Grovy India Ltd Directors Report

2024-2025

The Members,

Your Directors have pleasure in presenting the Fortieth (40th) Annual Report together with the Standalone Financial Statements of the Company for the Financial Year ended March 31, 2025.

FINANCIAL HIGHLIGHTS

The standalone financial statements for the financial year ended March 31, 2025, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs.

The Companys financial performance, for the year ended 31st March, 2025 and the corresponding figures for the last year are summarized below: -

(Amount in Lakhs)

Particulars	Standalone for the financial year ended
	31 March, 2025	31 March,2024
Revenue from operations	2541.68	1955.16
Other Income	94.49	68.90
Total Income	2636.17	2024.06
Gross Expenditure	2396.48	1891.02
Less Finance Cost	46.45	39.58
Profit before Depreciation	2389.48	138.62
Less Depreciation	7.22	5.58
Profit after depreciation and	239.69	133.04
Interest/Net Profit
Less Exceptional items
Profit before extraordinary items and	239.69	133.04
Tax Expense	60.26	32.87
Net Profit/Loss after Tax	179.43	100.17
Other Comprehensive income for the	-7.65	29.43
Total Comprehensive income/(loss) for	171.78	129.61
Earnings per Share (Basic)	1.35	0.75
Earnings per Share (Diluted)	1.35	0.75

During the year under review, your Company has achieved a Total Revenue of Rs. 2636.17 lakhs. The Companys Profit before depreciation stands at Rs. 2389.48 lakhs which is higher than previous FY Profit before depreciation which was 138.62 lakhs. The Profit after Tax worked out to Rs. 179.43 lakhs

DIVIDEND

Your directors are pleased to recommend a dividend @ 1% i.e. Rs. 0.10 (Ten Paisa) per share on 13,33,62,720 (Thirteen crore thirty-three lakh sixty-two thousand seven hundred twenty only) Equity Shares of Rs. 10/- each for the current financial year. The proposal is subject to the approval of shareholders at the ensuing Annual General meeting to be held on 29th September, 2025. The dividend would be payable to all the Shareholders whose names appear in the Register of Members as on the Cut-off date i.e. 23.09.2025. The Register of Members and Share Transfer books shall remain closed from Wednesday, September 24, 2025 to Monday, September 29, 2025 (both days inclusive).

TRANSFER TO RESERVES

During the year under review, the Board of Directors of your Company, have decided not to transfer any amount to the General Reserves of the Company.

FINANCIAL STATEMENTS

The Financial Statements of your Company have been prepared in accordance with Indian Accounting Standards (IND-AS) issued by the Institute of Chartered Accountants of India and Regulation 48 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as SEBI Listing Regulations, 2015) for the financial year 2024-25 as applicable to the Company. The estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Companys state of affairs, profit and cash flow for the year ended 31st March, 2025.

SHARE CAPITAL

During the year under review, the Authorized Share Capital of the Company stands at Rs. 13,50,00,000 (Thirteen crore fifty lakh)/- divided into 1,35,00,000(One crore thirty-five lakh) Equity Shares of Rs. 10/- each. The Issued, Subscribed and Paid up Capital stands at 13,336,272 (One crore thirty-three lakh thirty-six thousand two hundred seventy-two only) Equity Shares of Rs.10/- each aggregating to Rs. 13,33,62,720/- (Thirteen crore thirty-three lakh sixty-two thousand seven hundred twenty only).

RESERVES AND SURPLUS

Reserves and Surplus of the Company for the financial year 2024-25 stands at 708.00 Lakhs as against the Reserve and Surplus of Rs. 1552.30 Lakhs at the end of the previous financial year 2024-25.

DEPOSITS

Your Company has not accepted any Deposits during the year in terms of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. No deposits remained unpaid or unclaimed as at the end of the year and there was no default in repayment of deposits or payment of interest thereon during the year.

