The Board of Directors ('Board') is pleased to present the 16^th (Sixteenth) Annual Report of Gretex Industries Limited ('Company')
together with the audited Standalone and Consolidated financial statements, for the financial year ended March 31, 2025.

1. SUMMARY OF FINANCIAL RESULTS

(Amount in Thousands)

2. PERFORMANCE OF THE COMPANY

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

During the year under review the Total Income of the Company stood at ' 342323.62 Thousands for the year ended March
31,2025, as against '444524.97 Thousands in the previous year. The Company made a Net Profit of '15971.20 Thousands
for the year ended 2025, as compared to the Net Profit of ' 99820.72 Thousands in the previous year.

The Consolidated Total Income stood at '369484.92 Thousands for the financial year ended March 31, 2025, as against
'479935.98 Thousnads during the previous financial year. Consolidated Net Profit (which includes profit from associate
company as well) is '15154.82 Thousands for the year ended March 31,2025, as compared to the Net Profit of '100347.14
Thousands in the previous year.

There has been no change in the nature of the Company's core business operations during the year under review. However,
the Company successfully completed the merger with the following entities:

• Apsara Selections Limited, and

• Sankhu Merchandise Private Limited

3. SHARE CAPITAL

a) Authorised Share Capital

During the year as per the Scheme of Amalgamation, the company in its shareholders Extra oridnary general meeting
held on June 15, 2024, approved the increase in Authorised Share Capital of the Company from existing ' 5,16,80,000/-
(Rupees Five Crore Sixteen Lakh Eighty Thousand Only) divided into 51,68,000 (Fifty-One Lakh Sixty-Eight Thousand)
Equity Shares of '10/- each to '15,00,00,000 /- (Rupees Fifteen Crore) divided into 1,50,00,000 (One Crore Fifty Lakh)
Equity Shares of '10/- each.

Further, the Authorised capital was increased from ' 15,00,00,000 /- (Rupees Fifteen Crores Only) divided into 1,50,00,000
(One crore Fifty Lakhs) Equity shares of '10/- (Rupees Ten Only) each to '18,00,00,000/- (Rupees Eighteen Crores Only)
divided into 1,80,00,000 (One Crore Eighty Lakhs) Equity shares of '10/- (Rupees Ten Only) each by Ordinary Resolution
passed at the Annual General Meeting held on July 27,2024.

b) Issued & Paid-Up Capital

During the FY 24-25, the Issued, Subscribed and Paid-up Capital has been increased to from ' 4,21,16,000/- (Rupees four
Crore Twenty-One Lakh and Sixteen Thousand) divided into 42,11,600 (Forty-Two Lakh Eleven Thousand Six Hundred)
shares of ' 10/- (Rupees Ten Only) to '148,145,600/- (Rupees Fourteen Crore Eighty-One Lakh Fourty Five Thousand
Six hundred ) divided into 1,48,14,560 (One Crore Forty-Eight Lakh Fourteen Thousand Five Hundred Sixty) shares of
' 10/- (Rupees Ten Only).

4. ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration)
Rules, 2014, the Annual Return of the Company is available on the website of the Company https://gretexindustries.com/
investors/#

5. TRANSFER TO RESERVE

The Board of Directors ('Board') of the Company has decided not to transfer any amount to the General Reserves, for the year
ended 31^st March 2025.

6. 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, 2025.

7. CHANGES IN THE NATURE OF BUSINESS

There has been no Change in the nature of the business of your Company during the financial year ended March 31, 2025.

8. DEPOSITS FROM PUBLIC

During the year, your Company has not accepted or renewed any deposits within the meaning of Section 73 of the Act, read
with the Companies (Acceptance of Deposits) Rules, 2014.

9. DIRECTORS AND KEY MANAGERIAL PERSONNELS

Consequent to the approval of the members of the Company Mr. Vishal Arora (DIN: 07558718) was appointed as the Executive
Director of the Company on July 04, 2024 & Mr. Vivek Khandelwal (DIN: 10692197) was appointed as the Independent
Director of the Company on July 02, 2024.

In terms of the provisions of Section 152 of the Act and the Articles of Association of the Company, Mrs. Rajkumari Harlalka
(DIN: 03519046) retires by rotation at the forthcoming AGM and, being eligible, offers herself for re-appointment.

Notice for the forthcoming AGM of the Company includes appropriate resolutions seeking Member's approval in respect of
re-appointment of above Directors.

10. 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 from 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
at the 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."

11. 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.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to Section 186 of the Act read with the Companies (Meetings of the Board and its Powers) Rules, 2014, disclosures
relating to loans and investments as on 31^st March 2024 are given in the Notes to the Financial Statements. During the year,
there are no guarantees issued or securities provided by the Company in terms of Section 186 of the Act read with the Rules
issued there under.

13. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

Except as mentioned below, there are no significant events that occurred during the financial year after the date of financial
statements -

The Company by way of Preferential Issue has issued 6,91,500 (Six Lakh Ninety-One Thousand and Five Hundred) equity
shares of face value '10.00 each at a price of '236/- (Rupees Two Hundred Thirty-Six only) per Equity Share (including a
premium of '226/- each ) aggregating up to '16,31,94,000/- (Rupees Sixteen Crore Thirty-One Lakh Ninety-Four Thousand
Only) 13,64,410 Equity warrants of face value '10.00 each at a price of '236/- (Rupees Two Hundred Thirty-Six only) per
Equity Warrant (including a premium of '226/- each) per Warrant, aggregating up to 32,20,00,760/- (Rupees Thirty-Two Crore
Twenty Lakh Seven Hundred and Sixty Only); an amount equivalent to 25% (twenty-five percent) of the price of each Equity
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 ' 15,50,60,600/-(Rupees Fifteen Crores Fifty
Lakh Sixty thousand and Six Hundred only) divided into 1,55,06,060 (One crore Fifty-Five Lakhs Six Thousand and Sixty)
Equity Shares of face value of '10/- each.

14. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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 the Internal Auditor. The scope of work includes reviewing of process for
safeguarding the assets of the Company, reviewing operational efficiency effectiveness of systems and processes, and
assessing the internal control strengths in all areas. The details in respect of internal financial control and their adequacy are
included in the management discussion and analysis report forming part of this report.

15. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

In pursuance of the provision of Section 135 of the Companies Act, 2013, the CSR provisions are not applicable to our
Company for F.Y 2024-2025.

16. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The prescribed particulars of conservation of energy, technology absorption as stipulated under Section 134 of the
Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are not applicable to your company as we are neither
a manufacturing company nor the operation of your Company are energy intensive. However, the disclosure regarding the
same 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.

c) Foreign Exchange Earnings and Out-go: During the year under review there were no earnings from foreign exchange and
outgo for the purpose of business.

17. DIRECTOR'S 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, 2025, 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 Directors 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) That the Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that
such system were adequate and operating effectively.

18. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

As on 31^st March 2025, the Company had four subsidiary companies:

Sr. Name and Address of the Company CIN Holding / % of Shares

No. Subsidiary / held

Associate/

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 as Annexure A, 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://www.gretexindustries.com/

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

During the year, all contracts / arrangements / transactions entered into by the Company with Related Parties were on arm's
length basis and in the ordinary course of business. There are no material transactions with any Related Party as defined
under Section 188 of the Act, read with the Companies (Meetings of Board and its Powers) Rules, 2014.

In line with the requirements of the Act and amendment to the Listing Regulations, all Related Party Transactions have been
approved by the Audit Committee. Please refer Form AOC-2 Annexure B to the Director's Report for details of the transactions
entered with Related Parties.

Our Company has formulated a 'Policy on Related Party Transactions', which is also available on the Company's website
https://www.gretexindustries.com/wp-content/uploads/2025/05/RPT-Policy-1.pdf

20. BOARD OF DIRECTORS

As on 31^st March 2025 the composition of the Board was :

Composition of Board of Directors of the Company

Number of Board Meetings

During the financial year ended March 31,2025 the Board met eight (8) times on 30 April 2024, 22 May 2024, 02 July 2024, 04
July 2024, 25 July 2024, 17 October 2024, 07 November 2024 & 05 February 2025. The intervening gap between the Meetings
was within the period prescribed under the Companies Act, 2013. Attendance of Directors at the Board Meeting is as under:

Sr. Name of Director No. of Board Meetings attended

Separate Meeting of Independent Directors

As stipulated by the Code of Independent Directors under the Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosures Requirements) Regulations, 2015, a separate meeting of the Independent Directors of the Company was held
on February 05, 2025, to review the performance of Non-Independent Directors (including the Chairman) and the Board
as whole. The Independent Directors also reviewed the quality, content and timeliness of the flow of information between
Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge
their duties.

Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be
reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received
from the Independent Directors, the Board is of the opinion that the Independent Directors fulfil the conditions specified
under the Act and the Regulations and are independent of the management.

Evaluation of the Board's Performance

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation
2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well
as 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 that
the performance evaluation of the Board & Committee's was satisfactory. The Chairman of the Board provided feedback to
the Directors on an individual basis, as appropriate. The Directors expressed their satisfaction with the evaluation process.

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.

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

21. COMMITTEES OF THE BOARD

The Board has constituted necessary Committees pursuant to the provisions of Companies Act, 2013, rules framed
thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with Stock Exchanges

The Committees of the Board held by the company are Audit Committee, Stakeholders' Relationship Committee, Nomination
and Remuneration Committee & Corporate Social Responsibility Committee. The details about Committee Meetings are
given below:

Sr No Particulars No of

AUDIT COMMITTEE

Composition and Meetings of Audit Committee

The Audit Committee consists of two Independent Directors at present, all members of the Audit Committee are financially
literate, and they have accounting or related financial management expertise. The Audit Committee met 3 times during the
financial year ended March 31,2025. The attendance record of the members at the meeting was as follows:

Name of the Director Position No. of Meetings attended

NOMINATION & 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 / review the remuneration
of Managing Directors / Whole-time Directors. The remuneration policy of the Company is directed towards rewarding
performance and attracting new talents / retaining them. While deciding the remuneration, the Committee considers the
financial position of the Company, trend in the Industry, Appointee's qualification, experience, past performance, past
remuneration etc.

