The Board of Directors ("Board") are pleased to present the Eighteen (18th) Annual General Meeting of
Gretex Corporate Services Limited ("Company") along with the audited Standalone and Consolidated
financial statements, for the financial year ended March 31,2026.

I.Financial Performance

The Standalone and Consolidated financial statements of the Company are prepared in accordance
with the applicable provisions of the Companies Act, 2013 (the "Act") including Indian Accounting
Standards ("Ind AS") as specified in Section 133 of the Act, read with Companies (Indian Accounting
Standards) Rules, 2015 and amendments thereof. The standalone and consolidated financial highlights
of the Company for the financial year ended March 31, 2026 are summarized below for ease of
reference for the Members.

(Amount Rs. in Lakh)

2. State of Company's AffairsKey highlights of Standalone Financial Performance

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

Key highlights of Consolidated Financial Performance

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

3. Change In Nature of Business

During the financial year FY 2025-26, there has been no change in the nature of business of the
Company.

4. Performance Of the Company

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

During the financial year under review, your Company achieved a landmark milestone by successfully
migrating from the SME Platform of BSE Limited to the Main Board of BSE Limited and the National
Stock Exchange of India Limited, with effect from September 4, 2025. This transition is a testament to
the Company's sustained growth trajectory, strengthened financial performance, and adherence to the
highest standards of corporate governance. The listing on the Main Board has significantly broadened
the Company's investor base, enhanced the liquidity of its equity shares, and further reinforced its
visibility, credibility, and standing in the capital markets.

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

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

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

• Successful completion of 1 Delisting assignment; and

• Delivery of 25 Valuation assignments across various engagements.

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

5. Share Capital

During the year under review, FY 2025-2026 Authorised Equity Share Capital Rs. 24,20,00,000.00
(Rupees Twenty-Four Crore and Twenty Lakhs Only) divided into 2,42,00,000 (Two Crore Forty-Two
Lakhs only) Equity Shares of face value Rs. 10.00 (Rupees Ten Only).

During the Financial Year 2025-26, the Company, by way of a bonus issue, allotted 1,07,23,802 (One
Crore Seven Lakhs Twenty-Three Thousand Eight Hundred and Two) equity shares of face value f10
each, in the ratio of 9:10, i.e., 9 fully paid-up equity shares for every 10 equity shares held by the
shareholders.

Further, the Company allotted 8,00,000 equity shares pursuant to the conversion of warrants that were
originally issued on a preferential basis in the previous financial year. The said 8,00,000 (Eight Lakhs)
warrants were issued at a price of f379 per warrant (including a premium of f369 per warrant) and were
subsequently converted into equity shares of face value f10 each at an issue price of f379 per equity
share. Additionally, 7,19,999 bonus shares were allotted upon conversion of the said warrants.

During the year under review, your Company raised capital through a Preferential Issue by issuing
1,00,000 (One Lakh) Equity Warrants having a face value of f 10/- (Indian Rupees Ten only) each. Each
Warrant is convertible into or exchangeable for 1 (One) fully paid-up Equity Share of face value of f 10/-
(Indian Rupees Ten only) each, for cash, at an issue price of f 300/- (Indian Rupees Three Hundred only)
per Warrant, at a premium of f 290/- (Indian Rupees Two Hundred and Ninety only) per Warrant. In
accordance with the terms of the issue, an amount equivalent to 25% (Twenty-Five Percent) of the issue
price per Warrant was received at the time of allotment of the Warrants. The balance 75% (Seventy-Five
Percent) of the issue price shall become payable at the time of exercise of the option by the respective
Warrant holder(s) for conversion of such Warrants into fully paid-up Equity Shares of the Company.

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

Accordingly, as on 31st March 2026, the Issued, Subscribed and Paid-up Equity Share Capital of the
Company stands at Rs. 24,15,93,460/- (Rupees Twenty-Four Crores Fifteen Lakhs Ninety-Three
Thousand Four Hundred and Sixty only) divided into 2,41,59,346 (Two Crores Forty-One Lakhs Fifty-Nine
Thousand Three Hundred and Forty-Six) Equity Shares of face value of Rs. 10/- each.

