Your Board of Directors ('Board') are pleased to present the 17th Annual Report of Gretex Corporate Services Limited ("Company")together with the audited Standalone and Consolidated financial statements, for the financial year ended March 31, 2025.
The total revenue of your company from operations, on standalone basis, stood at ? 3436.71 Lakhs for the financial yearended 31st March, 2025 as against ? 2160.54 Lakhs for the previous financial year. The Profit before tax from operations is ?1627.18 Lakhs for the current year as against ? 1055.18 Lakhs in previous financial year. After making provision for tax, thenet profit of your company is ? 1249.46 Lakhs as against ? 747.55 Lakhs in the previous financial year.
The total revenue of your company from operations, on consolidation basis, stood at ? 25886.04 Lakhs for the financial yearended 31st March, 2025 as against ? 10899.48 /- Lakhs for the previous financial year. The Profit before tax from operationsis ? 823.49 Lakhs for the current year as against ? 4891.07 Lakhs in previous financial year. After making provision for tax,the net profit of your company is ? 181.51 Lakhs as against ? 3664.11 Lakhs in the previous financial year.
Particulars
Standalone
Consolidated
1
F.Y. 2025
F.Y. 2024
Revenue from Operations
2069.80
1944.13
25886.04
10899.48
Other Income
1366.91
216.41
685.85
880.45
Total Income
3436.71
2160.54
26571.89
11779.93
Profit / (Loss) before Depreciation, Interest &Taxation
1627.18
1055.18
823.49
4891.07
Less: Interest
25.46
2.71
55.72
17.62
Less: Depreciation & Amortization
118.62
47.74
264.06
159.57
Profit/(Loss) Before Exceptional and Extraordinary items & Tax
1483.10
1004.73
503.71
4713.88
Less: Provision for taxation
250.00
267.77
351.31
1049.77
Provision for taxation for earlier year
(24.66)
(12.83)
(24.72)
(12.16)
Deferred Tax
8.30
2.25
(4.40)
(56.11)
Profit / (Loss) after taxation
1249.46
747.55
181.51
3664.11
Share of Profit/(Loss) Transferred to MinorityInterest
-
51.42
948.83
Share of Profit/(Loss) of Associates
141.69
Balance carried to Balance sheet
130.09
2856.86
Your Company is primarily engaged in the business of Merchant Banking and is offering diversified financial and consultancyservices in the areas of Capital Markets, Corporate Finance, Corporate Restructuring, Debt Syndication, Compliance Advisory.
The Total Standalone Income of the Company stood at ?3436.71 Lakhs for the year ended March 31, 2025 as against ?2160.54 Lakhs in the previous year. The Company made a *Net Profit of ? 1249.46 Lakhs for the year ended March 31, 2025as compared to the Standalone Net Profit of ? 747.55 Lakhs in the previous year.
*Net profit calculated before considering other Comprehensive Income
The Consolidated Total Income is ? 26571.89 Lakhs for the financial year ended March 31,2025 as against ? 11779.93 Lakhsduring the previous financial year. Consolidated **Net Profit (which includes profit from associate company as well) is ?181.51 Lakhs for the year ended March 31,2025 as compared to the Net Profit of ? 3664.11 Lakhs in the previous year.
**Net profit calculated before considering other Comprehensive Income
The company in spite of many challenges and competitive market conditions was able to achieve satisfactory Sales and NetProfit (After Tax) figures. The management is of the opinion that in the coming future as the overall situation seems to beto be improving and Directors are optimistic about Company's business and hopeful of better performance with increasedrevenue in next year.
Our Company in the financials year 2024-25 interalia has listed 7 Companies on SME Platform of BSE Limited and EmergePlatform of NSE Limited including 1 Company on mainboard of BSE/ NSE.
There has been no change in the business of the Company during the financial year ended March 31,2025.