HUMAN RESOURCES

Your Company envisages its "human resources" as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement. Your Company has continuously adopted structures that help attract best external talent and provide internal talent to higher roles and responsibilities. Your Company has an adequate pool of trained and competent human resources which is highly capable to meet the challenges of growing quality perspective and complex logistics requirement of the customers. In view of increased competition, the human resources of the company are able and proved to deliver specialized services of desired quality meet the competition and to satisfy customer requirements.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors (the "Board") of your Company are responsible for and are committed to sound principles of Cororpoporate Governance in your Company. The Boards focus is on the formulation of business strategies, policies and robust control systems. The Board provides strategic guidance and direction to your Company in achieving its business objectives and protecting the interest of the stakeholder.

Your Company has a professional Board with right mix of knowledge, skills and expertise with an optimum combination of Executive including one Woman Director, Non-Executive and Independent Directors.

None of the Directors of the Company are disqualified as per section 164(2) of the Companies Act, 2013 and Rules made thereunder or any other provisions of the Companies Act, 2013. The Directors have also made necessary disclosures to the extent as required under provisions of section 184(1) of the Companies Act, 2013. All members of the Board of Directors and senior management personnel affirmed compliance with the Companys Code of Conduct policy for the FY 2024-25.

There were some changes in the composition of the Board of Directors and KMPs during the review period, Further, as on date following Directors on the Board of the Company:

S. No	Name of the Director	DIN	Appointment Designation
1	Prakash Chand Jalan	00475545	08.06.1990 Director
2	Nishit Jalan	02964239 19.12.2013	Whole-Time Director cum CEO
3	Anita Jalan	00475635 01.09.1995	Director
4	Nawal Kishore Choudhury 00973844 02.03.2020	Director (Independent)
5	Jay Nandan Jha	00531064 18.12.2020	Director (Independent)
6	Anupam Singh Sisodia	02637198 07.03.2025	Director (Independent)

KEY MANAGERIAL PERSONAL

In accordance with Section 203, read with Section 2(51) of the Companies Act, 2013, the following executives continue to serve as Key Managerial Personnel of the Company and there were no changes during the review period.

S. No	Name of the Director & KMP	DIN	Designation
1	Nishit Jalan	02964239	Whole-Time Director cum CEO
2	Megha Mishra		Company Secretary
3	Ankur Jalan		CFO

Retirement by Rotation:

Pursuant to the provisions of Section 152(6) and other applicable provisions, of the Companies Act, 2013 and Articles of Association of the Company, Mr. Prakash Chand Jalan (DIN: 00475545), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered for her reappointment.

Appointment & Resignation of Directors:

During the year under review, the shareholders at the Extraordinary General Meeting of the Company held on 4th April 2025, re-appointed Mr. Nawal Kishore Choudhury (DIN: 00973844) as a Non-Executive Independent Director, designated as an Independent Director of the Company, for a period of 5 years with immediate effect, in accordance with regulatory requirements.

Additionally, during the year under review, the shareholders at the same Extraordinary General Meeting held on 4th April 2025, appointed Mr. Anupam Singh Sisodia (DIN: 02637198) as a Non-Executive Independent Director, designated as an Independent Director of the Company, for a period of 5 years with immediate effect, to comply with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR Regulations).

None of the Directors of the Company are disqualified as per section 164(2) of the Companies Act, 2013 and Rules made thereunder or any other provisions of the Companies Act, 2013. The Directors have also made necessary disclosures to the extent as required under provisions of section 184(1) of the Companies Act, 2013. All members of the Board of Directors and senior management personnel affirmed compliance with the Companys Code of Conduct policy for the FY 2024-25.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the Company confirming that:

They meet the criteria of independence as prescribed under section 149 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015; and

They have registered their names in the Independent Directors Data bank pursuant to Sub-rule (1) and (2) of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and amendments thereto.

