Directors Report of Gratex Industries Ltd.

Mar 31, 2024

Your Directors have immense pleasure in presenting the Fortieth (40th) Annual Report on the business and operations of the
Company together with the Audited Financial Statements for the Financial Year ended 31^st March, 2024.

1. FINANCIAL HIGHLIGHTS:

The financial performance of the Company, for the financial year ended 31^st March, 2024 as compared to the previous
financial year is summarized below:

(Rs. in Lakhs)

PARTICULARS As at As at

31st M_arch 2024 31st M_arch 2023

Total Revenue	399.37	425.99
Finance Cost	1.08	1.26
Depreciation	13.22	12.51
Other Expenses	372.73	389.69
Profit/Loss before exceptional Item	12.34	22.53
Less: Extra-ordinary Items	0.00	0.00
Less: Deferred Tax Asset (Net)	(0.79)	(0.78)
Less: Current Tax	3.53	5.25
Less: Prior Year Tax	0.20	(0.72)
Profit/Loss during the year	9.40	18.78

The above figures are extracted from the Financial Statements prepared in accordance with the applicable accounting
principles as specified under Sections 129 and 133 of the Companies Act, 2013 (“the Act") read with the Companies
(Accounts) Rules, 2014, as amended and other relevant provisions of the Act.

2. PERFORMANCE REVIEW:

The overall income from Franchisee operations for 2023-24 stood at Rs. 18.24 Lakhs as compared to Rs. 18.65 Lakhs
in 2022-23 & Warehousing Income for 2023-24 stood at Rs. 73.28 Lakhs as compared to Rs. 64.61 Lakhs in 2022-23.
The total income of company for 2023-24 amounted to Rs. 399.37 Lakhs as compared to Rs. 425.99 Lakhs in 2022-23.
Also there was a significant increase in the Company''s digital printing sales, catalogue sales and modular furniture and
profile sales.

The Company''s total revenue has been decreased by 6.25% during the financial year 2023-24.

For the year ended 31^st March, 2024, the Company has achieved an overall Net Profit of Rs. 9.40 Lakhs as compared
to Net Profit of Rs. 18.78 Lakhs in previous year.

3. DIVIDEND:

It is necessary for the Company to conserve resources to meet unexpected operational requirements and for future
growth of the business of the Company. Considering this, the Board of Directors has not recommended any dividend
for the financial year ended 31^st March, 2024.

4. TRANSFER TO RESERVE:

Your Company has not transferred any amount to reserve during the year under review.

5. DEPOSITS:

During the financial year, your Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. There were no unclaimed / unpaid
deposits as on 31^st March, 2024.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Composition:

As on 31^st March, 2024 the Board comprises of Five Directors, Two of whom are Non-Executive Independent
Directors, One Managing Director, and Two Non-Executive Directors one of whom is also the Chief Financial Officer
of the Company.

Mr. Baldevkrishan Ramrattan Sharma - Director (Non-Executive)

Mrs. Mona Pratap Menon - Director (Non-Executive)

Mr. Karan Baldevkrishan Sharma - Managing Director (Executive)

Mr. Prashant Sawant - Independent Director
Ms. Akanksha Bector - Independent Director

As on 31st March, 2024, Key Managerial Personnel of the Company are:

Mr. Karan Baldevkrishan Sharma - Managing Director

Mrs. Mona Pratap Menon - Chief Financial Officer

Ms. Neha Arora - Company Secretary and Compliance Officer

7. THE DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE
YEAR:

Mrs. Rekha Pradeep Nagori (DIN: 06945982) was retired from the Board on completion of her tenure as an Independent

Director of the Company with effect from close of business hours on 13^th August, 2023.

Ms. Akanksha Bector (DIN: 07876194) was appointed as an Additional Independent Director of the Company with
effect from 14^th August, 2023 for a period of Five Years. Her appointment was approved by the Members of the
Company as an Independent Director of the Company at the Thirty Ninth (39th) Annual General Meeting of the Members
of the Company held on 26^th September, 2023.

Ms. Mona Pratap Menon (DIN: 00117025), the Director of the Company retires by rotation at the ensuing Annual General
Meeting and being eligible offer herself for re-appointment.

8. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declarations from all the Independent Directors under Section 149(6) and
149(7) of the Companies Act, 2013 and Regulation 16(1)(b) and Regulation 25(8) of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 that they meet the criteria of
independence laid down there under.

9. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE
(INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

The Board of Directors have evaluated the Independent Directors appointed during the year 2023-24 and opined that
the integrity, expertise, and experience (including proficiency) of the Independent Directors is satisfactory.

10. COMMITTEES OF THE BOARD:

The Company has the following Three (03) Board level committees:

(i) Audit Committee,

(ii) Stakeholder Relationship Committee, and

(iii) Nomination and Remuneration Committee.

The details with respect to the composition, terms of reference, number of Meetings held, etc. of these Committees are
given in the report on Corporate Governance which forms part of the Annual Report.

11. MEETINGS:

During the year under review, 05 (Five) Meetings of the Board of Directors were held. Further details regarding the
Meetings of the Board of Directors and Committees thereof are provided under the Corporate Governance Report
annexed herewith.

12. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 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 Committee, Nomination
and Remuneration Committee. The manner in which the evaluation has been carried out has been explained in the
Corporate Governance Report.

13. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING
QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR:

Based on the recommendation of the Nomination and Remuneration Committee (“NRC”), the Board has adopted the
Remuneration Policy for Directors, KMPs and other Employees. NRC has formulated the criteria for the determining
qualifications, positive attributes and independence of an Independent Director and also the criteria for Performance
evaluation of individual Directors, the Board as a whole and the Committees.

