Gretex Industries Ltd Directors Report

To,

The Members,

GRETEX INDUSTRIES LIMITED

Your Board of Directora (‘Board) is pleased to present the 15^a1 (Fi?eenth) Annual Report of your Company, Gretex Industries Limited, for the financial year ended March 31, 2024. In line with the requirements of the Companies Act, 2013 and the rules framed thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, this report covers the financial results and other developments during April 01,2023 to March 31,2024 in respect of Gretex Industries Limited.

1. SUMMARY OF FINANCIAL RESULTS

(Amount in Thousand)

	Standalone		Consolidated
FINANANCIAL RESULTS	31.03.2024	31.03.2023	31.03.2024	31.03.2023
Total Income	444524.97	220271.54	479935.98	253735.76
Net Profit / (Loss) before tax	132771.92	8224.96	134555.00	8806.81
Less: Loss from discontinued operation	0.00	0.00	0.00	0.00
Current Tax	35225.22	1695.21	36417.82	2033.53
Income Tax for earlier year	-2320.31	0.00	-2256.25	0.00
Deferred Tax	46.29	90.42	46.29	90.42
Add: Share of Profit / (Loss) fromassociates	0	0	0	0
Profit / (Loss) after tax for the year	99820.72	6439.34	100347.14	6682.87
Less : Minority Interest	0	0	852.57	243.53
Profit/ (Loss) Carried to Balance Sheet	99820.72	6439.34	99494.57	6439.34

2. PERFORMANCE OF THE COMPANY

Our Company is engaged in the business of distribution and is the sol? and authorised distributor of Yamaha Musical Instrumental covering the wide States of Maharashtra, West Bengal, Sikkim and other area of North- East India.

We are delighted to share the exceptional performance of the company during the financial year 2023-2024 and We have achieved extraordinary results, generating a remarkable increase in both Revenue and profits.

The Total Income of the Company stood at Rs.4,445.25/- Lakhs for the year ended March 31, 2024, as against Rs.2202.71/-Lakhs in the previous year, generating a remarkable Rs.2242.53/- increase in the total income. The Company made a Net Profit of Rs. 998.20/-Lakhs for the year ended, as compared to the Net Profit of Rs. 64.39/-Lakhs inthe previous year, increased by 933.81/- profits.

The Consolidated Total Income is Rs. 4799.35/-Lakhs for the financial year ended March 31,2024, as against Rs.2537.35/- Lakhs during the previous financial year. Consolidated Net Profit (which ineludes profit ffom associate company as well) is Rs.1003.47/- Lakhs for the year ended March 31, 2024, as compared to the Net Profit of Rs.66.82/-Lakhs inthe previous year.

The management is of the opini?n that in the coming future as the overall situation seems to be to be impro ving and Directors are optimistic about Companys business and hopeful of better performance with increased revenue in next year.

There has been no change in the business of the Company during the f?nancial year ended March 31, 2024.

During the year FY 2019-20, the Board of Directors of the Company at its meeting held on June 08,2020 approved the Amalgamation of Apsara Selections Limited(CIN: U52190MH2011PLC269248) and Sanku Merchandise Pr?vate Limited (CIN: U52190MH2011PTC269247) (ROC Mumbai) ("Transferor Companies") in to and with the company by the way of scheme of Amalgamation ("scheme"). The scheme was approved by the shareholders of the company by requisite majority at their meeting held on October 29,2021. On receipt of approval of the Shareholders, the Company filed petition with the Hon. National Company Law Tribunal (NCLT), Mumbai bench and Kolkata Bench respectively with the prayer to sanction the scheme after several hearings, on April 02,2024 the NCLT Kolkata Bench pronounced the order sanctioning the above mentioned scheme (the appointed date being January 01,2020), on date May 04,2024 the parties to the scheme made necessary f?ling to the statutory authorities and accordingly the scheme became effective from May 04,2024.

As per the requirement of the scheme the Shareholders the Company in its meeting held on June 15,2024 approved the increase in Authorized Share Capital Rs. 5,16,80,000/- divided into 51,68,000 Equity Shares of Rs. 10/- each to Rs. 15,00,00,000/- divided into 1,50,00,000 Equity Shares of Rs.10/- each.