In opinion of the Board, Independent Directors fulfill the conditions specified in the Act, Rules made thereunder and SEBI Listing Regulations and are independent of the management.

Also, the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV of the Act and have confirmed that they are in compliance with the Code of Conduct for Directors and Senior Management personnels formulated by the Company.

FAMILIARISATION PROGRAMME

The details of the familiarization program undertaken have been provided in the Corporate Governance Report and also available on the website of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 134(3) (c) & 134 (5) of the Companies Act, 2013, your Directors to the best of their knowledge and ability hereby confirm that:

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

2. 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;

3. 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;

4. The directors had prepared the annual accounts on a going concern basis;

5. 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; and

6. 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.

Based on the internal financial control framework, audit procedure and compliance system as established and maintained by the Company, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2024-25.

AUDITORS AND THEIR REPORTS

1. Statutory Auditors

The Company received a resignation letter from M/s. SNR & Company, Chartered Accountants (FRN: 014401N), stating their inability to continue as the Statutory Auditors of the Company with effect from October 23, 2024. Based on the recommendation of the Audit Committee, the Board of Directors, at their meeting held on November 5, 2024, and subsequently approved by the shareholders at the meeting on November 29, 2024, appointed M/s. Ajay Rattan & Co., Chartered Accountants (FRN: 012063N), as the Statutory Auditors of the Company to fill the casual vacancy until the 40th Annual General Meeting.

The Company has received consent from M/s. Ajay Rattan & Co., Chartered Accountants, and confirmation that they are not disqualified to be appointed as the Statutory Auditors of the Company, in terms of the provisions of the Companies Act, 2013, and rules made thereunder. Further, the Board of Directors, at their meeting held on September 4, 2025, approved their appointment for a period of 5 consecutive years, subject to shareholder approval in the ensuing AGM.

2. Cost Auditor or Cost Records

The provisions of Section 148 are not applicable on the Company. Consequently, the company is not liable to maintain such cost records and appoint Cost Auditor.

3. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding Rules framed thereunder, M/s APMG & Associates, Company Secretaries; continued to be Secretarial Auditors of the Company, to carry out the Secretarial Audit for the year ended March 31, 2025. As per the report of Secretarial Auditors it found the following observations:

1. As per the provisions of 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, every company is mandatorily required to file Form IEPF-2 within 60 days from the date of the Annual General Meeting (AGM) each financial year. This form is filed to provide a statement of unpaid and unclaimed dividend amounts, which are liable to be transferred to the Investor Education and Protection Fund (IEPF) after a period of seven consecutive years.

2. The Company has made a slight delay in intimation under Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for submitting the Unaudited Financial Results for the Quarter Ended 30th June, 2024. As informed by the management, the delay was due to some technical issue at the time of login/ uploading on the Stock Exchanges.

Management Remark:

1. The Company acknowledges the delay in filing Form IEPF-2 for the financial year. The delay was inadvertent and occurred despite our best efforts to ensure timely compliance. The Company remains fully committed to adhering to the provisions of Sections 124 and 125 of the Companies Act, 2013 and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016. Necessary steps have already been initiated to file the form at the earliest and strengthen internal controls to avoid recurrence of such delays in future.

2. The Company experienced a minor delay in the submission of the Unaudited

Financial Results for the quarter ended 30th June, 2024 under Regulation 30 of SEBI (LODR) Regulations, 2015. The delay was due to an unforeseen technical issue encountered during the login/uploading process on the Stock Exchange portals. The issue was resolved promptly, and the disclosure was made immediately thereafter. The Company has taken note of this incident and is taking corrective steps to ensure more robust systems and checks to prevent such occurrences in the future.

4. Internal Auditors:

Mr. Saroj Kumar Mishra continued to be the Internal Auditors of the Company under the provision of Section 138 of the Companies Act, 2013 for conducting the internal audit of the Company for the financial year 2024-25.

