Growington Ventures India Ltd Directors Report

TO THE MEMBERS

The Fifteenth Annual Report on the Business and Operations of the Company, along with the Audited Accounts of the Company for the Financial Year ended March 31st, 2025, are being presented with pleasure by your Directors.

FINANCIAL RESULTS

Below is a summary of the Companys financial results for the Financial Year ended on March 31st, 2025:

All figures in Rs. (Lakhs.)

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from operations	6,108.58	3,034.22	6,351.59	3,430.16
Other income	80.90	74.35	81.74	75.42
Total income	6,189.48	3,108.57	6,433.33	3,505.58
Total expenses	5,814.12	2,832.75	6,056.11	3,291.08
Profit before exceptional Items and tax	375.36	275.82	377.22	214.50
Exceptional Items	0.00	0.00	0.00	0.00
Profit before tax	375.36	275.83	377.22	214.50
Current tax	117.23	76.22	117.23	76.22
Deferred tax	(3.64)	0.48	(3.64)	0.48
Short/Excess Provision for Earlier Years	15.92	23.61	15.92	23.61
Tax expenses	129.51	100.31	129.51	100.31
Profit after Tax	245.85	175.51	247.71	114.19

STATE OF COMPANYS AFFAIRS

We are pleased to inform you that Listing on the Main Board is likely to have wider participation from investors at large and trading in the Equity Shares of the Company on the Main Board has gone on the long way in enhancing the image and goodwill of the Company. By migrating on the Main Board, the goodwill and the growth of the Company have increased and Company has able to expand its business for long run.

Previously the Company was 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 was adversely affected and the Company started experiencing losses.

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

The resulted growth in FY 2024-25 has come from broad-based performance across markets and industry verticals. The order book continues to be strong, indicating demand for your Companys products.

Demand for our product in Indian as well as foreign markets showed remarkable resilience.

• Financial Performance - Standalone

The Company has achieved total revenue from operations of Rs. 6,108.58/- (in lakhs) for the Financial Year ended 31st March 2025 as against Rs. 3,034.22 /- (in lakhs) for the Financial Year ended 31st March 2024 representing an increase of 101.32%. The Profit Before Tax (PBT) for the year ended is Rs. 375.36/- (in lakhs) as compared to Rs. 275.82/- (in lakhs) for the previous financial year ended 31st March 2024 representing an increase of 36.09%. During the financial year 2024-25, the Company earned a Profit after Tax (PAT) of Rs. 245.85/- (in lakhs) as compared to Rs. 175.51/- (in lakhs) in the previous Financial Year representing an increase of 40.08%.

• Financial Performance - Consolidated

The Company has achieved total revenue from operations of Rs. 6351.59/- (in lakhs) for the Financial Year ended 31st March 2025 as against Rs. 3,430.16/- (in lakhs) for the Financial Year ended 31st March 2024 representing an increase of 85.17%. The Profit Before Tax (PBT) for the year is Rs. 377.22/- (in lakhs) as compared to Rs. 214.50/- (in lakhs) for the previous financial year ended 31st March 2024 representing an increase of 75.86%. During the financial year 2024-25, the Company earned a Profit after Tax (PAT) of Rs. 247.71/- (in lakhs) as compared to Rs. 114.19/- (in lakhs) in the previous financial year representing a increase in profit of 116.93%.

Detailed information about the operations of the Company is incorporated in the Management Discussion and Analysis Report.

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 F.Y. 2024-25.

The Dividend Distribution Policy is updated in Companys website at http://www.growington.in/resource/Investor/Image/Dividend%20distribution%20Policv.pdf.

RESERVE

During the year under review, the Company has Rs. 559.39/- (in lakhs) amount to “Reserves and Surplus”. This item is explained under the head “Other Equity” forming part of the Balance Sheet, as mentioned in the Page No. 15 of the Standalone Financial Statements.

CAPITAL STRUCTURE:

• Change In Authorized Share Capital

There is an increase in Authorized Capital of the Company from Rs. 16,20,00,000/- (Rupees Sixteen Crores Twenty Lakhs Only) divided into 16,20,00,000 (Sixteen Crores Twenty Lakhs) Equity Shares of Rs. 1/- each (Rupee One Only) to Rs. 66,20,00,000/- (Rupees Sixty-Six Crores Twenty Lacs Only) divided into 66,20,00,000 (Sixty-Six Crores Twenty Lacs) Equity Shares of Rs. 1/- (Rupee One Only).