Further, for Allotment of Equity Shares to the shareholders of the transferee company the Board of Directors of the Company had meeting on July 02,2024 and allotment was done in below mentioned manner:

SI. No. ?ame of the Allottees	Promoter /Promoter Group/Public	No. of Shares allotted
1 Arvind Harlalka	Promoter	85,000
2 Sumeet Harlalka	Promoter	85,000
3 Ambition Tie Up Pr?vate Limited	Promoter Group	26,70,830
. Gretex Corporate Services Limited (Listed)	Promoter Group	17,00,000
5 Rajkumari Harlalka	Promoter Group	85,000
6 Alok Harlalka	Promoter Group	85,000
7 Gretex Share Broking Limited	Promoter Group	7,63,750
g Signageus Valu? Advisors Pr?vate Limited	Promoter	18,30,000
9 Bonanza Agency LLP	Promoter Group	16,250
10 Pranesh Dealmark Pr?vate Limited	Public	35,100
11 Hirise Infracon Limited	Public	3,52,300
12 Gaganbase Vincom Pr?vate Limited	Public	5,55,360
13 Vijay Laltaprasad Yadav	Public	2,60,000
14 Sakshi Vijay Yadav	Public	2,60,000
15 Shiv Parvati Leasing Pr?vate Limited	Public	35,100
16 Manoj Sitaram Agarwal	Public	1,30,000
17 Starwings Fashion Trading Limited	Public	35,100
18 Anirudh Poddar	Public	1,30,000
19 Vijay Kumar Poddar	Public	1,30,000
20 Naveen Poddar	Public	1,30,000
21 Praveen Poddar	Public	1,30,000
22 Utkarsh Agarwal	Public	1,30,000
23 Praveen Sitaram Agarwal	Public	1,30,000
24 Harsha Praveen Agarwal	Public	1,30,000
25 Varsha Murarka	Public	7,09,170
TOTAL	1,06,02,960

3. 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 Retum of the Company is available on the website of the Company https://gretexindustries.eom/investors/#

4. GENERAL RESERVE

During the year under review as well as during the previous year, the Company has not transferred any amount to the General Reserves.

As on March 31, 2024, Reserves and Surplus of the Company were at Rs.1941.59/-Lakhs (Standalone) and Rs. Rs.1938.32/-Lakhs (Consolidated).

5. 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, 2024.

6. CHANGES IN THE NATURE OF BUSINESS

There has been no Change in the nature of the business of your Company during the f?nancial year ended March 31,2024.

7. DEPOSITS FROM PUBLIC

Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 in the year under review.

8. DIRECTORS AND KEY MANAGERIAL PERSONNELS

Mr. Arvind Harlalka (DIN: 00494136) who is Hable to retire by rotation and being eligible, is re-appointed as Director.

Mrs. Rajkumari Harlalka (DIN: 03519046) wasappointed as a Managing Director of the company in the Board Meeting held onMay 25, 2023.

Mr. Arvind Harlalka (DIN: 00494136) was appointed as Managing Director of the Company with effect ffom November 11, 2023. He was earlier appointed as Managing Director of the Company ffom June 29,2020 to June 28,2025. Than his designation was changed to Executive Director in the Annual General meeting held on September 29,2023.

Ms. Sujata Pilinja Rao (DIN: 08816283) Independent Director of the Company resigned from the Directorship of the Company with effect ffom November 11, 2023

Mr. Vikash Kumar Agarwal (08417797) was appointed as an Additional Independent Director of the Company with effect from November 11,2023 for a term of five years.

Ms. Neeti Dubey was appointed as Company Secretary & Compliance Officer with effect from 16* November 2023 in place of Mr. Bikarm Bumwal who resigned as Company Secretary & Compliance Officer with effect from 07* November, 2023.

Mrs. SomaNath (DIN: 07544903) Independent Director of the Company resigned from the Directorship of the Company with effect from July 02, 2024.

Mr. Vivek Khandelwal (DIN: 10692197) was appointed as an Additional Independent Director ofthe Company with effect from July 02, 2024 for a term of five years.

Vishal Arora (DIN: 07558718) was appointed as an Additional Director of the Company with effect from July 04, 2024 for a term of three years.

None of the Directors of the Company is disqualified for being appointed / re-appointed as directors of the company as per the provisions of Section 164 of the Companies Act, 2013.

9. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Companies Act, 2013.

The performance of the Board was evaluated by the board after seeking inputs ffom all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board process, information and functioning etc.