6. Dividend

The Board recommends a final dividend of Rs 0.70 per equity share on the share capital aggregating to
Rs 169.16 Lakhs. The dividend is subject to approval of members at the ensuing Annual General
Meeting (AGM) and deduction of tax at source, as required under the law. The final dividend, if approved,
would be paid to members whose names appear in the Register of Members as on the record date fixed
for this purpose.

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

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

7. Transfer To Reserve

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

8. Board Of Directors

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

In accordance with the applicable provisions of Section 152 of the Act, Mr. Alok Harlalka (DIN:
02486575), being the longest in office since his last appointment, retires by rotation at the
ensuing AGM of the Company. Being eligible, Mr. Alok Harlalka (DIN: 02486575), has offered
himself for re-appointment as a director.

Key Management / Managerial Personnel:

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

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

Declaration By The Independent Directors

The company has received necessary declarations from all the independent directors pursuant
to the provisions of section 149 of the companies act, 2013 ("the act") read with the rules framed
thereunder and the sebi (listing obligations and disclosure requirements) regulations, 2015
("sebi listing regulations"), confirming that they meet the criteria of independence as prescribed
under the act and the sebi listing regulations. The independent directors have also confirmed
their adherence to the code for independent directors as prescribed under schedule iv of the act.

Further, in terms of regulation 25(8) of the sebi listing regulations, the independent directors have
confirmed that they are not aware of any circumstances or situations which exist or may
reasonably be anticipated that could impair or impact their ability to discharge their duties with
an objective and independent judgment.

In accordance with the provisions of section 150 of the act read with rule 6 of the companies
(appointment and qualification of directors) rules, 2014, the independent directors have
confirmed that they are registered with the databank maintained by the indian institute of
corporate affairs (iica) and that their registrations are valid and active. They have also confirmed
compliance with the applicable requirements relating to the online proficiency self-assessment
test conducted by iica.

Based on the declarations received and upon due assessment of their veracity, the board is of
the opinion that all the independent directors are persons of integrity, possess the requisite
expertise, experience and proficiency, and fulfil the conditions of independence as specified
under the act and the sebi listing regulations. The board further confirms that the independent
directors are independent of the management and that there has been no change in the
circumstances affecting their status as independent directors during the year under review.

During the financial year under review, the independent directors did not have any pecuniary a

relationship or transactions with the Company, other than those disclosed in the Report on
Corporate Governance forming part of this Annual Report.

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

Board Meetings

During the financial year 2025-26, Five (5) meetings of the Board of Directors were duly
convened and held. The maximum gap between any two consecutive meetings did not exceed
120 days, in compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

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

Meeting of Independent Directors

The meeting of the Independent Directors of the Company was held on November 13, 2025 &
January 10, 2026, without the presence of non-independent directors and members of the
Management. During this meeting, the independent directors reviewed the performance of
non-independent directors, the Chairman and various Committees of the Board. They also
assessed the quality, quantity and timeliness of the flow of information between the
Management and the Board, while evaluating progress on the recommendations made during
the previous year.

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

Board Committees

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

• Audit Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Stakeholders' Relationship Committee

• Management Committee

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

The composition and terms of reference of all the aforesaid Committees are in compliance with
the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

Evaluation of Board of Directors

The Board of Directors has carried out an annual performance evaluation of its own functioning,
as well as that of its committees and individual Directors, including the Independent Directors
and the Chairman, in accordance with the provisions of the Companies Act, 2013 and the
applicable Listing Regulations.

The evaluation process was conducted through a structured questionnaire designed to assess
various aspects of the Board's performance, inter alia, including the adequacy of time devoted
to strategic matters, effectiveness of governance practices, role in fostering corporate culture
and values, and discharge of key responsibilities and obligations. The evaluation was based on
responses received from the Directors.

The performance of the Committees was evaluated on parameters such as their composition
and structure, attendance and active participation of members, effectiveness in discharging
functions as per their terms of reference and applicable regulatory requirements, adequacy of
time allocated for meetings, quality and timeliness of agenda papers and minutes, depth of
deliberations, and effectiveness of recommendations made to the Board.

The outcome of the evaluation was discussed by the Board, the respective Committee
Chairpersons, and individual Directors. The evaluation reflected a high level of commitment and
engagement by the Board, its committees, and the senior leadership team. It was noted that the
Board operates with a strong degree of independence, maintains high standards of governance,
and remains committed to creating sustainable value for all stakeholders. The Board meetings
were observed to be well-structured and effectively conducted, with Committees functioning
efficiently within their respective areas of oversight, including governance and internal controls.

