డైరెక్టర్ల నివేదిక Billionbrains Garage Ventures Ltd.

Your Directors have the pleasure of presenting the Eighth Annual Report together with Audited Financial Statements for the financial
year ended March 31,2026.

1. FINANCIAL PERFORMANCE

Key highlights of Consolidated Financial
Performance

During the financial year 2025-26, the consolidated gross
income of the Company stood at '' 48,158.76 million as
compared to '' 40,616.45 million in the previous year,
reflecting an increase of 19%. The Company reported
a profit before tax of '' 28,214.11 million, an increase of
15% over the previous year''s profit of '' 24,637.82 million.
The profit after tax increased to '' 20,830 million from
'' 18,243.73 million in the previous year. The increase in

the profitability was primarily on account of revenue from
operations which grew to '' 46,445.79 million during the
year under review from '' 39,017.23 million in the previous
year, due to rise in active user base and higher platform
activity, further supported by increase in Margin Trading
Facility (MTF) book and Loan portfolio.

The consolidated financials reflect the cumulative
performance of the Company together with its various
subsidiaries, and associate company.

Key highlights of Standalone Financial
Performance

On a standalone basis, the Company''s gross income
stood at '' 33,327.50 million for the financial year ended
March 31, 2026 as compared to '' 29,101.85 million in
the previous year, registering an increase of 19%. The
profit before tax for the financial year ended March 31,
2026 increased to '' 21,811.70 million, reflecting a rise
of 10% from '' 19,867.33 million in the previous year. The
profit after tax during the year under review increased to
'' 16,297.37 million from '' 14,915.59 million, registering a
growth of 9% over the previous year.

The standalone and consolidated financial statements,
along with the relevant documents and audited financial
statements for each subsidiary, as required under Section
136 of the Companies Act, 2013, are available on the
website of the Company at groww.in/FinancialPerformance.

2. STATE OF THE COMPANY''S AFFAIRS AND
BUSINESS OVERVIEW

The Company is the largest and fastest-growing investment
platform in India by active users on the National Stock
Exchange. The Company operates a direct-to-customer
digital investment platform offering a diversified suite of
financial products and services supported by a robust in¬
house technology infrastructure, the Company delivers a
simple, efficient, and user-friendly investing experience
through its mobile and web interfaces.

The Company adopts a customer-centric approach
focused on long-term engagement. By providing timely
market updates, research content, and personalized
communication through various digital channels, it seeks
to enhance customer participation and enable informed
decision-making.

The products offered by the Company and its subsidiaries
are broadly classified into:

a) Mutual Funds

The platform facilitates investments in direct mutual fund
schemes across asset management companies in India,
including Groww Mutual Fund, through both systematic
investment plans (SIPs) and lump sum modes, without
charging transaction fees to customers.

b) Broking Services

Broking services provide access to equity, commodities and
bond markets. Users can trade in equities and derivatives
listed on recognized stock exchanges, and participate in
initial public offerings. The platform provides a fully digital
journey supported by real-time data and analytical tools.

c) Other Products and Services

• Margin Trading Facility (MTF): The Company enables
customers to purchase exchange-approved securities
by partially funding trades, with the balance funded
by the Company for a specified period. The platform
provides transparent trade summaries, including
funding details, interest, and applicable charges.

• Consumer Credit: Through the "Groww Credit"
application, the Company offers:

¦ Personal loans; and

¦ Loans Against Securities (LAS), enabling
customers to pledge their investments to
access credit.

• 915 by Groww (Trading Terminal): An advanced
trading platform designed for active traders,
particularly in the derivatives segment, offering high¬
speed execution, real-time insights, and customizable
trading tools.

• Groww Prime: A premium offering providing
personalized insights, portfolio guidance, and
research-backed recommendations in regular mutual
funds to support long-term wealth creation for users.

• W by Groww: A dedicated offering for affluent
customers, providing personalized portfolio insights,
advisory services, and access to a diversified range
of wealth management solutions.

The Company has its own payments and back
office platforms which makes the experience of the
users seamless.

3. KEY DEVELOPMENTS

a) Conversion of Company into Public Company

The Board of Directors approved the proposal for conversion
of company from private limited company to public limited
company by passing a resolution dated January 29, 2025
and subsequently the members approved by passing a
special resolution dated February 21,2025.

The conversion was duly approved by the Registrar of
Companies, Central Processing Centre (ROC, CPC),
on April 11, 2025. Upon approval, a ''Certificate of
Incorporation Consequent upon conversion to public
company'' was issued in the name of Billionbrains Garage
Ventures Limited, bearing Corporate Identification
Number (CIN): U72900KA2018PLC109343. Further,
post listing the CIN of the Company was updated
to L72900KA2018PLC109343.

b) Initial Public Offering & Listing of Equity Shares of
the Company

During the year under review, your Company initiated an
Initial Public Offering (IPO) comprising a Fresh Issue of
Equity Shares aggregating up to ? 10,600.00 million and
an Offer for Sale of up to ? 55,723.01 million by certain
existing members (collectively referred to as the "Offer").

The issue opened on November 04, 2025 and closed on
November 07, 2025. The issue was led by Book Running
Lead Managers, viz., Kotak Mahindra Capital Company
Limited, J.P. Morgan India Private Limited, Citigroup Global
Markets India Private Limited, Axis Capital Limited and
Motilal Oswal Investment Advisors Limited.

Pursuant to the IPO, the equity shares of the Company are
listed on the National Stock Exchange of India Limited (NSE)
and BSE Limited (BSE) effective November 12, 2025.

Utilisation of IPO proceeds

During the year under review, the proceeds from the IPO
were utilized in accordance with the objects stated in the
Prospectus dated November 07, 2025, and in compliance
with Regulation 32 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations"). There were no deviations or variations in the
utilization of the said proceeds from the stated objects of
the Prospectus.