14. STATUTORYAUDITORS:

M/s Jayesh R. Shah & Co., Chartered Accountants, (Firm Registration No.: 104182W) were appointed as the Statutory
Auditors of the Company at the 35^th Annual General Meeting held on 30^th September, 2019, to hold office until the
conclusion of the 40^th Annual General Meeting to be held in the year 2024. M/s Jayesh R. Shah & Co.''s tenure of 05
(Five) years as the Statutory Auditors concludes at this ensuing AGM.

The Board of Directors at its Meeting held on 08^th July, 2024 has recommended the appointment of M/s Harshal Doshi
& Associates, Chartered Accountants, (Membership No.: 179613 and Firm Registration No.: 145606W), Peer Review
Certificate No.: 016953 valid till 31^st May, 2027 as the Statutory Auditors of the Company for a term of Five years from
conclusion of the 40^th Annual General Meeting until the conclusion of the ensuing 45^th Annual General Meeting of the
Company to be held in the year 2029.

Pursuant to the Companies (Amendment) Act, 2017 there is no requirement of annual ratification of the Statutory
Auditor of the Company vide Notification dated 07^th May, 2018. The provisions with respect to the annual ratification
has been removed from the Companies (Audit and Auditors) Rules, 2014, as amended.

15. REPORTING OF FRAUDS BY AUDITORS

During the financial year under review, there have not been any instances of fraud and accordingly, the Auditors have
not reported any frauds either to the Board or the Central Government under Section 143(12) of the Companies Act,
2013.

16. EXPLANATION OR COMMENTS TO AUDITOR’S REMARKS:

The Notes on financial statements referred to in the Auditors'' Report are self-explanatory and do not call for any
further comments.

The Statutory Auditor''s Report for the financial year 2023-24 does not contain any qualifications, reservations,
adverse remarks or disclaimer.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in
sub-section (1) of Section 188 of the Companies Act, 2013 including certain arm''s length transactions under third
proviso thereto is given in Form No.: AOC-2, as an Annexure-1. All the Transactions with the Related Parties that
were entered into during the financial year were on arm''s length basis and were in the ordinary course of Company''s
business.

All the related party transactions are placed before the Audit Committee as well as the Board for approval on a
quarterly basis. Approval of the Shareholders is also obtained, wherever necessary, in this regard.

18. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Company has appointed M/s. JC & Associates, Practicing Company Secretary
(Certificate of Practice Number: 12162) to undertake the Secretarial Audit of the Company.

The Company has annexed to this Board Report as an Annexure-2, a Secretarial Audit Report for the financial year
2023-24 submitted by the Secretarial Auditor.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

19. DETAILS IN RESPECT OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Board has adopted Policies and procedures for ensuring the orderly and efficient conduct of its business,
including adherence to the Company''s policies, safeguarding of its assets, prevention and detection of fraud, error
reporting mechanisms, accuracy and completeness of the accounting records, and timely preparation of reliable
financial disclosures. For more details, refer to the ‘Internal control systems and their adequacy'' section in the
Management''s Discussion and Analysis, which forms part of this Annual Report. The Company has in place adequate
internal financial controls with reference to financial statements. During the year, such controls were tested and no
reportable material weaknesses in the design or operation were observed.

The details in the respect of internal financial control and their adequacy are included in Management Discussion and
Analysis Report, which forms part of this report as an Annexure-3.

20. EXTRACT OF THE ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, copies of the
Annual Returns of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the
Companies (Management and Administration) Rules, 2014 are made available on the Company''s website i.e. on
www.gratex.in.

21. WHISTLE BLOWER POLICY / VIGIL MECHANISM:

The Company has established a Whistle Blower (Vigil) Mechanism and formulated a Whistle Blower / Vigil Mechanism
Policy to deal with instances of fraud and mismanagement. The details of the Policy are explained in the Corporate
Governance Report, which forms part of the Annual Report and the Policy is hosted on the website of the Company
at www.gratex.in.

22. RISK MANAGEMENT POLICY:

Risk Management Policy of the Company promotes a proactive approach in reporting, evaluating and resolving risks
associated with the business. Identified risks are used as one of the key inputs for the development of strategy and
business plan.

The risks are assessed on a periodical basis and it assists the Board of Directors in overseeing the Company''s risk
management processes and controls.

23. INTERNAL AUDIT AND CONTROLS:

During the financial year, the Company continued to implement their suggestions and recommendations to improve the
control environment. Their scope of work includes review of processes for safeguarding the assets of the Company,

review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths
in all areas. Significant observations and corrective actions thereon are presented to the Audit Committee from time to
time.

The Internal Audit for the Financial Year 2023-24 was carried out by Mrs. Sujata Hodge.

Accordingly, the Internal Report was placed before the Board of Directors and Members of the Audit Committee in the
Board Meeting and Audit Committee Meeting respectively.

Further, the Company has appointed Mrs. Sujata Hodge (Professional Consultant) as the Internal Auditor of the
Company for carrying out the Internal Audit for the financial year 2024-25. The appointment was done in due compliance
of the regulations laid down by the Companies Act, 2013 and the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements), Regulations, 2015.

24. PARTICULARS OF LOANS, ADVANCES, GUARANTEES AND INVESTMENS:

Pursuant to the provisions of Section 186 of the Companies Act, 2013 and Schedule V of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015, disclosure on particulars relating
to loans, advances, guarantees and investments are provided as part of the Financial Statements.

25. CASH FLOW STATEMENTS:

In conformity with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements), Regulations, 2015 and requirements of the Companies Act, 2013, the Cash Flow Statements for the
financial year ended 31^st March, 2024 is annexed here to as a part of the Financial Statements.

26. SHARE CAPITAL:

There was no change in the Authorized and Paid-up Share Capital of the Company during the financial year.