The Board was of the view that the performance of the Board as a whole was adequate and fulfilled the parameters stipulated in the evaluation framework in its pro-growth activity. The Board also ensured that the Committee functioned adequately and independently in terms of the requirements of the Companies Act, 2013.

Further, the individual directors fulfilled their applicable responsibilities and duties laid down by the Companies Act, 2013 and atthe same time contributed with their valuable knowledge, experience and expertise to grab the opportunity and counter the adverse challenges faced by the Company during the year.

10. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

Pursuant to section 134(3)(d) of the Act, your Company confirm having received necessary declarations from all the Independent Directors under section 149(7) of the Companies Act, 2013 declaring that they meet the criteria of independence laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

11. SEPARATE MEETING OF INDEPENDENT DIRECTOR

In terms of requirement of Schedule IV of the Companies Act, 2013, Independent Director had a sep?rate meeting on May 25,2023, without the attendance of Non-Independent Director and Members of management. All the Independent Directors were present at the said meeting. The activities prescribed in paragraph VII of Schedule IV to the Act were carried out at the said meeting.

12. PARTICULARS OF LOANS, GUARANTEES ORINVESTMENTS

The particulars of loans, guarantees or investments made under Section 186 of the Companies Act, 2013 are fumished in the notes to the Financial Statements for the year ended March 31,2024.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

A Related Party Policy has been devised by the Board of Directors for determining the materiality of transaction with the related parties and dealing with them. The Audit Committee reviews all the related party transactions quarterly.

Further the members may note that the Company have entered into the following kinds of related party transactions:

Contra?is / Arrangements / Transactions which are not at arms length basis.

Any Material Contracts / Arrangements / Transactions.

Please refer Form AOC-2 Annexed to the Directors Report for details of the transactions entered with Related Parties as Annexure A.

14. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

Except as mentioned above, there are no significant events occurred during the financia! year afier the date of financia! statements.

15. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an adequate Intemal Control System, commensurate with the size, scale and complexity of its operations, which are well supplemented by surveillance of Interna! Auditor. The scope of work ineludes review of process for safeguarding the assets of the Company, review of operational efficiency effectiveness of systems and processes, and assessing the intemal control strengths in all areas. The details in respect of intemal financial control and their adequacy are included in management discussion and analysis report forming part of this report.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

In pursuance of the provisi?n of Section 13 5 of the Companies Act, 2013, the CSR provisions are applicable to our company for FY 2023-24 after taking effect of Merger of the company as mentioned in point no 14. The same under review and the required provisi?n has been made in the accounts. The Annual report on upeoming CSR activities is attached as Annexure-I.

17. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The particulars of conservation of energy and technology absorption as required under Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 are not applicable to your Company.

18. FOREIGN EXCHANGE EARNINGS AND OUT-GO

During the year under review there were no eamings from foreign exchange and outgo for the purpose of business.

19. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed:

a) That in the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the State of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the Directors have prepared the annual accounts on a going concern basis.

e) That the Directora had laid down intemal financial Controls to be followed by the Company and that such intemal financial Controls are adequate and were operating effectively.

f) That the Directora had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

20. ?AME OF THE COMPANIES WHICH ARE SUBSIDIARES, JOINT VENTURE OR ASSOCIATE COMPA?IES DURING THE YEAR

As on date, your Company has following associate & subsidiary companies:

Sr. No. ?ame and Address of the Company	CIN	Holding / Subsidiary / Associate	% ofShares held	Applicable Section
1 Sunview Nirman Pr?vate Limited *	U70109WB20 11PTC169741	Subsidiary	88%	2(87)
90, PHEARS LA?E, 5™ FLOOR, KOLKATA- 700012 ,WEST BENGAL
2 Gretex Audiotech LLP 90, PHEARS LA?E, 5™ FLOOR, KOLKATA- 700012, WEST BENGAL	AAQ-6253	Subsidiary	66%	2(87)

• Effective date of becoming subsidiary is September 12,2023.

21. BOARD OF DIRECTORS

The Board meets at least once in a quarter, inter-alia, to review the quarterly performance and the financial results. The notice of each Board Meeting is given in writing to each Director. The Company circulates well in advance agenda of the Board Meeting along with detailed notes to the Directora.