The Company has appointed CRISIL Ratings Limited as
the Monitoring Agency and has obtained the requisite
Monitoring Agency Reports. In line with the requirements of
Regulation 32 of the SEBI Listing Regulations, the Company
has duly submitted the necessary statements and reports
to the stock exchanges, namely, NSE and BSE, within the
prescribed timelines.

4. CREDIT RATING

Your Company''s financial discipline and prudence is
reflected in the strong credit ratings prescribed by credit
rating agencies. The following credit ratings were assigned
to the Company:

5. AWARDS AND ACCOLADES

During the financial year 2025-26, Groww has received
several prestigious awards and honours, reflecting
excellence across various domains as below:

• In October 2025, Groww received 4 awards
from Bombay Stock Exchange under the
following categories:

¦ Best SIP Performer

¦ Best Performer in Fintech

¦ Best Performer in Equity (Retail)

¦ Best Performer in Equity Derivatives (Retail)

• In December 2025, Mr. Lalit Keshre, Whole-Time
Director, and CEO, was named Entrepreneur of the
Year at the ET Awards for Corporate Excellence 2025.

• In February 2026, Mr. Harsh Jain, Whole-Time
Director, received the Zee Real Heroes Award 2026.

• In March 2026, Groww was awarded Startup of the
Year at Forbes India Leadership Award.

6. DIVIDEND

During the financial year under review, the Board has not
recommended any dividend. In terms of Regulation 43A of
SEBI Listing Regulations, the Dividend Distribution Policy is
available on the Company''s website and can be accessed
at groww.in/Dividend.

7. TRANSFER TO GENERAL RESERVES

The Board has not proposed to transfer any amount to
the general reserve for the financial year ended March
31, 2026.

8. SUBSIDIARY COMPANIES, ASSOCIATE
COMPANIES AND JOINT VENTURE COMPANIES

a) As on March 31,2026, the Company has 12 (Twelve)
direct subsidiaries, 4 (Four) step-down subsidiaries
and 1 (one) associate, and does not have any
joint venture.

b) During the year under review, the following Companies
were incorporated or added as a Wholly-Owned
Subsidiary or Step-Down Subsidiary:

• Finwizard Technology Private Limited (Finwizard)
- The Company acquired Finwizard w.e.f.
October 03, 2025 and it became Wholly-Owned
Subsidiary w.e.f October 03, 2025. Further, Winiin
Taxscope Private Limited, Finwizard Securities
Private Limited and Finwizard Technology
Services Private Limited, being Wholly-Owned
Subsidiary of Finwizard, became Step-Down
Subsidiary of the Company from the said date.

• Groww Foundation (Section 8 Company) -
was incorporated on February 02, 2026 being
company limited by Guarantee and Wholly-
Owned Subsidiary of the Company. Groww
Foundation shall, inter alia, undertake activities
relating to social development, education,
environmental sustainability, research,
culture, community engagement, and other
philanthropic initiatives.

c) The Company has entered into a Share Subscription
and Share Purchase Agreement (SSPA) and a
Shareholders'' Agreement (SHA) with Groww Asset
Management Limited (Groww AMC) (a wholly-owned
subsidiary) and State Street Global Advisors, Inc.
(SSGA) for a proposed investment in Groww AMC.
Pursuant to the SSPA, SSGA has agreed to invest
up to ? 5,800.27 million through a combination of
secondary share purchase and primary subscription,
resulting in a dilution of up to 23% of the fully diluted
share capital of Groww AMC, subject to necessary
regulatory approvals; however, upon completion of
the transaction, SSGA will not hold more than 4.99%
of the aggregate voting power in Groww AMC.
Consequently, upon consummation of the proposed
transaction, Groww AMC will cease to be a Wholly-
Owned Subsidiary but will continue to remain a
Subsidiary of the Company.

In accordance with the Companies Act, 2013 read
with rules framed thereunder, a statement containing
the salient features of the financial statements of
the subsidiaries of the Company in form AOC-1 is
annexed as Annexure I.

In accordance with Section 136 of the Companies Act,
2013, the Audited Standalone Financial Statements
of the Company, Audited Consolidated Financial
Statements and other related information, along with
the audited financial statements of the subsidiaries,
are available for inspection at the Company''s
registered office and can also be accessed at
groww.in/FinancialStatements.

The Board of Directors of the Company has adopted
a Policy for determining material subsidiaries in line
with the SEBI Listing Regulations and is available
on the Company''s website and can be accessed at
groww.in/PolicyonMaterialSubsidiaires. Accordingly,
Groww Invest Tech Private Limited and Groww
Creditserv Technology Private Limited are
categorized as material subsidiary(s) of the Company
as per the thresholds laid down under the SEBI
Listing Regulations.

9. CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business during

the year under review.

10. SHARE CAPITAL

Authorised Share Capital

As on March 31, 2026, the Authorized Share Capital of

the Company is '' 5000,00,00,000 (Rupees Five Thousand

Crores Only) comprising of:

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

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

The changes in Authorised Share Capital during the year:

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

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

(ii) During the year under review, the members vide their
resolution dated May 06, 2025, amended the capital
clause in Memorandum of Association by reclassifying
the Class A Equity Shares into Equity Shares and
increased the Authorised Share Capital from
? 2000,00,00,000 (Rupees Two Thousand Crores
Only) to ? 5000,00,00,000 (Rupees Five Thousand
Crores Only) comprising of:

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

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

Issued, Subscribed and Paid-up share Capital:

The Issued, Subscribed and Paid-up share capital of the Company as on March 31, 2026, is 6,273,596,631 Equity Shares of
face value of '' 2 each amounting to '' 12,54,71,93,262 (Rupees One Thousand Two Hundred and Fifty-Four Crores Seventy-
One Lakhs Ninety-Three Thousand Two Hundred and Sixty-Two).