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

Directors Responsibility Statement

Pursuant to Section 134(3)(c) read with Section 134(5) of the Act with respect to Directors'
Responsibility Statement, the Directors hereby state and confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures;

(b) the Directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of
the state of affairs of the company at the end of the financial year and of the profit and loss of
the company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the assets of
the company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis; and

(e) the Directors, in the case of a listed company, had laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively.

(f) the Directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

Prevention of Insider Trading Code

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to
regulate trading in securities by the Directors and designated employees of the Company. The
Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or
sale of Company shares by the Directors and the designated employees while in possession of
unpublished price sensitive information in relation to the Company and during the period when
the Trading Window is closed. The Board is responsible for implementation of the Code. The
Code of Conduct is in compliance with the SEBI (Prohibition of Insider Trading) Regulations,
2015, as amended from time to time, including the amendments notified in 2024-25. The
Company has also put in place adequate and effective systems of internal controls and has
adopted a policy for determination of "legitimate purposes" as required under the aforesaid
Regulations. The Structured Digital Database (SDD) is being maintained in accordance with
Regulation 3(5) and 3(6) of the SEBI (Prohibition of Insider Trading) Regulations, 2015.

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

9. Subsidiary, Joint Venture and Associate Companies

During the year under review, the Company had one subsidiary company and one associate
company, details of which are provided below.

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

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

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

comprehensive report on the performance and financial position of each of the subsidiaries and
associate company is included in the consolidated financial statements. Additionally, a
statement containing the salient features of the financial statements of the subsidiaries and
associate company is provided in e-Form AOC-1 (as per Companies (Accounts) Second
Amendment Rules, 2025), as Annexure II which forms part of the Annual Report for the financial
year 2025-26.

The policy for determining material subsidiary is available on the website of the Company at
https://gretexcorporate.com/assets/documents/investor-relations/codes-and-policies/policy-
of-determining-material-subsidiary.pdf

10. Auditors:A. Statutory Auditor :

M/s. Jay Gupta & Associates, Chartered Accountants (Firm Registration No. 329001E) holding
a valid Peer Review Certificate issued by the Institute of Chartered Accountants of India (ICAI),
were appointed as the Statutory Auditors of the Company for a first term of five (5) consecutive
years, commencing from the conclusion of the 13th Annual General Meeting ("AGM") and
continuing until the conclusion of the 18th Annual General Meeting. Upon the recommendation
of the Audit Committee and subsequent approval by the Board of Directors, and subject to the
approval of the Members at the ensuing 18th Annual General Meeting, it is proposed to
re-appoint M/s. Jay Gupta & Associates, Chartered Accountants (Firm Registration No.
329001E) as the Statutory Auditors of the Company for a second consecutive term of five (5)
years, commencing from the conclusion of the ensuing 18th Annual General Meeting and
continuing until the conclusion of the 23rd Annual General Meeting.

During the financial year 2025-26, the Members at the 17th AGM held on August 14, 2025,
approved the appointment of M/s. V. Singhi & Associates, Chartered Accountants (FRN:
311017E), holding a valid Peer Review Certificate issued by the Institute of Chartered
Accountants of India (ICAI), as Joint Statutory Auditors of the Company for a term of five (5)
consecutive years, commencing from the conclusion of the 17th AGM until the conclusion of the
22nd AGM to be held in the financial year 2029-30.

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

The Auditor's Report both on standalone and consolidated annual financial statements of the
Company for the financial year ended March 31,2026, forms part of the Annual Report. The said
reports were issued by the Statutory Auditors with an unmodified opinion and does not contain
any qualifications, reservations or adverse remarks. During the year under review, the Auditors
have not reported any incidents of fraud to the audit committee under Section 143(12) of the
Act. The notes to the accounts referred to in the Auditor's Report are self-explanatory and
therefore do not call for any further explanation and comments.

B. Secretarial Auditor:

Pursuant to the provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations"), read with Section 204 of the

Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company is required to undertake Secretarial Audit for itself and its
material unlisted subsidiaries.

