2024-2025
The Members,
Your Directors have pleasure in presenting the Fortieth (40th) Annual Report together
with the Standalone Financial Statements of the Company for the Financial Year ended March
31, 2025.
FINANCIAL HIGHLIGHTS
The standalone financial statements for the financial year ended March 31, 2025,
forming part of this Annual Report, have been prepared in accordance with the Indian
Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs.
The 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 |
239.69 |
133.04 |
| Interest/Net Profit |
|
|
| Less Exceptional items |
|
|
| Profit before extraordinary items and |
239.69 |
133.04 |
| Tax Expense |
60.26 |
32.87 |
| Net Profit/Loss after Tax |
179.43 |
100.17 |
| Other Comprehensive income for the |
-7.65 |
29.43 |
| Total Comprehensive income/(loss) for |
171.78 |
129.61 |
| Earnings per Share (Basic) |
1.35 |
0.75 |
| Earnings per Share (Diluted) |
1.35 |
0.75 |
During the year under review, your Company has achieved a Total Revenue of Rs. 2636.17
lakhs. The 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 Cororpoporate 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 reappointment.
Appointment & Resignation of Directors:
During the year under review, the shareholders at the Extraordinary General Meeting of
the Company held on 4th April 2025, re-appointed Mr. Nawal Kishore Choudhury (DIN:
00973844) as a Non-Executive Independent Director, designated as an Independent Director
of the Company, for a period of 5 years with immediate effect, in accordance with
regulatory requirements.
Additionally, during the year under review, the shareholders at the same Extraordinary
General Meeting held on 4th April 2025, appointed Mr. Anupam Singh Sisodia (DIN: 02637198)
as a Non-Executive Independent Director, designated as an Independent Director of the
Company, for a period of 5 years with immediate effect, to comply with the requirements of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR
Regulations).
None of the Directors of the Company are disqualified as per section 164(2) of the
Companies Act, 2013 and Rules made thereunder or any other provisions of the Companies
Act, 2013. The Directors have also made necessary disclosures to the extent as required
under provisions of section 184(1) of the Companies Act, 2013. All members of the Board of
Directors and senior management personnel affirmed compliance with the 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 149 of the Companies
Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015; and
They have registered their names in the Independent Directors' Data bank pursuant to
Sub-rule (1) and (2) of Rule 6 of the Companies (Appointment and Qualifications of
Directors) Rules, 2014 and amendments thereto.
In opinion of the Board, Independent Directors fulfill the conditions specified in the
Act, Rules made thereunder and SEBI Listing Regulations and are independent of the
management.
Also, the Independent Directors have complied with the Code for Independent Directors
prescribed in Schedule IV of the Act and have confirmed that they are in compliance with
the Code of Conduct for Directors and Senior Management personnels formulated by the
Company.
FAMILIARISATION PROGRAMME
The details of the familiarization program undertaken have been provided in the
Corporate Governance Report and also available on the website of the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of section 134(3) (c) & 134 (5) of the Companies Act,
2013, your Directors to the best of their knowledge and ability hereby confirm that:
1. In the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
2. The directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of
the profit and loss of the Company for that period;
3. The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
4. The directors had prepared the annual accounts on a going concern basis;
5. The directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and
6. The directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
Based on the internal financial control framework, audit procedure and compliance
system as established and maintained by the Company, the Board is of the opinion that the
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
INTERNAL AUDIT & CONTROLS
During the year under review, the Company continues to engage Internal Auditors and had
implemented their suggestions and recommendations to improve the control environment. The
Internal Auditors scope of work includes review of processes for safeguarding the assets
of the Company, review of operational efficiency, effectiveness of systems and processes,
and assessing the internal control strengths in all areas.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has in place adequate internal financial controls as required under section
134(5)(e) of the Companies Act, 2013. During the year under review, such controls were
tested with reference to financial statements and no reportable material weakness in the
formulation or operations were observed.
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
In terms of the SEBI (Prohibition of Insider Trading) Regulations, 2015, your Company
has already adopted the Code of Conduct to regulate. Monitor and report trading by
designated persons towards prevention of Insider Trading. Further, in accordance with the
provisions of Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations, 2015, the
Board of Directors of the Company has duly approved and adopted the code of practices and
procedure for fair disclosure of Unpublished Price Sensitive Information and formulated
the code of conduct of the Company.
The code is applicable to Directors, Employees, Designated Person and other connected
persons of the Company. The aforesaid code of conduct for prevention of Insider Trading is
duly placed on the website of the Company at www.grovyindia.com. Pursuant to the Internal
Code of Conduct for Prevention of Insider Trading as framed by the Company under SEBI
(Prohibition of Insider Trading) Regulations, 2015 (as amended), the trading window
closure(s) are intimated in advance to all the designated person and during the said
period, the Board of Directors and concerned persons are not permitted to trade in the
securities of the Company.
DISCLOSURE AS PER APPLICABLE ACT, LISTING AGREEMENT/ SEBI (LODR) REGULATIONS, 2015
a) Related Party Transactions:
All transactions entered with related parties during the FY 2024-25 were on 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 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.
| 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 |
|
|