Directors Report of Growington Ventures India Ltd.

Mar 31, 2025

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 31^st, 2025, are being presented with pleasure by your Directors.

FINANCIAL RESULTS

Below is a summary of the Company''s financial results for the Financial Year ended on March 31^st, 2025:

All figures in Rs. (Lakhs.)
Particulars	Stand	alone	Consol	idated
Particulars	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 COMPANY''S 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 Company''s 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 Company''s products.

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

â¢ Financial Performance - Standalone

The Company has achieved total revenue from operations of Rs. 6,108.58/- (in lakhs) for the Financial Year ended 31^st March 2025 as against Rs. 3,034.22 /- (in lakhs) for the Financial Year ended 31^stMarch 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 31^st 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%.

â¢ Financial Performance - Consolidated

The Company has achieved total revenue from operations of Rs. 6351.59/- (in lakhs) for the Financial Year ended 31^st March 2025 as against Rs. 3,430.16/- (in lakhs) for the Financial Year ended 31^stMarch 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 31^stMarch 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 Company''s 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 âReserves and Surplusâ. This item is explained under the head âOther Equityâ forming part of the Balance Sheet, as mentioned in the Page No. 15 of the Standalone Financial Statements.

CAPITAL STRUCTURE:

â¢ 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).

â¢ 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:

â¢ Preferential Allotment

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

â¢ Bonus Issue

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

â¢ 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 31^st, 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 - âConsolidated Financial Statementsâ 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 Auditor''s 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 12^th 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 31^st 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:

â¢ 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.

â¢ Foreign Exchange Earnings and Outgo

The income & expenditure accrued/ incurred during the year are as follows: Rs. (In lakhs)
	Particulars	As on 31^st March, 2025	As on 31^st March, 2024
	Foreign Exchange Earnings	15.94	15.28
	Foreign Exchange Outgoings: Remittance for import of goods done during Current Year - USD 13,55,993.80 (Previous Year - USD 12,63,102.60)	1146.04	1047.29

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 31^st 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 31^st, 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 28^th May 2024, 19^th June 2024, 15^th July 2024, 12^th August 2024, 14^th August 2024, 30^th August 2024, 16^th October 2024, 14^th November 2024, 07^th January 2025, 03^rdFebruary 2025, 11^th February 2025 and 1^st 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 âCorporate Governance Reportâ 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 03^rd 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 31^st March, 2025 were on an arm''s length basis and were in the ordinary course of business. Therefore, the provisions of Section 188 of the Companies Act, 2013 were not attracted. Further, there are no materially significant related party transactions during the year under review made by the Company with Promoters, Directors, or other designated persons which may have a potential conflict with the interest of the Company at large. Thus, disclosure in Form AOC-2 is not required. However, the disclosure of transactions with related party for the year, as per Accounting Standard-18 - Related Party Disclosures is given in Note No. 37 to the Balance Sheet as on 31^stMarch, 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 Company''s policies, safeguarding of its assets, prevention of errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

Internal financial controls with reference to the financial statements were adequate and operating effectively.

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

The Company has formulated and adopted a Nomination and Remuneration Policy in accordance with the provisions of 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 Board''s 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 31^st 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 12^th March, 2022 seek the shareholder''s 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 Board''s 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.

Mar 31, 2024

The fourteenth Annual Report on the Business and Operations of the Company, along with the Audited Accounts of the Company for the Financial Year Ended March 31, 2024, are being presented with pleasure by your Directors.

FINANCIAL RESULTS

Below is a summary of the Company''s financial results for the fiscal year that ended on March 31, 2024:

All figures in Rs. (Lakhs.)

Particulars	Standalone		Consolidated
Particulars	2023-24	2022-23	2023-24	2022-23
Revenue from operations	3,034.22	1,962.56	3,430.16	1,962.56
Other income	74.35	93.75	75.42	93.75
Total income	3,108.57	2,056.31	3,505.58	2,056.31
Total expenses	2,832.75	1,885.48	3,291.08	1,885.48
Profit before exceptional Items and tax	275.82	170.83	214.50	170.83
Exceptional Items	0.00	0.00	0.00	0.00
Profit before tax	275.82	170.83	214.50	170.83
Current tax	7622	44.82	76.22	44.82
Deferred tax	0.48	0.12	0.48	0.12
Short/Excess Provision for Earlier Years	23.61	0.00	23.61	0.00
Tax expenses	100.31	44.94	100.31	44.94
Profit after Tax	175.51	125.89	114.19	125.89

STATE OF COMPANY''S AFFAIRS

We are pleased to inform you that in view of increasing business activities and for strong brand building, the company migrate from SME Platform of BSE Limited to Main Board of BSE Limited and trading approval for listing in Main Board of Bombay Stock Exchange was received as on 21^stNovember, 2023. The 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 increase 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 mid of FY 2022 the Board of Directors decided to shift the company''s 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 2023-24 has come from broad-based performance across markets and industry verticals. The order book continues to be strong, indicating demand for your company''s products.