• Change In Paid up Share Capital

There is no change in paid-up share capital of our Company during the F.Y 2024-25. The paid-up capital stood at Rs. 16,05,53,940/- (Rupees Sixteen Crores Five Lakhs Fifty-Three Thousand Nine Hundred Forty), comprising 16,05,53,940 (Rupees Sixteen Crores Five Lakhs Fifty-Three Thousand Nine Hundred Forty) Equity Shares of Rs. 1/- (Rupees one) each. The Company has decided to raise funds through issuance and allotment of equity shares having face value of 1.00/- (Rupee One Only) (Equity Shares) on right issue basis and the prior approval for right issue is received from BSE as on March 26, 2025.

DETAILS PERTAINING TO FURTHER ISSUE OF SHARES DURING THE FY 2024-25:

• Preferential Allotment

During the period under review, the Company has not issued shares on preferential basis.

• Bonus Issue

During the period under review, the Company has not issued any Bonus Shares to the shareholders of the Company.

• 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. 1 /- each. The Company has neither issued shares with differential voting rights nor issued sweat equity or granted stock options.

DEMATERIALISATION OF SHARES

The paid-up capital of the Company as on March 31st, 2025 stood at Rs. 16,05,53,940/- (Rupees Sixteen Crores Five Lakhs Fifty-Three Thousand Nine Hundred Forty) listed in Bombay Stock

Exchange and all the shares of the Company are in demat form.

BUY BACK OF SECURITIES

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

CHANGE IN THE NATURE OF BUSINESS

There is no Change in the nature of the business of the Company during the period under review. 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 and the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS/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/IOINT VENTURES/ASSOCIATE COMPANIES

During the period under review, the Company has a wholly owned subsidiary in Dubai in name of Elementures Foodstuff Trading LLC but does not have any Associate Companies nor has entered into any Joint Ventures with any other Company. Accordingly, the details of which is required to be reported in Form AOC-1 is furnished in Annexure - A

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company for the financial year ended 31st March 2025, have been prepared in accordance with the Indian Accounting Standards (IND AS) 110 - “Consolidated Financial Statements” as notified by Ministry of Corporate Affairs and as per the general instructions for preparation of consolidated financial statements given in Schedule III and other applicable provisions of the Act, and in compliance with the SEBI Listing Regulations. The Audited Consolidated Financial Statements along with the Auditors Report thereon forms part of the Annual 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 the Financial Year 2024-25 is uploaded on the website of the Company at www.growington.in.

COMPLIANCE OF SECRETARIAL STANDARDS

During the period under review, 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 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 AUDITOR AND THEIR AUDIT REPORT

The Statutory Auditor M/S D. K. Chhajer & Co. (FRN 304138E), a chartered accounting firm, was appointed in 12th Annual General Meeting held on September 26, 2022 till the conclusion of 16th 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 Companies Act, 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 31st March, 2025 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 of fraud 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 EXCHANGE EARNING & 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:

• 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.

• Foreign Exchange Earnings and Outgo

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

Rs. (In lakhs)

Particulars	As on 31st March, 2025	As on 31st March, 2024
Foreign Exchange Earnings	15.94	15.28
Foreign Exchange Outgoings:	1146.04	1047.29
Remittance for import of goods done during Current Year - USD 13,55,993.80 (Previous Year - USD 12,63,102.60)

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 - B and is attached to this report.

INTERNAL AUDITOR

The Company has appointed Ms. Pabitra Kumar Mukherjee, Partner of M/s Akhileshwar Prasad & Co. (Firm Registration No. 323011E) as Internal Auditor of the Company for the Financial Year 2024-25 in compliance with Section 138 of the Act, read with the Companies (Accounts) Rules, 2014.

SECRETARIAL AUDITOR

M/s. Santosh Singh & Associates, Company Secretaries, were appointed by the Board as the Secretarial Auditor of the Company to conduct secretarial audit for the Financial Year ended 31st March, 2025.

The Report of the Secretarial Auditor, pursuant to Section 204 of the Act, is provided as the Annexure- C forming part of this Report. The Secretarial Auditor have confirmed that the Company has complied with the applicable laws and that there are adequate systems and processes in the Company commensurate with its size and scale of operations to monitor and ensure compliance with the applicable laws.