Your Company during the FY 2024-2025 has increased its Authorised Equity Share Capital from ? 13,00,00,000 (RupeesThirteen Crore Only) divided into 1,30,00,000 (One Crore Thirty Lakhs) Equity Shares of face value ? 10.00 (Rupees Ten Only)each to ? 24,20,00,000.00 (Rupees Twenty-Four Crore and Twenty Lakhs Only) divided into 2,42,00,000 (Two Crore Forty-TwoLakhs only) Equity Shares of face value ? 10.00 (Rupees Ten Only).
Further during the FY 2024-2025, the Company by way of Preferential Issue has issued 4,00,000 (Four Lakhs ) equity sharesof face value ?10.00 each at a price of ? 379/- (Rupees Three Hundred Seventy-Nine only) per Equity Share (including premiumof approx. ? 369/- (Rupees Three Hundred Sixty-Nine only) per Equity Share, aggregating to approx. 15,16,00,000/- (RupeesFifteen Crores Sixteen Lakhs only) and 8,00,000 (Eight Lakhs ) warrants of face value ? 10.00 each at a price of ? 379/-(Rupees Three Hundred Seventy-Nine only) per Warrant (including premium of approx. ? 369/- (Rupees Three Hundred Sixty-Nine only) per Warrant, aggregating to approx. ? 30,32,00,000 (Rupees Thirty Crores and Thirty-Two Lakhs only); an amountequivalent to 25% (twenty-five percent) of the price of each Warrant received on Allotment of warrants and the balance 75%shall be received on conversion of such warrants into Equity shares.
Thereafter, the Issued, Subscribed and Paid-up Capital has been increased to ? 11,91,55,450/-( Rupees Eleven Crores Ninety-one Lakhs, Fifty-Five Thousand, Four Hundred and Fifty only) divided into 1,19,15,545 (One crore Nineteen Lakhs FifteenThousand Five Hundred and Forty-Five) Equity Shares of face value of ? 10/- each.
Further on 11th April, 2025, the Company by way of Bonus Issue has issued 1,07,23,802 (One Crore Seven Lakhs Twenty-Three Thousand Eight Hundred and Two ) equity shares of face value ? 10.00 each in the ratio of 9:10 (9 fully paid-up equityshares for every 10 equity shares held) as Bonus shares to the shareholders. Thereafter, the Issued, Subscribed and Paid-upCapital has been increased to ? 22,63,93,470/- ( Rupees Twenty-Two Crores Sixty-Three Lakhs, Ninety-Three Thousand, FourHundred and Seventy only) divided into 2,26,39,347(Two Crores Twenty-Six Lakhs Thirty-Nine Thousand Three Hundred andForty-Seven) Equity Shares of face value of ? 10/- each.
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://gretexcorporate.com/investors/
As permitted under the Act, the Board does not propose to transfer any amount to General Reserves. The closing balance ofthe retained earnings of your Company for FY 2024-25, after all appropriations and adjustments, was ? 2477.67 Lakhs.
Your directors are pleased to inform that an Interim Dividend of ? 0.30 (Thirty Paisa only) per equity share of ? 10.00 eachwas paid for the financial year 2024-25.
The Board of Directors (' the Board') is pleased to recommend declaration of a final dividend amounting to ?0.30/- per EquityShare of face value ?10/- each fully paid-up, i.e., (3%) for FY25.
The Board has recommended the dividend based on the parameters laid down in the Dividend Distribution Policy and dividendwill be paid out of the profits of the year. The said dividend, if approved by the Members at the ensuing Annual GeneralMeeting ('the AGM') will be paid to those Members whose name appears on the register of Members (including BeneficialOwners) of the Company as at the end of Friday, 1st August, 2025.
Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Members, w.e.f. April 1, 2020 and theCompany is required to deduct tax at source from dividend paid to the Members at prescribed rates as per the Income TaxAct, 1961.
The Company has fixed of Friday, 1st August, 2025 as the "Record Date" for the purpose of determining the entitlement ofMembers to receive dividend for FY25.
Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations, 2015 ('SEBI Listing Regulations'), the Board had formulated a Dividend Distribution Policy ('the Policy'). ThePolicy is available on the Company's website URL at: chrome-extension://efaidnbmnnnibpcajpcglclefindmkaj/https://gretexcorporate.com/wp-content/uploads/2023/06/Dividend-Policy_GCSL.pdf.
There has been no change in the nature of the business of your Company during the financial year ended March 31, 2025.
Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and theCompanies (Acceptance of Deposits) Rules, 2014 in the year under review.
During the year under review, there is no change in the composition of the Board of Directors.
Ms. Nishthi Haresh Dharmani has resigned as a Company Secretary of the company w.e.f 9th May, 2025.
Ms. Bhavna Desai was appointed as a Company Secretary and Compliance Officer of the company in the Board Meeting heldon 16th May, 2025.
None of the Directors of the Company is disqualified for being appointed / re-appointed as directors of the company as perthe provisions of Section 164 of the Companies Act, 2013.
The Board of Directors has carried out an annual evaluation of its own performance, board committees and individualdirectors pursuant to the provisions of the Companies Act, 2013.
The performance of the Board was evaluated by the board after seeking inputs from all the directors on the basis of thecriteria 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 stipulatedin the evaluation framework in its pro-growth activity. The Board also ensured that the Committee functioned adequately andindependently 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 andat the same time contributed with their valuable knowledge, experience and expertise to grab the opportunity and counter theadverse challenges faced by the Company during the year.
Pursuant to section 134(3)(d) of the Act, your Company confirm having received necessary declarations from all theIndependent Directors under section 149(7) of the Companies Act, 2013 declaring that they meet the criteria of independencelaid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015.
The particulars of loans, guarantees or investments made under Section 186 of the Companies Act, 2013 are furnished in thenotes to the Financial Statements for the year ended March 31, 2025.
A Related Party Policy has been devised by the Board of Directors for determining the materiality of transaction with therelated 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:
- Contracts / Arrangements / Transactions which are not at arm's length basis.
- Any Material Contracts / Arrangements / Transactions.
Please refer Form AOC-2 Annexed to the Director's Report for details of the transactions entered with Related Parties.
Except as mentioned below, there are no significant events occurred during the financial year after the date of financialstatements.
During the Year under review, the Board of Directors in its Meeting held on 11th April, 2025 allotted Bonus Equity Share1,07,23,802. The shareholders approved the Bonus Shares in its Meeting held dated on 20th March, 2025.
Your Company has an adequate Internal Control System, commensurate with the size, scale and complexity of its operations,which are well supplemented by surveillance of Internal Auditor. The scope of work includes review of process for safeguardingthe assets of the Company, review of operational efficiency effectiveness of systems and processes, and assessing theinternal control strengths in all areas. The details in respect of internal financial control and their adequacy are included inmanagement discussion and analysis report forming part of this report.
In pursuance of the provision of Section 135 of the Companies Act, 2013, the CSR provisions are applicable to our Companyfor F.Y 2024-2025. The Annual Report on CSR Activities is attached with this report as Annexure I.
The prescribed particulars of conservation of energy, technology absorption as stipulated under Section 134 of theCompanies Act, 2013 read with the Companies (Accounts) Rules, 2014 are not applicable to your company as we are neithera manufacturing company nor the operation of your Company are energy intensive. However, the disclosure regarding thesame are set-forth below:
a) Conservation of Energy: Adequate measure has been taken for conservation of energy and efficient use of resources.Company follows principles of "Green IT".
b) Technology Absorption: The Company is vigil on technology absorption as per the requirement of its business operations.However, during the year there was no acquisition of new technology.
