Billionbrains Garage Ventures Ltd Directors Report

To,

The Members,

Billionbrains Garage Ventures Limited

(formerly known as Billionbrains Garage Ventures Private Limited) (‘Company)

Your directors have the pleasure of presenting the Seventh Annual Report together with Audited Financial Statements for the financial year ended March 31, 2025.

1. FINANCIAL PERFORMANCE:

(Rs. in Millions)

Particulars	Standalone		Consolidated
	As at March 31,2025	*As at March 31,2024	As at March 31,2025	*As at March 31,2024
Revenue from Operations	27,425.11	19,394.41	39,010.23	26,092.81
Other Income	1,676.75	1,761.45	1,599.22	1,867.09
Total Revenue	29,101.86	21,155.86	40,609.46	27,959.90
Less: Total Expenses	9,234.51	17,232.57	15,957.91	20,681.10
Profit/ (Loss) before Tax , share of net loss of associate and exceptional item	19,867.35	3,923.29	24,651.55	7,278.80
Share of net loss of associate accounted for using equity method (net of tax)			(13.77)	(66.78)
Exceptional item	-	(13,396.84)	-	(13,396.84)
Profit/ (Loss) before Tax	19,867.35	(9,473.55)	24,637.78	(6,184.82)
Add/(Less): Tax Expense	(4,951.74)	(946.55)	(6,396.17)	(1,869.68)
Profit/(Loss) after Taxes	14,915.61	(10,420.10)	18,241.61	(8,054.50)
Other comprehensive income/(loss), net of tax	366.74	1.06	375.14	(3.93)
Total Comprehensive income/(loss) for the year	15,282.35	(10,419.04)	18,616.75	(8,058.43)
Basic earnings per share	2.80	(1.95)	3.34	(1.50)
Diluted earnings per share	2.67	(1.95)	3.19	(1.50)

* Previous years figures have been restated as if the business combination had occurredfrom the beginning of the earliest period reported in the financial statements

2. STATE OF COMPANYS AFFAIRS AND BUSINESS OVERVIEW

The Company operates a direct-to-customer digital investment platform, offering a comprehensive suite of financial products and services to retail investors across India. Through our user-friendly platform, customers can seamlessly invest and trade in:

• Stocks, including access to Initial Public Offerings (IPOs)

• Derivatives

• Bonds

• Mutual Funds, including offerings from our in-house Groww Mutual Fund

Vaishnavi Tech Park, South Tower, 3rd Floor, Sarjapur Main Road, Bengaluru, Karnataka -560103 email: corp.secretarial@groww.in Tel:080-69601300

• Other financial instruments as made available over time

On a standalone basis, the Companys total revenues increased by Rs. 7,946.00 million over the previous year to Rs. 29,101.86 million in FY 2025. Profit after tax increased by Rs. 25,335.71 million over the previous year to Rs. 14,915.61 million in FY 2025.

On a Consolidated basis, the Companys total revenues increased by Rs. 12,649.56 million over the previous year to Rs. 40,609.46 million in FY 2025. Profit aftertax increased by Rs. 26,296.11 million over the previous year to Rs. 18,241.61 million in FY 2025.

3. CHANGE IN THE NATURE OF BUSINESS:

There has been no change in business during the year under review.

4. MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

a. Conversion of Company into Public Company:

The Company was converted into a public limited company pursuant to a resolution passed by the Board of Directors on January 29, 2025, and subsequently approved by the shareholders through a resolution dated February 21, 2025. The conversion was duly approved by the Registrar of Companies, Central Processing Centre (ROC, CPC), on April 11, 2025. Following the approval, a fresh Certificate of Incorporation was issued in the name of Billionbrains Garage Ventures Limited, bearing Corporate Identification Number (CIN): U72900KA2018PLC109343.

b. Initial Public Offering (IPO):

The Company has proposed to undertake an Initial Public Offering (“IPO”) of its equity shares (the “Equity Shares”), comprising a fresh issue of Equity Shares by the Company (the “Fresh Issue”) and an offer for sale of Equity Shares by certain existing shareholders (the “Selling Shareholders”) (together, the “Offer”).

In connection with the proposed IPO, the Board of Directors of the Company approved the Offer vide resolution dated April 22,2025, which was subsequently approved by the shareholders through a resolution passed on May 06, 2025.

Pursuant to the above approvals, the Company filed a Confidential Pre-filed Draft Red Herring Prospectus (“PDRHP”) with the Securities and Exchange Board of India (“SEBI”), BSE Limited (“BSE”), and the National Stock Exchange of India Limited (“NSE”) on May 25, 2025. A public announcement regarding the filing of the PDRHP was published in newspapers on May 26, 2025.

c. Issuance of further shares on a preferential basis through private placement

The Board vide resolution dated May 30, 2025, and the shareholders vide resolution dated June 6, 2025, had approved to raise funds by offering and issuing 3,59,36,286 (Three Crores Fifty-Nine Lakhs Thirty- Six Thousand Two Hundred and Eighty-Six) Series F Compulsorily Convertible Preference Shares (Series F CCPS) of the Company of face value of Rs. 10 (Rupees Ten Only) each at a premium of Rs. 472.80 (Rupees Four Hundred and Seventy-Two point Eighty Only) each, amounting to Rs. 1735,00,38,880.80 (One Thousand Seven Hundred and Thirty-Five Crores Thirty-Eight Thousand Eight Hundred and Eighty point Eighty Only) and 1,000 (One Thousand) equity shares of face value of Rs. 10 (Rupees Ten Only) each at a premium of Rs. 96.56 (Ninety-Six point Fifty-Six Only) amounting to Rs. 96,560 (Rupees Ninety- Six Thousand Five Hundred and Sixty Only) on preferential basis through private placement to the selected investors.

