the year is Rs 147.22 Lakhs.

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 e-Form AOC-1 (as per Companies (Accounts) Second Amendment Rules, 2025), as Annexure II 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://gretexcorporate.com/assets/documents/investor-relations/codes-and-policies/policy-of-determining-material-subsidiary.pdf

10. Auditors:

A.Statutory Auditor :

M/s. Jay Gupta & Associates, Chartered Accountants (Firm Registration No. 329001E) holding a valid Peer Review Certificate issued by the Institute of Chartered Accountants of India (ICAI), were appointed as the Statutory Auditors of the Company for a first term of five (5) consecutive years, commencing from the conclusion of the 13th Annual General Meeting (AGM) and continuing until the conclusion of the 18th Annual General Meeting. Upon the recommendation of the Audit Committee and subsequent approval by the Board of Directors, and subject to the approval of the Members at the ensuing 18th Annual General Meeting, it is proposed to re-appoint M/s. Jay Gupta & Associates, Chartered Accountants (Firm Registration No.

329001E) as the Statutory Auditors of the Company for a second consecutive term of five (5) years, commencing from the conclusion of the ensuing 18th Annual General Meeting and continuing until the conclusion of the 23rd Annual General Meeting.

During the financial year 2025 26, the Members at the 17th AGM held on August 14, 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 Joint Statutory Auditors of the Company for a term of five (5) consecutive years, commencing from the conclusion of the 17th AGM until the conclusion of the 22nd AGM to be held in the financial year 2029 30.

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

The Auditors 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 Auditors Report are self-explanatory and therefore do not call for any further explanation and comments.

B.Secretarial Auditor:

Pursuant to the provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), read with 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 and its material unlisted subsidiaries.

Further, in terms of the Listing Regulations, the Company is also required to submit an Annual Secretarial Compliance Report, duly signed by a Practicing Company Secretary or the Secretarial Auditor, as prescribed by the Securities and Exchange Board of India (SEBI).

In compliance with the above requirements and based on the recommendation of the Audit Committee, the Board of Directors at its meeting held in July 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 five (5) consecutive years commencing from April 1, 2025 up to March 31, 2030.

In accordance with the amended Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024, effective from April 1, 2025, the appointment of the Secretarial Auditor has been made subject to the approval of the shareholders at the Annual General Meeting. The Secretarial Auditor is a Peer Reviewed Company Secretary as required under the amended regulations. The approval of the Members for such appointment was obtained at the 17th Annual General Meeting held on August 14,

2025.

The Secretarial Audit Report for the financial year 2025-26 is annexed herewith as Annexure III and forms an integral part of this Report. The Secretarial Audit Report of the material subsidiary for the financial year 2025-26 is also included in the said Annexure.

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, in compliance with the amended Regulation 24A of the SEBI Listing Regulations, the

Annual Secretarial Compliance Report for the financial year 2025-26 has been submitted to the stock exchange(s) within the stipulated time and the same is signed by the Secretarial Auditor who is a Peer Reviewed Company Secretary.

Further, the Company informs that the existing Secretarial Auditor of the Company tendered his resignation 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 18th 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 Auditors

The Board, based on the recommendation of the Audit Committee and as approved by the Board of Directors, the company re-appointed Ajmera & Ajmera, Chartered Accountants, as the Internal

Auditors of the Company for the financial year 2026-27 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.6 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://gretexcorporate.com/assets/documents/investor-relations/codes-and-policies/policy-o n-related-party-transactions-and-on-dealing-with-related-party-transaction.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 IV . The related party transactions as required under Ind AS 24 are reported in note 32 of notes to the Standalone Financial Statements and note 42 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. In compliance with the SEBI (LODR) (Fifth Amendment) Regulations, 2025, the Company has adopted the revised scale-based materiality thresholds for related party transactions. The Companys Policy on dealing with Related Party Transactions has been suitably amended to incorporate these changes.

13. Internal Control Systems and Its 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 Directors confirm that the internal financial controls laid down by the Company are adequate and operating effectively as required under Section 134(5)(e) of the Companies Act, 2013.

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 Companys 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 accordance with the provisions of Section 135 of the Act, the Board has constituted the

Corporate Social Responsibility Committee (the CSR Committee). Brief terms of reference, details of meetings held and attendance thereat, are provided in the Report on Corporate Governance forming part of this Report.

The Report on CSR activities as mandated under the Companies (Corporate Social

Responsibility Policy) Rules, 2014 is annexed as The Company has also filed e-Form CSR-2 with the Registrar of Companies in compliance with the Companies (Accounts) Amendment Rules, 2025. Annexure V and forms an integral part of this Report.

The CSR Policy is available on the website of the Company at https://gretexcorporate.com/assets/documents/investor-relations/codes-and-policies/csr-p olicy.pdf

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 todays 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. The constitution of Risk Management Committee is not applicable to the company.

