Equity Analysis

<dhhead>DIRECTORS’ REPORT TO THE MEMBERS </dhhead>

The Thirteenth Annual Report on the Business and Operations of the Company, along with the Audited Accounts of the Company for the Financial Year Ended March 31, 2023, are being presented with pleasure by Your Directors.

FINANCIAL RESULTS

Below is a summary of the Company's financial results for the fiscal year that ended on March 31, 2023:

STATE OF COMPANY’S AFFAIRS

We are pleased to inform you that the Company's securities have completed eight years on the SME platform of the Bombay Stock Exchange. The listing of the Company on a National platform has provided it with enormous opportunities for the expansion of the business.

The Company in the FY 2021-22 is engaged in travel and tourist business, in addition to conducting trading in normal course of business. Post-Covid 19 pandemic, the company tours and travel business were adversely affected and the company started experiencing losses.

In mid of FY 2022-23 the Board of Directors decided to shift the company's primary line of business activities and concentrate more on trading vast variety of products, ranging from import of fruits etc.

The resulted growth in FY 2022-23 has come from broad-based performance across markets and industry verticals. The order book continues to be strong, indicating demand for your company’s products.

Demand for our product in Indian market showed remarkable resilience. On the business front, this FY, 2023 we have clocked revenue amounting to Rs. 2056.31 lakhs registering a growth of 1139.48 % i.e., 12.39 times as compared to previous year revenue amounting to Rs. 165.90 lakhs.

On the profit front, this FY 2023 we achieved the profit before tax Rs. 170.82 lakh, 4711.830% i.e., 48.12 times higher as compared to Rs. 3.55 lakhs during the nancial year 2022.

Detailed information about the operations of the Company is incorporated in the Management Discussion and Analysis Report. The company makes the duly payment of annual listing fees for the financial year 2022-23

DIVIDEND

In light of the future expansion plan of business activities in the subsequent years and in an effort to preserve Company resources, the Board has decided not to recommend any dividend on the Equity Shares for the FY 2023.

RESERVE

During the year under review, the company has transferred 132.49 lakhs amount to “Reserves and Surplus”. This item is explained under the head “Surplus” forming part of the Balance Sheet, as mentioned in the Note No. 3 of the Significant accounting policies and notes forming part of the financial statements

CAPITAL STRUCTURE

CHANGES IN AUTHORIZED SHARE CAPITAL

There is an addition in the Authorized Capital of the Company from Rs. 13,20,00,000/- (Thirteen Crores Twenty Lakh Only) comprising 1,32,00,000 (One Crore Thirty-Two lakh only) Equity Shares of Rs. 10/- (Rupees Ten) each has increased to Rs. 16,20,00,000/- (Sixteen Crores Twenty Lakh Only) comprising 1,62,00,000 (One Crore Sixty-Two lakh only) Equity Shares of Rs. 10/- (Rupees Ten).

INCREASE IN PAID UP SHARE CAPITAL

There is the increase in paid-up share capital of your Company during the FY 2022-23. The paid-up capital stood at Rs.15,89,73,940/- (Rupees Fifteen Crores Eighty-Nine Lakh Seventy-Three Thousand Nine Hundred Forty), comprising 1,58,97,394 (One Crore Fifty-Eight Lakh Ninety-Seven Thousand Three Hundred Ninety-Four) Equity Shares of Rs. 10/- (Rupees Ten) each.

DETAILS PERTAINING TO FURTHER ISSUE OF SHARES DURING FY 2022- 2023 a) Preferential Allotment of warrants to promoter and non- promoter in lieu of equity shares

As reported in previous financial year, the Company has issued to its Promoters, Promoter Group and Non-Promoters 73,99,998 warrants at a priceof Rs. 13.50/- each entitling them for subscription of equivalent number of Equity Shares of Rs. 10/- each (including premium of Rs. 3.50/- each Share) under Regulation 28(1) On June 4, 2022 of the SEBI (LODR) Regulations, 2015. The holder of the warrants has paid 25% as upfront money i.e., Rs. 2,49,75,000.50 towards share warrants and would need to exercise the option to subscribe to equity shares before the expiry of 18 months from the date of allotment made on 24^th March, 2022 upon payment of the balance 75% of the consideration of warrants. The company during the year under review has received the balance 75% consideration from 72,41,998 warrant holder out of 73,99,998 warrant holders. And on receipt of amount from warrant holder the company in lieu of warrants issued the equivalent number of equity shares. The following are the specifics of the share allocation:

On April 18, 2022, the Company allotted equity shares after receiving the remaining 75% consideration from the holders of 58,40,898 warrants, and trading permission was received on May 12, 2022. On May 12, 2022, the Company allotted equity shares after receiving the remaining 75% consideration from the holders of 13,51,100 warrants, and trading permission was received on June 6, 2022. the Company allotted equity shares after receiving the remaining 75% consideration from the holders of 50,000 warrant and trading permission was received on June 22,2022.

B) Bonus issue

During the Fiscal Year 2022 2023, the Company's activities and performance are in an advanced stage, which has greatly increased the liquidity of the Company's shares in the stock market. The Board of Directors of the Company recommended issuing bonus shares in the ratio of twenty-four (24) equity shares for every hundred (100) existing equity shares The Company at its general meeting held on 13th March, 2023 has taken approval from members for issuance of 30,76,896 Bonus Equity Shares representing in 24:100. Thereafter the shares were allotted on March 27, 2023, and on April 13, 2023, BSE granted the trading authorization.

C) Issue of equity shares with Differential Rights, Sweat Equity ESOS etc. If any

During the period under review the Company has only one class of Share Capital i.e., Equity Shares of Rs. 10/- each. The company has neither issued shares with differential voting rights nor issued sweat equity or granted stock options.

BUY BACK OFSECURITIES

The Company has not bought back any of its securities during the year under review.

CHANGE IN THE NATURE OF BUSINESS

There is no Change in the nature of the business of the Company during the year. However, the company has diversified his business activities in the mid of Financial Year 2023 to trading of the products like fruits etc. import and export.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year i.e., 31^st March, 2023 the date of this report.

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

There were no significant/material orders passed by the Regulators/Courts/ Tribunals which would impact the going concern status of the Company and its future operations.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company does not have any subsidiaries or Associate Companies nor has entered into any Joint Ventures with any other Company during the year under review. Accordingly, no details are required to be reported in Form AOC-1 and thus it does not form a part of this report.

EXTRACT OF THE ANNUAL RETURN

As provided under Section 92(3) and 134(3)(a) of the Act, read with Rule 12 of Chapter VII Rules of the Companies (Management and Administration) Amendment Rules, 2020, Annual Return in Form MGT-7 for FY 2022-23 is uploaded on the website of the Company at www.growington.in.

COMPLIANCE OF SECRETARIAL STANDARDS

During Financial Year 2022-23, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS U/S 186

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

DEPOSITS

During the year under review, the Company has not accepted any deposits from the public within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

DISCLOSURE PURSUANT TO LISTING REGULATIONS

Necessary disclosures pursuant to listing regulations are made hereunder: - The securities of the Company have been listed on the Small and Medium Enterprise (SME) platform of Bombay Stock Exchange (BSE).

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report on the operations of the Company, as required under the Listing Regulations is provided in a separate section and forms an integral part of this Annual Report.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, the Board has carried out the evaluation of its own performance and that of its committees as well as evaluation of performance of the individual directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report attached to this Report.

STATUTORY AUDITORS AND THEIR AUDIT REPORT

The Statutory Auditor M/S D K Chhajer & Co. (FRN 304138E), a chartered accounting firm, was re- appointed in 12^th Annual General Meeting held on September 26, 2022 for the term of five consecutive year till the conclusion of 16^th AGM. M/S D K Chhajer & Co. (FRN 304138E), have given the confirmation that they are within the limits prescribed under the section 141 of the CompaniesAct, 2013 read with rules and that they are not disqualified for reappointment within the meaning of Section 141 of the Companies Act 2013. They have also confirmed that they hold a valid peer review certificate as prescribed under Regulation 33(1) (d) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Auditors’ Report for the financial year ended 31^st March, 2023 on the financial statements of the Company is a part of this Annual Report. There is no qualification, reservation or adverse remark made by the Statutory Auditors in their report. The Auditors have not reported any incident offraud in terms of Section 143 (12) of the Act. The Notes on Financial Statements referred to in the Auditors’ Report are self- explanatory and do not call for any further comments.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNING & OUTGO

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

(A) Conservation of Energy and Technology Absorption:

The Company is not carrying on any production and manufacturing activities and has not imported any technology during the year under review, therefore there is nothing to report in this regard.