Accordingly, the Board, through its resolution dated June 17, 2025, approved the allotment of 1,79,68,243 Series F Compulsorily Convertible Preference Shares (CCPS) to ISP VII-B Blocker GW, Ltd and ISP VII Blocker GW, Ltd. Further, pursuant to its resolution dated July 10,2025, the Board approved the allotment of 1,79,68,043 Series F CCPS and 1,000 equity shares to Viggo Investments Pte. Ltd.

d. Acquisition of Target Company (Unlisted Company)

During the year under review, your Company entered into various Share Purchase Agreement to acquire 100% shareholding of a Target Company (Unlisted Company) from its shareholders for an aggregate consideration of Rs. 9,611.05 million, payable in cash at closing (“Acquisition”). The Acquisition remains subject to various closing conditions including, completion of due diligence, receipt of regulatory approvals, receipt of consents from relevant lenders and other customary closing conditions. The business of the aforesaid Target Company, proposed to be acquired by us, includes, among others (a) distribution of various financial products and services, including mutual fund units, insurance products, units of alternate investment fund schemes; (b) stock broking activities and (c) electronic filing of tax returns.

5. ACQUISITION OF BUSINESS FROM THE SUBSIDIARY THROUGH SCHEME OF ARRANGEMENT (DEMERGER):

The Scheme of Arrangement (“Demerger Scheme”) under Section 233, read with Section 230 and other applicable provisions of the Companies Act, 2013, between Neobillion Fintech Private Limited and our Company, which was filed on November 22, 2024, with the Regional Director (South East Region), Ministry of Corporate Affairs, was approved with effect from March 21, 2025 (“Effective Date”), pursuant to the confirmation order issued by the Regional Director on the same date.

Accordingly, the online credit distribution business division of Neobillion Fintech Private Limited (“Demerged Undertaking”), stood transferred and vested into our Company on a ‘going concern basis. Since Neobillion Fintech Private Limited is a wholly owned subsidiary of our Company, no new shares were issued pursuant to the Demerger Scheme.

6. DIVIDEND:

The Board of Directors does not recommend any dividend for the financial year 2024-25. This decision has been taken with a view to conserve resources and retain profits within the Company to support its strategic growth plans, strengthen the financial position, and fund future business opportunities. The Board believes that reinvesting the earnings will contribute to long-term value creation for shareholders.

7. RESERVES:

The Board of Directors has not transferred any amount to the statutory reserves for the financial year 2024- 25. The entire profit for the year has been retained in the Profit and Loss Account to be utilized for the Companys ongoing business operations and future growth initiatives.

8. DETAILS REGARDING SUBSIDIARY COMPANIES, ASSOCIATE COMPANIES AND JOINT VENTURE COMPANIES:

During the year under review, the Company made certain strategic acquisitions and investments in line with its business objectives:

• Pursuant to the approval received from the Securities and Exchange Board of India (SEBI) for a change in control of Groww Mutual Fund, the Company acquired 100% of the share capital of Grow Asset Management Limited and Groww Trustee Limited with effect from August 22,2024.

• The Company also acquired the remaining equity shares (representing a negligible percentage) of Groww Invest Tech Private Limited, thereby making it a wholly owned subsidiary of the Company with effect from August 16, 2024.

• Additionally, on July 26, 2024, the Company acquired a 31.20% equity stake (on a fully diluted basis) in M/s. Saafe Fintech Solutions Private Limited (Formerly known as Dashboard Financial Holdings Private Limited), thereby classifying it as an associate company with effect from the same date.

As on March 31, 2025, the Company has 10 wholly owned subsidiaries and 1 step-down subsidiary, namely:

1. Groww Invest Tech Private Limited

2. Groww Asset Management Limited

3. Groww Trustee Limited

4. Groww Serv Private Limited

5. Neobillion Fintech Private Limited

6. Billionblocks Finserv Private Limited

7. Groww Pay Services Private Limited

8. Groww Wealth Tech Private Limited

9. Groww Creditserv Technology Private Limited

10. Groww Insurance Broking Private Limited

11. Groww IFSC Private Limited (Step-down subsidiary)

The Company does not have any joint venture company as on the date of this report.

In compliance with the provisions of Section 129(3) of the Companies Act, 2013, the Consolidated Financial Statements of the Company and its subsidiaries and associate company have been prepared and form part of this Annual Report.

Further, a statement containing the salient features of the financial performance of each subsidiary and associate company, as prescribed under Form AOC-1, is attached as Annexure I to this Report.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements of the Company, including the consolidated financial statements and other related information, along with the accounts of the subsidiaries, are available for inspection at the Companys registered office and can also be accessed at www.groww.in.

9. HOLDING COMPANY:

Your Company doesnt have any holding company.

10. SHARE CAPITAL:

Increase of Authorised Share Capital, reclassification and stock split

(i) The Board and Shareholders at their respective meetings dated June 28, 2024, and July 05, 2024, approved the increase of Authorised Share Capital from Rs. 150,00,10,000 (Rupees One Hundred and Fifty Crores and Ten Thousand only) to Rs. 1200,00,00,000 (Rupees One Thousand Two Hundred Crores Only) comprising of:

(a) 112,49,75,000 (One Hundred Twelve Crores Forty-Nine Lakhs Seventy-Five Thousand) Equity Shares of Rs. 10 (Rupees Ten Only) each.