18. Significant and Material Orders Passed by the Regulators or Courts or Tribunals Impacting The Going Concern Status and Companys 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.

Having said above, we report that the following orders were passed by SEBI -

i. The Company had violated the following provisions for which INR 20,00,000 (Indian Rupees

Twenty Lakh Only) was imposed:

Regulation 32 of SEBI (Listing Obligations and Disclosure Requirements) Regulations; Regulation 245 r/w Schedule VI of SEBI (Issue of and Disclosure Requirements) Regulations, 2018; and Regulation 30 of LODR Regulations, 2015 r/w Annexure I of SEBI circular dated

September 09, 2015.

ii. SEBI, vide order dated October 30, 2025, had prohibited Gretex Corporate Services Limited, in its capacity as a SEBI Registered Merchant Banker (INM000012177), from taking up any new assignment or contract or launching a new scheme for a period of twenty-one (21) days, pursuant to the enquiry proceedings conducted under the SEBI (Merchant Bankers) Regulations,

1992 and SEBI (Intermediaries) Regulations, 2008. The said period is already over.

The violations were in relation to non-maintenance of minimum prescribed net worth in violation of Regulation 7 of the SEBI (Merchant Bankers) Regulations, 1992, and failure to exercise adequate due diligence in respect of an SME public issue in violation of Regulation 13 read with Clauses 1, 3, 4, 7 and 20 of Schedule III of SEBI (Merchant Bankers) Regulations, 1992.

iii. The Adjudication Order has been passed pursuant to inspection conducted by SEBI in relation to alleged non-compliances with provisions of SEBI (ICDR) Regulations, SEBI (Merchant Bankers) Regulations and related circulars. Penalty of INR 15,00,000 (Rupees Fifteen Lakh Only) levied on the Company.

19. Maintenance of cost records

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 VI , appended to this Report.

21. Report on Corporate Governance

The Report on Corporate Governance for the financial year 2025-26 along with a certificate from the Secretarial Auditors of the Company certifying compliance with the conditions of Corporate Governance as stipulated in the SEBI Listing Regulations forms part of this Annual Report.

22. 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.

23. Annual Return

In terms of Section 134(3)(a) read with 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 in the prescribed e-Form MGT-7 is available on the website of the Company https://gretexcorporate.com/investor-relations/disclosures-under-reg-46-of-lodr/financial-infor mation/annual-returns.php

24. 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.

25. Maternity Benefit Provided by the Company Under Maternity Benefit Act 1961:

Pursuant to the Companies (Accounts) Second Amendment Rules, 2025, the Company hereby 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

26. 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. 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.

27. 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 inconflict 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.

28. Cybersecurity

The Company has implemented robust cybersecurity measures to protect its information assets and ensure the integrity, confidentiality, and availability of data. The Company has adopted a Cybersecurity Policy and has put in place adequate infrastructure and processes to safeguard its IT systems against cyber threats. During the financial year under review, no material cybersecurity incidents were reported. The Company continues to strengthen its cybersecurity framework in compliance with applicable regulatory requirements.

29. General 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 sweat equity shares to the employees or directors of the Company

- No Employee Stock Option Scheme (ESOS) was in operation during the financial year under review.

- The Company has not granted any stock options to its employees or directors during the year.

- No proceedings pending under the Insolvency and Bankruptcy Code, 2016.

- No instance of one-time settlement with any Bank or Financial Institution.

- There was no transfer of unpaid and unclaimed amount to Investor Education and Protection Fund (IEPF) during the year under review. The Company has complied with the provisions relating to transfer of unpaid and unclaimed dividends and shares to the Investor Education and Protection Fund (IEPF) as specified under Sections 124 and 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit,

Transfer and Refund) Rules, 2016, as amended from time to time.

30. 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.

31. Acknowledgement

The Board places on record its deep sense of appreciation for the services committed by all the employees of the Company. The Board would also like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, government and regulatory authorities, stock exchanges, customers, vendors & members during the year under review. The Board also places on record its appreciation for the continued support received from the Securities and Exchange Board of India (SEBI), BSE Limited, National Stock Exchange of India Limited, the Registrar of Companies, the Ministry of Corporate Affairs, depositories, registrar and share transfer agent, and all other regulatory and governmental authorities.

Registered Office:		By Order of the Board of Directors
A-401, Floor 4th, Plot FP-616, (PT),		For Gretex Corporate Services Limited
Naman Midtown, Senapati Bapat
Marg, Near Indiabulls, Dadar (w),
Delisle Road, Mumbai - 400013,
Maharashtra, India.
	Sd/-	Sd/-
	Alok Harlalka	Arvind Harlalka
Place : Mumbai	Chairman, Managing Director & CFO	Whole Time Director
Date: May 07, 2026	DIN: 02486575	DIN: 00494136