27. CORPORATE GOVERNANCE REPORT:

Pursuant to the provisions of the Regulation 27 of the Securities and Exchange of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, a Report on the Corporate Governance Report is not applicable to the
Company as it does not fall under the criteria of Paid up Share Capital of Rs. 10 Crore and Turnover of Rs. 25 Crores.

Pursuant to the provisions of the Regulation 34(3) read with Schedule V of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the SEBI Listing Regulations”) a separate report
on Corporate Governance along with the Auditor''s Certificate on its compliance is attached as an Annexure-4 to this
Report.

28. STATE OF COMPANY’S AFFAIR:

A detailed review of the state of the Company''s affair, operations, performance and future outlook of the Company and
its businesses is given in the Management''s Discussion and Analysis Report i.e. Annexure-3, which forms part of
this Report.

29. OBLIGATION OF THE COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company is committed to provide and promote safe and healthy environment to all its employees without any

discrimination. During the year under review, there was no case filed pursuant to the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has in place an Anti-Sexual Harassment
Policy in line with the requirements of The Sexual Harassment of Women at Work Place (Prevention, Prohibition and
Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding
sexual harassment.

30. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY
WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE
FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

In terms of provisions of Section 134(3) of the Companies Act, 2013, no material changes and commitments which
could affect the Company''s financial position have occurred between the end of the financial year of the Company and
date of this Board''s Report.

31. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATION IN FUTURE:

No significant and material orders were passed by the regulators or courts or tribunals which affect the going concern
status and future operation of the Company. However, one GST Appeal is pending which is related to financial year
2018-19.

32. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the financial year, the Company did not undergo any change in the nature or type of business it conducts.

33. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary(ies), Joint Venture(s) or Associate Company(ies) as on financial year
ended 31^st March, 2024.

34. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A. Conservation of energy:

I. the steps taken or impact on conservation of energy: NIL;

II. the steps taken by the company for utilizing alternate sources of energy: NIL;

III. the capital investment on energy conservation equipments: NIL.

B. Technology absorption:

I. the efforts made towards technology absorption:

a) A new 10 colour digital printing machine added of world renowned manufacturer Epson replacing
the existing 4 colour one.

b) Also added two new high end Apple machines.

II. the benefits derived like product improvement, cost reduction, product development or import substitution:

a) Being 10 colours, digital printing machine gives more vibrancy to our product range.

b) Two new high end Apple machines is used for the betterment of the speed and quality of our
working.

III. in case of imported technology (imported during the last three years reckoned from the beginning of the
financial year)-

a) the details of technology imported: Digital Printing Machine, 2 Apple Machines

b) the year of import: 2023

c) whether the technology been fully absorbed: Yes

d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof: NIL;
and

e) The expenditure incurred on Research and Development: NIL.

C. Foreign exchange earnings and Outgo: The Foreign Exchange earned in terms of actual inflows during the
year and the Foreign Exchange outgo during the year in terms of actual outflows: Inflow: Nil and Outflow: Nil.

35. CORPORATE SOCIAL RESPONSIBILITY (CSR):

According to the provisions of the Section 135 of the Companies Act, 2013, for every Company having net worth of
rupees Five Hundred Crores or more or turnover of rupees One Thousand Crores or more or net profit of rupees Five
Crore or more during the immediately preceding financial year shall constitute a Corporate Social Responsibility
Committee.

As the Company does not fulfill the above mentioned criteria therefore this Section is not applicable to the Company
during the financial year.

36. DISCLOSURE OF REMUNERATION OF EMPLOYEES COVERED UNDER RULE 5 OF THE COMPANIES (APPOINTMENT
AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:-

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are given below:

i. The ratio of the Remuneration of each Director to the median Remuneration of the employees of the Company for
the financial year:

Executive Director Ratio to median Remuneration

Karan Baldevkrishan Sharma (MD) 2.67

a) The Median remuneration of Employees of the Company was Rs. 2.58 Lakh

b) For this purpose, Sitting fees paid to the Directors have not been considered as remuneration.

ii. The percentage increase in Remuneration of each Director, Chief Executive Officer, Chief Financial Officer,
Company Secretary in the financial year:

Name Designation % increase in

remuneration in the
financial year

Karan Baldevkrishan Sharma Managing Director 11.63%

Neha Arora Company Secretary 05.38%

iii. The percentage increase in the median Remuneration of employees in the financial year: 0.40%

iv. The number of Permanent Employees on rolls of the Company: 23

37. DIRECTORS’ RESPONSIBILITY STATEMENTS:

The Directors'' Responsibility Statements referred to in clause (c) of sub-section (3) of Section 134 of the Companies
Act, 2013, shall state that:

I. in the preparation of the annual financial statements for the year ended 31^st March, 2024, the applicable
accounting standards have been followed with no material departures;

II. the Directors have 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 as at 31^st March, 2024 and of the profit of the Company for the year ended on that date;

III. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;

IV. the Directors have prepared the annual financial statements on a going concern basis;

V. the Directors have laid down internal financial controls to be followed by the Company and that such internal
financial controls are adequate and operating effectively; and

VI. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems are adequate and operating effectively.

38. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees up to year 2024-25 to BSE Limited, where the
Company''s Shares are listed.

39. DISCLOSURE REGARDING MAINTENANCE OF COST RECORDS UNDER SECTION 148 OF THE COMPANIES ACT,
2013:

During the financial year, the requirement for maintaining Cost Records under Section 148 of the Companies Act, 2013,
does not apply to the Company. This exemption is due to the Company not meeting the criteria specified in Table A and
B of Rule 3 of the Companies (Cost Records and Audit) Rules, 2014.

40. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Board of Directors affirm that the Company has complied with the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India (“''ICSI”) i.e. Secretarial Standard 1 and Secretarial Standard 2 respectively
relating to Meeting of its Board, its Committees and the General Meeting.