(B) Foreign Exchange Earnings and Outgo:

The income & expenditure accrued/ incurred during the year are as follows:

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 is furnished in Annexure - A and is attached to this report

INTERNAL AUDITORS

The Company has re-appointed Mr. Prem Suman (M. No. 066806) Partner of P. Suman & Associates (Firm Registration No. 327089E) as Internal Auditor of the Company for the Financial Year 2022-2023 in accordance with Section 138 of the Act, read with the Companies (Accounts) Rules, 2014.

SECRETARIAL AUDITORS

In accordance with provisions of Section 204, of the Companies Act, 2013, the Company had re-appointed M/S Santosh Singh & Associates, Practicing Company Secretaries for the Financial Year 2023-2024. The Secretarial Audit Report for the financial year 2022-2023 is annexed tothis report as Annexure B.

CORPORATE GOVERNANCE REPORT

In terms of the provisions of Regulation 34(3) of the SEBI (LODR) Regulations, 2015, the Corporate Governance Report, the Management Discussion and Analysis Statement and the Certificate on the compliance of conditions of Corporate Governance form part of the Annual Report.

DETAILS OF DIRECTORS AND KMP

Directors and Key Managerial Personnel

The Board of Directors is duly constituted in compliance with the provisions of the Companies Act, 2013 and relevant rules made thereunder. The members of the Company on its 12^th Annual General Meeting held on 26^th September,2022 approved the resignation letter submitted by Mr. Sanjay Kumar Srivastava from the post of Independent Director of the Company and has appointed Mr. Abhimanyu Kumar (DIN 01497152) as an Independent Director of the Company to hold office for a term of 5 consecutive years. Mr. Vikram Bajaj (DIN: 00553791) is the promoter as well as the Non- Executive director of the Company. The Company expresses its appreciation for value contribution made by him during his tenure on the board of the Company

Mr. Lokesh Patwa (DIN: 06456607) is Whole-time director of the company and has been associated with the Company since 2010 and has been responsible for the consistently good performance of the Company

Mrs. Ankita Mundhra (DIN: 08227770) Non-Executive Independent Director of the Company.

Mr. Abhimanyu Kumar (DIN: 01497152) the Non Executive Independent Directors of the company.

KEY MANAGERIAL PERSONNEL:

Mr. Nikhil Anil Durgade tenders his resignation from the post of Chief Financial Officer of the Company w.e. f 06^th March, 2023. The company is in the process of finding the suitable candidate in his place.

Ms. Sunita Gupta (PAN: BIQPG0067G) was appointed as the Company Secretary of the Company with effect from 22-01-2019. From there, she is continuingher role as the Company Secretary of the company to look after the Secretarial work of the company. A certificate has been received from Practicing Company Secretaries M/S Santosh Singh & Associates, pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such statutory authority. The same is annexed to this Report as Annexure - C.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors duly met on 4^th April , 2022, 11^th April, 2022, 18^th April 2022, 29^th April,2022, 12^th May 2022, 18^th May,2022, 23^rd May 2022, 30^th May, 2022, 4^th June 2022, 17^th August, 2022, 26^th August 2022, 23^rd September, 2022 , 07^th October,2022 10^th November, 2022 , 14^th November 2022, 15^th December, 2022, 17^th February 2023, 06^th March, 2023 and 27^th March 2023, the maximum gap between two Board meetings was not more than one hundred and twenty days as per the Section 173(1) of the Companies Act,2013.

The details of Board meetings held during the financial year, attendance of Directors at the meetings, etc., have been provided separately in the report on corporate governance forming part of this Annual Report.