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

Financial Performance - Standalone

The Company has achieved total revenue from operations of Rs. 3,034.22 lakhs for the Financial year ended 31^st March 2024 as against Rs. 1,962.56 lakhs for the financial year ended 31^stMarch 2023 representing an increase of 54.61%. The Profit before Tax(PBT] for the year ended is Rs. 275.83 lakhs as compared to Rs. 170.82 lakhs for the previous financial year ended 31^st March 2023 representing an increase of 61.47%. During the financial year 2023-24, the Company earned a profit after tax of Rs. 175.51 lakhs as compared to Rs. 125.89 lakhs in the previous financial year representing an increase of 39.43%

Financial Performance - Consolidated

The Company has achieved total revenue from operations of Rs. 3,430.16 lakhs for the Financial year ended 31^st March 2024 as against Rs. 1,962.56 lakhs for the financial year ended 31^stMarch 2023 representing an increase of 74.78%. The Profit before Tax (PBT] for the year was Rs. 214.50 lakhs as compared to Rs. 170.83 lakhs for the previous financial year ended 31^st March 2023 representing an increase of 25.58%. During the financial year 2023-24, the Company earned a profit after tax of Rs. 114.19 lakhs as compared to Rs. 125.89 lakhs in the previous financial year representing a decrease in profit of 09.29%

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

The company makes the duly payment of annual listing fees for the financial year 2024-2025

DIVIDEND

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

RESERVE

During the year under review, the company has 313.54 lakhs amount to âReserves and Surplusâ. This item is explained under the head âb. Other Equityâ forming part of the Balance Sheet, as mentioned in the Page No. 80 of the Standalone financial statements

CAPITAL STRUCTURE

CHANGES IN AUTHORIZED SHARE CAPITAL

The Authorized Capital of the Company is 16,20,00,000/- (Rupees Sixteen Crores Twenty Lacs Only] divided into 16,20,00,000 (Sixteen Crores Twenty Lacs] Equity Shares of Rs. 1/- (Rupee One Only]. There is no change in Authorized Capital of the Company whereas the company has sub-divided/ split the existing equity shares of the Company, such that each Equity Share having face value of Rs. 10/- (Rupees Ten Only] fully paid-up, be sub-divided into 10 (Ten] Equity Shares having face value of Rs. 1/- (Rupee One Only] each, fully paid-up, ranking pari-passu with each other in all respects.

INCREASE IN PAID UP SHARE CAPITAL

There is an increase in paid-up share capital of our Company during the FY 2023-2024. 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.

SUB-DIVISION/ SPLIT THE EXISTING EQUITY SHARES

The company has sub-divided/ split the existing equity shares of the Company, such that each Equity Share having face value of Rs. 10/- (Rupees Ten Only] fully paid-up, be sub-divided into 10 (Ten] Equity Shares having face value of Rs. 1/- (Rupee One Only] each, fully paid-up, ranking pari-passu with each other in all respects.

	Pre-Split/ Sub-division			Post-Split/ Sub-division
Particular s	No. of Shares	Face Valu e (Rs.)	Total Share Capital (in Rs.)	No. of Shares	Face Value (Rs.)	Total Share Capital (in Rs.)
Authorized	1,62,00,000	10/-	16,20,00,000	16,20,00,000	1/-	16,20,00,000
Paid-up	1,60,55,394	10/-	16,05,53,940	16,05,53,940	1/-	16,05,53,940
Subscribed	1,60,55,394	10/-	16,05,53,940	16,05,53,940	1/-	16,05,53,940

DETAILS PERTAINING TO FURTHER ISSUE OF SHARES DURING FY 2023-2024

a) Preferential Allotment of warrants to non- promoter in lieu of equity shares

As reported in financial year 2021-2022, the Company has issued warrants to its Promoters, Promoter Group and Non-Promoters 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 (including premium of Rs. 3.50/- each Share] under Regulation 28(1) of the SEBI (LODR] Regulations, 2015. The holder of the warrants has paid 25% as upfront money i.e. Rs. 2,49,75,000.50 towards share warrants and would need to exercise the option to subscribe to equity shares before the expiry of 18 months from the date of allotment made on 24^th March, 2022 upon payment of the balance 75% of the consideration of warrants.