(b) 25,000 (Twenty-Five Thousand) Class A Equity Shares of Rs. 10 (Rupees Ten Only) each; and

(c) 7,50,00,000 (Seven Crores Fifty Lakhs) Preference Shares of Rs. 10 (Rupees Ten Only) each.

(ii) Further, the Board and Shareholders at their respective meetings dated January 29, 2025, and February 21, 2025, approved the increase in Authorised Share Capital from Rs. 1200,00,00,000/- (Rupees One Thousand Two Hundred Crores Only) to Rs. 2000,00,00,000/- (Rupees Two Thousand Crores Only comprising of:

(a) 191,49,75,000 (One Hundred Ninety-One Crores Forty-Nine Lakhs Seventy-Five Thousand) Equity Shares of Rs. 10 (Rupees Ten Only) each,

(b) 25,000 (Twenty-Five Thousand) Class A Equity Shares of Rs. 10 (Rupees Ten Only) each; and

(c) 8,50,00,000 (Eight Crores Fifty Lakhs) Preference Shares of Rs. 10 (Rupees Ten Only) each.

(iii) The Board and Shareholders at their respective meetings dated February 20, 2024, and March 04, 2025, approved the sub-division of shares such that each Equity Share and Class A Equity Share of face value Rs. 10 each was sub-divided into 5 (five) Equity Shares and Class A Equity Share of face value Rs. 2 each respectively. Accordingly, pursuant to the terms of reference of Compulsorily Convertible Preference Shares (CCPS), the conversion ratio and conversion price were adjusted.

(iv) The Board and Shareholders at their respective meetings dated February 20, 2024, and March 04, 2025, subject to obtaining the requisite regulatory approvals, approved the reclassification of Class A equity shares into ordinary equity shares.

Subsequently after receiving the requisite approval on April 03, 2025, the Board approved the resolution for the extinguishment of the Class A equity shares and authorized the issuance of ordinary equity shares to the Class A shareholders. The newly issued ordinary equity shares carry identical rights, preferences, privileges, voting powers, and restrictions as the existing ordinary equity shares.

(v) As on March 31, 2025, the Authorised Share Capital was Rs. 2000,00,00,000 (Rupees Two Thousand Crores Only comprising of:

(a) 957,48,75,000 (Nine Hundred Fifty-Seven Crores Forty-Eight Lakhs Seventy-Five Thousand) Equity Shares of Rs. 2 (Rupees Two Only) each,

(b) 1,25,000 (One Lakh Twenty-Five Thousand) Class A Equity Shares of Rs. 2 (Rupees Two Only) each; and

(c) 8,50, 00,000 (Eight Crores Fifty Lakh Preference Shares of Rs. 10 (Rupees Ten Only) each

(vi) Post March 31,2025, the shareholders vide their resolution dated May 06,2025, amended the capital clause in Memorandum of Association was amended by deleting the Class A equity Shares and increased the Authorised Share Capital from Rs. 2000,00,00,000 (Rupees Two Thousand Crores Only) to Rs. 5000,00,00,000 (Rupees Five Thousand Crores Only) comprising of:

(a) 2332,50,00,000 (Two Thousand Three Hundred and Thirty-Two Crores and Fifty Lakhs) Equity Shares of Rs. 2 (Rupees Two Only) each,

(b) 33,50,00,000 (Thirty-Three Crores Fifty Lakhs) Preference Shares of Rs. 10 (Rupees Ten Only) each.

Issued, Subscribed and Paid-up share Capital:

The issued, subscribed and paid-up share capital of the Company as on March 31, 2025, is Rs.

187,23,42,733 (Rupees One Hundred and Eighty-Seven Crores Twenty-Three Lakhs Forty-Two Thousand

Seven Hundred and Thirty-Three), divided into

a) 182,80,86,750 (One Hundred and Eighty-Two crore Eighty Lakh Eighty-Six Thousand Seven hundred and fifty) equity shares having face value of Rs. 2 (Rupees Two) each.

b) 66,000 (Sixty-Six Thousand) Class A equity shares having face value of Rs. 2 (Rupees Two) each.

c) 4,41,89,983 (Four Crore Forty-One Lakh Eighty-Nine Thousand Nine Hundred and Eighty-Three)

Compulsorily Convertible Preference Shares of Rs. 10 (Rupees Ten) each The below are the details for the changes to the issued, subscribed and paid up-share capital:

a. Allotment of shares pursuant to the Scheme of Amalgamation:

The Honble National Company Law Tribunal, Bengaluru Bench (“NCLT”) vide its Order No. C.P. (CAA) No. 36/BB/2023 dated March 28, 2024 approved the scheme of amalgamation amongst M/s. Billionbrains Garage Ventures Private Limited (Transferee Company) and Groww Inc. (Transferor Company) and their respective shareholders under the Sections 230 to 232 read with Section 234 and other applicable provisions of the Companies Act, 2013 (Act) read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 effective from March 29, 2024 and vide order dated March 28, 2024, the Company needed to allot the equity shares, Class A equity shares and Preference shares of the Company to the members of the Transferor Company as provided vide clause No. 6.2 in the Scheme of Amalgamation. Accordingly, on May 09, 2024, at the Board Meeting, the members of the Transferor Company were allotted 2,07,32,089 (Two Crore Seven Lakh Thirty-Two Thousand and Eighty-Nine) Equity shares of Rs. 10/- (Rupees Ten) each, 880 (Eight Hundred and Eighty) Class A Equity shares of Rs. 10/- (Rupees Ten) each and series of Compulsory Convertible Preference Shares as given below:

1. 1,04,46,663 Series A1 0.00001% Compulsorily Convertible Preference shares of Rs. 10/- each,

2. 5,09,299 Series A2 0.00001% Compulsorily Convertible Preference shares of Rs. 10/- each,

3. 18,42,500 Series A3 0.00001% Compulsorily Convertible Preference shares of Rs. 10/- each,

4. 26,53,200 Series A4 0.00001% Compulsorily Convertible Preference shares of Rs. 10/- each,

5. 1,08,20,404 Series B 0.00001% Compulsorily Convertible Preference shares of Rs. 10/- each,

6. 64,11,899 Series Cl 0.00001% Compulsorily Convertible Preference shares of Rs. 10/- each,

7. 5,42,340 Series C2 0.00001% Compulsorily Convertible Preference shares of Rs. 10/- each,

8. 49,18,507 Series D 0.00001% Compulsorily Convertible Preference shares of Rs. 10/- each,

9. 60,45,171 Series E 0.00001% Compulsorily Convertible Preference shares of Rs. 10/- each on such terms and conditions approved by the Board.

b. Allotment of Bonus Equity and Class A Equity

Pursuant to the resolution passed by the Board on August 27, 2024, the Company allotted bonus shares aggregating to Rs. 290,26,24,200 (Rupees Two Hundred Ninety Crores Twenty-Six Lakhs Twenty-Four Thousand Two Hundred Only). The allotment comprised 29,02,50,100 (Twenty-Nine Crores Two Lakhs Fifty Thousand One Hundred) equity shares of Rs. 10 each and 12,320 (Twelve Thousand Three Hundred Twenty) Class A equity shares of Rs. 10 each. The bonus shares were fully paid up and allotted by capitalizing the securities premium account and were distributed in the ratio of 14:1 i.e., 14 equity shares of Rs. 10 each were issued for every one equity share of Rs. 10 each held.

Pursuant to the aforesaid bonus issue, the Board and the shareholder approved the extension of its benefits to all holders of employee stock options under the Billionbrains Garage Ventures Limited Employee Stock Option Scheme 2024 (Erstwhile Billionbrains Garage Ventures Private Limited Employee Stock Option Scheme 2024), as well as to holders of the Companys 0.00001% Compulsorily Convertible Preference Shares (Series Al, A2, A3, A4, B, Cl, C2, D, and E), such that upon conversion, each CCPS holder shall receive 15 equity shares of Rs. 10 each for every 1 CCPS held.

c. Rights issue

During the year under review, the Board of Directors approved the allotment of 5,46,35,100 (Five Crore Forty-Six Lakh Thirty-Five Thousand One Hundred) equity shares of Rs. 10 each, at a premium of Rs. 65 per share, on November 27,2024, on rights basis. The total amount raised aggregated to Rs. 409,76,32,500 (Rupees Four Hundred Nine Crore Seventy-Six Lakh Thirty-Two Thousand Five Hundred Only). These equity shares were offered to existing equity shareholders and Class A equity shareholders and ranking pari passu in all respects with the existing equity shares, including Class A equity shares.

d. Allotment of Bonus CCPS

The Company sought and obtained approvals from the Board of Directors and the shareholders at their respective meetings held on January 29, 2025, and February 21, 2025, for the capitalization of a sum not exceeding Rs. 36,56,30,600 (Rupees Thirty-Six Crores Fifty-Six Lakhs Thirty Thousand and Six Hundred Only) from the Securities Premium Account, for the purpose of issuing fully paid-up Compulsorily Convertible Preference Shares (CCPS) of Rs. 10 each, as a bonus issue.

These Bonus CCPS were issued to all existing equity shareholders (including Class A Equity Shares) (“Shareholders”) in the ratio of 1:10, i.e., 1 Bonus CCPS of face value Rs. 10 for every 10 equity shares held.

Accordingly, pursuant to the terms governing the CCPS, appropriate adjustments were made to the conversion ratio and conversion price. Further, equivalent benefits were extended to the holders of stock options under the Billionbrains Garage Ventures Limited Employee Stock Option Scheme 2024.

Allotment and extinguishment of Differential Voting Rights (DVR):

Pursuant to the approval of the Scheme of Amalgamation amongst M/s. Billionbrains Garage Ventures Private Limited (Transferee Company) and Groww Inc. (Transferor Company) and their respective shareholders under the Sections 230 to 232 read with Section 234 and other applicable provisions of the Companies Act, 2013 (Act) along with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, by Honble National Company Law Tribunal, Bengaluru Bench (“NCLT”) vide its Order No. C.P. (CAA) No. 36/BB/2023 dated March 28, 2024, the Board of Directors at its Meeting held on May 09, 2024 approved the allotment of Class A equity shares i.e. shares with Differential Voting Rights (DVR). The details of the DVR are as follows:

Sr. No. Particulars	Remarks
1. The total number of shares allotted with differential rights	880 shares
2. The details of the differential rights relating to voting rights and dividends	Each holder of Class A Equity Shares entitled to vote on all resolutions in a manner as provided in the shareholders agreement proposed to be entered between the Company and other parties thereof ("Agreement"). Each Class A Equity Share carried such voting right such that all Class A Equity Shares, shall in aggregate, entitle the holders of all Class A Equity Shares, to voting rights (rounded down to the nearest whole number) equal to 81% (eighty one percent) of all issued and outstanding Equity Shares (as defined in the Agreement), Class A Equity Shares and Preference Shares (as defined in the Agreement), on an as if converted basis.
	Subject to Applicable Law and the differential voting rights which the Class A Equity Shares have as set out herein above, the holders of the Class A Equity Shares had the same rights, privileges, limitations, and restrictions pari-passu with the holder of Equity Shares and shall enjoy all other rights such as bonus shares, rights shares

 

Sr. No. Particulars	Remarks
	etc. which the holders of Equity Shares are entitled to.
3. The percentage of the shares with differential rights to the total post issue equity share capital with differential rights issued at any point of time and percentage of voting rights which the equity share capital with differential voting right shall carry to the total voting right of the aggregate equity share capital	Class A Equity Shares representing a negligible percentage of total post issue equity share capital with differential rights of the company. Each Class A Equity Share shall carry such voting right such that all Class A Equity Shares, shall in aggregate, entitle the holders of all Class A Equity Shares, to voting rights (rounded down to the nearest whole number) equal to 81% (eighty one percent) of all issued and outstanding Equity Shares (as defined in the Agreement), Class A Equity Shares and Preference Shares (as defined in the Agreement), on an as if converted basis.
4. The price at which such shares have been issued	Pursuant to the scheme of amalgamation, the shares were issued without any consideration.
5. The particulars of promoters, directors or key managerial personnel to whom such shares are issued	Mr. Lalit Keshre, Mr. Harsh Jain, Mr. Ishan Bansal and Mr. Neeraj Singh (Promoters and Directors)
6. The change in control, if any, in the Company, consequent to the issue of equity shares with differential voting rights	Nil, the promoters and directors were holding similar rights in the erstwhile holding company.
7. The diluted earnings per share pursuant to the issue of each class of shares, calculated in accordance with the applicable accounting standard	Please refer the point no. 1 of the Director Report
8. The pre and post issue shareholding pattern along with voting rights	Refer to Annexure IV

During the year under review, the Board of Directors and the shareholders, at their respective meetings held on February 27, 2025, and March 04, 2025, approved a resolution for the reclassification of Class A Equity Shares, pursuant to which an equal number of Ordinary Equity Shares were proposed to be allotted in lieu thereof. Subsequently, upon receipt of approval from respective regulatory authority, the Board of Directors, at its meeting held on April 03,2025, approved the extinguishment of the Class A Equity Shares and, in lieu thereof, issued the corresponding Ordinary Equity Shares. As a result, the rights attached to the Class A Equity Shares stood extinguished.

During the year under review, the Company has not bought back its shares or securities.

Employee Stock Option Scheme

The Company intended to implement Billionbrains Garage Ventures Private Limited Employees Stock Option Scheme 2024 (“Plan”) with a view to attract and retain key talents working with the Company and its Subsidiary Companies (present and future), by way of rewarding their performance in proportion to their contribution and motivate them to contribute to the overall corporate growth and profitability. Accordingly, the plan was approved and adopted by Board of Directors and shareholders vide resolution dated June 28, 2024, and July 5, 2024, respectively.

Pursuant to the proposed IPO, the Company aligned its scheme with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and on receipt of approval from the Board of Directors and the shareholders at their respective meetings held on April 08, 2025, and May 06, 2025, the policy was restated and subsequently, the name of the stock option plan was revised to Billionbrains Garage Ventures Limited Employees Stock Option Scheme 2024,

Pursuant to the provisions of Rule 12 of Companies (Share Capital and Debentures) Rules, 2014 the details of ESOP plan is given below:

SI. No.	Particulars	Options
a.	Options granted	50,995,871*
b	Options vested	10,156,260
c.	Options exercised	-
d	The total number of shares arising as a result of exercise of option	-
e.	Options lapsed	(436,822)
f.	The exercise price	Rs. 2/- per share
g-	Variation of terms of options	Nil
h.	Money realized by exercise of options;	Nil
i.	Total number of options in force;	50,559,049
j-	Employee wise details of options granted to; - i) key managerial personnel.	i) Roshan Dave (CS) - 9,865
	(ii) any other employee who receives a grant of options in any one year of option amounting to five percent or more of options granted during that year.	ii) a. Nishant Singh - 6,979,070 b. Sourav De - 975,930 c. Varun Gupta - 5,399,250 d. Vikas Bansal - 900,235
	(iii) identified employees who were granted option, during any one year, equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant;	iii) Nil

* The Honble NCLT, Bengaluru Bench, vide Order No. C.P. (CAA) No. 36/BB/2023 dated March 28, 2024, approved the Scheme of Amalgamation between M/s. Billionbrains Garage Ventures Private Limited (“Transferee Company”) and Groww Inc. (“Transferor Company”) under Sections 230-232 read with Section 234 of the Companies Act, 2013, which became effective on March 29, 2024.

Pursuant to the Scheme, the Company granted stock options to eligible employees holding outstanding options under the Groww Inc. Amended and Restated 2017 Stock Incentive Plan at a 1:2.2 ratio. The figures in serial no. (a) of the table include 12,244,125 options granted on July 5, 2024, equivalent to 2,448,825 options post stock split (face value ?2 each).