The changes during the year were as follows:

¹ The Company allotted 100,000,000 equity shares of ? 2 each to the Groww Employee Welfare Trust in connection with its ESOP Scheme
2024, to facilitate transfer of shares upon exercise by employees. As on March 31, 2026, 17,980,291 shares have been transferred to
employees upon exercise of vested options, and the Groww Employee Welfare Trust holds the remaining 82,019,709 shares.

11. DIRECTORS & KEY MANAGERIAL PERSONNEL
Board of Directors

During the year under review, the Board of Directors of the Company consisted of nine Directors, comprising four Executive
Directors, one Non-Executive Director (Nominee), and four Non-Executive Independent Directors. The Board includes two
women Non- Executive Independent Directors. The composition of the Board is in compliance with the provisions of Section
149 of the Companies Act, 2013, and Regulation 17 of the SEBI Listing Regulations. None of the Directors are disqualified or
debarred from holding or continuing in office as a Director under Sections 164(1) or 164(2) of the Companies Act, 2013. The
details of the Board composition as on March 31, 2026 are provided below:

*Mr. Ashish Agrawal, Non-Executive Director (Nominee) has resigned from the Board effective from April 20, 2026. As on date of signing
of this report, the Board consists of eight Directors, comprising of four Executive Directors, and four Non-Executive Independent Directors
including two women Non-Executive Independent Directors.

Appointment / re-appointment or redesignation
or resignation of Director(s)

During the year under review, Mr. Lalit Keshre, Mr. Ishan
Bansal, Mr. Harsh Jain, and Mr. Neeraj Singh were appointed
as Whole-Time Directors of the Company for a period of
five years, effective April 08, 2025. Their appointments
were approved by the members at the Extra-Ordinary
General Meeting held on May 06, 2025. Further, Mr. Ashish
Agrawal was re-designated as Nominee Director w.e.f. April
08, 2025.

In accordance with the provisions of Section 152 of the
Companies Act, 2013 and Articles of Association of the
Company, Mr. Neeraj Singh (DIN: 07701992) is liable to
retire by rotation at the ensuing Annual General Meeting
(AGM) and being eligible, offers himself for re-appointment.
The Board recommends the re-appointment of Mr. Neeraj
Singh (DIN: 07701992) as Director for shareholder''s
approval at the ensuing AGM. A brief profile, expertise of
Director and other details as required under the Companies
Act, 2013, Regulation 36 of the SEBI Listing Regulations and
Secretarial Standards - 2 notified by Ministry of Corporate
Affairs related to the Director proposed to be reappointed
is annexed to the Notice convening the 8th AGM.

During the year under review, the Non-Executive/
Independent Directors of the Company had no pecuniary
relationship or transactions with the Company, other than
sitting fees, commission and reimbursement of expenses,
if any.

Post completion of financial year under review, Mr. Ashish
Agrawal, Non-Executive Director (Nominee) has resigned
from the Board effective from April 20, 2026.

Key Managerial Personnel as on March 31,2026

The Key Managerial Personnel (''KMP'') of the Company as
per Section 2(51) and Section 203 of the Companies Act,
2013 are as follows:

*Mr. Lalit Keshre was appointed as Whole-Time Director and Chief
Executive Officer w.e.f. April08,2025. And the appointment as Whole¬
Time Director was approved by members on May 06,2025.

@Mr Harsh Jain was appointed as Whole-Time Director w.e.f. April 08,
2025 and the same was approved by members on May 06,2025.
#Mr Ishan Bansal was appointed as Whole-Time Director and Chief
Financial Officer w.e.f. April 08,2025. And the appointment as Whole¬
Time Director was approved by members on May 06,2025.

$Mr. Neeraj Singh was appointed as Whole-Time Director w.e.f. April
08,2025and the same was approved by members on May06,2025.
"Mr. Roshan Dave was redesignated as KMP and Compliance Officer
w.e.f. April 08,2025.

12. BOARD MEETINGS

During the financial year under review the Board met 19
(Nineteen) times. The intervening gap between any two
Board meetings were within the period prescribed by the
Companies Act, 2013 and SEBI Listing Regulations. Details
of the meetings of the Board along with the attendance
of the Directors therein have been disclosed as part of
the Corporate Governance Report forming part of this
Annual Report.

13. COMMITTEES OF THE BOARD

The Board has constituted the following committees on April
08, 2025, which are in compliance with the requirements
of the relevant provisions of the Companies Act, 2013 and
SEBI Listing Regulations:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders Relationship Committee

d) Risk Management Committee

e) Corporate Social Responsibility Committee

Details of meetings of the Board Committees held during
the financial year 2025-2026 along with information
relating to attendance of each Director/Committee member
is provided in the Corporate Governance Report, which
forms part of this Annual Report.

14. BOARD EVALUATION

In accordance with the provisions of the Companies Act,
2013 and the SEBI Listing Regulations, the Company
has implemented a formal, structured, and transparent
process for the annual evaluation of the performance
of the Board as a whole, its various committees, the
chairperson of the Board, and individual directors including
independent directors.

The Nomination and Remuneration Committee ("NRC"),
defined the evaluation framework and criteria, which focus
on both qualitative and quantitative aspects of governance.
The evaluation process focused on various aspects of
the Board and Committees'' functioning including their

composition, experience, competencies, governance
issues, attendance and contribution of individual directors
and exercise of independent judgement.

The questionnaires were circulated online through a
secured application. The responses provided by the
Directors and recommendations made by them were
reviewed and discussed by the NRC and the Board at their
respective meetings.

