Equity Analysis

The Members,

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.

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:-

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

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).

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.

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.

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.

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 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.

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.

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.

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.

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

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.

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.

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.

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.

There was no change in the nature of business of the Company during the financial year ended March 31, 2024.

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

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

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:

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

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

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.

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.

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.

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.

During the financial year under review, 6 (Sixth) Board Meetings were held the details of Board Meetings are as below:

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:

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:

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.

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

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.

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.

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.

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

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.

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

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.

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, 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.

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

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

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.

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’.

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".

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

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.

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

Courts/ Tribunals impacting the going concern status and Company’s operations in future.

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

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.

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.