11. DIRECTORS & KEY MANAGERIAL PERSONNEL:

Board of Directors

As on March 31, 2025, the Board of Directors of the Company comprises of 9 (Nine) members of which 4 (Four) are independent Directors including 2 (two) women independent directors, and 1 (one) Nominee Director.

During the year under review, the following changes took place in the composition of the Board of Directors:

1. Mr. Ashish Agrawal was appointed as a Non-Executive Director by the Board on May 09, 2024. His appointment was approved by the shareholders at the Extra-Ordinary General Meeting (EOGM) held on July 05, 2024. Subsequently, he was re-designated as a Nominee Director effective April 08, 2025.

2. Mr. Gaurang Shah was appointed as an Independent Director for a term of three years, effective June 07, 2024. His appointment was approved by the shareholders at the Extra-Ordinary General Meeting held on July 5, 2024. He was further appointed as the Non-Executive Chairman of the Board effective April 08, 2025.

3. Ms. Neetu Kashiramka was appointed as an Independent Director for a term of three years, effective January 29, 2025. Her appointment was approved by the shareholders at the EOGM held on February 21, 2025.

4. Dr. Neeru Chaudhry and Mr. Ankit Nagori were appointed as Independent Directors for a term of three years, effective February 20, 2025. Their appointments were approved by the shareholders at the EOGM held on March 04, 2025.

Further post completion of the financial year under review, Mr. Lalit Keshre, Mr. Ishan Bansal, Mr. Harsh Jain, and Mr. Neeraj Singh were appointed as Whole-Time Directors of the Company for a period of Five years, effective April 08, 2025. Their appointments were approved by the shareholders at the EOGM held on May 06, 2025.

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 read with the Companies (Appointment and Qualification of the Directors) Rules, 2014 amended from time to time, Mr. Harsh Jain and Mr. Ishan Bansal, Directors of the Company, shall be liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible for re-appointment. The Board recommends their reappointment.

As on the date of this report the board comprises of the following directors:

a. Mr. Gaurang Shah - Chairman and Independent Director.

b. Mr. Lalit Keshre - Whole Time Director.

c. Mr. Harsh Jain - Whole Time Director.

d. Mr. Ishan Bansal - Whole Time Director.

e. Mr. Neeraj Singh - Whole Time Director.

f. Mr. Ashish Agrawal - Non-Executive and Nominee Director.

g. Ms. Neetu Kashiramka - Independent Director

h. Mr. Ankit Nagori - Independent Director; and

i. Dr. Neeru Chaudhry - Independent Director

Pursuant to the provisions of Section 149(7) of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder.

Based on the declaration documents provided, the Board members believes that Independent Directors appointed hold requisite integrity, expertise and experience (including the proficiency) to serve the Board.

Key Managerial Personnel (KMP);

The Board of Directors at its Meeting held on April 08, 2025, appointed Mr. Lalit Keshre as Chief Executive Officer, Mr. Ishan Bansal as Chief Financial Officer and redesignated Mr. Roshan Dave as Company Secretary and Compliance Officer of the Company. Also, the Shareholders approved the appointment of Mr. Lalit Keshre, Mr. Ishan Bansal, Mr. Harsh Jain, and Mr. Neeraj Singh as the Whole time Director at the EOGM held on May 06, 2025.

12. NUMBER OF MEETINGS OF BOARD:

During the financial year under review, the Company had 7 (Seven) Board Meetings i.e., May 09, 2024, June 28,2024, July 31,2024, August 27,2024, October 29,2024, January 29,2025, and February 20,2025.

The Company was not required to constitute the Committees to the Board, during the financial year under review. However, the following Committees were constituted post completion of the Financial Year at the Board Meeting dated April 08, 2025:

SI. No. Name of the Committee	Composition
1. Audit Committee	1. Ms. Neetu Kashiramka (Independent Director) -Chairperson
	2. Mr. Gaurang Shah (Independent Director) - Member
	3. Dr. Neeru Chaudhiy (Independent Director) -Member
2. Nomination and Remuneration Committee	1. Dr. Neeru Chaudhry (Independent Director) - Chairperson
	2. Mr. Gaurang Shah (Independent Director) - Member
	3. Mr. Ankit Nagori (Independent Director) - Member
n Risk Management Committee	1. Ms. Neetu Kashiramka (Independent Director) -Chairperson
	2. Mr. Ankit Nagori (Independent Director) - Member
	3. Mr. Ishan Bansal (Whole Time Director and CFO) -Member
	4. Mr. Neeraj Singh (Whole Time Director) -Member
4. Corporate Social Responsibility Committee	1. Mr. Ankit Nagori (Independent Director) - Chairman
	2. Ms. Neetu Kashiramka (Independent Director) - Member
	3. Mr. Ashish Agrawal (Non-Executive and Nominee Director) - Member
	4. Mr. Harsh Jain (Whole Time Director) - Member
5. Stakeholders Relationship Committee	1. Mr. Ashish Agrawal (Non-Executive and Nominee Director) - Chairman
	2. Dr. Neeru Chaudhry (Independent Director) - Member
	3. Mr. Lalit Keshre (Whole Time Director and CEO) - Member

Nomination and Remuneration Policy

The Board of Directors of the Company at its Meeting held on April 22, 2025, approved the Nomination and Remuneration Policy under sub-section (3) of section 178 of the Companies Act, 2013. The Policy is available on the Companys website at www.groww.in.