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

In compliance with the above requirements and based on the recommendation of the Audit
Committee, the Board of Directors at its meeting held in July 2025 approved and recommended
to the Members the appointment of M/s. R.KN & Co., Practicing Company Secretaries (FRN:
S2020OR741300), a peer-reviewed firm, as the Secretarial Auditors of the Company for a term
of five (5) consecutive years commencing from April 1,2025 up to March 31, 2030.

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

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

The Secretarial Audit Reports do not contain any observations, reservations, qualifications,
adverse remarks, or disclaimers. Further, the Secretarial Auditors have not reported any
instances of fraud under Section 143(12) of the Companies Act, 2013.

Further, in compliance with the amended Regulation 24A of the SEBI Listing Regulations, the
Annual Secretarial Compliance Report for the financial year 2025-26 has been submitted to the
stock exchange(s) within the stipulated time and the same is signed by the Secretarial Auditor
who is a Peer Reviewed Company Secretary.

Further, the Company informs that the existing Secretarial Auditor of the Company tendered his
resignation during the year under review. Based on the recommendation of the Audit Committee
and as approved by the Board of Directors, and subject to the consent of the Members at the
ensuing 18th Annual General Meeting, the Board proposes the appointment of M/s. D.A. Kamat
& Co., Practicing Company Secretaries, a Peer Reviewed Firm bearing Peer Review Certificate
No. 1714/2022, as the Secretarial Auditors of the Company for a term of five (5) consecutive
years, commencing from Financial Year 2026-27 and continuing up to Financial Year 2030-31,
at such remuneration and upon such terms and conditions as may be mutually agreed upon by
the Board of Directors in consultation with the Secretarial Auditors.

M/s. D.A. Kamat & Co., Practicing Company Secretaries, have conveyed their consent and
confirmed that their appointment, if approved, shall be in conformity with the applicable
provisions of the Companies Act, 2013, and the rules and regulations made thereunder.

Secretarial Standards

The Company has complied with the applicable provisions of Secretarial Standards issued by the
Institute of Company Secretaries of India and as notified by the MCA.

C.Internal Auditors

The Board, based on the recommendation of the Audit Committee and as approved by the Board
of Directors, the company re-appointed Ajmera & Ajmera, Chartered Accountants, as the Internal
Auditors of the Company for the financial year 2026-27 in accordance with the provisions of the
Act.

During the year under review, neither the Statutory Auditors, the Secretarial Auditors nor the
Internal Auditors have reported any instances of fraud committed against the Company by its
officers or employees to the Audit Committee under Section 143(12) of the Companies Act,
2013, as required under Section 134(3)(ca) of the Act.

11. Particulars of Loans, Guarantees or Investments by the Company and Its Subsidiaries:

Particulars of the loans given, investment made or guarantee given or security provided and the
purpose for which the loan or guarantee or security is proposed to be utilised by the recipient of
the loan or guarantee or security are provided in Note No.6 to the Financial Statements

12. Particulars of Contracts or Arrangements with Related Party

In accordance with the SEBI Listing Regulations, the Company has adopted a Policy on Dealing
with Related Party Transactions, which is available on its website at
https://gretexcorporate.com/assets/documents/investor-relations/codes-and-policies/policy-o
n-related-party-transactions-and-on-dealing-with-related-party-transaction.pdf The. audit
committee annually reviews this Policy to ensure its effectiveness.

All the related party transactions were placed before the audit committee for its review on a
quarterly basis. Further, as per applicable provisions of the SEBI Listing Regulations, necessary
approvals of the Members of the Company are also sought for the material related party
transactions proposed to be entered with the related parties.

The particulars of material contracts or arrangements with related parties which fall within the
purview of Section 188(1) of the Act, are mentioned in Form AOC - 2 appended to this Report as
Annexure IV. The related party transactions as required under Ind AS - 24 are reported in note
32 of notes to the Standalone Financial Statements and note 42 of notes to the Consolidated
Financial Statements of the Company.

The Company in terms of Regulation 23 of the SEBI Listing Regulations, submits the disclosures
of related party transactions on a consolidated basis to the stock exchanges within the
stipulated time. In compliance with the SEBI (LODR) (Fifth Amendment) Regulations, 2025, the
Company has adopted the revised scale-based materiality thresholds for related party
transactions. The Company's Policy on dealing with Related Party Transactions has been

suitably amended to incorporate these changes.