DETAILS RELATING TO REMUNERATION TO DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES

The particulars and information of the Directors/employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 of your Company is attached as "Annexure-B" to this report.

None of the employees of the Company were in receipt of the remuneration exceeding limits pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the financial year ended March 31, 2025.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, no instance of fraud has been reported by any of the Auditors of the Company under Section 143(12) of the Companies Act 2013 to the Audit Committee/ Board of Directors or the Central Government. Therefore, no detail is required to be disclosed under Section 134(3) (ca) of the Companies Act.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135(1) of the Companies Act, 2013, Corporate Social Responsibility is not applicable on your Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are as follows:

A. CONSERVATION OF ENERGY

1. The steps taken or impact on conservation of energy: NIL

2. The steps taken by the Company for utilizing alternate sources of energy: NIL

3. The capital investment on energy conservation equipment: NIL

B. TECHNOLOGY ABSORPTION

1. Efforts made in technology absorption& Benefits derived: NIL

2. Benefits derived like product improvement, cost reduction, product development or import substitution: NIL

3. Benefits derived like product improvement, cost reduction, product development or import substitution: NIL

4. Efforts made in technology absorption& Benefits derived: NIL

5. In case of imported technology (imported during last 3 years reckoned

6. from beginning of the financial year): NIL

7. The expenditure incurred on Research and Development: NIL

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review, details of foreign exchange earnings and outgo are as follows:

Earnings : NIL

Outgo : NIL

INTERNAL AUDIT & CONTROLS

During the year under review, the Company continues to engage Internal Auditors and had implemented their suggestions and recommendations to improve the control environment. The Internal Auditors 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.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls as required under section 134(5)(e) of the Companies Act, 2013. During the year under review, such controls were tested with reference to financial statements and no reportable material weakness in the formulation or operations were observed.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

In terms of the SEBI (Prohibition of Insider Trading) Regulations, 2015, your Company has already adopted the Code of Conduct to regulate. Monitor and report trading by designated persons towards prevention of Insider Trading. Further, in accordance with the provisions of Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors of the Company has duly approved and adopted the code of practices and procedure for fair disclosure of Unpublished Price Sensitive Information and formulated the code of conduct of the Company.

The code is applicable to Directors, Employees, Designated Person and other connected persons of the Company. The aforesaid code of conduct for prevention of Insider Trading is duly placed on the website of the Company at www.grovyindia.com. Pursuant to the Internal Code of Conduct for Prevention of Insider Trading as framed by the Company under SEBI (Prohibition of Insider Trading) Regulations, 2015 (as amended), the trading window closure(s) are intimated in advance to all the designated person and during the said period, the Board of Directors and concerned persons are not permitted to trade in the securities of the Company.

DISCLOSURE AS PER APPLICABLE ACT, LISTING AGREEMENT/ SEBI (LODR) REGULATIONS, 2015

a) Related Party Transactions:

All transactions entered with related parties during the FY 2024-25 were on arms length basis and were in the ordinary course of business and hence not falling under the provisions of Section 188 of the Companies Act, 2013. There have been no materially significant related party transactions with the

Companys Promoters, Directors and others as defined in section 2(76) of the

Companies Act, 2013, and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which may have potential conflict with the interest of the Company at large. Accordingly, disclosure in Form AOC-2 is not required. b) Number of Board Meetings:

During the financial year under review, 8 (Eighth) Board Meetings were held the details of Board Meetings are as below:

Date	Board Strength	No. of Director Present
16th May,2024	5	5
29th May,2024	5	5
12th August,2024	5	5
30th August,2024	5	5
24th October,2024	5	5
05th November,2024	5	5
07th February,2025	5	5
07th March,2025	5	5

c) Audit Committee:

The Board has constituted the Audit Committee under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

d) Recommendation by Audit Committee:

There were no such instances where the recommendation of Audit Committee has not been accepted by the Board during the financial year under review.