Composition of Board of Directors of the Company

?ame of the Director	Category of Directorship	No. of Directorship in other Public & Pr?vate Limited Companies
Mr. Arvind Harlalka*	Managing Director (Non-Independent)	7
Mrs. Rajkumari Harlalka**	Managing Director (Non-Independent)	3
Mr. Alok Harlalka	Non-Executive (Non - Independent Director)	6
Mrs. Soma Nath	Non-Executive (Independent Director)	0
Mr. Vikash Kumar Agarwal***	Non-Executive (Independent Director)	2
Mr. Vivek Khandelwal****	Non-Executive (Independent Director)	0
Mr. Vishal Arora*****	Executive Director (Non-Independent)	0

* Mr. Arvind Harlalka is appointed as Managing Director from Executive Director w. e.f November 11, 2023.

** Mrs. Rajkumari Harlalka is appointed as Managing Director of the Company w.e.f. May 25, 2023.

* * * Mr. Vikash Kumar Agarwal was appointed as Non- Executive Independent Director w. e.f. November 11, 2023

* * * * Mr. Vivek Khandelwal was appointed as Non- Executive Independent Director w. e.f. July 02, 2024.

***** Mr. Vishal Arora was appointed as Executive Director w.e.f. July 04, 2024

Number of Board Meetings

During the fmancial year ended March 31, 2024, Six (6) Board Meetings were held:

Sr. No.	Dates of Board Meetings
1.	May 25,2023
2.	July 17,2023
3.	November 02,2023
4.	November 13, 2023
5.	November 16, 2023
6.	February 08, 2024

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013

i.e., not more than 120 days from the previous meeting.

Directors Attendance Record

The last Annual General Meeting was held on September 29, 2023. The attendance record of the Directors at the Board Meetings during the year ended on March 31, 2024, and at the last Annual General Meeting is as under

?ame of the Director	No. of Board Meetings attended during the year	Whether attended last Annual General Meeting
Mr. Arvind Harlalka*	6 out of 6	Yes
Mrs. Rajkumari Harlalka**	5 out of 6	No
Mr. Alok Harlalka	6 out of 6	Yes
Mrs. Soma Nath	6 out of 6	Yes
Mr. Vikash Kumar Agarwal***	2 out of 6	Yes

* Mr. Arvind Harlalka is appointed as Managing Director from Executive Director w. e.f November 11, 2023.

** Mrs. Rajkumari Harlalka is appointed as Managing Director of the Company w.e.f. May 25, 2023.

* * * Mr. Vikash Kumar Agarwal was appointed as Non- Executive Independent Director w. e.f. November 11, 2023

Prevention of Insider Trading Code

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to reg?late 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.

22. COMMITTEES OF THE BOARD

In accordance with requirement SEBI (Listing Obligations and Disclosure Requirements), 2015, provisions on Corporate Govemance the Board of Directors of the Company had constituted following Committees. The details of which are as under:

AUDIT COMMITTEE Terms of Reference

The terms of reference of the Audit Committee are as per the guidelines set out in the Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 withthe stock exchanges read with Section 177 of the Companies Act, 2013. These broadly inelude:

> Develop an annual plan for Committee,

> Review of financial reporting processes,

> Review of risk management, intemal control and govemance processes,

> Discussions on quarterly, half yearly and annual financial statements,

> Interaction with statutory, intemal auditors,

> Recommendation for appointment, remuneration and terms of appointment of auditors and

> Risk management framework conceming the critical operations of the Company.

In additionto the above, the Audit Committee also reviews the following:

> Matter included in the Directors Responsibility Statement;

> Changes, if any, in the accounting policies;

> Major accounting estimates and significant adjustments in financial statement;

> Compliance with listing and other legal requirements conceming financial statements;

> Disclosures in financial statement including related party transactions;

> Qualification in draft audit report;

> Scmtiny of inter-corporate loans & investments;

> Managements Discussions and Analysis of Companys operations;

> Valuation of undertakings or assets of the Company, wherever it is necessary;

> Periodical Intemal Audit Reports and the report of Fraud Risk Management Committee;

> Findings of any special investigations carried out either by the Intemal Auditors or by the extemal investigating agencies;

> Letters of Statutory Auditors to management on intemal control weakness, if any;

> Major non-routine transactions recorded in the financial statements involving exercise of judgment by the management;

> Recommend to the Board the appointment, re-appointment and, if required the replacement or removal of the statutory auditors and cost auditors considering their independence and effectiveness, and recommend the audit fees; and

> Subject to review by the Board of Directors, review on quarterly basis, Related Party Transactions entered into by the Company pursuant to each ?mnibus approval given.