Additionally, a meeting of the Independent Directors of
the Company was held on March 14, 2026 without the
presence of Non-Independent Directors and members of
the Management. During this meeting, the Independent
Directors reviewed the performance of Non-Independent
Directors, the Chairperson and various Committees
of the Board. They also assessed the quality, quantity
and timeliness of the flow of information between the
Management and the Board. The Independent Directors
expressed their satisfaction regarding the overall
functioning of the Board and its Committees for the financial
year 2025-26.

Outcome of Evaluation

The evaluation process reaffirmed the Board Members''
confidence in the Company''s high ethical standards, the
strong sense of cohesiveness among the Directors, and
the constructive relationship between the Board and the
Management. It also reflected the Management''s openness
in sharing strategic and relevant information, thereby
enabling the Board Members to effectively discharge their
responsibilities and duties.

15. DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149 of the Companies
Act, 2013 and SEBI Listing Regulations, the Independent
Directors of the Company have submitted the requisite
declaration, confirming that each of them meets the criteria
of independence as prescribed under the Companies Act,
2013 read with rules made thereunder and SEBI Listing
Regulations. They have also confirmed that they continue
to comply with the code of conduct laid down under
Schedule IV of the Companies Act, 2013.

Further, in accordance with Regulation 25(8) of SEBI Listing
Regulations, the Independent Directors have confirmed that
they are not aware of any circumstance or situation which
exists or may be reasonably anticipated that could impair or
impact their ability to discharge their duties independently.

In terms of Section 150 of the Companies Act, 2013
read with Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014, the Independent

Directors have also confirmed that they have registered
themselves with the databank maintained by the Indian
Institute of Corporate Affairs ("IICA") and they have
complied with the applicable requirements of the online
proficiency self-assessment test conducted by the IICA.

Accordingly, based on the said declarations and after
reviewing and verifying its veracity, the Board is of the
opinion that the Independent Directors are persons
of integrity, possess relevant expertise, experience,
proficiency, fulfil the conditions of independence specified
in the Companies Act, 2013 and SEBI Listing Regulations
and are independent of the management of the Company.

16. POLICY ON DIRECTORS'' APPOINTMENT AND
REMUNERATION

The Company recognises and values the importance of a
diverse culture on its Board, believing that well-balanced
composition enhances decision making by leveraging
different skills, qualifications, professional experience
and gender diversity. A diverse Board fosters innovation,
accountability and strategic insight, contributing to the
Company''s long-term success.

Pursuant to Section 178(3) of the Companies Act, 2013
and Regulation 19 and Schedule II Part D of the SEBI Listing
Regulations, the Nomination and Remuneration Committee
of the Company has formulated the policy on appointment
and remuneration for Directors, KMP and Senior Managerial
Personnels (SMPs) of the Company (Policy). This Policy
is guided by the principles and objectives enumerated
in Section 178(4) of the Companies Act, 2013 and
Regulation 19 read along with Schedule II Part D of the
SEBI Listing Regulations.

The salient features of the Policy are that it lays down
the parameters:

• Based on which payment of remuneration (including
sitting fees and remuneration) should be made to
Independent Directors (''IDs'') and Non-Executive
Directors (''NEDs'').

• Based on which remuneration (including fixed salary,
benefits and perquisites, bonus/performance linked
incentive, retirement benefits) should be given to
Whole-Time Directors, KMPs and SMPs.

The Nomination and Remuneration Policy (NRC Policy) of
the Company was initially adopted by the Board of Directors
on April 08, 2025, and subsequently amended on April 20,
2026. The amendment was carried out to incorporate
provisions for long-term incentive compensation for

Whole-time Directors, payable in accordance with the limits
prescribed under the Companies Act, 2013 and the SEBI
Listing Regulations. The said amended policy is available
on the website of the Company and can be accessed at
groww.in/NRCPolicy.

17. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details
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
are provided in the prescribed format and appended as
Annexure II to this Report.

The statement containing particulars of the top 10
employees and the employees drawing remuneration in
excess of limits prescribed under Section 197(12) of the
Companies Act, 2013 read with Rule 5(2) and (3) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is provided in the Annexure forming
part of this Report. Further, the report and the accounts
are being sent to the members excluding the aforesaid
annexure. In terms of Section 136 of the Companies
Act, 2013, the said Annexure will be open for inspection
upon request by the Members. Any Member interested
in obtaining such particulars may write to the Company
Secretary at [email protected].

18. AUDITORS AND AUDIT REPORT
Statutory Auditors

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

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

The Auditor''s Report both on standalone and consolidated
annual financial statements of the Company for the financial
year ended March 31, 2026, forms part of the Annual
Report. The said reports were issued by the Statutory
Auditors with an unmodified opinion and do not contain
any qualifications, reservations or adverse remarks. During
the year under review, the Auditors have not reported any
incidents of fraud to the Audit Committee under Section
143(12) of the Companies Act, 2013. The notes referred
to in the Auditor''s Report are self-explanatory and therefore
do not call for any further explanation and comments.

Secretarial Auditors

In terms of the provisions of Section 204 of the Companies
Act, 2013 read with Rule 9 of Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
as amended from time to time and Regulation 24A of the
SEBI Listing Regulations, your Company had appointed M/s
Nilesh Shah & Associates, Practising Company Secretaries
(FRN P2003MH008800) to conduct the Secretarial Audit
of the Company for the financial year 2025-26.

The Secretarial Audit Report of your Company does not
contain any qualification, reservation, adverse remark
or disclaimer.

Further, in compliance of Regulation 24A of the SEBI Listing
Regulations, Company''s unlisted material subsidiaries had
also undergone a Secretarial Audit and the Secretarial
Audit Reports of the Company and its unlisted material
subsidiaries thereto in the prescribed Form No. MR-3
is attached as Annexure III(A), Annexure III(B) and
Annexure III(C) forming part of this Report.