Foreign exchange earnings : NILNo expenditure in foreign currency : NIL
Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors' ResponsibilityStatement, it is hereby confirmed:
a) That in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accountingstandards 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 andestimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company atthe 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 inaccordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detectingfraud and other irregularities.
d) That the Directors have prepared the annual accounts on a going concern basis.
e) That the Directors had laid down internal financial controls to be followed by the Company and that such internalfinancial controls are adequate and were operating effectively.
f) That the Directors had devised proper system to ensure compliance with the provisions of all applicable laws and thatsuch system were adequate and operating effectively.
Gretex Share Broking Limited is the Subsidiary of the Company.
During the year ended March 31, 2025 the Company does not have any material listed / unlisted subsidiary companies asdefined in SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 apart from mentioned below.
Sr.
No.
Name and Address of the Company
CIN
Holding /Subsidiary/Associate
% ofSharesheld
Applicable
Section
1.
Gretex Share Broking Limited(GSBL)*
A-401, Floor 4th, Plot FP-616, (PT), NamanMidtown, Senapati Bapat Marg, NearIndiabulls, Dadar (w), Delisle Road, Mumbai- 400013, Maharashtra, India.
U65900MH2010PLC289361
Subsidiary
66.67
2(87)
2.
Signageus Value Advisors Private Limited**90, PHEARS LANE, 5TH FLOOR, Kolkata,KOLKATA, West Bengal, India, 700012
U72200WB2007PTC117864
*GSBL became Subsidiary of the Company w.e.f. 12.09.2023.
** Signageus Value Advisors Private Limited is step down subsidiary of GSBL w.e.f. 12.09.2023
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 includedin this Annual Report in form AOC-1, presented in separate section forming part of the financial statement.
The Policy for determining "Material" subsidiaries has been displayed on the Company's website: https://gretexcorporate.com/investors/#.
The Board meets at least once in a quarter, inter-alia, to review the quarterly performance and the financial results. The noticeof each Board Meeting is given in writing to each Director. The Company circulates well in advance agenda of the BoardMeeting along with detailed notes to the Directors.
During the financial year ended March 31, 2025, Six (6) Board Meetings were held.
For details of Board Composition, please refer to the Corporate Governance Report, which is a part of this report. Theintervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
As stipulated by the Code of Independent Directors under the Companies Act, 2013 and the SEBI (Listing Obligations andDisclosures Requirements) Regulations, 2015, a separate meeting of the Independent Directors of the Company was heldon February 14, 2025, to review the performance of Non-Independent Directors (including the Chairman) and the Board aswhole. The Independent Directors also reviewed the quality, content and timeliness of the flow of information between theManagement and the Board and its Committees which is necessary to effectively and reasonably perform and dischargetheir duties.
Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may bereasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations receivedfrom the Independent Directors, the Board is of the opinion that the Independent Directors fulfil the conditions specifiedunder the Act and the Regulations and are independent of the management.
For details of Director's attendance at Board Meetings, please refer to the Corporate Governance Report, which is a part ofthis report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as wellas the evaluation of the working of its Audit, Nomination & Remuneration Committee.
The result of the evaluation done by Independent Directors was reported to the Chairman of the Board. It was reported thatthe performance evaluation of the Board & Committee's was satisfactory. The Chairman of the Board provided feedback tothe Directors on an individual basis, as appropriate. The Directors expressed their satisfaction with the evaluation process.
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securitiesby the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company'sshares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while inpossession of unpublished price sensitive information in relation to the Company and during the period when the TradingWindow 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.
For details of other committees and its meetings, please refer to the Corporate Governance Report, which is a part of thisreport.
In today's economic environment, Risk Management plays a very important part of business. The main aim of risk managementis to identify, assess, prioritize, monitor and take precautionary measures in respect of the events that may pose risks to thebusiness. The Company is not subject to any specific risk except risks associated with the general business of the Companyas 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.
There was no significant and material order passed by the regulators, courts and tribunals impacting the going concernstatus and Company's operations in future.
The Company's Auditors, M/s. Jay Gupta & Associates, Chartered Accountants, who were appointed with your approval atthe 13th Annual General Meeting for a period of five years, will complete their present term on conclusion of the ensuing 18thAnnual General Meeting of the Company.
