Directors Report of Grovy India Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the Fortieth (40^th) 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 Company''s 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 Interest/Net Profit	239.69	133.04
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 Company''s 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
Company''s 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 Corroborate Governance in your Company. The
Board''s 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 Company''s 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 re¬
appointment.

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 Company''s 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 14 9 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 Company''s 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

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
arm''s 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
Company''s 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.

COMPANY''S WEBSITE

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

Company''s 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 Company''s business ethically and with responsibility, integrity,
fairness, transparency and honesty. The Code sets out a broad policy for one''s
conduct in dealing with the Company, fellow Directors and with the environment in
which the Company operates

CORPORATE GOVERNANCE REPORT

The Company''s 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 Company''s stakeholders in a sustainable manner.

Your Company''s 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 materialized 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 COMPANY''S OPERATIONS IN FUTURE

There has been no significant & material order passed by the Regulators/ Courts/
Tribunals impacting the going concern status and Company''s operations in future.

PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY 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

---

Mar 31, 2024

Your Directors have pleasure in presenting the Thirty Ninth (39^th) Annual Report together with the Standalone Financial Statements of the Company for the Financial Year ended March 31, 2024.

FINANCIAL HIGHLIGHTS

The standalone financial statements for the financial year ended March 31, 2024,

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 Company''s financial performance, for the year ended 31^st March, 2024 and the corresponding figures for the last year are summarized below:-

(Amount in Lakhs)
Particulars	(Standalone)(figures in Lakhs)
	2023-24	2022-23
Revenue from operations	1955.16	2092.33
Other Income	68.90	25.10
Total Income	2024.06	2117.43
Gross Expenditure	1845.58	1963.04
Less Finance Cost	39.58	27.80
Profit before Depreciation	138.62	126.59
Less Depreciation	5.58	4.60
Profit after depreciation and Interest/Net Profit	133.04	121.99
Less Exceptional items		-
Profit before extraordinary items and	133.04	121.99
Tax Expense	32.87	31.47
Net Profit/Loss after Tax	100.17	90.52
Other Comprehensive income for the	29.43	0.40
Total Comprehensive income/(loss) for	129.61	90.92
Earnings per Share (Basic)	3.00	2.72
Earnings per Share (Diluted)	3.00	2.72

During the year under review, your Company has achieved a Total Revenue of Rs. 2024.06 lakhs. The Company''s Profit before depreciation stands at Rs.138.62 lakhs which is higher than previous FY Profit before depreciation which was 126.59 lakhs. The Profit after Tax worked out to Rs.100.17 lakhs

DIVIDEND

Your directors are pleased to recommend a dividend @ 1% i.e. Rs. 0.10 (Ten Paisa) per share on 33,340,68 (Thirty-three Lakhs Thirty Four Thousand and Sixty Eight 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 30^th September, 2024.

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. 23.09.2024. The Register of Members and Share Transfer books shall remain closed from Monday, September 23, 2024 to Monday, September 30, 2024 (both days inclusive).

Bonus Issue

The Board, at its meeting held on August 30, 2024, approved and recommended

the issue of bonus shares to further increase the liquidity of its shares.

The proposal is subject to the approval of shareholders at the ensuing Annual General meeting to be held on 30^th September, 2024.

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 2023-24 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 Company''s state of affairs, profit and cash flow for the year ended 31st March, 2024.

SHARE CAPITAL

During the year under review, the Authorized Share Capital of the Company stands at Rs. 5,40,00,000/- (Five Crore Forty Lakhs)divided into 54,00,000 (Fifty-Four Lakh) Equity Shares of Rs. 10/- ach. The Issued, Subscribed and Paid up Capital stands at 33,34,068 (Thirty-three Lakhs Thirty Four Thousand and Sixty Eight only) Equity Shares of Rs.10/- each aggregating to Rs.3,33,40,680/- (Three Crore, Thirty-Three Lakhs, Forty Thousand and Six hundred Eighty rupees only).