As per the terms of issue of Convertible warrants, the Board of Directors of the company approves on Board Meeting held on 18^thApril, 2022, 12^th May, 2022 and 04^th June, 2022 the conversion of 5840898, 1351100 & 50000 Warrants into fully paid up equity shares at a Price of Rs. 13.50/-each of face value at a Rs. 10/- each and the board meeting held on 22^nd September, 2023 the Board of Directors of the Company approves the conversion of 158000 Warrants into fully paid up equity shares at a Price of Rs. 13.50/- each of face value at a Rs. 10/- each.

The following are the specifics of the share allocation in FY 2023-2024:

On 22^nd September, 2023, the Company allotted equity shares after receiving the remaining 75% consideration from the holders of158000 warrants, and trading permission was received on December 12,2023.

B) Bonus issue

During the period under review the Company has not issue any Bonus Shares.

Cl Issue ot equity shares with Ditterential Rights, Sweat Equity ESOS etc. It 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 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 OFSECURITIES

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

CHANGE IN THE NATURE OF BUSINESS

There is no Change in the nature of the business of the Company during the year. However, the range of the product is increased.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year i.e., 31^st March, 2024 the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSORTRIBUNALS

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

The Company have 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 during the year under review. Accordingly, details required to be reported in Form AOC-1 is annexed to this report as Annexure -A.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company for the financial year ended 31 March 2024, have been prepared in accordance with the Indian Accounting Standards (IND AS] 110 -âConsolidated Financial Statementsâ 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 Auditor''s 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 FY 2023-2024 is uploaded on the website of the Company at www.growington.in

COMPLIANCE OF SECRETARIAL STANDARDS

During Financial Year 2023-2024, 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

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

BOARD EVALUATION

STATUTORY AUDITORS AND THEIR AUDIT REPORT

The Statutory Auditor M/S D K Chhajer & Co. (FRN 304138E), a chartered accounting firm, was appointed in 12^th Annual General Meeting held on September 26, 2022 for the term of five consecutive year till the conclusion of 16^th AGM.

M/S D K Chhajer & Co. (FRN 304138E), have given the confirmation that they are within the limits prescribed under the section 141 of the 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 31^st March, 2024 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 EXCHANGEEARNING & OUTGO

(A) Conservation of Energy and T echnology Absorption:

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

(B) Foreign Exchange Earnings and Outgo:

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

Particulars	As on 31 March, 2024	As on 31 March, 2023
Foreign Exchange Earnings	15.28	7.40
Foreign Exchange Outgoings:	1047.29	738.54
Remittance for import of goods done during Current Year -USD 1,263,102.60 (Previous Year- USD 896,695.00]	1047.29	738.54

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 AUDITORS

The Company has re-appointed Mr. Prem Suman (M. No. 066806] Partner of P. Suman & Associates (Firm Registration No. 327089E] as Internal Auditor of the Company for the Financial Year 20242025 in accordance with Section 138 of the Act, read with the Companies (Accounts] Rules, 2014.

SECRETARIAL AUDITORS

In accordance with provisions of Section 204, of the Companies Act, 2013, the Company had reappointed M/S Santosh Singh & Associates, Practicing Company Secretaries for the Financial Year 2024-2025.

The Secretarial Audit Report for the financial year 2023-2024 is annexed to this report as Annexure -C.

CORPORATE GOVERNANCE REPORT

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

DETAILS OF DIRECTORS AND KMP Directors and Key Managerial Personnel

The Board of Directors is duly constituted in compliance with the provisions of the Companies Act, 2013 and relevant rules made thereunder.

Mr. Mukesh Patwa holding DIN : 06676976 was appointed as a Whole time Director on the Board of the company for a period of 5 Years from the date of his appointment i.e, 13th December, 2023 and Mr. Dhirendra Radheshyam Maurya holding DIN : 00511403 was appointed as an Independent Director on the Board of the company for a first term of period of 5 Years from the date of his appointment i.e, 13th December, 2023. The members of the Company also approved the appointment of both the directors through postal ballot.

Mr. Vikram Bajaj (DIN: 00553791] is the promoter as well as the Non- Executive director of the Company. The Company expresses its appreciation for value contribution made by him during his tenure on the board of the Company

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

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

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

Mr. Mukesh Patwa (DIN : 06676976] is 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 including tours and travels industry.