13. Internal Control Systems and It's Adequacy

The Company has in place adequate and effective internal financial controls with reference to
the Financial Statements commensurate with the size, scale and complexity of its operations.
The Directors confirm that the internal financial controls laid down by the Company are
adequate and operating effectively as required under Section 134(5)(e) of the Companies Act,
2013.

The Board has adopted accounting policies which are in accordance with Section 133 of the Act
read with the Companies (Indian Accounting Standards) Rules, 2015.

The internal financial control system of the Company is supplemented with internal audits,
regular reviews by the management and checks by external auditors. These mechanisms
provide reasonable assurance in respect of financial and operational information, compliance
with applicable statutes, safeguarding of assets of the Company, prevention and detection of
frauds, accuracy and completeness of accounting records and adherence to Company's
policies.

The audit committee actively reviews the adequacy and effectiveness of the internal control
systems and is regularly updated on the internal audit findings and corrective actions.
Additionally, the Statutory Auditors and the Internal Auditors of the Company have also provided
their confirmation that the internal financial controls framework is operating effectively.

The Company tracks all amendments in the Accounting Standards and makes changes to the
underlying systems, processes and financial controls to ensure adherence to the same. During
the financial year, no material or serious observations have been highlighted for inefficiency or
inadequacy of such controls.

14. Corporate Social Responsibility

In accordance with the provisions of Section 135 of the Act, the Board has constituted the
Corporate Social Responsibility Committee (the "CSR Committee"). Brief terms of reference,
details of meetings held and attendance thereat, are provided in the Report on Corporate
Governance forming part of this Report.

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

The CSR Policy is available on the website of the Company at

https://gretexcorporate.com/assets/documents/investor-relations/codes-and-policies/csr-p

olicy.pdf

15. Conservation of energy, technology absorption, foreign exchange earnings and outgo

In terms of Section 134 (3)(m) read with Rule 8(3) of the Companies (Accounts) Rule 2014 and
Section 134, the following information is furnished:

a) Conservation of Energy & Technology: The operations of the Company are not energy
intensive and do not involve the adoption of any specific technology. Accordingly, the
disclosures required under Section 134(3)(m) of the Companies Act, 2013 read with the
Companies (Accounts) Rules, 2014 are not applicable to the Company.

b) Foreign Exchange Earnings and Out-Go : During the financial year 2025-26, there was no
foreign exchange earnings.

16. Material changes and commitments affecting the financial position of the Company

Except as otherwise stated in this Report, there have been no material changes and
commitments affecting the financial position of the Company which have occurred between the
end of the financial year to which the financial statements relate and the date of this Report.

17. Risk Management

In today's economic environment, Risk Management plays a very important part of business.
The main aim of risk management is to identify, assess, prioritize, monitor and take
precautionary measures in respect of the events that may pose risks to the business. The
Company is not subject to any specific risk except risks associated with the general business of
the Company as applicable to the industry as a whole.

At present the Company has not identified any element of risk which may threaten the existence
of the Company. The constitution of Risk Management Committee is not applicable to the
company.

18. Significant and Material Orders Passed by the Regulators or Courts or Tribunals Impacting
The Going Concern Status and Company's Operations in Future:

During the financial year 2025-26, there were no significant or material orders passed by
regulators, courts, or tribunals impacting the going concern status or operations of the
Company.

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

i. The Company had violated the following provisions for which INR 20,00,000 (Indian Rupees
Twenty Lakh Only) was imposed:

Regulation 32 of SEBI (Listing Obligations and Disclosure Requirements) Regulations;
Regulation 245 r/w Schedule VI of SEBI (Issue of and Disclosure Requirements) Regulations,
2018; and Regulation 30 of LODR Regulations, 2015 r/w Annexure I of SEBI circular dated
September 09, 2015.

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

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

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

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

19. Maintenance of cost records

The maintenance of cost records as specified under Section 148 of the Act is not applicable to
the Company.

20. Particulars of employees and related information

The ratio of remuneration of each Director to the median employees' remuneration as per
Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, (the "Rules") as amended, is disclosed in
Annexure VI, appended to this Report.