In compliance with Regulation 24A of the SEBI Listing
Regulations and Section 204 of the Companies Act, 2013,
the Board at its meeting held on April 20, 2026, based on
recommendation of the Audit Committee, has approved
the appointment of M/s Nilesh Shah & Associates,
Practising Company Secretaries (FRN P2003MH008800)
as Secretarial Auditors of the Company for a term of five
consecutive years commencing from financial year 2026¬
27 till financial year 2030-31, subject to approval of the
Members at the ensuing AGM.

M/s Nilesh Shah & Associates have given their consent
and confirmed that they are not disqualified from being
appointed as the Secretarial Auditors of the Company and
satisfy the eligibility criteria.

19. INTERNAL FINANCIAL CONTROL SYSTEMS AND
THEIR ADEQUACY

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

I nternal Financial Controls are an integral part of the
Company''s overall risk management and governance
framework. They address both financial and operational
risks and are commensurate with the size, scale, and

complexity of the Company''s operations. These controls
are designed not only for effectiveness but are also tested
periodically to ensure their continued operational efficiency.

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

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

20. RISK MANAGEMENT POLICY

Risk Management is an integral part of the Company''s
strategy for achieving long-term goals. The Company
and its subsidiaries are exposed to various internal and
external risks including liquidity risk, market risk, credit risk,
operational risk, strategy risk, regulatory & compliance risk,
reputational risk, business continuity risk, risk emanating
from cyber security, legal risk, competition risk and third
party risks, among others. To effectively address these
challenges, the Company has established a comprehensive
risk management policy to identify, assess, evaluate,
mitigate and manage the risks that are encountered
during the conduct of business activities, which may
pose significant loss or threat to the Company. The Risk
Management Committee oversees the implementation of
the policy and its periodic review.

Further, details regarding the development and
implementation of Risk Management Policy ("Policy") have
been covered at length in the Management Discussion and
Analysis Report which forms part of this Report. The Policy
is available at groww.in/RMCpolicy.

21. EMPLOYEE STOCK OPTION SCHEME

Your Company grants Employee stock options that would
enable the employees to share the value they create for the
Company in the years to come. Accordingly, pursuant to the
approval of the Board and the members of the Company
and in terms of the provisions of applicable laws, your
Company has duly implemented the Billionbrains Garage
Ventures Limited Employees Stock Option Scheme 2024
("ESOP Scheme 2024").

The Nomination and Remuneration Committee is
entrusted with the responsibility of administering the ESOP
Scheme 2024.

During the year under review, prior to the Initial Public Offer
(''IPO'') of its equity shares, your Company amended the
ESOP Scheme 2024 of the Company by passing special
resolutions at its Extra - Ordinary General Meeting held on
May 06, 2025 so as to meet the regulatory requirements,
as mandated by the Securities and Exchange Board of
India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 ("SEBI SBEB Regulations") and also
subsequently, the name of the stock option plan was
revised to Billionbrains Garage Ventures Limited Employees
Stock Option Scheme 2024.

Further, subsequent to the IPO and in accordance with
Regulation 12(1) of the SEBI SBEB Regulations, the ESOP
Scheme 2024 was ratified by the members by way of
postal ballot on January 18, 2026. The Company also
approved a change in the mode of implementation of the
ESOP Scheme from the direct route to the trust route.
Subsequent to the members'' approval, there have been
no material changes to the ESOP Scheme, and the same
is in compliance with the provisions of the SEBI SBEB
Regulations and other applicable laws.

The Company has also obtained a certificate from the
Secretarial Auditors confirming that ESOP Scheme 2024
have been implemented in accordance with the SEBI SBEB
Regulations and the resolutions passed by the members of
the Company. The said certificates will be made available
for inspection for the members electronically during the
AGM of the Company.

The applicable disclosure as stipulated under Regulation
14 of SEBI SBEB Regulations with regard to Employees
Stock Option Plan of the Company is available on the
website of the Company and weblink for the same is
groww.in/ESOP.

22. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted a Corporate Social
Responsibility Committee (CSR Committee) in accordance
with the provisions of the Companies Act, 2013.

As on March 31, 2026, the CSR Committee consists of
four Directors including two Non-Executive Independent
Directors. However, as on the date of this report, the CSR
Committee consists of one Executive Director and two
Non-Executive Independent Director. The Composition
including other details is given in the Corporate Governance
Report, which forms part of this Annual Report.

In accordance with the provisions of Section 135 of the
Companies Act, 2013 read with the Companies (Corporate
Social Responsibility Policy) Rules, 2014, as amended from
time to time, and read with CSR Policy of the Company,
the Company is required to spend two percent of the
average net profit of the Company for three immediately
preceding financial years calculated as per Section 198 of
the Companies Act, 2013 on the activities and programs
fulfilling its Corporate Social Responsibilities.

The CSR Policy of the Company can be viewed at
groww.in/CSRPolicy. The annual report on CSR including
a brief outline of the CSR Policy is enclosed as Annexure
IV to this Report.

23. RELATED PARTY TRANSACTION

In accordance with the SEBI Listing Regulations, the
Company has adopted a Policy on Dealing with Related
Party Transactions, which is available on its website at
groww.in/RPTpolicy. The Audit Committee annually reviews
this Policy to ensure its effectiveness.

All the Related Party Transactions were placed before the
Audit Committee for its review on a quarterly basis. An
omnibus approval of the Audit Committee had been obtained
for the related party transactions which were repetitive in
nature. During the year under review, the Company had not
entered into any contract/ arrangement/transaction with
the related parties which could be considered material.

The particulars of material contracts or arrangements with
related parties which fall within the purview of Section
188(1) of the Companies Act, 2013, are mentioned in Form
AOC - 2 appended to this Report as Annexure V.