RESERVES AND SURPLUS

Reserves and Surplus of the Company for the financial year 2023-24 stands at 1552.30 Lakhs as against the Reserve and Surplus of Rs. 1426.03 Lakhs at the end of the previous financial year 2022-23.

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

i) 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, Ms. Anita Jalan (DIN: 00475635), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered for her reappointment .

ii) Appointment & Resignation of Directors:

During the year under review, the shareholders at the Board Meeting of the Company held on 29^th May, 2023 had re-appointed Mr. Ankur Jalan (DIN: 02964227)) as Whole time Director designated as Chief Financial Officer of the Company,

for a period of 5 (Five) years w.e.f. immediate effects. Your Board currently comprises of 5 Directors including 2 Independent Directors

Name	Appointment	Cessation Date	Remarks
Prakash Chand Jalan	08.06.1990	-	Director
Nishit Jalan	19.12.2013	-	Whole-Time Director
Anita Jalan	01.09.1995	-	Director
Nawal Kishore Choudhury	02.03.2020	-	Director (Independent)
Jay Nandan Jha	18.12.2020	-	Director (Independent)
Nishit Jalan	18.06.2015	-	Chief Executive Officer cum Wholetime director
Ankur Jalan	18.06.2015	-	Chief Financial Officer
Megha Mishra	27.02.2024	-	Company Secretary
Manisha	01.10.2022	31.01.2024	Company Secretary

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 Company''s Code of Conduct policy for the FY 2023-24.

iii) Declaration by Independent Directors:

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

a. 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

b. 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.

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 Company''s internal financial controls were adequate and effective during the financial year 2023-24.

AUDITORS AND THEIR REPORTS

1. Statutory Auditors

Company has received resignation letter from M/s. Doogar& Associates., Accountant, (FRN: 000561N) stating their inability to continue as the Statuary Auditors of the Company with effect from August 28, 2024.

Based on the recommendation of the Audit Committee, the Board of Director at their meeting held on August 30, 2024 has appointed M/s. Doogar & Associates., Chartered Accountants, (Firm Registration Number: 000561N)as the statutory Auditors of the Company to fill the causal vacancy. The Company has received the consent from the M/s SNR & Company, Chartered Accountants (FRN:014401N) and confirmation to the effect 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.

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, 2024.

4. Internal Auditors:

Mr. Abhay Singh Rathore 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 2023-24.

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, 2024.

FRAUD REPORTING

No such fraud was reported by the statutory auditors of the Company.

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, 20 14 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

from beginning of the financial year): NIL

6. The expenditure incurred on Research and Development: NIL

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 2023-24 were on arm''s 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 Company''s 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, 6 (Sixth) Board Meetings were held the details of Board Meetings are as below:

Date	Board Strength	No. of Director Present
29th May,2023	5	5
10th August,2023	5	5
25th August,2023	5	5
13th November,2023	5	5
31st January,2024	5	5
27th February 2024	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.

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, 4 (Four) Audit Committee Meetings were held. The details of Meetings are as below:

Date	Board Strength	No. of Director Present
29th May,2023	3	3
10th August,2023	3	3
13th November 2023	3	3
31th January,2024	3	3

d) 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, 2 (Two) Nomination & Remuneration Committee Meetings were held. The details of Meetings are as below:

Date	Board Strength	No. of Director Present
29th May,2023	3	3
20th February,2024	3	3

e) 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.

f) 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

g) 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.

h) 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.

i) Material changes and commitments, if any, affecting the Fin -ancial 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.

j) Subsidiaries, Associates or Joint Ventures:

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

k) 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.

l) 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.

m) Cost Records:

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

n) 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.

o) 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 2023-24 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

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

COMPANY''S WEBSITE

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

CORPORATE GOVERNANCE REPORT

The Company''s 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 Company''s stakeholders in a sustainable manner.

Your Company''s 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.