21. Report on Corporate Governance

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

22. Management Discussion and Analysis Report:

Management Discussion and Analysis Report for the financial year under review, as stipulated
under Regulation 34 of the SEBI Listing Regulations, is presented in a separate section, forming
part of this Report.

23. Annual Return

In terms of Section 134(3)(a) read with Section 92(3) of the Companies Act, 2013 and Rule 12 of
the Companies (Management and Administration) Rules, 2014, the Annual Return of the
Company in the prescribed e-Form MGT-7 is available on the website of the Company
https://gretexcorporate.com/investor-relations/disclosures-under-reg-46-of-lodr/financial-infor
mation/annual-returns.php

24. Deposits From Public

There were no outstanding deposits within the meaning of Sections 73 and 74 of the Act read
with the Companies (Acceptance of Deposits) Rules, 2014, as amended, at the end of financial
year 2025-26 or the previous financial year.

Further, the Company has not accepted any deposits from public falling within the ambit of
Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014 during the
financial year 2025-26.

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

Pursuant to the Companies (Accounts) Second Amendment Rules, 2025, the Company hereby
declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All
eligible women employees have been extended the statutory benefits prescribed under the Act,
including paid maternity leave, continuity of salary and service during the leave period, and
post-maternity support such as nursing breaks and flexible return-to-work options, as
applicable. The Company remains committed to fostering an inclusive and supportive work
environment that upholds the rights and welfare of its women employees in accordance with
applicable laws

26. Prevention Of Sexual Harassment at Workplace:

The Company has zero tolerance towards sexual harassment at its workplace and has adopted
a Policy for Prevention of Sexual Harassment in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH
Act") to provide a safe, secure and enabling environment, free from sexual harassment. The
Policy is gender neutral. Internal Complaints Committee has been set across regions to redress
complaints received regarding sexual harassment. During the financial year under review and
pursuant to Rule 8(5)(x) of the Companies (Accounts) Rules, 2014, the Company has complied
with the provisions relating to the constitution of Internal Complaints Committee ("ICC") under
the POSH Act.

Your Company periodically conducts sessions for employees across the organization to build
awareness about the Policy and the provisions of Prevention of Sexual Harassment Act. During
the Financial Year 2025-26, no case in the nature of sexual harassment was reported at any
workplace of the Company.

27. Vigil Mechanism / Whistle Blower Policy

In line with the provisions of the Section 177(9) of the Companies Act, 2013 and the Regulation
22 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, your
Company has adopted Whistle Blower Policy, as part of vigil mechanism to provide appropriate
avenues to the Directors and employees to bring to the attention of the management any issue
which is perceived to be in violation of or inconflict with the fundamental business principles of
the Company.

This vigil mechanism provides for adequate safeguards against victimization of employees and
directors who avail of the vigil mechanism and also provide for direct access to the chairperson
of the Audit committee, in exceptional cases. The Company Secretary is the designated officer
for effective implementation of the policy and dealing with the complaints registered under the
policy.

The Company has in place a mechanism to inform the Board members about the Risk
assessment and mitigation plans and periodical reviews to ensure that the critical risks are
controlled by the executive management.

28. Cybersecurity

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

29. General Disclosure

Your directors state that no disclosure reporting is required in respect of the following matters
as there were no transactions on these matters during the year under review:

• Details relating to deposits covered under Chapter V of the Act.

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• Issue of sweat equity shares to the employees or directors of the Company

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

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

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

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

• There was no transfer of unpaid and unclaimed amount to Investor Education and Protection
Fund (IEPF) during the year under review. The Company has complied with the provisions
relating to transfer of unpaid and unclaimed dividends and shares to the Investor Education
and Protection Fund (IEPF) as specified under Sections 124 and 125 of the Companies Act,
2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016, as amended from time to time.

30. Investor Relations

Your Company always endeavours to keep the time of response to shareholders' request /
grievance at the minimum. Priority is accorded to address all the issues raised by the
shareholders and provide them a satisfactory reply at the earliest possible time. The
Stakeholders' Relationship Committee of the Board meets periodically and reviews the status of
the Shareholders' Grievances. The shares of the Company continue to be traded in electronic
forum and de-materialization exists with both the depositories viz., National Securities
Depository Limited and Central Depository Services (India) Limited.

31. Acknowledgement

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