41. PREVENTION OF INSIDER TRADING:

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

42. CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all
employees in the course of day to day business operations of the Company.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors
and the Designated Employees in their business dealings and in particular on matter relating to integrity in the work
place, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management Personnel have complied with the Code.

43. DETAILS OFAPPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL
YEAR:

There were neither any applications made under the Insolvency and Bankruptcy Code, 2016 nor any proceedings
were pending.

44. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT
AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG
WITH THE REASONS THEREOF:

There was no instance of one-time settlement with any Bank or Financial Institution during the financial year.

45. ACKNOWLEDGEMENTS:

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

By Order of the Board of Director

For Gratex Industries Limited

SD/- SD/-

Baldevkrishan Ramrattan Sharma Karan Baldevkrishan Sharma

Chairman Director Managing Director

DIN :00117161 DIN:00117188

Place: Mumbai

Date: 08^th July, 2024

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 31st Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015.

1. FINANCIAL HIGHLIGHTS:

The financial performance of the Company, for the year ended 31st March, 2015 as compared to the previous financial year is summarized below:

(Amount in Lacs)

PARTICULARS CURRENT YEAR PREVIOUS YEAR 31.03.2015 31.03.2014

Income from Operations 80.45 727.56

Total Expenditure including Depreciation 75.89 678.55

Profit before Tax (20.44) 13.06

Profit/Loss After Tax (17.34) 23.77

2. PERFORMANCE REVIEW:

The overall income from Franchisee operations for 2014-15 is 38.30 Lakhs as compared to in 38.48 Lakhs in 2013-14 which is same as last year & warehousing income is 86.98 Lakhs. Thus, total income for 2014-15 amounts to 1.25 crores. For the year ended 31.3.2015 company is into overall Net loss of 17.34 Lakhs as compared to Net profit of 24 Lakhs last year.

The major reasons for the loss are:

1. Loan written off of Andhra Pradesh Power Tools Ltd of 25 Lakhs. We had already written off the interest of both the companies ie Andhra Pradesh Power Tools Ltd and Elar Fashion. Now we have written off the principal amount of one company and and will write off the other in the current year to clean off our books of all our old liabilities.

2. Old assets written off as per new companies act amounting to 10.40 Lakhs which belong to period prior to 2007. As can be seen above if these 2 items were excluded we would have been in profits similar to 2013-14.

3. DIVIDEND:

In view of the losses suffered by the Company, the Directors regret their inability to recommend dividend for the year under review.

4. OUTLOOK FOR 2015 - 2016:

We will be continuing with our Franchisee & warehousing operations and expect to overall grow by at least 25% in the new year. With infrastructure and real estate sector due to grow in the current year with the thrust given by the government the expectation of growth both in franchise and warehouse operations is very high.

We have also been very conscious of our expenses, which will be controlled further to bring the company again into profitability state.

5. FIXED DEPOSITS:

Your Company has not accepted any deposits from the public or its employees during the year under review.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Krishna Prakash Bhardwaj (DIN 00276699) and Ms. Mona Menon (DIN 00117025), Directors retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment.

During the year, Ms. Rekha Pradeep Nagori (DIN 06945982), has been appointed as an Independent Director for a term of 5 years. Details relating to her appointment is mentioned in the Statement annexed to the Notice under Section 102 of the Companies Act, 2013.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Ms. Mona Menon (DIN 00117025) has been designated as the Chief Financial Officer of the Company as per the definition of Key Managerial Person under section 2(51) and Section 203 of the Act .

7. DETAILS PERTAINING TO EMPLOYEES AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013:

There were no employees covered under provisions under Section 197(12) of the Companies Act, 2013.

8. MEETINGS:

This information has been furnished under Report on Corporate Governance, which is annexed

9. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, 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 and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

10. AUDITORS:

The members of the Company had, at the 30th Annual General Meeting ("AGM") approved the appointment of M/s Lakhani & Lakhani, Chartered Accountants, Mumbai, bearing ICAI Registration No. 115728W for a period of three years. Ratification of the appointment of Statutory Auditors is to be sought from the members of the Company at the ensuing AGM.

In view of the above, the existing appointment of M/s Lakhani & Lakhani, Chartered Accountants, covering the period from the conclusion of the ensuing AGM until the conclusion of the next AGM to be held in the 2016-2017 is being placed for member's ratification.

M/s Lakhani & Lakhani, Chartered Accountants, Mumbai, have confirmed that their appointment, if made, shall be in accordance with the provisions of Section 139(1) of the Act read with Companies (Audit and Auditors) Rules, 2014 and that they satisfy the criteria given under Section 141 of the Act. The Audit Committee and Board of Directors recommend the aforesaid appointment.

11. AUDITORS' REPORT:

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self- explanatory and do not call for any further comments.

12. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in Form No. MGT 9 as a part of this Annual Report as Annexure I

13. INTERNAL AUDIT & CONTROLS:

During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Significant observations and corrective actions thereon are presented to the Audit Committee from time to time.

14. WHISTLE BLOWER POLICY / VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism Policy to deal with instances of fraud and mismanagement. The Vigil Mechanism Policy has been uploaded on the website of the Company.

15. RISK MANAGEMENT POLICY:

Risk management policy of the Company promotes a proactive approach in reporting, evaluating and resolving risks associated with the business. Identified risks are used as one of the key inputs for the development of strategy and business plan.

The risks are assessed on a periodical basis and it assists the Board of Directors in overseeing the Company's risk management processes and controls.