Composition and Meetings of Audit Committee

The Audit Committee consists of two Independent Directora at present, all membera of the Audit Committee are financially literate, and they have accounting or related f?nancial management expertise. The Audit Committee met 4 times during the f?nancial year ended March 31,2024. The attendance record of the members at the meeting was as follows:

?ame of the Director	Position	No. of Meetings attended during the year
Mrs. Soma Nath#	Chairman	4 out of 4
Mr. Vivek Khandelwal##	Chairman	-
Mr. Vikash Kumar Agarwal*	Member	1 out of 4
Mr. Arvind Harlalka	Member	4 out of 4

*Mr. Vikash Kumar Agarwal was appointed as a Independent Director of the w.ef. November 11,2023

# Resigned w.e.f. July 02,2024

## Appointed w.e.f. July 02,2024

NOMEVATION & REMUNERATION COMMITTEE (NRC)

The Board of Directors of the Company has constituted a Nomination & Remuneration Committee, as per the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements), Regulation 2015, with the object of Remuneration & Nomination committee is to recommend / reviewthe 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 considera the f?nancial position of the Company, trend in the Industry, Appointees qualification, experience, past performance, past remuneration etc.

Terms of Reference

The Committee is empowered: -

> Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

> Formulation of criteria for evaluation of Independent Directors and the Board;

> Devising a policy on Board diversity;

> Identifying persons who are qualified to become directors and who may be appointed in s?nior management in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal and shall carry out evaluation of every director‘s performance;

> Determining, reviewing and recommending to the Board, the remuneration of the Company s Managing / Joint Managing / Deputy Managing / Whole time / Executive Director(s), including all elements of remuneration package;

> To ensure that the relationship of remuneration to perform is clear and meets appropriate performance benchmarks;

> Formulating, implementing, supervising and administering the terms and conditions of the Employee Stock Option Scheme, Employee Stock Purchase Scheme, whether present or prospective, pursuant to the applicable statutory / regulatory guidelines;

> Carrying out any other functions as authorized by the Board from time to time or as enforced by statutory / regulatory authorities

Composition and Meetings of the Nomination & Remuneration Committee

?ame of the Director	Position	No. of Meetings attended during the year
Mrs. Soma Nath#	Chairman	4 out of 4
Mr. Yivek Khandelwal##	Chairman	-
Mr. Vikash Kumar Agarwal*	Member	1 out of 4
Mr. Alok Harlalka	Member	4 out of 4

*Mr. Vikash Kumar Agarwal was appointed as a Independent Director of the w.ef. November 11,2023.

# Resigned w.ef. Jufy 02,2024 ## Appointed w.ef. Jufy 02,2024

This Committee has been formed to carry out the function as contained in Schedule V of the Companies Act, 2013 and shall enjoy necessary powers and authority reviews commensurate with its functions.

Policy for selection and appointment of Directors and their Remuneration

The Nomination and Remuneration Committee has adopted a Charter which, ?nter alia, deais with the manner of selection of Board of Directors, CFO & Managing Director and their remuneration. This Policy is accordingly derived from the said Charter.

Criteria of selection of Non-Executive Directors

The Non-Executive Directors shall be of high integrity with relevant expertise and experience so as to have a diverse Board with Directors having expertise inthe fields of manufacturing, marketing, finance, taxation, law, govemance and general management.

In case of appointment of Independent Directors, the NRC Committee shall satisfy itself with regard to the independent nature of the Directors vis-?-vis the Company so as to enable the Board to discharge its function and duties effectively.

The NRC Committee shall ensure that the candidate identified for appointment as a Director is not disqualified for appointment under Section 164 ofthe Companies Act, 2013.

The NRC Committee shall consider the following attributes / criteria, whilst recommending to the Board the candidature for appointment as Director:

> Qualification, expertise and experience of the Directors in their respective fields;

> Personal, Professional or business standing;

> Diversity of the Board.

In case of re-appointment of Non-Executive Directors, the Board shall take into consideration the performance evaluation ofthe Director and his engagement level.

Remuneration Policy

The Non-Executive Directors shall be entitled to receive remuneration by way of sitting fees, reimbursement of expenses for participation in the Board meetings or any other remuneration as may be approved by the Board and the members.