The related party transactions as required under Ind AS -
24 are reported in note no. 29 to the Standalone Financial
Statements and note no. 30 to the Consolidated Financial
Statements of the Company.

The Company in terms of Regulation 23 of the SEBI
Listing Regulations, submits the disclosures of related
party transactions on a consolidated basis to the stock
exchanges.

24. DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

ii. that the Directors had selected such accounting
policies and applied them consistently and made
judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state
of affairs of the Company as on March 31,2026, and
of the profit of the Company for the year ended on
March 31, 2026.

iii. that the Directors had taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of this Act
for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.

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

v. that the Directors, being of a listed company, have laid
down internal financial controls to be followed by the
Company and have ensured that such internal financial
controls are adequate and operating effectively.

vi. that the Directors had devised proper systems to
ensure compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.

25. VIGIL MECHANISM/WHISTLE BLOWER

The Company strives to carry out its operations with
fairness and transparency, maintaining the highest
levels of integrity, professionalism, and ethical principles.
These principles guide our actions and decision-making
processes across all levels of the organization. In line with
this, the Company has established a Vigil Mechanism
and formulated Whistle Blower Policy ("Policy") which
is overseen by the Audit Committee. The policy inter alia
provides safeguards against victimisation of the Whistle
Blower. The policy is available on the Company''s website at
groww.in/WhistleBlower. As on March 31, 2026, there
were no complaints under this policy reported.

In exceptional and appropriate cases, a whistle
blower may directly approach the Chairperson of the
Audit Committee.

26. DETAILS ON CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS & OUTGOa) Conservation of energy

Your Company continues to demonstrate its commitment
to energy efficiency and environmental responsibility by

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

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

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

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

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

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

b) Technology absorption

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

We are steadily accelerating our digital transformation
journey, focusing on creating intuitive and seamless user

experiences across all customer-facing platforms. From
onboarding to execution, the Company has prioritized the
development of frictionless digital interactions, ensuring
consistent engagement and service excellence at
every touchpoint.

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

In line with our commitment to operational resilience,
the Company has also significantly enhanced its IT
Disaster Recovery (DR) infrastructure. By implementing
redundant systems, real-time replication, and periodic
DR drills, we ensure business continuity, high system
uptime, and uninterrupted service delivery even under
adverse conditions.

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

c) Foreign exchange earnings and Outgo

During the financial year 2025-26, the total foreign
exchange earnings of the Company were '' 0.18 million
and the total foreign exchange outgo was '' 930.23 million.

27. STATUTORY DISCLOSURESi. DISCLOSURE OF MAINTENANCE OF COST
RECORDS

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

ii. ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the
Companies Act, 2013, the Annual Return is available
on Company''s website at groww.in/AnnualReturn.

iii. MATERIAL CHANGES AND COMMITMENTS,
IF ANY

There have been no material changes and
commitments affecting the financial position of the
Company which have occurred between the end of

the financial year of the Company and the date of
the report.

iv. MATERIAL ORDERS PASSED BY THE
REGULATOR/COURT

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

v. APPLICATIONS UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 AND THE
DETAILS OF ONE-TIME SETTLEMENT

The Company has no pending or ongoing proceedings
under the Insolvency and Bankruptcy Code, 2016 and
has not entered into any one-time settlement with any
Bank or Financial Institution.

vi. COMPLIANCES UNDER FEMA

The Company being a foreign owned or controlled
company has complied with the provisions of the
Foreign Exchange Management Act, 1999 ("FEMA")
read with the Foreign Exchange Management (Non¬
debt Instruments) Rules, 2019 ("NDI Rules") for the
downstream investment made in other Indian entities.
The Company has obtained a certificate confirming
compliance with FEMA read with the NDI Rules
from M/s. BSR & Co. LLP, Chartered Accountants,
(FRN:101248W/W-100022), Statutory Auditors of
the Company.

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

During the financial year under review, the Company
was not required to transfer any funds and equity
shares to the investor education and protection fund
as per the provisions of Section 125 of the Companies
Act, 2013.

viii. CORPORATE GOVERNANCE REPORT

The Report on Corporate Governance for the
financial year 2025-26 along with a certificate from
the Secretarial Auditors of the Company certifying
compliance with the conditions of Corporate
Governance as stipulated in the SEBI Listing
Regulations forms part of this Annual Report as
Annexure VI.

ix. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

The Management Discussion and Analysis Report for
the financial year under review, as stipulated under
Regulation 34 of the SEBI Listing Regulations forms
part of this Annual Report.

x. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

In terms of Regulation 34(2)(f) read with Regulation 3
of SEBI Listing Regulations, the Business Responsibility
and Sustainability Report, for the financial year 2025¬
2026 is not applicable to the Company.

xi. DEPOSITS

During the year under review, the Company has neither
accepted nor renewed any deposits from the public
within the meaning of Section 73 of the Companies
Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014. Hence, the requirement for
furnishing of details relating to deposits covered under
Chapter V of the Companies Act, 2013 or the details
of deposits which are not in compliance with Chapter
V of the Companies Act, 2013 is not applicable.

xii. LOAN FROM DIRECTORS OR THEIR
RELATIVES

During the year under review, there are no loan taken
from the Directors or their relatives by the Company.

xiii. SECRETARIAL STANDARDS

The Company complies with all the applicable
Secretarial Standards, issued by the Institute of
Company Secretaries of India and as notified by the
Ministry of Corporate Affairs.

xiv. PARTICULARS OF LOANS, INVESTMENTS OR
GUARANTEES UNDER SECTION 186 OF THE
COMPANIES ACT, 2013

The details of loans, guarantees or investments made
by the Company under Section 186 of the Companies
Act, 2013 and Regulation 34 read with Schedule V
of the SEBI Listing Regulations during the year under
review are reported in note nos 5, 6, 9 and 27 of the
Audited Standalone Financial Statements.

xv. INSTANCES OF NON-EXERCISING OF VOTING
RIGHTS (DISCLOSURE UNDER SECTION
67(3) OF THE COMPANIES ACT, 2013)

During the year under review, there were no instances
of non-exercising of voting rights in respect of shares
purchased directly by employees under a scheme
pursuant to Section 67(3) of the Companies Act,
2013 read with Rule 16(4) of Companies (Share
Capital and Debentures) Rules, 2014.