During the financial year under review, 5 (Five) Audit Committee Meetings were held. The details of Meetings are as below:

Date	Board Strength	No. of Director Present
16th May,2024	3	3
12th August,2024	3	3
30th August,2024	3	3
05th November 2023	3	3
07th February,2025	3	3

e) Nomination & Remuneration Committee:

The Board has constituted the Nomination & Remuneration Committee under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the financial year under review, 1 (One) Nomination & Remuneration Committee Meetings were held. The details of Meetings are as below:

Date	Board Strength	No. of Director Present
04th March, 2025	3	3

f) Stakeholders & Relationship Committee:

The Board has constituted the Stakeholders & Relationship Committee under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the financial year under review, 1 (One) Stakeholders & Relationship Committee Meetings were held. The details of Meetings are as below:

Date	Board Strength	No. of Director Present
10th January,2025	3	3

g) Extract of the Annual Return

Pursuant to Section 92(3) read with Rule 12 of the Companies (Management and Administration) Rules, 2014 and Section 134(3)(a) of the Companies Act, 2013, the copy of Annual Report in form MGT-7 is available at the official website of the Company www.grovyindia.com.

h) Risk Analysis

The Company has in place a mechanism comprising of regular audits and checks 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. Major risks identified are systematically addressed through risk mitigation actions on a continuing basis

i) Loan, Guarantees & Investments

During the year under review, your Company has invested and deployed its surplus funds in securities which were within the overall limit of the amount and within the powers of the Board as applicable to the Company in terms of Section 179 and 186 of the Companies Act, 2013. The details of loans, guarantees and investments made under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the notes to Financial Statements.

j) Material changes and commitments, if any, affecting the financial Position between the end of the financial year and date of the Report.

No Material changes and commitments occurred in the Company which has impact on the financial position between the end of the financial year and date of the report.

k) Subsidiaries, Associates or Joint Ventures:

Your Company does not have any subsidiaries, associates or joint ventures.

l) Vigil Mechanism (Whistle Blower Policy):

The Company strongly follows the conduct of its affairs in a fair and transparent manner by adoption of high standards of professionalism, honesty, integrity and ethical behavior and accordingly as per the requirement of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, your Company has framed its Whistle Blower Policy to enable all the employees and the directors to report any violation of the Code of Ethics as stipulated in the said policy. By virtue of Whistle Blower Policy, the directors and employees of the Company are encouraged to escalate to the level of the Audit Committee any issue of concerns impacting and compromising with the interest of the Company and its stakeholders in any way. The Company is committed to adhere to highest possible standards of ethical, moral and legal business conduct and to open communication and to provide necessary safeguards for protection of Directors or employees or any other person who avails the mechanism from reprisals or victimization, for whistle blowing in good faith.

m) Formal Annual Evaluation of the Performance of the Board, Its Committees and of Individual Directors

In line with the statutory requirements enshrined under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board carried out a performance evaluation of itself, its Committees, the Chairman and each of the other Directors. As in previous year, this was carried out on the basis of framework approved by the Nomination and Remuneration Committee. The Committee had unanimously consented for an

‘in-house review built on suggestive parameters. Based on the suggestive parameters approved by the Nomination and Remuneration Committee, the following evaluations were carried out:

- Review of Board as a whole by all the Members of the Board. - Review of all Board Committees by all the Members of the Board.

- Review of Individual Directors by rest of the Board Members except the Director being evaluated.

n) Cost Records:

The provisions of Section 148 are not applicable on the Company. Consequently, the company is not liable to maintain such cost records. o) Internal Complaint Committee:

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

p) Disclosure relating to Material Variation:

As per Regulation 32(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, there is no significant material variances noted in the Company.

SECRETARIAL STANDARDS

Secretarial Standards, i.e. SS-I, SS-II and SS-III relating to ‘Meetings of the Board of Directors, ‘General Meetings and ‘Dividend respectively to the extent as applicable have been duly followed by the Company.