Further, as per regulation 15(2) of SEBI (LISTING OBLIGATION AND DISCLOSURE REQUIREMENT) REGULATION 2015, certain Companies are exempted from mandatory compliance of the provisions of Regulation 17 to 27 of SEBI (LISTING OBLIGATION AND DISCLOSURE REQUIREMENT) REGULATION 2015. In terms of the said regulation, every listed Company which has paid up equity share capital not exceeding Rs. 10 Crores and Net worth not exceeding Rs. 25 Crores, as on the last day of the previous financial year, are exempted from complying with the provisions of Corporate Governance regulations of listing agreement entered with the stock exchange.

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 COMPANY''S OPERATIONS IN FUTURE

There has been no significant & material order passed by the Regulators/ Courts/ Tribunals impacting the going concern status and Company''s 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.

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Mar 31, 2014

The Directors have pleasure in presenting the 29lh Annual General Report for the- period ended 31" March, 2014 together wi& audited Statement of accounts and Auditors Report thereon.

1. FINANCIAL RESULTS

The Working Result of the Company is summarized as under:

(In Rs,)

(2013-14) (2012-13)

Profit Before Tax 288759.95 145293.7

Lass: Income Tax Paid 0 0

Less: Tax Expense (Current Tax Deferred Tax Liability) 56989.61 20938,56

Las: Income Tan for earlier Year 4020 -

PROFIT AFTER TAXATION 227750.34 124355.14

Add: Brought forward Profit from Previous year 175895.14 51540

Less; Tax Refund W/off 761.28 -

402884.20 175895.14 APPROPRIATIONS

1) Proposed Dividend 0 0

2) "lax on Proposed Dividend 0 0

3) Transfer to General Reserve 0 0

4) Surplus C/o Balance Sheet 0 0

0 0

2. DIVIDEND

No dividend declared in previous year,

3. OPERATIONS

a) Shares SYEURITIFS

During the year the company has done major activities for sale and purchase of shares, gold, mutual funds, future & option. Overall the company has earned profit before tax of Rs.2S8759.95/- However, the management of the company expects better results in this segment in future years.

b) Property/Construction Activities

The Company has undertaken two projects during the year for construction Si. Rs. 5746S740.00 is considered as construction expensed for the mentioned projects.

4. ROSPECTS

There has been an increasing tendency in share market and good opportunities in property segment, your director expects better results in the current year.

5. DEPOSITS

The Company has not accepted deposits from public within the purview of section 58A of Companies Act, 1556,

6, LISTING

The company's equity shares are listed on Delhi Stock Exchange.

7. AUDITORS RETORT

The Auditor's report on lie Accounts of the Company is self-explanatory and requires no comment.

8. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA) of the Companies (Amendment) Act, 2000 the Director confirm that:-

i) In the preparation of (he annual accounts, the applicable Accounting standards have been followed.

ii) Appropriate accounting policies have been selected and applied consistently, and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of (lie Company as at 31st March. 2014 and the profit of the Company for the year ended on 31" March, 2014.

iii) Proper and sufficient Cart has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and

iv) The annual accounts have been prepared on a going concern basis.

9. DIRECTOR

Ms. Anita Jalan, Director red res by rotation at Qui ensuing Annual General Meeting and being eligible offer herself for reappointment.

10. AUDITORS

The Auditors, M/s Watibwa & Co. Chartered Accountants, retire at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment.

11. SECR KTAR1 AL.AUDITORS

M/s M.A. Sc Associates, Company Secretary, retire at ensuing Annual General Meeting, You are requested to appoint them and fix their remuneration.

12 PARTICULARS OF EMPLOYEES

Particulars of employees as required U/s 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975 may be taken as NIL since no employee of the Company was in receipt of remuneration in excess of limits specified under the Said rules.