COMMITTEES OF BOARD

Pursuant to various requirements under the Act and the Listing Regulations, the Board of Directors has constituted various committees such as Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee and Sexual Harassment Committee. The details of all the above committees along with composition, terms of reference, attendance at meetings and meetings held during the year, are provided in the “Corporate Governance Report” forming part of this Annual Report.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Independent directors have submitted their declaration of independence, as required under section 149(7) of the Act stating that they meet the criteria of independence as provided in section 149 (6) of the Act, read with regulation 16 and 25 of the Listing Regulations, 2015, as amended.The independent directors have also confirmed compliance with the provisions of section 150 of the Act read with rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended,relating to inclusion of their name in the databank of independent directors. The Board took on record the declaration and confirmation submitted by the independent directors regarding their meeting the prescribed criteria of independence, after undertaking due assessment of the veracity of the same as required under regulation 25 of the Listing Regulations, 2015.

MEETING OF INDEPENDENT DIRECTORS

As required under Regulation 25(3) of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 and Schedule IV of the Act, Mrs. Ankita Mundhra and Mr. Abhimanyu Kumar, the Independent Directors of the Company had a separate meeting held on 10^th February, 2023.

PARTICULARS OF EMPLOYEES

The Company does not have any employee drawing a remuneration beyond the limit in terms of the provisions of Section 197(12) of the Act read with Rules 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.The details of Remuneration is enclosed as Annexure-D

STRUCTURED DIGITAL DATABASE COMPLIANCE (PURSUANT TO SECURITIES AND EXCHANGE BOARD OF INDIA (PROHIBITION OF INSIDER TRADING REGULATIONS, 2015)

For the purpose of comply with the PIT regulation & In the interest of general public, fair trading in securities markets and to prohibit insider trading in corporates and other organizations, Securities and Exchange Board of India (SEBI) has enacted SEBI (Prohibition of Insider Trading) Regulations,

2015,(hereafter referred to as “PIT regulations”) which sets clear rules and procedures for dealing in securities by the Promoters, Directors, Key Managerial Personnel (KMP) and other Designated Persons those who have access to Unpublished Price Sensitive Information(UPSI information which is not published, but which may affect the share price when it gets published) in an Organization, We are aware of the compliance requirement of Structured Digital Database (SDD) pursuant to provisions of Regulation 3(5) and 3(6) of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (PIT Regulations).

And certify that:

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year ended 31^st March, 2023 were on an arm’s length basis and were in the ordinary course of business. Therefore, the provisions of Section 188 of the Companies Act, 2013 were not attracted.

Further, there are no materially significant related party transactions during the year under review made by the Company with Promoters, Directors, or other designated persons which may have a potential conflict with the interest of the Company at large.

Thus, disclosure in Form AOC-2 is not required. However, the disclosure of transactions with related party for the year, as per Accounting Standard-18 - Related Party Disclosures is given in Note No. 27 to the Balance Sheet as on 31^st March, 2023.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has documented its internal financial controls considering the essential components of various critical processes, both physical and operational. This includes its design, implementation and maintenance, along with periodic internal review of operational effectiveness and sustenance and whether these are commensurate with the nature of its business and the size and complexity of its operations.

This ensures orderly and efficient conduct of its business, including adherence to the Company’s policies, safeguarding of its assets, prevention of errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial information. Internal financial controls with reference to the financial statements were adequate and operating effectively.

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

The Company has formulated and adopted a Nomination and Remuneration Policy in accordance with the provisions of Act read with the Rules issued thereunder and the Listing Regulations. The said Policy of the Company, inter alia, formulates the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board of Directors of the Company and persons in the Senior Management of the Company, their remuneration and such other matters as provided under sub-section (3) of Section 178 of the Act. The policy aims to attract, retain and motivate qualified people at the executive and at the board levels and ensures that the interests of Board members & senior executives are aligned with the business strategy, objectives, values and long-term interests of the Company. The Policy is available on the website of the Company at www.growington.in.