INDUSTRIAL RELATIONS

The Industrial relation during the year 2024-25 had been cordial. The Directors take on record the dedicated services and Significant efforts made by the officers and Staff towards overall progress of the Company

DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION, AND REDRESSAL) ACT, 2013

Your Company has always believed in providing a safe and harassment free workplace for every women employee working with your Company. Your Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has zero tolerance for sexual harassment at workplace and has formulated and adopted an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The Policy is gender neutral. During the year under review, no complaints with allegations of sexual harassment were received by the Company.

MATERNITY BENEFIT

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

COMPANYS WEBSITE

The website of your Company, www.grovyindia.com has been designed to present the

Companys businesses upfront on the home page. The site carries a comprehensive database of information of all the services rendered including the Financial Results of your Company, Shareholding pattern, corporate profile, details of Board Committees, Corporate Policies and business activities of your Company. All the mandatory information and disclosures as per the requirements of the Companies Act, 2013, Companies Rules 2014 and as per Regulation 46 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 has been displayed.

CODE OF CONDUCT AND ETHICS

The Board of Directors of the Company has adopted a Code of Conduct and Ethics for the Directors and Senior Executives of the Company. The object of the Code is to conduct the Companys business ethically and with responsibility, integrity, fairness, transparency and honesty. The Code sets out a broad policy for ones conduct in dealing with the Company, fellow Directors and with the environment in which the Company operates

CORPORATE GOVERNANCE REPORT

The Companys philosophy of Corporate Governance aims at establishing and practicing a system of good corporate governance which helps in achieving the goal of maximizing value of Companys stakeholders in a sustainable manner.

Your Companys Governance structure is built on transparency, integrity, ethics, honesty and accountability as core values, and the management believes that practicing each of these creates the right corporate culture attaining the purpose of Corporate Governance. Your Company strives to undertake best Corporate

Governance practices for enhancing and meeting stakeholders expectations while continuing to comply with the mandatory provisions of Corporate Governance under the applicable framework of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

CEO AND CFO CERTIFICATION

The certification by CEO i.e. Whole-Time Director of the Company & CFO as per regulation 15(2)(b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 is attached and marked as Annexure ‘C.

MANAGEMENT DISCUSSIONS & ANALYSIS REPORT

Pursuant to Regulation34(2)(e) read with Schedule V of the Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion & Analysis Report for the year under review forms the part of this report and is marked as "Annexure D".

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, the Company has not transferred any amount in investor Education and Protection Fund.

LISTING OF SECURITIES IN STOCK EXCHANGE

The shares of the Company are presently listed at BSE Ltd. w.e.f. 30th December

2015 with Scrip Code 539522 in the list of XT Group Securities. The Company is registered with both NSDL & CDSL for holding the shares in dematerialized form and open for trading. The Company has paid the Annual Listing Fees to BSE and Custodian fees to the depositories.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There has been no significant & material order passed by the Regulators/ Courts/

Tribunals impacting the going concern status and Companys operations in future.

PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKCRUPTCY CODE, 2016:

No application has been made or any proceeding is pending under the IBC, 2016.

CAUTIONARY NOTE

The statements forming part of the Directors Report may contain certain forward-looking statements within the meaning of applicable securities laws and regulations. Many factors could cause the actual results, performances or achievements of the Company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward looking statements.

ACKNOWLEDGEMENTS

Your directors would like to express their grateful appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders during the year under review. Your directors wish to place on record their deep sense of appreciation to all the employees for their commendable teamwork, exemplary professionalism and enthusiastic contribution during the year.

For and on behalf of the board of directors
Grovy India Limited
Sd/-	Sd/-
Prakash Chand Jalan	Nishit Jalan
Director	chief Executive Officer cum Whole-Time
	Director
DIN: 00475545	DIN: 02964239
Date: 04.09.2025
Place: New Delhi