13. CONSERVATION OF ENERGY.TECHNOLOGY. ABSORPTION. FOREIGN EXCHANGE EARNINGS & OUTGO

The Companies (Disclosure of particular in the report of Board of Director) Rules, 19S3 require the disclosure of particulars regarding Conservation of Energy in Form" A and Technology Absorption in form- B and that the requirements of Form A & B are not applicable to the Company. The Company has had no foreign exchange outgo or inflow during the year under report.

14. ACKOWLDGEMENTS

Your directors wish to acknowledge their gratitude, to the business associates, customers, hankers for their continued patronage, assistance and guidance. We continue to look for the same degree of help, cooperation and indulgence from them in future.

By order of the Board

Place: Delhi On behalf of Board of Director

Dated 31st May,2014

(PRAKASH CHAND JALAN)

Chairman

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Mar 31, 2013

The Directors have pleasure in presenting the 28_J1 Annual General Report for the period ended 31st March, 2013 together with audibled Statement of accounts and Auditors Report thereon.

1. FINANCIAL RESIXTS

The Working Result of 'the Company is summarized as under:

(In Rs.)

(2012-13) (2011-12)

Profit Before Tax 145293.7 13128.00

Less: Income Tax Paid 0 0

145293.7 13128.000 Less: Tax Expense (Cured Tax Deferred Tax Liability) 20938.56 -7449.00

PROFIT AFTER TAXATION 124355.14 20577.00

Add: Brought forward Profit from Previous year 51539.98 30963.00

175895.12 51540.00

APPROPRIATIONS

1) Proposed Dividend 0 0

2) Tax on Proposed Dividend 0 0

3) Transfer to General Reserve 0 0

4) Surplus C/o Balance Sheet 0 0

0 0

2. DIVIDEND

No dividend declared in previous year.

3. OPERATIONS

3) Shares & Securities

During the year the company has done major activities for sale and purchase of shares, mutual funds, future & option. Overall the company has earned profit before tax of Rs 1,45,203.70 /- However the management of (the company expects better results in this segment in future years,

bl Property/Construction Activities

The Company has not undertaken carry any project during the year.

4. PROSPECTS

There has been an increasing tendency in share market and good opportunities in property segment, your director expects better results in the current year.

5, DEPOSITS

The Company has not accepted deposits from public within the purview of section 58 A of Companies Act. 1956.

6. LISTING

The company's equity shares are listed on Delhi Stock Exchange.

7. AUDITORS REPORT

The Auditor's report on die Accounts of die Company is self-explanatory and requires no comment.

8. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA) of the 'Companies (Amendment) Act, 2000 the Directors confirm that:-

i) In the preparation of the annual accounts, the applicable Accounting standards have been followed.

ii) Appropriate accounting policies have been selected and applied consistently, and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of die state of affair of the Company as at 3 1"st March, 2013 and the profit of the Company for the year ended on 31st Marsh, 2013.

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of tile Compares Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and order irregularities, and

iv) The annual accounts have been prepared on a going concern basis,

9. DIRECTORS

Mr. Rohan Jalan Director retires by rotation at the ensuing Annual] General Meeting and being eligible offer himself for reappointment.

10- AITMTORS

The Auditors, M/s Wadhwa &. Co, Chartered Accountants, retire at the ensuing Annual General Meeting and, hinge eligible, offer themselves for reappointment.

11. SECRETARIAL AUDITORS

M/s M.A. & Associates, Company Secretary, retire at ensuing Annual General Meeting, You are requested to appoint them and fix their remuneration.

12 PARTICULARS OF EMPLOYEES

Particulars of employees as required U.'s 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975 may be taken as NIL since no employee of the Company was in receipt of remuneration in excess of Limits specified under the said rules.

13. CONSERVATION OE ENERGY. TECHNOLOGY. ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The compares' (Disclosure of particulars in the report of Board of Directors) Rules, 1988 require the disclosure of particulars regarding Conservation of Energy in Form-A and Technology Absorption in for- 13 and that the requirements of Form A & E are not applicable to the Company. The Company has had no foreign Exchange outgo or inflow during the year under report.