16. SECRETARIAL AUDIT:

In terms of Section 204 of the Act and Rules made there under, M/s. JC & Associates, Practicing Company Secretaries have been appointed Secretarial Auditor of the Company. The report of the Secretarial Auditors is enclosed as Annexure II to this report. The report is self-explanatory and do not call for any further comments.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub- section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto are disclosed in Form No. AOC-2 as a part of this Annual Report as Annexure III.

18. CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS :

The provisions of Section 135 of the Companies Act, 2013 pertaining to Corporate Social Responsibility (CSR) is not applicable to the Company.

19. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

In view of the nature of activities which are being carried on by the Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, regarding conservation of Energy and Technology absorption respectively, are not applicable.

Value of Imports on CIF basis :

Particulars 2014-2015 2013-2014

Purchase of Goods

EURO 0 30,704

USD 0 0

GBP 0 0

21. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act, 2013 pertaining to Corporate Social Responsibility (CSR) is not applicable to the Company.

22. DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that-

1. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. that your Directors have 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 loss of the Company for the year;

3. that your Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. that your Directors have prepared the annual accounts on a going concern basis.

5. that your Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

6. that your Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

23. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to the Bombay Stock Exchange, where the Company's Shares are listed.

24. ACKNOWLEDGEMENTS:

Your Directors record their grateful appreciation for the encouragement, assistance, co-operation and consistent support received from Members, Dealers, Government Authorities, Dealers, Banks, Financial institutions, Business Partners and Customers. The Board wishes to place on record its appreciation to the contribution made by employees of the Company during the year under review. Your Directors are thankful to all the Stakeholders for their continued patronage.

By Order of the Board Place : Mumbai For Gratex Industries Limited Date : 29.05.2015 Managing Director Karan Sharma (DIN: 00117188)

---

Mar 31, 2014

Dear Members,

The Directors are pleased to present the 30th Annual Report along with the Audited Accounts of the Company for the financial year ended 31st March, 2014.

1. FINANCIAL HIGHLIGHTS:

The financial performance of the Company, for the year ended 31st March, 2014 as compared to the previous financial year is summarized below:

(Amount in Lacs)

CURRENT YEAR PREVIOUS YEAR 31.03.2014 31.03.2013

Income from Operations 727.56 496.37

Total Expenditure including Depreciation 678.55 432.53 Profit before Tax 13.06 23.78 Profit/Loss After Tax 23.77 (9.24)

2. PERFORMANCE REVIEW :

During the year under review, your Company achieved an operational Profit before Tax of Rs.49.01 lacs. However after appropriations the Net Profit After Tax for the year stood at Rs.23.77 lacs as compared to a loss of Rs.9.24 lacs in the previous year. The carry forward loss of the company is reduced from Rs. 42 lacs to Rs.18 lacs.

In the current year the income from Franchisee operations marginally grew by 5% from Rs.36.60 lacs to Rs.38.50 lacs, the furniture business of the Company too rose to Rs.6.30 lacs a 50% increase to the amount of Rs.4.20 lacs in the previous year.

3. DIVIDEND:

Due to nominal profits which are required for the future growth and expansion of the Company, your Directors do not recommend any Dividend for the financial year ended March 31, 2014.

4. OUTLOOK FOR 2014 - 2015:

This year the Company achieved its target of liquidating its complete stocks, whereby it will focus on providing warehousing services as well as grow the franchisee operations of the company. The target is to achieve a commission of Rs.60 lacs in the current year a jump estimated at 60% from the previous year.

Your Company intends to consolidate its business segments and be profit centre thus transforming the Company into a profitable organization.

5. FIXED DEPOSITS:

During the period under review, the Company has not accepted/ renewed and deposit within the meaning of Section 58A of the Companies Act, 1956 and as such, no amount of principal / interest was outstanding as on the balance sheet date.

6. DIRECTORS:

* Composition

The Board comprises eight Directors, five of whom are Non-Executive Independent Directors, one Chairman, one Managing Director & one Chief Financial Officer.

* Retirement & Appointment / Re-appointment :

Mr. Pradeep Nagori, ceased to be an Independent Director of the Company due to his death on 27th November, 2014. The Board condoned his untimely demise and conveyed heartfelt condolences to his bereaved family. Ms. Mona Menon was appointed as Chief Financial Officer w.e.f 30th May, 2014.

In accordance with the provisions of Section 149 and other applicable provisions of the Companies Act, 2013 your Company is seeking appointment of Mr. Bhagwati Prasad Mangal and Mr. Gurvinder Singh Saggu as Non-Executive Independent Directors for five consecutive years w.e.f. 30th May, 2014. Mr. Karan Sharma was re-appointed as Managing Director for five consecutive years w.e.f 1st April, 2014. Details relating to their appointment are mentioned in the Statement annexed to the Notice under Section 102 of the Companies Act, 2013.

In accordance with the relevant provisions of the Companies Act, 2013, Mrs. Promila Sharma and Mr. Pratap Menon, Directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board recommends their re-appointment at the ensuing Annual General Meeting.

The details relating to the Directors, who are to be re-appointed as stipulated under clause 49 (IV) (G) of the Listing Agreement, is furnished in the Notice forming part of the Annual Report.

7. DIRECTORS'' RESPONSIBILITY STATEMENT:

Your Directors confirm:

1. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. that your Directors have 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 March 31,2014 and of the profit and loss of the Company for the year;

3. that your Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. that your Directors have prepared the annual accounts on a going concern basis.

5. that your Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

6. that your Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

8. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As per Clause 49 of Listing Agreement with the Stock Exchanges, a report on Corporate Governance is attached to this Report along with the Management Discussion and Analysis statement.