The Company has appointed M/s. V. Singhi and Associates, Chartered Accountants (FRN: 311017E), as Joint StatutoryAuditor for a Period of five years w.e.f. from 1st April 2025 by passing an Ordinary Resolution through Postal Ballot.
The Auditors' Report issued by Jay Gupta & Associates, on the Financial Statements for the year ended March 31,2025 doesnot contain any disqualification or adverse remark which requires clarification.
There have been no instances of fraud reported by the Auditors under Section 143(12) of the Act and Rules framed thereundereither to the Company or to the Central Government.
In terms of Section 204 of the Companies Act, 2013 and Rules made there under, Mr. Rahul Agarwal, RKN & CO., PracticingCompany Secretary was appointed as Secretarial Auditor of the Company for the financial year 2024-2025. The SecretarialAudit report is annexed herewith as "Annexure II". The Secretarial Audit Report for FY 2024-25 for Material subsidiary alsoforms part of Annexure II. The Secretarial Audit Report does not contain any qualification, reservations or adverse remarks.
As per directives of the Central Government and in pursuance to the provisions of Section 148 of the Companies Act, 2013read with rules framed there under, the Company is not required to carry out an audit of cost accounts.
The Company is conscious of the importance of environmentally clean and sale operations. The Company's policy requiresthe conduct of all operations in such manner so as to ensure safety of all concerned, compliance of statutory and industrialrequirements for environment protection and conservation of natural resources to the extent possible.
As required under the provisions of Companies Act, 2013 and Rule 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014, particulars of employees and related disclosures part of this Annualreport as "Annexure III".
Your directors re-affirm their commitment to the Corporate Governance standards prescribed by Securities and ExchangeBoard of India codified as per the applicable regulations read with Schedule V of Securities and Exchange Board of India(Listing Obligation and Disclosure Requirements) Regulation, 2015 with Stock Exchanges. Corporate Governance Report,Management Discussion and Analysis Report are set out in separate to this report.
If female employees exist the Company declares that it has duly complied with the provisions of the Maternity Benefit Act,1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paidmaternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaksand flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportivework environment that upholds the rights and welfare of its women employees in accordance with applicable laws.
The Company has zero tolerance towards sexual harassment at its workplace and has adopted a Policy for Prevention ofSexual 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 receivedregarding 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 Policyand the provisions of Prevention of Sexual Harassment Act. During the Financial Year 2024-25, no case in the nature ofsexual harassment was reported at any workplace of the Company.
• Neither the statutory auditors nor the secretarial auditor, internal auditor has reported to the audit committee, underSection 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers oremployees.
• The Company has not issued equity shares with differential rights as to dividend, voting or otherwise
• There were no applications made or proceedings pending under the Insolvency and Bankruptcy Code, 2016, underscoringour financial resilience.
• There was no transfer of unpaid and unclaimed amount to Investor Education and Protection Fund (IEPF) during theyear under review.
• The requirements for maintaining cost records and undergoing cost audits, as prescribed under Section 148(1) of theCompanies Act, 2013, were not applicable to our business activities, aligning with our regulatory obligations.
Your Company always endeavours to keep the time of response to shareholders' request / grievance at the minimum. Priorityis accorded to address all the issues raised by the shareholders and provide them a satisfactory reply at the earliest possibletime. 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 thedepositories viz., National Securities Depository 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 financialinstitutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors alsowish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff andworkers.
A-401, Floor 4th, Plot FP-616, (PT), Naman Midtown, Senapati Bapat For Gretex Corporate Services LimitedMarg, Near Indiabulls, Dadar (w), Delisle Road, Mumbai - 400013,
Maharashtra, India.
Sd/- Sd/-
Alok Harlalka Arvind Harlalka
Managing Director Whole time directorDIN:02486575 DIN:00494136