Mr. Dhirendra Radheshyam Maurya (DIN : 00511403] is Non-Executive Independent Director of the Company and has been a Practicing Company Secretary for the past 13 years. His knowledge of Corporate Law, Corporate Governance , financial and regulatory compliances is extensive.

KEY MANAGERIAL PERSONNEL:

Mr. Parveen Kumar is appointed as Chief Financial Officer (CFO] w.e.f. 22nd August, 2023 to perform the duties assigned to him by the Board of Directors.

Ms. Sunita Gupta Maskara (PAN: BIQPG0067G] was appointed as the Company Secretary of the Company with effect from 22-01-2019. From there, she is continuing her role as the Company Secretary of the company to look after the Secretarial work of the company.

A certificate has been received from Practicing Company Secretaries - M/S Santosh Singh & Associates, pursuant to SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015, that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such statutory authority. The same is annexed to this Report as Annexure - D.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors duly met on 01^st April , 2023; 13^th April, 2023; 30^th May, 2023, 15^th July

2023, 16^th August, 2023; 22^nd August 2023; 07^th September, 2023; 22^nd September, 2023; 12^thOctober, 2023; 27^th October, 2023; 31^st October, 2023; 08^th November, 2023,14^th November 2023, 13^th December, 2023, 08^th January, 2024; 10^th January, 2024; 18^th January, 2024; 05^th February

2024, 26^th February 2024; and 27^th March 2024 the maximum gap between two Board meetings was not more than one hundred and twenty days as per the Section 173(1] of the Companies Act, 2013.

COMMITTEES OF BOARD

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.

MEETING OF INDEPENDENT DIRECTORS

As required under Regulation 25(3] of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 and Schedule IV of the Act, Mrs. Ankita Mundhra, Mr. Abhimanyu Kumar and Mr. Dhirendra Radheshyam Maurya, the Independent Directors of the Company had a separate meeting held on 05^th February, 2024.

PARTICULARS OF EMPLOYEES

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year ended 31^st March, 2024 were on an arm''s length basis and were in the ordinary course of business. Therefore, the provisions of Section 188 of the Companies Act, 2013 were not attracted. Further, there are no materially significant related party transactions during the year under review made by the Company with Promoters, Directors, or other designated persons which may have a potential conflict with the interest of the Company at large. Thus, disclosure in Form AOC-2 is not required. However, the disclosure of transactions with related party for the year, as per Accounting Standard-18 - Related Party Disclosures is given in Note No. 35 to the Balance Sheet as on 31^stMarch, 2024

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

Internal financial controls with reference to the financial statements were adequate and operating effectively.

POLICY_ON APPOINTMENT AND REMUNERATION OF_DIRECTORS,

KEYMANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

The Company has formulated and adopted a Nomination and Remuneration Policy in accordance with the provisions of Act read with the Rules issued thereunder and the Listing Regulations. The said Policy of the Company, inter alia, formulates the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board of Directors of the Company and persons in the Senior Management of the Company, their remuneration and such other matters as provided

under sub-section (3) of Section 178 of the Act.

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 Board''s 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 2023-2024 and hence, no disclosure is required to be given by the Board.

The Company has not formed any Corporate Social Responsibility Committee because the provisions of Section 135 of the Companies Act, 2013 relating to formation of such a Committee and the formulation of a Corporate Social Responsibility Policy do not apply to the Company.

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 parts 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 2023-24, there was no complaint as regards sexual harassment received by the Committee during the year.

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 31^st 2024, the applicable accounting standards have been followed and there are no material departures from the same.

c) and of the profit of the Company for the year ended on that date;

d) 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;

e) the directors have prepared the annual accounts on a ''going concern'' basis.

f) 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

g) 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

STATEMENT OF DEVIATION AND/ OR VARIATION IN UTILIZATION OF PUBLIC ISSUE PROCEEDS PURSUANT TO REGULATION 32 OF SEBI (LISTING OBLIGATION AND DISCLOSURE REQUIREMENTS) REGULATION, 201 5

As per Regulation 32 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, the Company have submitted to the stock exchange, the statement indicating deviation, if any, in the use of proceeds from the objects stated in the offer document, indicating category wise variation (capital expenditure, working capital etc.) 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 12^th March, 2022 seek the shareholder''s approval by way of Special Resolution for raising the funds upto 7500000 warrants out of which company has issued 73,99,998 warrants at a price of Rs. 13.50/- each entitling them for subscription of equivalent number of Equity Shares of Rs. 10/- each .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 utilized Rs. 8,60,00,000.00 till 31.03.2024. 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 Board''s 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 year. The Vigil Mechanism/ Whistle Blower Policy is available on the website of the Company at www.growington.in.

