డైరెక్టర్ల నివేదిక Grover Jewells Ltd.

Mar 31, 2025

The Board of Directors takes pleasure in presenting the 4^th (Fourth) Annual Report of the Company on the business and operations of the Grover Jewells Limited (Formerly known as “Grover Chain Private Limited”) (hereinafter referred to as ‘the Company’) along with the Company’s Annual Audited Standalone Financial Statements and Statutory Auditor’s Report thereon for the financial year ended on 31^st March, 2025.

1. COMPANY’S FINANCIAL PERFORMANCE

The Company’s financial highlights, for the year under review along with previous year’s figures, are given hereunder:

Particulars	As on 31st March, 2025	As on 31st March, 2024
Revenue from Business Operations	46080.29	25791.13
Other Income	14.40	8.09
Total Revenue	46094.69	25799.22
Net Profit Before Depreciation & Amortisation and Tax	1052.59	450.77
Depreciation and Amortization Expenses	120.12	106.51
Profit before Exceptional & Extraordinary Items and tax	932.47	344.26
Less: Exceptional Items	(11.50)
Profit after Extraordinary Items but before Tax	920.97	344.26
Less: Tax Expense	(169.37)	60.55
Profit after Tax	751.60	283.71
No. of Shares (in No.)	2665600	2665600
Earnings Per Share (EPS) in Rupees	28.20	10.64

The Company’s total revenue on a standalone basis has increased from Rs. 25799.22 (in Lakhs) in the financial year 2023-24 to Rs. 46094.69 (in Lakhs) in the financial year 2024-25. The net profit after tax on a standalone basis aurountedlo-Rs. 751.60 (in Lakhs) ip~the financial year. The Revenue from Business operations of the Company has increased by 78.66% from the financial year 2023-24 to financial year 2024-25.

2. STATE OF COMPANY’S AFFAIRS AND FUTURE OUTLOOK ABOUT US:

The company was incorporated as Grover Chain Private Limited in 2021. During the year under review, it has changed its name from Grover Chain Private Limited to Grover Jewells Private Limited. On 2nd April 2025, the company was converted to Grover Jewells Limited, a Public Limited Company.

Grover Jewells Limited is now a leading manufacturer and wholesaler, known for quality, craftsmanship, and customer satisfaction—setting new standards in the Indian jewellery industry

BUSINESS OUTLOOK:

The Company has introduced new collection of CZ (Cubic Zirconia) Casting Jewellery under the name of “Teshya”.

DEMATERIALISATION OF THE SHARES OF THE COMPANY:

The Company has appointed Maashitla Securities Private Limited (RTA) for activation of ISIN number of the Company and dematerialisation of equity shares of the Company.

The ISIN (INE1TY801010) of the company was activated on 26* March, 2025 on the NSDL portal and on 3^rd April, 2025 on the CDSL portal.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the year under review.

4. DIVIDEND

No dividend was declared for the financial year ended on 31^st March, 2025.

5. SHARE CAPITAL

a. AUTHORISED SHARE CAPITAL:

The Authorized Equity Share Capital of the Company as on 31^st March, 2025 is Rs. 12,00,00,000/- divided into 1,20,00,000 Equity Shares of Rs.10/- each.

Details of Changes in Authorised Capital:

The members in their Extra Ordinary General Meeting held on 07^th March, 2025 had approved the increase in Authorized Share Capital of the Company from Rs. 3,00,00,000 (Rupees Three Crores Only) divided into 30,00,000 (Thirty Lakhs Equity Shares Only) Equity Shares of face value Rs. 10/- each to Rs. 12,00,00,000 (Rupees Twelve Crores Only) divided into l,20,00,000p (One Crore Twenty Lakhs Equity Shares Only) Equity Shares of face value of Rs. 10/- each.

b. PAID-UP SHARE CAPITAL: (pi

The Paid-up Share Capital of the Company as on 31^st March, 2025 is Rs. 2,66,56,000/- dividdii'' / into 26,65,600 Equity Shares of Rs. lO/T^each^j^^" _

5. TRANSFER TO RESERVES

The Net profit amounting to Rs. 751.60 (in lakhs) carried to the Reserves and Surplus as shown in notes to the financial statements for the year ended on 31^st March, 2025.

6. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on 31^st March, 2025, the Company does not have any Subsidiary, Joint Venture and Associate Company.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) CHANGE IN DIRECTORS OF THE COMPANY DURING THE FINANCIAL YEAR 2024-25:

During the financial year 2024-25, there was change in the composition of the Board of Directors of the Company.