The Board has approved subject to the approval of the Members for the appointment of M/s. Santosh Singh & Associates, Company Secretaries as the Secretarial Auditor of the Company to conduct secretarial audit for a period of five consecutive Financial Years commencing from the Financial Year 2025-26.

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 Report and the Certificate on the compliance of conditions of Corporate Governance forms part of this Annual Report.

DETAILS OF DIRECTORS AND KMP:

Directors

The Board of Directors is duly constituted in compliance with the provisions of the Companies Act, 2013 and relevant rules made thereunder, the following are the directors of the Company as on March 31st, 2025

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 the Whole-time director of the Company and has been responsible for contributing to the consistently good performance of the Company.

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

Mr. Abhimanyu Kumar (DIN: 01497152) is the Non- Executive Independent Director of the Company.

Mr. Mukesh Patwa (DIN: 06676976) is the Whole-time director of the Company and have an experience in the field of accounts, finance, MIS and managing the affairs of business of varied nature.

Mr. Dhirendra Radheshyam Maurya (DIN: 00511403) is the Non-Executive Independent Director of the Company and has been a Practicing Company Secretary for the past 13 years. His areas of specialisation are Corporate Law, Corporate Governance, Financial and Regulatory Compliances.

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 - D.

Key Managerial Personnel

In terms of Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following are the Key Managerial Personnel of the Company as on March 31st, 2025:

Mr. Mukesh Patwa is appointed as the Chief Financial Officer (CFO) of the Company to perform the duties assigned to him by the Board of Directors.

Ms. Sunita Gupta Maskara is appointed as the Company Secretary of the Company and is continuing her role for ensuring the due compliances of applicable laws and regulations and to look after the Secretarial work of the Company.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors duly met on 28th May 2024, 19th June 2024, 15th July 2024, 12th August 2024, 14th August 2024, 30th August 2024, 16th October 2024, 14th November 2024, 07th January 2025, 03rd February 2025, 11th February 2025 and 1st March 2025. The maximum gap between two Board Meetings was not more than one hundred and twenty (120) 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) Regulations, 2015 and Schedule IV of the Act, Mrs. Ankita Mundhra, Mr. Abhimanyu Kumar and Mr. Dhirendra Radheshyam Maurya, the Independent Directors of the Company had a separate meeting held on 03rd February, 2025.

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.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the Financial Year ended 31st March, 2025 were on an arms 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. 37 to the Balance Sheet as on 31st March, 2025.

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 Companys 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 Companies Act, 2013 read with the rules issued thereunder and the Listing Regulations, 2015. 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. growingto n. in.

Disclosure regarding Managerial Remuneration 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 is attached to the Boards Report as Annexure - E

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 2024-25 and hence, no disclosure is required to be given by the Board.

The Company has not formed any Corporate Social Responsibility Committee as 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 is not applicable to the Company.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company firmly believes in providing a safe, supportive, and friendly workplace environment. A positive workplace environment and great employee experience are integral part of its culture. Your Company continues to take various measures to ensure a workplace free from discrimination and harassment based on gender.

Your Company has a Sexual Harassment Committee to provide clarity around the process to raise such a grievance and resolved. During the Financial Year 2024-25, there was no complaint as regards sexual harassment received by the Committee during the year. Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are provided in the Business Responsibility and Sustainability Report and Corporate Governance Report forming part of this Annual Report.

MAINTENANCE OF COST RECORDS

The Company is not required to maintain Cost Records.

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 31st 2025, 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, 2025;

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 PROCEEDS PURSUANT TO REGULATION 32 OF SEBI (LISTING OBLIGATION AND 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 between projected 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 shareholders approval by way of Special Resolution for raising the funds upto 7500000 warrants out of which company had 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. The Company has received an amount of Rs. 9,98,99,973.00 towards issue of convertible warrants into Equity Shares (One Equity Share for one warrant issued) on preferential basis and fully utilized Rs. 9,98,99,973.00 till 30.09.2024. 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 Boards Report as Annexure - F.

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 period under review. 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 AND BANKRUPTCY CODE, 2016.

Neither any application was made nor any proceeding is 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 period 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 during the year. We place on record our appreciation for the contributions made by the employees at all levels.

For and on behalf of the Board of Directors
	Sd/-	Sd/-
	VIKRAM BAJAJ	LOKESH PATWA
Place: Mumbai	DIRECTOR	DIRECTOR
Dated: 27/08/2025	DIN:00553791	DIN:06456607