A Non-Executive Director shall be entitled to receive sitting fees for each meeting of the Board attended by him, of such sum as may be approved by the Board of Directors within the overall limits prescribed under the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

CEO / Managing Director / CFO - Criteria for selection / appointment

For the purpose of selection of the CEO / MD / CFO, the Nomination & Remuneration Committee shall identify persons of integrity who possess relevant expertise, experience and leadership qualities required for the position and shall take into consideration recommendation, if any, received from any member of the Board.

The Committee will also ensure that the incumbent fiilf?ls such other criteria with regard to age and other qualifications as laid down under the Companies Act, 2013 or other applicable laws.

Remuneration for the CEO / Managing Director / CFO

At the time of appointment or re-appointment, the CEO / Managing Director / CFO shall be paid such remuneration as may be mutually agreed between the Company (which ineludes the NRC Committee and the Board of Directors) and the CEO / Managing Director / CFO limits as be approved by the Board and the Members and as prescribed under the Companies Act, 2013.

The remuneration shall be subject to the approval of the Members of the Company in General Meeting. The remuneration of the CEO / Managing Director / CFO comprises only of fixed component. The fixed component comprises salary, allowances, perquisites, amenities and retiral benefits.

Remuneration Policy for the S?nior Management Employees

In determining the remuneration of the S?nior Management Employees (i.e., KMPs and Executive Committee Members) the NRC Committee shall ensure the relationship of remuneration and performance benchmark is clear.

The Managing Director will carry out the individual performance reviewbased on the standard appraisal matrix and shall consider the appraisal score card and other factors mentioned herein-above, whilst recommending the annual increment and performance incentive to the NRC Committee for its review and approval.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Committee is in charge of looking after grievances of Investors and Shareholders. The detail of the Committee is as follows:

Terms of Reference

The terms of reference of the Committee includes the following:

> To review all complaint recorded in Scores of SEBI and replies made to the same by RTA / Company Secretary.

> To receive report on all complaints recorded in SCORES of the Registrar and Share Transfer Agent and note the corrective actions taken by the Registrars.

> To take action of all grievances and complaints lodged by the stock exchange, shareholders associations and other bodies.

> To review grievances of other stakeholders of the Company given in their individual capacity.

> OverView activities relating to share maintenance and related work.

Composition and Meetings of Stakeholders Relationship Committee

?ame of the Director	Position	No. of Meetings attended during the year
Mrs. Soma Nath#	Chairman	1 out of 1
Mr. Yivek Khandelwal##	Chairman	-
Mr. Vikash Kumar Agarwal*	Member	1 out of 1
Mr. Arvind Harlalka	Member	1 out of 1

*Mr. Vikash Kumar Agarwal was appointed as a Independent Director of the w.ef. November 11,2023.

# Resigned w.ef. Jufy 02,2024

## Appointed w.ef. Jufy 02,2024

23. GENERAL BODY MEETINGS

Annual General Meetings

The details of the last three Annual General Meetings of the Company are as under:

Financial Year	Date & Time Venue	VENUE
2022-2023	September 29, 2023, at 4:00 p.m.	90, Phears La?e, 5* Floor, Kolkata- 700012, West Bengal, India.
2021-2022	September 29, 2022, at 4:00 p.m.	90, Phears La?e, 5*11 Floor, Kolkata- 700012, West Bengal, India.
2020-2021	September 29, 2021, at 4:00 p.m.	90, Phears La?e, 5* Floor, Kolkata- 700012, West Bengal, India.

24. DISCLOSURE

There are no materially significant transactions with the related parties viz. Promoters, Directors or the Management, or their relatives or Subsidiarles that had potential conflict with the Companys interest.

Suitable disclosure as required by the Accounting Standard (AS 18) has been made in the Annual Report.

There are no pecuniary relationships or transactions of Non-Executive Directors vis-?-vis the Company which has potential conflict with the interests of the Company at large.

No penalties have been imposed on the Company by Stock Exchange or SEBI relating to capital markets during the last three years.

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.

During the year ended March 31, 2024 the Company does not have any material listed / unlisted subsidiary companies as defined in SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 apart from mentioned below.