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

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

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

ACKNOWLEDGEMENTS

For and on behalf of the Board of Directors

Sd/- Sd/-

VIKRAM BAJAJ LOKESH PATWA

Place :Mumbai Director Director

Dated : 30/08/2024 DIN: 00553791 DIN:06456607

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Fifth Annual Report on the business and operations of the Company together with the Audited Accounts of the Company for the financial year ended March 31, 2015.

FINANCIAL RESULTS:

The Company's financial performance for the year ended March 31, 2015 is summarized below:- Amount in (Rs.)

Particulars Year ended Year ended 31st March 2015 31st March 2014

Total Income 3,21,14,877.93 17,880,238.80

Profit Before Tax

(6,34,621.06) 1,95,512.34

Less : Current Tax (706.00) 71,221.52

Less: Short provision for earlier years (3655.47) 0.00

Profit After Tax (6,38,982.53) 1,24,290.82

Dividend

Due to the insufficient profit of the company, your directors regret their inability to declare any dividend for the year.

Reserves

The company has not transferred any amount out of the profit earned to reserve account during the year under review.

Listing on SME Platform

Your directors are please to inform you that the securities of the company have been listed on the SME platform of BSE on 14th of July, 2015 and the company has paid listing fees for the Financial year 2014 - 15.

State of Company's affair

The company has recently obtained listing status on the SME platform of Bombay Stock Exchange by making the Initial Public Offer of Rs 1,56,00,000/-. The proceeds from the issue have temporarily been invested in liquid funds.

With this new success the company is planning and making arrangement to expand its business not only in the domestic market but also trying to create a niche in the international market. Expansion is being implemented at various phases by which the benefits will accrue to the shareholders in the coming financial year.

The company has also made plans to enter into alliance with various tourism bodies including International Air Transport Association as well as the Domestic Tour Operators. The necessary study is being carried out for the expansion of the said business activities.

Change in the nature of business

There is no Change in the nature of the business of the Company during the year.

Material changes and commitments

There is no material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report.

Significant and material orders passed by the regulators or courts or tribunals

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

Details of Subsidiary/Joint Ventures/Associate Companies

The Company does not become or ceased to be or have any subsidiary/Joint Ventures/ Associate Companies during the year.

Statutory Auditors

Pursuant to the provisions of Section 139 of the Act and the rules framed there under, M/s. P. Suman & Associates, Chartered Accountants, (Firms Registration No. 327089E), Statutory Auditors of the company, hold office till the conclusion of the ensuring annual general meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made would be within the prescribed limits under the Act and that they are not disqualified for reappointment.

The Notes on financial statement referred to in the Auditors Report are self explanatory and do not call for any further comments. The Auditors Report does not contain qualification reservation or adverse remark.

Auditors' Report

The Auditor of the company has not made any qualification, reservation or adverse remark or disclaimer in his report.

Extract of the Annual Return

The extract of the annual return in Form MGT - 9 is annexed herewith and form part of this Board's report.

Conservation of energy, technology absorption and foreign exchange earning & outgo

The company is not an industrial company and therefore the details of conservation of energy, technology absorption is not applicable to the company.

Foreign exchange earnings & outgo :

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

Tour package expenses : Current year : Rs : 1305483.44 (P. Y. Rs 23,76,826.94)

Hotel Charges : Current year : Rs. Nil ( P.Y. : 71,582.50)

Details of Directors and KMP Changes:

DIRECTORS:

Ms. Jasprit Kaur (DIN: 06538717)and Mr. Bikash Lath (DIN: 00484090)ceased to be Directors with effect from 26.03.2015 as well as Ms. Vinita Bajaj (DIN: 02607140) ceased to be Director with effect from 21.04.2014.Your Directors would like to record their appreciation of the services rendered by them during their tenure of office as Director of the Company.

During the year under review, Mr. Lokesh Patwa (DIN: 06456607) was re-appointed as whole time director with effect from 21.03.2015 and will be liable to retire on 20.03.2018.

Further, Ms. Neha Shukla (DIN: 07113516) and Ms. Kiran Kaur Walia (DIN: 07113515) were appointed as Independent Directors with effect from 26.03.2015.