9. AUDITORS AND AUDITORS'' REPORT:

M/s Lakhani & Lakhani, Chartered Accountants, holds office until the conclusion of the ensuing Annual General Meeting of the shareholders of the Company, and offer themselves for re-appointment. In accordance with Section 139 of the Companies Act, 2013 read with the Rules made thereunder, M/s Lakhani & Lakhani can be currently appointed as the Statutory Auditors of the Company for a period of three years. They have confirmed that their appointment, if made, shall be in accordance with the provisions of Section 139(1) of the Act read with Companies (Audit and Auditors) Rules, 2014 and that they satisfy the criteria given under Section 141 of the Act.

The Audit Committee and Board of Directors have recommended the appointment of M/s Lakhani & Lakhani, Chartered Accountants. Members are requested to consider their appointment for a period of three years.

10. PARTICULARS OF EMPLOYEES:

Information in accordance with the provision of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particular of Employees) Rules 1975, as amended, regarding employees to the Directors Report is as follows.

None of the Employees of the Company are in receipt of remuneration aggregating to Rs.6,000,000/- or more p.a. if employed for the entire year or Rs.500,000/- or more per month, if employed for the part of the year.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS / OUTGO :

In view of the nature of activities which are being carried on by the Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, regarding conservation of Energy and Technology absorption respectively, are not applicable.

Value of Imports on CIF basis :

Particulars 2013-2014 2012-2013

Purchase of Goods

EURO 30,704 4,71,786

USD 0 1,46,981

GBP 0 13,438

12. ACKNOWLEDGEMENTS:

Your Directors record their grateful appreciation for the encouragement, assistance, co-operation and consistent support received from Members, Dealers, Government Authorities, Dealers, Banks, Financial institutions, Business Partners and Customers. The Board wishes to place on record its appreciation to the contribution made by employees of the Company during the year under review. Your Directors are thankful to all the Stakeholders for their continued patronage.

By Order of the Board Place : Mumbai For Gratex Industries Limited Date : 30.05.2014

Registered Office Karan Sharma 109, Kakad Udyog Bhavan, Managing Director L. J. Road, Mahim, Mumbai - 400 016

---

Mar 31, 2013

The Directors are pleased to present the 29th Annual Report along with the Audited Accounts of the Company for the financial year ended 31 st March, 2013.

1. FINANCIAL HIGHLIGHTS:

The financial performance of the Company, for the year ended 31st March, 2013 is summarized below:

(Amount in Lacs)

CURRENTYEAR PREVIOUS YEAR 31.03.2013 31.03.2012

Income from Operations 496.37 528.02

Total Expenditure including Depreciation 432.53 498.09

Profit before Tax 23.78 29.92

Profit/Loss After Tax (9.24) 5.72

2. PERFORMANCE REVIEW:

During the year under review, your Company achieved an operational Profit before Tax of Rs.63.83 lacs. However it went ahead with its decision to adjust prior period expenses of difference in depreciation of Rs.16.07 lacs and write off 3 of its old bad debts amounting to Rs.40.04 lacs, thus posting a loss of Rs.9.24 lacs in the current year.

In the year 2012-13, your Company launched a new product line of Furniture trough the Retail Showroom and the target set by the Company is Rs.50 lacs for the year 2013-14.

Your Company is determined to wipe out the carry forward losses and bad debts in the current year and thereafter start an era of sustained profits.

3. DIVIDEND:

Owing to the loss incurred by the Company, your Directors do not recommend any Dividend for the financial year ended March 31, 2013.

4. OUTLOOK FOR2013-2014:

This year the Company is targeting an additional commission income from Marshalls Franchise Showroom. Further the Company is also focusing on enhancing the profitability by providing warehousing, pacing and forwarding facility to Marshalls.

The Company is focused to wipe out the carry forward losses and bad debts thus transforming the Company into a profitable organization.

5. FIXED DEPOSITS:

During the period under review, the Company has not accepted/ renewed and deposit within the meaning of Section 58A of the Companies Act, 1956 and as such, no amount of principal / interest was outstanding as on the balance sheet date.

6. DIRECTORS:

- Composition

The Board comprises eight Directors, four of whom are Non-Executive & Independent Directors, two non- executive Directors, one Executive Director & one Managing Director.

- Retirement by Rotation

In accordance with the relevant provisions of the Companies Act, 1956, Mr. K P. Bharadwaj, Mr. Pratap Menon and Mrs. Mona Menon, Directors of the Company are liable to retire by rotation at the ensuing Annual General

Meeting and being eligible, offer themselves for re-appointment. The Board recommends their re-appointment at the ensuing Annual General Meeting.

The Board recommends re-appointment of the Directors retiring by rotation at the ensuing Annual General Meeting.

The brief resume and other details relating to the Directors, who are to be re-appointed as stipulated under clause 49 (IV) (G) of the Listing Agreement, is furnished in the Notice forming part of the Annual Report.

7. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956 ("Act"), and based on the representations received from the operating management, the Directors hereby confirm that:

(i) in the preparation of the Annual Accounts for the year 2012-13, the applicable Accounting Standards have been followed and there are no material departures;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a fair & true view of the state of affairs of the Company at the end of the Financial year and of the loss of the Company for the financial year.

(iii) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) they have prepared the Annual Accounts on a going concern basis.

8. CORPORATE GOVENRANCE REPORT AND MANAGEMENTDISCUSSIONAND ANALYSIS REPORT:

As per Clause 49 of Listing Agreement with the Stock Exchanges, a report on Corporate Governance is attached to this Report along with the Management Discussion and Analysis statement.

9. STATEMENT PURSUANT TO LISTING AGREEMENT:

The Company''s Securities are listed at the Bombay Stock Exchange Limited. The Company has paid the Annual Listing for the year 2013-2014.