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

xvi. EQUITY SHARES WITH DIFFERENTIAL
VOTING RIGHTS AND SWEAT EQUITY
SHARES

During the financial year under review, the Company
has neither issued the equity shares with differential
voting rights nor issued sweat equity shares in terms
of the Companies Act, 2013.

xvii. MATERNITY BENEFIT

The Company complies with the provisions of the
Maternity Benefits Act, 1961, ensuring eligible women
members receive the necessary benefits as provided
under the Maternity Benefit Act, 1961. These benefits
reflect our commitment to creating a compliant,
inclusive, and supportive workplace that prioritizes the
health and well-being of expecting and new mothers.

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

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

During the financial year 2025-26, there were no
complaints pending at the beginning of the year, and
no complaints were received from any employees of
the Company under this Policy during the year.

28. ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks to
bankers, business associates, consultants, and various
Government Authorities for their continued support
extended to your Companies activities during the year
under review. Your Directors wish to thank employees,
customers, partners, suppliers, and members and investors
for their continued support and co-operation.

FOR BILLIONBRAINS GARAGE VENTURES LIMITED

Sd/- Sd/-

LALIT KESHRE ISHAN BANSAL

WHOLE TIME DIRECTOR AND CEO WHOLE TIME DIRECTOR AND CFO

DIN: 02483558 DIN: 06538822

Place: Bengaluru
Date: July 15, 2026

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

1. FINANCIAL PERFORMANCE:

• Previous year’s figures have been restated as if the business combination had occurred from the
beginning of the earliest period reported in the financial statements

2. STATE OF COMPANY’S AFFAIRS AND BUSINESS OVERVIEW

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

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

• Derivatives

• Bonds

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

• Other financial instruments as made available over time

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

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

3. CHANGE IN THE NATURE OF BUSINESS:

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

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

a. Conversion of Company into Public Company:

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

b. Initial Public Offering (IPO):

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

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

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

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

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

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

d. Acquisition of Target Company (Unlisted Company)

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

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

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

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

6. DIVIDEND:

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

7. RESERVES:

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

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

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

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

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

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

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

1. Groww Invest Tech Private Limited

2. Groww Asset Management Limited

3. Groww Trustee Limited

4. Groww Serv Private Limited

5. Neobillion Fintech Private Limited

6. Billionblocks Finserv Private Limited

7. Groww Pay Services Private Limited

8. Groww Wealth Tech Private Limited

9. Groww Creditserv Technology Private Limited

10. Groww Insurance Broking Private Limited

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

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

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

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

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

9. HOLDING COMPANY:

Your Company doesn’t have any holding company.

10. SHARE CAPITAL:

Increase of Authorised Share Capital, reclassification and stock split

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Issued, Subscribed and Paid-up share Capital:

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

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

Seven Hundred and Thirty-Three), divided into

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

b. Allotment of Bonus Equity and Class A Equity

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

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

c. Rights issue

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

d. Allotment of Bonus CCPS

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

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

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

Allotment and extinguishment of Differential Voting Rights (DVR):

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

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

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

Employee Stock Option Scheme

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

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

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

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

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

11. DIRECTORS & KEY MANAGERIAL PERSONNEL:

Board of Directors

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

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

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

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

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

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

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

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

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

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

b. Mr. Lalit Keshre - Whole Time Director.

c. Mr. Harsh Jain - Whole Time Director.

d. Mr. Ishan Bansal - Whole Time Director.

e. Mr. Neeraj Singh - Whole Time Director.

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

g. Ms. Neetu Kashiramka - Independent Director

h. Mr. Ankit Nagori - Independent Director; and

i. Dr. Neeru Chaudhry - Independent Director

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

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

Key Managerial Personnel (KMP):

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

12. NUMBER OF MEETINGS OF BOARD:

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

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

Nomination and Remuneration Policy

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

13. VIGIL MECHANISM/WHISTLE BLOWER

The Company strives to carry out its operations with fairness and transparency, maintaining the highest
levels of integrity, professionalism, and ethical principles. These principles guide our actions and decision¬
making processes across all levels of the organization. In line with this, the Company has formulated a
Vigil Mechanism and Whistle-Blower Policy (“Policy”) which is overseen by the Audit Committee. The
policy inter alia provides safeguards against victimisation of the Whistle Blower. The policy is available
on the Company’s website at www.groww.in. As on March 31, 2025, there were no complaints under this
policy reported.

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

14. STATUTORY AUDITORS AND STATUTORY AUDIT REPORT;

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

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

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

15. INSTANCES OF FRAUD. IF ANY REPORTED BY THE AUDITORS;

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

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

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

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

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

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

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

b. Number of complaints received during the year - Nil

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

18. RISK MANAGEMENT POLICY:

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

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

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

1. Conservation of energy

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

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

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

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

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

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

2. Technology absorption

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

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

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

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

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

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

3. Foreign exchange earnings and Outgo

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

20. DEPOSITS:

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

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

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

22. RELATED PARTY TRANSACTION:

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

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

23. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

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

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

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

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

24. CORPORATE SOCIAL RESPONSIBILITY (CSR):

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

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

25. ANNUAL RETURN:

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

26. MATERIAL ORDERS PASSED BY THE REGULATOR/COURT:

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

27. DISCLOSURE OF MAINTENANCE OF COST RECORDS:

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

28. SECRETARIAL STANDARDS:

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

29. DIRECTORS’ RESPONSIBILITY STATEMENT:

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

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

ii. that the Directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company as on March 31, 2025, and of the profit of the Company for the
year ended on March 31, 2025.

iii. that the Directors had taken proper and sufficient care for the maintenance of adequate accounting

records in accordance with the provisions of this Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other irregularities.