Sr. No. ?ame and Address of the Company	CIN	Holding / Subsidiary / Associate	%of Shares held	Applicable Section	Listed
1. Sunview Nirman Pr?vate Limited	U70109W B2011PTC	Subsidiary	88%	2(87)	NO
90, PHEARS LA?E, 5™ FLOORKOLKATA- 700012,WEST BENGAL	169741
2. Gretex Audio Tech LLP 90, PHEARS LA?E, 5TH FLOOR, KOLKATA- 700012, WEST BENGAL	AAQ-6253	Subsidiary	66%	2(87)	NO

The Independent Directora have confirmed that they meet the criteria of‘Independence as stipulated SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

25. MEANS OF COMMUNICATION

Results

The Half Yearly Audited Results and the Annual Audited Financial Results of the Company are sent to the stock exchanges immediately after they are approved by the Board. Also, they are uploaded on the Companys website www.gretexindustries.com. The results are published in accordance with the guidelines of the Stock Exchange.

Website

The Companys website www.gretexindustries.com contains a sep?rate dedicated section ‘Investor Relations wherein shareholders information including financial results is available. The Companys Annual Report is also available in a user- friendly and downloadable form.

Annual Report

The Annual Report containing, ?nter alia, Audited Financial Statements (standalone and Consolidated), Boards Report, Auditors Report and other important information is circulated to Members and others entitled thereto. The Managements Discussion and Analysis (MD&A) Report forms part of the Annual Report and is displayed onthe Companys website www.gretexindustries.com

NSE Corporate Compliance & Listing Centre (the ‘Listing Centre)

NSEs Listing Centre is a web-based application designed for corporate. All periodical compliance filings like shareholding pattem, among others are also filed electronically on the Listing Centre.

SEBI Complaints Redress System (SCORES)

Investors complaints are processed in a centralized web-based complaints redress system. The salient features of this system are: Centralized database of all complaints, online upload of Action Taken Reports (ATRs) by concemed companies and online viewing by investors of actions taken on the complaint and its current status. The Company regularly redresses the complaints if any, on SCORES within stipulated time.

Designated exclusive Email-id

The Company has designated the email-id info@gretexindustries.com exclusivelv for investor servicing.

GENERALS SHAREHOLDRS INFORMATION

Annual General Meeting:

Day & Date: Saturday, July 27,2024 Time: 04:00 P.M

Venue: FLOOR 20, 1858, ACROPOLIS MALL, RAJDANGA MAIN ROAD, KOLKATA- 700107,

WEST BENGAL, INDIA.

Financial Calendar

01^st April-31^sl March Book Closure

The Register of Members and Transfer Books of the Company will remain closed from Wednesday, July 10,2024, to Sunday, July 21,2024 (both days inclusive).

Listing in stock exchanges and stock codes

The ?ame of stock exchange at which the equity shares are listed and its stock code is as under:

?ame of the Stock Exchanges	Stock Code
Emerge Platform of NSE Limited	GRETEX

The ISIN number for the Company equity share: INE985P01012 CIN: L17296WB2009PLC136911

Outstanding GDRs / ADRs / Warrants / Convertible instruments and their impact on equity: NIL Listing Fees to the Stock Exchange

The Company has paid listing fees up to March 31, 2024 to NSE Limited (NSE), where the Companys shares are listed.

E-Voting

In terms of Section 108 of the Companies Act, 2013, Rules framed there under and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Company is not requiring to enroll for the e-voting facility to its Members in respect of all Members resolutions proposed to be passed at this Annual General Meeting. All the resolutions shall be passed through postal ballot.

Share Transfers Agent

Bigshare Services Pr?vate Limited S6-2, 6* Pinnacle Business Park,

Mahakali Caves Road, next to Ahura Centre,

Andheri East, Mumbai- 400093, Maharashtra, India

Phone: 022 6263 8200

Email: investor@bigshareon1ine.com

Website: www.bigshareon1ine.com

Share Transfer System

None of the shares are held in physical form.

26. SUBSIDAIRY COMPANIES

Gretex Audiotech LLP and Sunview Nirman Pr?vate Limited are the Subsidiarles of the Company.

During the year ended March 31, 2024 the Company does not have any material listed / unlisted subsidiary companies as defined in SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 apart from mentioned below.

Sr. No. ?ame and Address of the Company	CIN	Holding / Subsidiary / Associate	%of Shares held	Applicable Section	Listed
1. Sunview Nirman Pr?vate Limited	U70109W B2011PTC	Subsidiary	88%	2(87)	NO
90, PHEARS LA?E, 5™ FLOORKOLKATA- 700012,WEST BENGAL	169741
2. Gretex Audio Tech LLP	AAQ-6253	Subsidiary	66%	2(87)	NO
90, PHEARS LA?E, 5TH FLOOR, KOLKATA, WEST BENGAL 700012

During the year under review, no companies have ceased to be joint venture or associate companies of the Company.