10. DELISTING OF COMPANIES SECURITIES FROM AHMEDABAD STOCK EXCHANGE LIMITED :

The Company has received Order vide Letter Ref: ASEL72012-2013/1039 dated February 20, 2013 from Ahmedabad Stock Exchange Limited stating that the Securities of the Company are removed from the list of the exchange w.e.f. 21.02.2013. Therefore pursuant to the undertaking given by your Company, the fact of delistment is disclosed irrthe First Annual Report, subsequent to delisting, in compliance to clause 7 (1) (d) of SEBI (Delisting of Equity Shares) Regulations, 2009.

11. AUDITORS AND AUDITORS'' REPORT:

M/s Lakhani & Lakhani, Chartered Accountants, holds office until the conclusion of the ensuing Annual General Meeting of the shareholders of the Company, and are eligible for re-appointment. They have confirmed their eligibility as Auditors of a Listed Company.

The Company has received a confirmation from them to be effect about their eligibility under section 224(1 B) of the Companies Act, 1956.

The Notes on Accounts referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

12. PARTICULARS OF EMPLOYEES:

Information in accordance with the provision of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particular of Employees) Rules 1975, as amended, regarding employees to the Directors Report is as follows.

None of the Employees of the Company are in receipt of remuneration aggregating to Rs.6,000,000/-or more p.a. if employed for the entire year or Rs.500,00O/- or more per month, if employed for the part of the year.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS /OUTGO :

In view of the nature of activities which are being carried on by the Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, regarding conservation of Energy and Technology absorption respectively, are not applicable.

Value of Imports on CIF basis :

Particulars 2012-2013 2011-2012

Purchase of Goods

EURO 4,71,786 4,45,728

USD 1,46,981 98,477

GBP 13,438 11,713

14 ACKNOWLEDGEMENTS:

Your Directors record their grateful appreciation for the encouragement, assistance, co-operation and consistent - support received from Members, Dealers, Government Authorities, Dealers, Banks, Financial institutions, Business Partners and Customers. The Board wishes to place on record its appreciation to the contribution made by employees of the Company during the year under review. Your Directors are thankful to all the Stakeholders for their continued patronage.

By Order of the Board

For Gratex Industries Limited

Karan Sharma Managing Director

Date : 29.05.2013

Place : Mumbai

Registered Office

109, Kakad Udyog Bhavan,

L. J. Road, Mahim,

Mumbai-400 016

---

Mar 31, 2011

Dear Members,

The Directors are pleased to present the 27th Annual Report along with the Audited Accounts of the Company for the financial year ended 31st March, 2011.

1. FINANCIAL HIGHLIGHTS :

The financial performance of the Company, for the year ended 31st March, 2011 is summarized below:

(Amount in Lacs)

CURRENT YEAR PREVIOUS YEAR 31.03.2011 31.03.2010

Income from Operations 413.93 320.02

Total Expenditure 405.92 298.04

Profit before Interest & Depreciation 8.006 21.62

Interest 2.882 4.00

Depreciation 0.907 1.19

Profit After Tax 4.217 16.44

2. PERFORMANCE REVIEW :

During the year under review, Income from Operations was Rs. 4,13,92,700/- against Rs.3,20,00,097/- in the previous financial year showing an increase of Rs.93,90,603/-. However the NPAT for the year was Rs.4,21,669/- compared to Rs.16,43,781/- in the previous year.

Even though the sales showed healthy trend, we were able to generate a nominal profit due to loss incurred in the sale of old plant & machinery & other assets which were scrapped. We are hopeful that we shall be able to meet the challenges and give our shareholders their dues.

3. DIVIDEND :

Due to carry forward losses, which now stand at Rs. 56,91,677/- your Directors do not recommend any Dividend for the financial year ended 31st March, 2011.

4. OUTLOOK FOR 2011 - 12 :

The outlook for the year 2011-12 is very positive and we are targeting a further 25% increase in sales. We continue to surge forward in this new era of trading and are looking at adding more products to our portfolio.

5. FIXED DEPOSITS:

During the period under review, the Company has not accepted/ renewed and deposit within the meaning of Section 58A of the Companies Act, 1956 and as such, no amount of principal / interest was outstanding as on the balance sheet date.

6. DIRECTORS :

In accordance with the relevant provisions of the Companies Act, 1956, Mrs. Promila Sharma, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. The Board recommends her re-appointment at the ensuing Annual General Meeting.

The brief resume and other details relating to the Directors, who is to be re-appointed as stipulated under clause 49(IV)(G) of the Listing Agreement, is furnished in the Notice forming part of the Annual Report.

7. DIRECTORS' RESPONSIBILITY STATEMENT :

As required under Section 217(2AA) of the Companies Act, 1956, your Directors confirm having:-

-followed in the preparation of the Annual Accounts, the applicable the applicable accounting standards with proper explanation relating to material departures if any;

-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 or loss of the Company for that period;

-taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the said Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; prepared the annual accounts on a going concern basis

8. CORPORATE GOVERANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As per Clause 49 of Listing Agreement with the Stock Exchanges, a report on Corporate Governance is attached to this Report along with the Management Discussion and Analysis statement.

9. STATEMENT PURSUANT TO LISTING AGREEMENT:

The Company's Securities are listed at the Bombay Stock Exchange and The Ahmedabad Stock Exchange.

10. AUDITORS AND AUDITORS' REPORT:

M/s. B.H. Patel & Co., Chartered Accountants, Mumbai have confirmed that they are yet to complete the Peer Review Audit Process conducted by the Institute of Chartered Accountants of India. Hence they are ineligible to be reappointed in the ensuing Annual General Meeting. Hence M/s. Doshi Doshi & Associates, Chartered Accountants, Mumbai have been appointed as Statutory Auditors of the Company for the Financial Year 2011-12 and they have confirmed their eligibility as Auditors of a Listed Company.

The Company has received a confirmation from them to the effect about their eligibility under section 224(1B) of the Companies Act, 1956.

