Gretex Industries Ltd Directors Report

To Members of,

Gretex Industries Limited

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.

(Amount C in Lakh)

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

2. State of Companys Affairs

Key highlights of Standalone Financial Performance

On a standalone basis, the Companys 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 decreasedto 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 DAddario, 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 companys balance sheet, enhancing its financial flexibility for the next phase of

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. a 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 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. growth.

8. Directors And Key Managerial Personnels

Board Of Directors

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

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

*During the financial year under review, pursuant 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 reappointment as a director.

Key Managerial Personnel

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

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

Declaration by Independent Directors

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

Further, in terms of Regulation 25(8) of the SEBI

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

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

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

Based on the declarations received and upon due assessment of their veracity, the Board is of the opinion that all the Independent

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

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

The Company has also adopted a Code of

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

Board Meetings

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

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

The Companys 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.

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

v - In attendance

X Leave of Absence

Meeting of Independent Directors

The meeting of the Independent Directors of the Company was held on January 09,2026 without the presence of non-independent directors and members of the Management. During this meeting, the independent directors reviewed the performance of non-independent directors, the Chairman and various Committees of the Board.

They also assessed the quality, quantity and timeliness of the flow of information between the Management and the Board, while evaluating progress on the recommendations made during the previous year.

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

Board Committee

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

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

As on March 31, 2026, the Board has five (5) committees, the details of which are given below. These committees monitor the activities as per the scope defined in their respective terms of reference, which are reviewed annually by the Board.

A. Audit Committee

B. Nomination and Remuneration Committee C. Stakeholders Relationship Committee. D. Corporate Social Responsibility Committee E. Management Committee The Details of all committee along with their composition and number of meetings held for respective Committees are as follows:

A. Audit Committee

As on March 31, 2026, the audit committee consisted of three (3) Members out of which two are Non Executive Independent Directors thereby meeting the requirements of Section 177 of the Act. Since the company is SME

Listed Company regulation 18 of LODR is not applicable. All the members of the Committee are financially literate and have accounting and financial management expertise. The Company Secretary of the Company acts as the Secretary to the Committee. The meetings of the audit committee are also attended by the Chief Financial Officer. Additionally, the representatives of the internal auditors and the statutory auditors are invited to attend these meetings to take the members through the internal audit report, financial results and observations, if any.

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

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

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

v - In attendance

X Leave of Absence

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

B. Nomination & Remuneration Committee

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

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

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 Companys 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. fi year 2025-26. The details of attendance of the members at SRCmetonce(1)timeduringthe these meetings are provided below:

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

v - In attendance

X Leave of Absence

Officer and the Secretary to the SRC. TheCompanySecretaryalsoactsastheCompliance

D. Corporate Social Responsibility Committee

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

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

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

v - In attendance

X Leave of Absence

E. Management Committee

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

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

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.

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

9. Subsidiary, Joint Venture and Associate Companies

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

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

A comprehensive report on the performance and financial position of each of the subsidiaries and associate company is included in the consolidated financial statements. Additionally, a statement containing the salient features of the financial statements of the subsidiaries and associate company is provided in Form AOC-1, as Annexure I which forms part of the Annual Report for the financial year 2025-26. The policy for determining material subsidiary is available on the website of the Company at https://www.gretexindustries.com/wp-content/ uploads/2025/05/Policy-for-Determining-Material-Subsidiary.pdf

Companies which became Subsidiaries during FY 2025-26

Pursuant to Rule 8(5)(iv) of the Companies (Accounts) Rules, 2014, the following companies became subsidiaries of the Company during FY 2025-26:

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

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

10. Auditors:

A. Statutory Auditor:

M/s. Jay Gupta & Associates, Chartered Accountants (FRN: 329001E), the erstwhile Statutory Auditors of the Company, completed their tenure of 10 (ten) consecutive years as

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

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

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.

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 Companys 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 Companys growth and success.