13. VIGIL MECHANISMAYHISTLE BLOWER

The Company strives to carry out its operations with fairness and transparency, maintaining the highest levels of integrity, professionalism, and ethical principles. These principles guide our actions and decisionmaking processes across all levels of the organization. In line with this, the Company has formulated a Vigil Mechanism and Whistle-Blower Policy (“Policy”) which is overseen by the Audit Committee. The policy inter alia provides safeguards against victimisation of the Whistle Blower. The policy is available

on the Companys website at www.groww.in. As on March 31, 2025, there were no complaints under this policy reported.

In exceptional and appropriate cases, an employee can make direct appeal to the Audit Committee Chairman.

14. STATUTORY AUDITORS AND STATUTORY AUDIT REPORT;

The Shareholders of the Company in their Annual General meeting held on September 25, 2023, approved the appointment of M/s. BSR & Co. LLP, Chartered Accountants, (101248W/W-100022), as the Statutory Auditors of the Company for the term of five years commencing from the Financial Year 2023-24 until the conclusion of the 10^th Annual General Meeting of the Company to be held in the year 2028.

The statutory auditors have confirmed that they are not disqualified from continuing as auditors of the Company.

The comments by the auditors in their report read along with information and explanation given in notes to accounts are self-explanatory and do not call for further explanation.

15. INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

16. TRANSFER OF UNCLAIMED / UNPAID AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company did not have any funds as contemplated under Section 125 of the Act lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

17. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (POSH Act) and its Rules, the Company has established a strict no-tolerance policy against any form of sexual harassment of women at the workplace. To address and resolve complaints under the POSH Act, the Company has constituted Internal Complaints Committee(s) (ICCs). Regular training and awareness programs are conducted throughout the year to foster sensitivity and promote a respectful work environment.

The following is the summary of the complaints received and disposed of during the financial year 2024- 25:

a. Number of complaints of sexual harassment received in the year- Nil

b. Number of complaints received during the year - Nil

c. number of cases pending for more than ninety days- Nil

18. RISK MANAGEMENT POLICY:

The Company has adopted a structured Enterprise Risk Management (ERM) framework in line with the provisions of SEBI Listing Regulations and the Companies Act, 2013. The Risk Management Policy provides for the identification, assessment, classification, and mitigation of various internal and external risks that may impact the Companys operations, financial stability, and strategic objectives. The Risk Management Committee shall oversee the implementation of the policy and its periodic review. The Company regularly monitors key risks?categorized as preventable, strategic, or external?and formulates

appropriate mitigation strategies through a combination of preventive, detective, and corrective controls to safeguard stakeholder interests and enable sustained business performance.

19. DETAILS ON CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS & OUTGO;

1. Conservation of energy

Your Company continues to demonstrate its commitment to energy efficiency and environmental responsibility by strengthening its efforts in the area of energy conservation. While the nature of operations in the technology services sector is not energy-intensive, your Company actively pursues opportunities to reduce energy consumption and enhance sustainability within its business environment.

The Company continuously explores and adopts energy-efficient measures across its operations, with a strong emphasis on leveraging the latest technologies to ensure high service quality while minimizing energy use. From the design of workspaces to the selection of IT infrastructure, energy efficiency remains a key consideration.

All computing equipment and office hardware procured by the Company are carefully evaluated to ensure compliance with global environmental and energy efficiency standards such as Energy Star or equivalent certifications. The Company ensures optimum utilization of such assets and encourages responsible usage practices among employees.

Additionally, the Company has instituted a systematic and ongoing process for identifying and phasing out older, less energy-efficient equipment. This includes the planned replacement of outdated machinery such as computers, air conditioners, uninterruptible power supply (UPS) systems, and other critical office infrastructure with newer, energy-efficient alternatives. This phased replacement strategy not only helps reduce energy consumption but also enhances overall operational efficiency and reliability.

Beyond equipment upgrades, the Company also promotes energy-conscious behavior among its workforce through internal communication and awareness initiatives. Office premises are equipped with energysaving features such as LED lighting, occupancy-based sensors, and optimized climate control systems.

Through these initiatives, your Company reinforces its dedication to responsible environmental practices and sustainable business operations.

2. Technology absorption

The Company continues to stay abreast of technological advancements by proactively integrating emerging innovations across all business domains, operational workflows, and support functions. Our commitment to a technology-first approach underpins every aspect of our strategy, ensuring that we remain agile, competitive, and forward-looking in a rapidly evolving digital landscape.

We are steadily accelerating our digital transformation journey, focusing on creating intuitive and seamless user experiences across all customer-facing platforms. From onboarding to execution, the Company has prioritized the development of frictionless digital interactions, ensuring consistent engagement and service excellence at every touchpoint.

Our strategic emphasis lies in building robust, scalable, and secure in-house technological capabilities. This enables us to innovate rapidly, tailor solutions to meet evolving customer expectations, and maintain greater control over our product roadmap. The Company consistently introduces enhanced features and functionalities within its trading and investment platforms, delivering a more personalized, efficient, and enriched experience to users.

In line with our commitment to operational resilience, the Company has also significantly enhanced its IT Disaster Recovery (DR) infrastructure. By implementing redundant systems, real-time replication, and

periodic DR drills, we ensure business continuity, high system uptime, and uninterrupted service delivery even under adverse conditions.