KEY MANAGERIAL PERSONNEL:

Mr. Himanshu Jha (PAN: ALRPJ8928N) is being appointed as the Chief Financial Officer of the company with effect from 26.03.2015 to look after the financial matters of the company. Ms. Priya Agarwal (ACS: 38800) is being appointed as the Company secretary & Compliance Officer of the company with effect from 26.03.2015 for carrying out the compliance activities of the company.

Number of meetings of the Board of Directors

During the year 16 Board Meetings were convened and held. The dates of Board Meeting are as follows:

Sl. No. Particulars Date

1. Board Meeting 21st April 2014

2. Board Meeting 28th April 2014

3. Board Meeting 24th May 2014

4. Board Meeting 19th July 2014

5. Board Meeting 28th July 2014

6. Board Meeting 29th August 2014

7. Board Meeting 15th September 2014

8. Board Meeting 30th September 2014

9. Board Meeting 21st November 2014

10. Board Meeting 05th January 2015

11. Board Meeting 21st January 2015

12. Board Meeting 02nd February 2015

13. Board Meeting 16th February 2015

14. Board Meeting 03rd March 2015

15. Board Meeting 05th March 2015

16. Board Meeting 26th March 2015

Particulars of loans, guarantees or investments U/S 186

There have been no loans, guarantees and investments under Section 186 of the Act during the financial year 2014-15.

Particulars of contracts or arrangements with related parties

The Company has entered into the following contract / arrangements with its group company in the ordinary course of business -

Rent paid to VMV Arts Pvt Ltd during the F.Y. 14-15 - Rs. 1680007-Remuneration paid to Lokesh Patwa during the FY 14-15 - Rs. 240000/-

Risk management policy

The Board has constituted a business risk management committee which shall be responsible for framing, implementing and monitoring the risk Management plan for the company. At present the company has not identified any element of risk which may threaten the existence of the company

Particulars of Employees

The Company have no employee drawing a remuneration of Rs. 6,000,000( Rupees Sixty lacs) per annum or part there of 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.

Directors' Responsibility Statement

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

1) That in the preparation of the annual account the applicable accounting standards has been followed and there are no material departures from the same.

2) That 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, 2015 and of the profit of the Company for the year ended on that date;

3) That 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;

4) That the directors have prepared the annual accounts ongoing concern basis.

5) 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

6) That the directors have devised proper system to ensure compliance with the provisions of applicable laws and such systems are adequate and operating effectively.

Your Directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a) Details relating to deposits covered under Chapter V of the Act.

b) Issue of equity shares with differential rights as to dividend, voting or otherwise.

c) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

d) Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

e) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

Acknowledgements

An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.

For and on behalf of the Board of Directors

Sd/- Vikram Bajaj Director DIN: 00553791

Place: Kolkata Date: 04.09.2015

Mar 31, 2012

Dear Members,

Your directors hereby submit their annual Report for the year ended 31st March, 2012 together with the audited Balance Sheet as at 31st March, 2012 and the Profit & Loss Account for the period ended on that date. The summarized financial results are as under.

Financial Highlights

The Company has incurred after tax profit of Rs. 35,964.00/- in the current Financial Year.

Dividend

In view of to augment working capital requirements your Directors do not recommend any dividend for the financial year ended on 31st March, 2012,

Director's Responsibility Statement

Your Directors state that:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure;

b) They had selected such accounting policies and applied them consistency and made judgment 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 or loss of the company for that period;

c) They had taken proper and sufficient care for maintenance of adequate accounting records, in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and delecting fraud and other irregularities;

d) They had prepared the annual accounts on a going concern basis,

Auditors

Gangeshwar Sharma & Associates, Chartered Accountants, at the conclusion of the ensuing Annual General Meeting being eligible, offer themselves for appointment, A certificate U/S 2240 B) of the Companies Act, 1956 has been obtained from them. The members are requested to consider their appointment and fix the remuneration if so appointed,

Employees

Statement as required under section 217(2A) of the Companies Act 1956 read with Companies (Particulars of Employees) (Amendment.: Rules 1988 is not applicable to the Company.

Energy Conservation, Research Development & Foreign Exchange Eaming/Outgo:

The Company did neither own any manufacturing facility nor had any export business. Therefore, the disclosure of particulars pursuant to section 217(l)(e) of the Companies Act, 1956 is not required.

Statutory Information

The Company being basically in the financial sector, requirement regarding disclosure of particulars of conservation of energy and technology absorption prescribed under Section 2l7(l)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 is not applicable.

Place: Kolkata By order of the Board

Dated: The 11th Day of June, 2012 For VMV TOURS & TRAVELS PVT LTD

Director

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