14. ACKNOWLEDGEMENTS

Your directors wish to acknowledge their gratitude to the business associates, customers, bankers for their continued patronage, assistance and guidance. We continue to look for the same degree of help, cooperation and indulgence from them in future.

By order of the Board

On behalf of Board of Directors'

Place: Delhi

Dated: 10th May, 2013 (PEAK ASH CHAND JALAN)

Chairman

---

Mar 31, 2012

The Directors have pleasure in presenting the IT Annual General Report for the period ended 31st March, 2012 together with audited Statement of accounts and Auditors Report thereon.

1. FINANCIAL RESULTS

The Working Resell of the Company is summarized as under:

(In Rs.)

Profit Before Tax (2011-12) (2010-11)

Less: Income Tax Paid for previous years 0 1977

90881

Less: Tax Expense(Current Tax Detailed Tax Differed Tax Liability) (7449) 8659

PROFIT AFTER TAXATION' 20577 82221

Add: Brought forward Profit from Previous year 30963 111454

51540 193675

APPROPRIATIONS

1) Proposed Dividend 0 140000

2) Tax on Proposed Dividend 0 22752

3) Transfer to General Reserve 0 0

4) Surplus C/o Balance Sheet 51540 30963

51540 193675

I. OPERATIONS

a) Shares & Securities

During the year the company has done major activities for sale arid purchase of shares, mutual funds, future & option. Overall the company has earned profit before tax of Rs. 13,128/- However the management of the company expects better results in this segment in future years.

b) Property/construction Activities

The Company has not undertaken/carry any project during the year.

3. PROSPECTS

There has been an increasing tendency in share market and good opportunities in property segment, your director expects better results in the current year

4. DEPOSITS

The Company has not accepted deposits from public within the purview Of section 58 A of Companies Act, 1956.

5. LISTING

The company's equity shares are listed on Delhi Stock Exchange.

6. AUDITORS REPORT

The Auditor's import on the Accounts of the Company is self-explanatory arid requires no comment.

7, DIRECTORS RESFOINSIBILLTY STATEMENT

Pursuant to section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

i) In the preparation of the annual accounts, the applicable Accounting standards have been followed-

ii) Appropriate accounting policies have been selected and applied consistently, and have 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 31st March, 2012 and the profit of the Company for the year ended on 31st March, 2012.

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and deflecting fraud and other irregularities, and

iv) The annual accounts have been prepared on a going concern basis.

10. DIRECTORS

Mr. Prakash Chand Jalan Director retires by rotation at the ensuing Annual General Meeting and being eligible offer herself For reappointment.

Mr. Rajesh Kumar Agarwal resigned from the directorship of the Company w.c.f 21stSeptember, 2012.

II AUDITORS

The Auditors, M's Wadhwa & Co, Chartered Accountants, retire at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment.

12. SECRETARIAT.AUDITORS

Mrs M.A. &. Associates, Company Secretary, recite at ensuing Annual General Meeting, You are requested to appoint them and fix their remuneration.

13 PARTICULARS OF EMPLOYEES

Particulars of employees as required U/s 217 (2 A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975 may be taken as Nil. since no employee of the Company was in receipt of remuneration in excess of limits specified under the said rules.

14. CONSERVATION OF ENERGY. TECHNOLOGY. ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 require the disclosure of particulars regarding Conservation of Energy in Form-A and Technology Absorption in form-B and that the requirements of Form A & B are not applicable to the Company. The Company Jotas laid no foreign Exchange outgo or inflow during the year under report

15. ACKJNOWLEDGEMENTS

Your directors wish to acknowledge their gratitude to the business associates, customers, bankers for their continued patronage, assistance and guidance. We continue to look for the same degree of help, cooperation and indulgence from them in future.

On behalf of Board of Directors

Place; Delhi For GROVY EXPORTS & MARKETING LIMITED



Dated: 7th September, 2012 (Anita Jalan)

Chairman