Mrs. Bhawna Grover has been appointed as an Additional Director of the Company with effect from 06th March, 2025 by the Board and regularized as Executive Director of the Company with effect from 07th March, 2025 by shareholders of the Company in their Extra Ordinary General Meeting.

b) CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT:

There have been changes in the Directors and Key Managerial Personnel of the Company from the end of the financial year up to the date of this report. The details are as follows:

Appointments:
S.No.	Name of the Person	Designation	Date of Appointment
1	Mr. Sunny Grover	Chief Executive Officer (CEO)	01st May, 2025
2	Ms. Drishti Jaiswal	Company Secretary & Compliance Officer	02nd August, 2025
3	Mr. Ayush Garg	Independent Director	02nd August, 2025
4	Mr. Tanishq Gakhar	Independent Director	16th August 2025
I 5	Mr. Gautam Kumar	Chief Financial Officer (CFO)	16th August, 2025
Change in Designations:
S.No.	Name of the Person	Change in Designation	Date of Change
1.	Mrs. Bhawna Grover	Non-Executive Director	02nd August, 2025
2.	Mr. Deepak Kumar Grover	Managing Director	02nd August, 2025 ?

c) RETIREMENT BY ROTATION AT THE ENSUING ANNUAL GENERAL MEETING IAGM):

Mr. Lavkesh Kumar Grover (DIN: 09357415), being Executive Director of the Company, is liable to retire by rotation at the forthcoming Annual General Meeting, and being eligible, offers himself for re-appointment.

d) DISCLOSURE OF INTEREST IN OTHER CONCERNS:

The Company has received the Annual Disclosure(s) from all the Directors, disclosing their Directorship/Interest in other concerns in the prescribed format, for the financial year 2024-25. The Company has received confirmation from all the Directors that none of the Directors were disqualified to act as a Director by virtue of the provisions of Section 164( 1) and 164(2) of the Act.

8. DECLARATION BY INDEPENDENT DIRECTOR:

During the financial year 2024-25, the appointment of Independent Directors was not applicable to the Company. However, subsequent to the close of the financial year, the Company has appointed 02 Independent Director Mr. Ayush Garg and Mr. Tanishq Gakhar on 02^nd August, 2025 and 16^th August, 2025 respectively. The Company has received a declaration from the respective Independent Directors confirming their Independence as stipulated in 149(6) of the Company Act, 2013. Further, names of both the Independent Directors have been registered under Independent Director’s Databank of Ministry of Corporate Affairs.

9. SECRETARIAL STANDARDS:

Your company has complied with all the Secretarial Standards applicable on the Company.

10. NUMBER OF MEETINGS DURING THE FINANCIAL YEAR 2024-25:

a) BOARD OF DIRECTORS

Composition, Meetings and Attendance during the financial year:

The Composition of the Board of Directors of the Company as on 31^st March, 2025 are as follows:

S.No	Name	Designation
1.	Mr. Deepak Kumar Grover	Director
2,	Mr. Lavkesh Kumar Grover	Director
3.	Mrs. Bhawna Grover	Director

During the financial year 2024-25 the Board met 12 (Twelve) times and the intervening gap between any two meetings was within the allowed gap of 120 days pursuant to the Companies Act, 2013.

Attendance of each Director at the meeting of the Board of Directors held during the financial year 2024-25 is given herein below:

11. INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY WITH RESPECT TO THE FINANCIAL STATEMENT

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitized and embedded in the business processes. Assurance on the effectiveness of internal financial controls is obtained through management reviews, control, self-assessment, continuous monitoring by functional experts as well as testing of the internal financial control systems by the internal financial control team.

12. AUDITORS

(a) STATUTORY AUDITORS

The Company has appointed M/s VCA Associates, Chartered Accountants (FRN: 114414W), in casual vacancy due to resignation of M/s. Gupta Mangla & Associates, as the Statutory Auditors of the Company for the financial year 2024-25 at the Extra Ordinary General Meeting held on 07^th March, 2025 to hold the office till the conclusion of the ensuing Annual General Meeting of the Company. /\J

Statutory Auditor’s Report

There is no qualification, reservation, adverse remark or disclaimer made by the Auditors in the Auditor’s Report and no instance of fraud has been reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013.

(b) SECRETARIAL AUDITORS

The Company was not required to appoint a Secretarial Auditor during the financial year 2024-25 pursuant to Section 204 of the Companies Act, 2013. However, during the year under review, the company has reached to the prescribed threshold limit of the said section. Therefore, the Company will liable to appoint the Secretarial Auditor for the financial year 2025-26.

(c) INTERNAL AUDITOR

During the year under review, our Internal Auditor M/s. Jayant Oswal & Co., Chartered Accountants, (FRN: 021853N) has carried out periodic audit and submitted their report to the Board. The Board has acknowledged their report.

(d) COST AUDITOR

Cost Audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 is not applicable for the business activities carried out by the Company.

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

12. RISK MANAGEMENT

The Board is continually applying various risk identification methods for identifying elements of risks in different functional areas of the Company. The Board aims at developing a framework that enables activities to take place in a consistent and controlled manner. Major risks confronted by the management are systematically addressed through mitigating actions on a continuing basis.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of Loans, Guarantees and Investments as per Section 186 of the Companies Act, 2013 are provided in notes to the financial statements for the financial year ended on 31^st March, 2025.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on an arm''s length basis. During the year under reveiw, the Company had entered into contract/arrangement/transaction with related parties which could be considered as material or which is required to be reported in Form 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. Members may refer notes to the Standalone Financial Statement which sets ouffhV'' related party disclosures. |uj/ ^

15. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Act were not applicable to the Company during the financial year 2024-25. However, during the year under review company has touched the prescribed threshold limit of the said section. Accordingly, we shall be liable to spend the eligible amount as CSR expenditure in financial year 2025-26.