A statement containing the salient features of financial statements of subsidiaries as per 129(3) of the Act, is also included in this Annual Report in form AOC-1, presented in sep?rate section forming part of the financial statement.

The Policy for determining "Material" subsidiaries has been displayed on the Companys website: https://gretexindustries.eom/investors/#

27. DEMATERLISATION OF SHARES AND LIQUIDITY

Currently 100% of the Company Share Capital is held in dematerialized form.

28. DISTRIBUTION OF SHAREHOLDING AS ON MARCH 31,2024

Shareholding of Nominal valu? (In Rs)	No. of Shareholders	No of Share	Percentage of Total	Share Amount	%of Shareholding
Upto 5000	-	-	-	-	-
5001-10000	-	-	-	-	-
10001-20000	-	-	-	-	-
20001-30000	16	48000	1.13	480000	1.13
30001-40000	-	-	-	-	-
40001-50000	-	-	-	-	-
50001-100000	26	156000	3.70	1560000	37.04
100001 and above	25	4007600	95.15	40076000	95.15
Total	56	4211600	100.00	42116000	100.00

29. MARKET PRICE DATA

Monthly high and low of the equity shares of the Company trading volume are as follows from April 1, 2023 to March31, 2024.

Sr. No.	Month	High Pnce	Low Price	Volume
1	April, 2023	-	-	-
2	May, 2023	-	-	-
3	June, 2023	-	-	-
4	July, 2023	-	-	-
5	August, 2023	-	-	-
6	September, 2023	-	-	-
7	October, 2023	-	-	-
8	November, 2023	42.35	42.35	3000
9	December, 2023	44.45	44.45	3000
10	January, 2024	51.00	46.65	9000
11	February, 2024	53.55	53.55	3000
12	March, 2024	64.75	56.00	21000

30. 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 in conflict with the fimdamental business principies 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 off?cer for effective implementation of the policy and dealing with the complaints registered under the policy.

31. 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.

32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There was no signif?cant and material order passed by the regulators, courts and tribunals impacting the going concern status and Companys operations in future.

33. AUDITORS

The Companys Auditors, M/s. Jay Gupta & Associates, Chartered Accountants, who were re-appointedwith your approval at the 11* Annual General Meeting for a period of five years, will complete their present term on conclusi?n of the ensuing 16* Annual General Meeting of the Company.

34. AUDITORS REPORT

The Auditors Report issued by Jay Gupta & Associates, on the Financial Statements for the year endedMarch 31,2024 does not contain any disqualif?cation or adverse remark which requires clarification.

35. SECRETARIAL AUDIT

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, Ms. Namita Agarwal & Co., Practicing Company Secretary was appointed as Secretarial Auditor of the Company for the financial year 2023-2024. The Secretarial Audit report is annexed herewith as "Annexure II".

36. 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.

37. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally olean and sale operations. The Companys policy requires the conduct of all operations in such manner so as to ensure safety of all concemed, compliance of statutory and industrial requirements for environment protection and conservation of natural resources to the extent possible.

38. PARTICULARS OF EMPLOYEES

As required under the provisions of Companies Act, 2013 and Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, particulars of employees and related disclosures part of this Annual report as "Annexure III".

39. MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Management Discussion and Analysis Report of the Company is annexed to this Report.

40. DISCLOSURE ON POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN

The Company has adopted policy on prevention of Sexual Harassment of Women at workplace in accordance with the Sexual Harassment of Women at workplace.

Your Company is committed to provide and promote a safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees. During the year under review, there was no case f?led pursuant to the sexual harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

41. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

42. INVESTOR RELATIONS

Your Company always endeavours to keep the time of response to shareholders request / grievance at the m?nimum. 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 continu? to be traded in electronic forum and de-materialization exists with both the depositories viz., National Securities Depositoiy Limited and Central Depository Services (India) Limited.

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Govemment authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed Services by the Companys executives, staff and workers.

REGISTERED OFFICE:	By Order of the Board of Directors
90, PHEARS LA?E, 5™ FLOOR KOLKATA	For GRETEX INDUSTRIES LIMITED
Kolkata WB 700012 India.	Sd/-
	Arvind Harlalka
Place: Kolkata	Managing Director
Date: July 04,2024	DIN: 00494136