Composition and Meetings of the Nomination & Remuneration Committee

Namp of thp Dirprtnr Pncitinn Nn nf Mpptinnc attpnrlprl

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Committee is in charge of looking after grievances of Investors and Shareholders.

Composition and Meetings of Stakeholder's Relationship Committee

Name of the Director Position No. of Meetings attended

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Composition and Meetings of Corporate Social Responsibility Committee

Name of the Director Position No. of Meetings attended

22. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company promotes safe, ethical and compliant conduct of all its business activities The Company has a Vigil
Mechanism / Whistle-blower policy in accordance with Section 177 of the Act and Regulation 22 of Listing Regulations to
bring Company's attention to instances of illegal or unethical conduct, actual or suspected incidents of fraud, actions that
affect the financial integrity of the Company.

The said policy has been uploaded on the Company's website and can be accessed at 14.-Policy-On-Whistle-Blower-Vigil-
Mechanism.pdf. The said policy provides a mechanism for employees of the Company to approach the Chairman of the
Audit Committee of the Company through the Company Secretary for redressal. No person had been denied access to the
Chairman of the Audit Committee and there was no such reporting during the Financial Year 2024-25.

23. 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.

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING
CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

No significant and material orders were passed by any Regulators or Courts or Tribunals impacting the going concern status
and your Company's operations in future.

25. AUDITORS

The Company's Auditors, M/s. Jay Gupta & Associates, Chartered Accountants, who were re-appointed with your approval at
the 11^th Annual General Meeting for a period of five years, will complete their present term at the conclusion of the ensuing

16^th Annual General Meeting of the Company.

The Company has recommended M/s. V. Singhi and Associates, Chartered Accountants (FRN: 311017E), as Statutory Auditor
for a Period of five years w.e.f. from April 01,2025 by passing an Ordinary Resolution subject to the shareholders' approval.

26. AUDITOR'S REPORT

The Auditors' Report issued by Jay Gupta & Associates, on the Financial Statements for the year ended March 31,2025 does
not 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 thereunder
either to the Company or to the Central Government.

27. SECRETARIAL AUDIT

The Board had appointed Ms. RKN & Co., (Certificate of Practice -23142) Practicing Company Secretaries, as the Secretarial
Auditor of your Company for the Financial Year ended March 31,2025. The Secretarial Audit Report pursuant to Section 204
of the Act, is attached in Annexure - 'C' forming part of this Report.

28. 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.

29. 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 D".

30. MANAGEMENT DISCUSSION & ANALYSIS REPORTS

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis for the year under review is
presented in a separate section forming part of this Report as Annexure 'D'.

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

The Company has zero tolerance towards sexual harassment at the workplace. In accordance with the requirements of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and Rules made
thereunder, the Company has adopted a policy and constituted an Internal Complaints Committee (ICC) to redress and
resolve any complaints arising under the POSH Act. Training / awareness programs are conducted throughout the year to
create sensitivity towards ensuring respectable workplace.

There are no complaints received during the Financial Year 2024-25.

32. MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961

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 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 by applicable laws.

33. DISCLOSURE

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions
on these matters during the year:

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

• Issue of shares (including sweat equity shares) to employees of the Company under any Scheme save and except ESOS
referred to in this report.

• There were no proceedings initiated under the Insolvency and Bankruptcy Code, 2016.

• There was no instance of one-time settlement with any Bank or Financial Institution; and

34. 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.

ACKNOWLEDGEMENT

The Board of Directors wishes to place on record its appreciation for the committed and dedicated services received from
business partners, financial institutions, banks, consumers and vendors during the year under review. The Board is also thankful to
the Government of India, the various ministries of the State Governments, the Central and State Electricity Regulatory Authorities,
communities in the neighborhood of our operations, municipal authorities of Kolkata and local authorities in areas where we are
operational as well as to the Company's Members for all the support rendered during the year.

The Directors also places on record its deep appreciation for the Company's employees for their commitment and contributions
to the overall performance of the Company

REGISTERED OFFICE: By Order of the Board of Directors

90, Phears Lane, 5^th Floor, Kolkata-700012, West Bengal, India For GRETEX INDUSTRIES LIMITED

Place: KOLKATA Sd/- Sd/-

Date: 26^th July,2025 Arvind Harlalka Alok Harlalka

Joint Managing Director Director
DIN:00494136 DIN:02486575