ESTABLISHMENT OF CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY AND RELATED DISCLOSURE/ COMPLIANCES

The Board of Directors confirms that the provisions as laid down in Section 135 of the Companies Act, 2013 and the rules made thereunder is not applicable to our Company for the Financial Year 2022-23 and hence, no disclosure is required to be given by the Board. The Company has not formed any Corporate Social Responsibility Committee because the provisions of Section 135 of the Companies Act, 2013 relating to formation of such a Committee and the formulation of a Corporate Social Responsibility Policy do not apply to the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of Companies Act, 2013, the directors would like to state that:

a) in the preparation of the Annual Accounts for the year ended March 31^st 2023, the applicable accounting standards have been followed and there are no material departures from the same.

b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates, that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year i.e., March 31, 2023 and of the profit of the Company for the year ended on that date.

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the directors have prepared the annual accounts on a ‘going concern’ basis.

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

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

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Company has a comprehensive risk management framework that seeks to minimize adverse impact on business objectives and ensures appropriate identification and treatment of risks. The Company understands that risk evaluation and risk mitigation is an ongoing process within the organization and is fully committed to identify and mitigate the risks in the business. The identification of risks is done at strategic, business and operational levels. The Company has formulated and implemented a risk management policy in accordance with Listing Regulations, to identify and monitor business risk and assist in measures to control and mitigate such risks. The Company, through its risk management process, aims to contain the risks within its risk appetite. There are no risks which in the opinion of the Board threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Annual Report.

STATEMENT OF DEVIATION AND/ OR VARIATION IN UTILIZATION OF PUBLIC ISSUE PROCEEDS PURSUANT TO REGULATION 32 OF SEBI (LISTING OBLIGATIONAND DISCLOSURE REQUIREMENTS) REGULATION, 2015

As per Regulation 32 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, the Company have submitted to the stock exchange, the statement indicating deviation, if any, in the use of proceeds from the objects stated in the offer document, indicating category wise variation (capital expenditure, working capital etc.) betweenprojected utilization of funds made by it in its offer document, as applicable and the actual utilization of funds.

The Board of Directors at the general meeting held on 12th March ,2022 seek the shareholder’s approval by way of Special Resolution for raising thefunds up to 75,00,000 warrants out of which company has issued 73,99,998 warrants at a price of Rs. 13.50/- each entitling them for subscription of equivalent number of Equity Shares of Rs. 10/- each (Seventy-Five Lakhs) convertible warrants (‘Warrants’), each carrying a right exercisable by the Warrant Holder to subscribe to one Equity Share per Warrant, at a price of Rs. 13.50/- (Rupees Thirteen and Fifty Paise only). The Company hasreceived an amount of Rs. 9,83,00,223.00 towards issue of convertible warrants into Equity Shares (One Equity Share for one warrant issued) on preferential basis. The object of raising the funds were to utilize the proceeds in the expansion and diversification its business, meet long-term working capital, general corporate purpose and such other purpose as the Board may decide from time to time. The report on the utilization of issue proceeds is attached to the Board’s Report as Annexure - E.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013. The employees are free to report any instances of unethical behavior, actual or suspected fraud, violation of applicable laws and regulations, violation of code of conduct, financial irregularities, abuse of authority, disclosure of price sensitive information etc. The Policy provides for adequate safeguards against victimization of Directors and Employees who avail of the mechanism and also have provided them direct access to the Chairman of the Audit Committee. It is affirmed that no case was reported under this policy during the year. The Vigil Mechanism/ Whistle Blower Policy is available on the website of the Company at www.growington.in.

DETAILS OF APPLICATION /ANY PROCEEDING PENDING UNDER THE INSOLVENCY ANDBANKRUPTCY CODE 2016

Neither any application was made nor any proceeding pending under the insolvency and Bankruptcy code, 2016.

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

As company has not done one time settlement during the year under review hence no disclosure is required.

ACKNOWLEDGEMENTS

Your directors place on records their deep appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled to remain at the forefront of the Company. The Directors would like to thank shareholders, government agencies, bankers & all other business associates for their continued support duringthe year. We place on record our appreciation for the contributions made by the employees at all levels.