The Notes on Accounts referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

11. PARTICULARS OF EMPLOYEES:

Information in accordance with the provision of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particular of Employees) Rules 1975, as amended, regarding employees to the Directors Report is as follows.

None of the Employees of the Company are in receipt of remuneration aggregating to Rs. 24,00,000/- or more p.a. if employed for the entire year or Rs.2,00,000/- or more per month, if employed for the part of the year.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS / OUTGO :

In view of the nature of activities which are being carried on by the Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, regarding conservation of Energy and Technology absorption respectively, are not applicable.

Foreign Exchange earning of the Company during the year 2010-11 was NIL while the outgo was Euro 4,37,360, USD 1,16,807 & GBP 5,903.

13. ACKNOWLEDGEMENTS :

Your Directors record their grateful appreciation for the encouragement, assistance, co-operation and consistent support received from Members, Dealers, Government Authorities, Dealers, Banks, Financial institutions, Business Partners and Customers. The Board wishes to place on record its appreciation to the contribution made by employees of the Company during the year under review. Your Directors are thankful to all the Stakeholders for their continued patronage.

By Order of the Board For Gratex Industries Limited

Karan Sharma Managing Director

Place : Mumbai Date : 09.08.2011

Registered Office

109, Kakad Udyog Bhavan, L. J. Road, Mahim, Mumbai - 400 016

---

Mar 31, 2010

The Directors have pleasure in presenting the 26th Annual Report and the Audited Statement of Accounts of the Company for the financial year ended 31st March, 2010.

1. FINANCIAL HIGHLIGHTS:

The financial performance of the Company, for the year ended 31st March, 2010 is summarized below:

(Amount in Lacs)

CURRENT YEAR PREVIOUS YEAR

31.03.2010 31.03.2009 Income from Operations 320.02 392.26

Total Expenditure 298.04 404.45

Profit before Interest & Depreciation 21.62 (11.90)

Interest 4.00 3.35

Depreciation 1.19 3.17

Profit After Tax 16.44 (18.44)



2. PERFORMANCE REVIEW:

The year under review was a transformational year for the Company. Turnover for the year under review is Rs. 3,20,02,097 against Rs. 3,91,95,679 (previous year) showing a decrease of Rs.71,93,582. However, Net Profit After tax for the year was Rs.16,43,781 as against a loss of Rs. 18,44,411 in the previous year.

3. DIVIDEND :

Due to carry forward losses, which now stand at Rs.61,13,348 your Directors do not recommend any Dividend for the financial year ended 31st March, 2010.

4. PUBLIC DEPOSITS:

The Company has not accepted any deposits form the Public during the year under review, under the provisions of the Companies Act, 1956 and the rules framed.

5. DIRECTORS :

In accordance with the relevant provisions of the Companies Act, 1956, Mr. K. P. Bharadwaj, Mr. Pratap Menon and Mrs. Mona Menon, Directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board recommends their re-appointment at the ensuing Annual General Meeting.

Further, the approval of Shareholders pursuant to applicable Sections of the Companies Act, 1956 read with Schedule XIII thereof, is sought w.e.f. 1st April, 2010, for the re-appointment of Mr. Baldevkrishan Sharma, - Chairman for a period of five years. The brief resume and other details relating to the directors, who are to be re-appointed as stipulated under clause 49(IV)(G) of the Listing Agreement, are furnished in the Notice convening the Annual General Meeting.

6. DIRECTORS RESPONSIBILITY STATEMENT :

As required under Section 217(2AA) of the Companies Act, 1956, your Directors confirm having:-followed in the preparation of the Annual Accounts, the applicable the applicable accounting standards with proper explanation relating to material departures if any; 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 or loss of the Company for that period; taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the said Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; prepared the annual accounts on a going concern basis

7. CORPORATE GOVERANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A report on Corporate Governance is attached to this Report along with the Management Discussion and Analysis statement.

8. INSURANCE:

Properties and Assets of the Company are adequately insured.

9. SUBSIDIARY COMPANIES:

The Companies does not have any subsidiary.

10. AUDITORS AND AUDITORS REPORT:

M/s B.H. Patel & Co., Chartered Accountants, holds office until the conclusion of the ensuing Annual General Meeting of the shareholders of the Company, and are eligible for re-appointment.

The Company has received a confirmation from them to the effect that, their re-appointment if made, would be in accordance with Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of Section 226 of the said Act.

The Notes on Accounts referred to in the Auditors Report are self-explanatory and do not call for any further comments.

11. PARTICULARS OF EMPLOYEES :

Information in accordance with the provision of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particular of Employees) Rules 1975, as amended, regarding employees to the Directors Report is as follows.

None of the Employees of the Company are in receipt of remuneration aggregating to Rs.24,00,000/- or more p.a. if employed for the entire year or Rs.2,00,000/- or more per month, if employed for the part of the year.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS / OUTGO :

In view of the nature of activities which are being carried on by the Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, regarding conservation of Energy and Technology absorption respectively, are not applicable.

Foreign Exchange earning of the Company during the year 2009-10 was Nil while the outgo was EURO 2,31,394, USD 47,161 and GBP 9,675.

13. ACKNOWLEDGEMENTS :

The Board acknowledges with gratitude the co-operation and assistance provided to your Company by all government authorities, financial institutions, banks, transfer agents, consultants, solicitors of the Company for their continued support and encouragement. The Board wishes to place on record its appreciation to the contribution made by employees of the Company during the year under review. Your Directors are thankful to the shareholders and depositors for their continued patronage.



For Gratex Industries Limited

Place : Mumbai. By Order of the Board

Date : 11th August, 2010

Registered Office Karan Sharma 109, Kakad Udyog Bhavan, Managing Director

L.J.Road, Mahim, Mumbai - 400 016.