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

v. that the directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

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

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

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

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

32. OTHER DISCLOSURES:

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

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

b. Undertaking Secretarial Audit (Section 204).

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

33. COMPLIANCES UNDER FEMA:

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

34. MATERNITY BENEFIT:

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

35. ACKNOWLEDGEMENT:

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

FOR BILLIONBRAINS GARAGE VENTURES LIMITED

LALIT KESHRE HARSH JAIN

WHOLE TIME DIRECTOR WHOLE TIME DIRECTOR

DIN: 02483558 DIN: 05321547

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

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

1. FINANCIAL PERFORMANCE:

• Previous year’s figures have been restated as if the business combination had occurred from the
beginning of the earliest period reported in the financial statements

2. STATE OF COMPANY’S AFFAIRS AND BUSINESS OVERVIEW

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

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

• Derivatives

• Bonds

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

• Other financial instruments as made available over time

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

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

3. CHANGE IN THE NATURE OF BUSINESS:

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

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

a. Conversion of Company into Public Company:

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

b. Initial Public Offering (IPO):

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

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

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

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

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

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

d. Acquisition of Target Company (Unlisted Company)

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

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

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

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

6. DIVIDEND:

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

7. RESERVES:

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

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

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

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

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

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

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

1. Groww Invest Tech Private Limited

2. Groww Asset Management Limited

3. Groww Trustee Limited

4. Groww Serv Private Limited

5. Neobillion Fintech Private Limited

6. Billionblocks Finserv Private Limited

7. Groww Pay Services Private Limited

8. Groww Wealth Tech Private Limited

9. Groww Creditserv Technology Private Limited

10. Groww Insurance Broking Private Limited

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

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

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

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

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

9. HOLDING COMPANY:

Your Company doesn’t have any holding company.

10. SHARE CAPITAL:

Increase of Authorised Share Capital, reclassification and stock split

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Issued, Subscribed and Paid-up share Capital:

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

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

Seven Hundred and Thirty-Three), divided into

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

b. Allotment of Bonus Equity and Class A Equity

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

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

c. Rights issue

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

d. Allotment of Bonus CCPS

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

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

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

Allotment and extinguishment of Differential Voting Rights (DVR):

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

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

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

Employee Stock Option Scheme

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

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

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

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

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

11. DIRECTORS & KEY MANAGERIAL PERSONNEL:

Board of Directors

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

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

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

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

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

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

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

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

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

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

b. Mr. Lalit Keshre - Whole Time Director.

c. Mr. Harsh Jain - Whole Time Director.

d. Mr. Ishan Bansal - Whole Time Director.

e. Mr. Neeraj Singh - Whole Time Director.

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

g. Ms. Neetu Kashiramka - Independent Director

h. Mr. Ankit Nagori - Independent Director; and

i. Dr. Neeru Chaudhry - Independent Director

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

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

Key Managerial Personnel (KMP):

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

12. NUMBER OF MEETINGS OF BOARD:

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

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

Nomination and Remuneration Policy

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

13. VIGIL MECHANISM/WHISTLE BLOWER

The Company strives to carry out its operations with fairness and transparency, maintaining the highest
levels of integrity, professionalism, and ethical principles. These principles guide our actions and decision¬
making processes across all levels of the organization. In line with this, the Company has formulated a
Vigil Mechanism and Whistle-Blower Policy (“Policy”) which is overseen by the Audit Committee. The
policy inter alia provides safeguards against victimisation of the Whistle Blower. The policy is available
on the Company’s website at www.groww.in. As on March 31, 2025, there were no complaints under this
policy reported.

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

14. STATUTORY AUDITORS AND STATUTORY AUDIT REPORT;

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

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

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

15. INSTANCES OF FRAUD. IF ANY REPORTED BY THE AUDITORS;

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

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

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

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

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

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

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

b. Number of complaints received during the year - Nil

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

18. RISK MANAGEMENT POLICY:

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

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

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

1. Conservation of energy

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

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

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

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

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

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

2. Technology absorption

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

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

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

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

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

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

3. Foreign exchange earnings and Outgo

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

20. DEPOSITS:

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

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

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

22. RELATED PARTY TRANSACTION:

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

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

23. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

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

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

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

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

24. CORPORATE SOCIAL RESPONSIBILITY (CSR):

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

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

25. ANNUAL RETURN:

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

26. MATERIAL ORDERS PASSED BY THE REGULATOR/COURT:

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

27. DISCLOSURE OF MAINTENANCE OF COST RECORDS:

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

28. SECRETARIAL STANDARDS:

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

29. DIRECTORS’ RESPONSIBILITY STATEMENT:

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

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

ii. that the Directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company as on March 31, 2025, and of the profit of the Company for the
year ended on March 31, 2025.

iii. that the Directors had taken proper and sufficient care for the maintenance of adequate accounting

records in accordance with the provisions of this Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other irregularities.

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

v. that the directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

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

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

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

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

32. OTHER DISCLOSURES:

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

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

b. Undertaking Secretarial Audit (Section 204).

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

33. COMPLIANCES UNDER FEMA:

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

34. MATERNITY BENEFIT:

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

35. ACKNOWLEDGEMENT:

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

FOR BILLIONBRAINS GARAGE VENTURES LIMITED

LALIT KESHRE HARSH JAIN

WHOLE TIME DIRECTOR WHOLE TIME DIRECTOR

DIN: 02483558 DIN: 05321547

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