16. EXTRACT OF ANNUAL RETURN

The company has discontinued the practice of including Extract of Annual Return in Form MGT-9 pursuant to Sections 92(3) and 134(3 )(a) of the Companies Act, 2013 and Rule 12 of the Companies (Management & Administration) Rules, 2014, in the Directors’ Report of the Company.

Further, the annual return in Form No. MGT-7 for the financial year 2024- 25 is available on the website of the Company in compliance with the provisions of Section 92(3) of the Companies Act, 2013.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A. CONSERVATION OF ENERGY:

i) Steps taken or impact on conservation of energy: NA

ii) The steps taken by the Company for utilizing alternate sources of energy: NA

iii) Capital Investment on energy conservation equipment’s: NA

B. TECHNOLOGY ABSORPTION:

a) Efforts made towards technology absorption: The Company does not need any specific in-house R & D efforts.

b) The benefits derived include product improvement, cost reduction, product development or import substitution: Improved technology helps in reduction in cost without compromising the quality.

c) Information regarding imported technology (imported during last three years): NA

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d) Expenditure on Research and Development (current year & last year): NIL IQ:/

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C. FOREIGN EXCHANGE EARNINGS AND OUTGO: VoV

The foreign exchange earnings and the foreign exchange outgo during the year is as under:

(Rs. in lakhs
Particulars	As on 31st March, 2025	As on 31st March, 2024
Foreign Exchange Earnings	277.18	343.52
Foreign Exchange Outgo	3.21	13.46

18. PARTICULARS OF EMPLOYEES

The provisions of 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 not applicable to our company.

There were no Employees drawing remuneration more than as stated under Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

19. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR 2024-2025 AND THE DATE OF THE REPORT

INCREASE IN AUTHORISED SHARE CAPITAL:

After the closure of financial year 2024-25, the company has increased its Authorised Share Capital from Rs. 12,00,00,000 (Rupees Twelve Crores Only) divided into 1,20,00,000 (One Crore Twenty Lakhs Equity Shares Only) Equity Shares of face value Rs. 10/- each to Rs. 15,00,00,000 (Rupees Fifteen Crores Only) divided into 1,50,00,000 (One Crore Fifty Lakhs Equity Shares Only) Equity Shares of face value of Rs. 10/- each in their Extra Ordinary General Meeting held on 04^th August, 2025.

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

The Company has constituted an Internal Complaints Committee and has complied with the provisions in this respect as are applicable under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. There was no complaint received from any employee during the financial year, nor any complaint pending or outstanding for redressal as on 31^st March, 2025.

The Company conducts awareness programs at regular intervals, and provides necessary updates / guidance through its website and through other employee communication channels.

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21. DISCLOSURE FOR MATERNITY BENEFIT ACT, 1961 [£( .

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The Company does not require to comply the provisions of the Maternity Benefit Act, 1961, ''(as amended) as there are no eligible women employees on roll in the Company.

However, the Company remains committed to complying whenever the applicability arises.

22. DISCLOSURES

The Directors make the following disclosures during the year under review:

a) The Company does not have any unpaid or unclaimed dividend or shares relating thereto which is required to be transferred to the IEPF as on the date of this Report.

b) The Company has not issued any Equity shares with Differential rights during the Year under review.

c) The Company has not issued any Employees Stock options/ Sweat Equity Shares.

d) The Company has not accepted any Public Deposits.

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

f) No significant and material orders have been passed during the year under review by any regulators or courts or tribunals against the Company impacting the going concern status and Company’s operations in future.

g) The Company did not make any application under the Insolvency and Bankruptcy Code, 2016, and hence no proceeding is pending under the Code.

h) The requirement of stating the difference between the amount of valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions does not arise, and the same is not applicable on the Company for the financial year 2024-25.

23. DIRECTORS’ RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility for ensuring compliance with the

provisions of Section 134(3) & (5) of the Companies Act, 2013 and applicable accounting standards

in the preparation of the Annual Financial Statements for the financial year ended 31^st March, 2025

and state that:

a) The preparation of the Annual Accounts for the financial year ended on 31^st March, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2024-25 and of the profit & loss of the Company for that period;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting/ records in accordance with the provisions of the Companies Act, 2013 for safeguarding tfotE assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the Annual Accounts on a going concern basis;

e) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequa^3nd oiigratjiTg effectively.

24. ACKNOWLEDGEMENT

Your directors extend sincere gratitude to the members, bankers, business associates, Government Authorities and all stakeholders who have contributed to the continuous growth and performance of the Company. The success of your Company would be incomplete without the commendable efforts put in by the past and present employees of the Company. It is because of their hard work, persistence, solidarity, cooperation and support, the Company has been able to create a niche for itself.