Looking ahead, we remain focused on leveraging cutting-edge technologies such as artificial intelligence, data analytics, and automation to further strengthen our digital ecosystem and deliver long-term value to all stakeholders.

3. Foreign exchange earnings and Outgo

The Foreign Exchange earnings and outgo during the year is as follows:

Particulars	Amount (Rs. In Million)
Foreign exchange earnings	0.53
Foreign exchange Outgo	440.79

20. DEPOSITS:

During the year under review, the Company has not accepted any deposits pursuant to Section 73 of the Companies Act, 2013. Hence, disclosures as required pursuant to Rule 8(5)(v) of Companies (Accounts) Rules, 2014 are not applicable.

21. PARTICULARS OF LOANS. INVESTMENTS OR GUARANTEES UNDER SECTION 186 OF THE COMPANIES ACT. 2013:

The details of loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review are disclosed under respective notes / schedules to the financial statements.

22. RELATED PARTY TRANSACTION:

During the year under review, all related party transactions entered by the Company, were approved by the Board and were at arms length and in the ordinary course of business. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arms length basis.

Accordingly, particulars of contracts/arrangements/ transactions with related party which are required to be reported in Form No. AOC-2 in terms of Section 134(3) (h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 are provided in Annexure II to this Report. The details of related party transactions entered by the Company, in terms of Ind AS-24 have been disclosed in the notes to the standalone/consolidated financial statements forming part of this Report.

23. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has laid down a systematic framework of Internal Financial Controls (IFC) designed to ensure the orderly and efficient conduct of its business operations. These controls encompass adherence to Company policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and the timely preparation of reliable financial information.

Internal financial controls are an integral part of the Companys overall risk management and governance framework. They address both financial and operational risks and are commensurate with the size, scale, and complexity of the Companys operations. These controls are designed not only for effectiveness but are also tested periodically to ensure their continued operational efficiency.

The internal financial control system over financial reporting ensures that all transactions are appropriately authorized, accurately recorded, and reported in a timely manner, in compliance with applicable accounting standards. Key controls have been documented, automated where feasible, and integrated into relevant business processes to enhance reliability and efficiency.

The Board is of the opinion that the internal financial controls with reference to the financial statements were adequate and operating effectively during the reporting period.

24. CORPORATE SOCIAL RESPONSIBILITY tCSR):

The Board of Director at its meeting held on April 08,2025, constituted the Corporate Social Responsibility Committee (“CSR Committee”) with the following composition:

Sr. No.	Name of the Members	Designation
1	Mr. Ankit Nagori (Independent Director)	Chairman
2	Ms. Neetu Kashiramka (Independent Director)	Member
o J	Mr. Ashish Agrawal (Non-Executive and Nominee Director)	Member
4	Mr. Harsh Jain (Whole Time Director and COO)	Member

The brief outline of CSR Policy of the Company and other details about the CSR as per the Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been attached as Annexure III to this report. The Policy is also placed on the Companys website at www.groww.in.

25. ANNUAL RETURN:

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY 2024-25 is available on Companys website at www.groww.in.

26. MATERIAL ORDERS PASSED BY THE REGULATOR/COURT:

During the year under review, there is no significant and material order passed by the regulators or courts or tribunals impacting on the going concern status and Companys operations in future.

27. DISCLOSURE OF MAINTENANCE OF COST RECORDS:

Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not applicable to the Company.

28. SECRETARIAL STANDARDS:

The Company complies with all the applicable Secretarial Standards, issued by the Institute of Company Secretaries of India.

29. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of section 134(5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed:

i. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

ii. that 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 as on March 31, 2025, and of the profit of the Company for the year ended on March 31, 2025.

iii. that 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.

iv. that the Directors had prepared the annual accounts on a going concern basis.

v. that 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.

30. APPLICATIONS UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016:

There were no applications made by the Company or upon the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review. There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016 by / against the Company as on March 31, 2025.

31. THE DETAILS OF ONE-TIME SETTLEMENT. IF ANY:

During the year under review, there were no settlements made by the Company for any loan / borrowing taken from the Banks or Financial Institutions and hence no comment with regard to the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

32. OTHER DISCLOSURES:

The Company, being a Private Limited Company as on March 31, 2025, was not required to comply with the clauses or provisions under Companies Act, 2013 such as:

a. Undertaking formal Annual Evaluation of the Board and that of its Committees and the Individual Director (Section 134).

b. Undertaking Secretarial Audit (Section 204).

c. Disclosure under section 197(12) with regard to managerial and employee remuneration.

33. COMPLIANCES UNDER FEMA:

The Company has in place the system of ensuring compliance with applicable provisions of Foreign Exchange Management Act, 1999 and rules made thereunder and for certification from the Statutory Auditor of the Company on an annual basis.

34. MATERNITY BENEFIT:

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

35. ACKNOWLEDGEMENT:

Your directors wish to place on record their sincere appreciation to the Customers, Employees, Suppliers, Professionals, and Bankers to the Company for their Cooperation and contribution in the affairs of the Company.

FOR BILLIONBRAINS GARAGE VENTURES LIMITED

Place: Vaishnavi Tech Park, South Tower, 3rd Floor, Sarjapur Main Road, Bangalore - 560103 Date: July 23, 2025

LALIT KESHlfe	harsh Jain
WHOLE TIME DIRECTOR	WHOLE TIME DIRECTOR
DIN: 02483558	DIN: 05321547