Grovy India Limited has convened its 41st Annual General Meeting (AGM) to be held on Wednesday, July 8, 2026, at 3:00 PM IST through Video Conferencing/Other Audio Visual Means. The deemed venue is the Registered Office at 122, 1st Floor, Vinoba Puri, Lajpat Nagar Part II, New Delhi - 110024.

Ordinary Business

Item No. 1: Adoption of Audited Financial Statements

  • To consider and adopt the Audited Financial Statements for the financial year ended March 31, 2026, together with reports of the Board of Directors and Statutory Auditors.

Item No. 2: Declaration of Final Dividend

  • To approve and declare payment of Final Dividend on Equity Shares @ 1% i.e. ₹0.10 (Ten Paisa) per share for FY ended March 31, 2026.
  • Dividend to be paid on 1,33,36,272 equity shares of ₹10 each.
  • Record date for dividend payment: Wednesday, July 1, 2026.

Item No. 3: Re-appointment of Mrs. Anita Jalan as Director

  • To appoint Mrs. Anita Jalan (DIN: 00475635) as Director, liable to retire by rotation.

Special Business

Item No. 4: Increase in Authorized Share Capital

  • To increase Authorized Share Capital from ₹13,50,00,000 divided into 1,35,00,000 equity shares of ₹10 each to ₹25,00,00,000 divided into 2,50,00,000 equity shares of ₹10 each.
  • Creation of additional 1,15,00,000 equity shares of ₹10 each.
  • Consequent amendment in Capital Clause (Clause V) of Memorandum of Association.

Item No. 5: Preferential Issue of Equity Shares

  • To issue up to 41,69,433 Equity Shares of face value ₹10 each at issue price of ₹36 per share.
  • Aggregate amount: ₹15,00,99,588.
  • Allottees include Promoter & Promoter Group (16,66,664 shares) and Public category (25,02,769 shares).
  • Relevant Date for price determination: Monday, June 8, 2026.
  • Objects of issue:
  • ₹7,00,00,000 for repayment/prepayment of loans (by November 30, 2026)
  • ₹5,00,99,588 for development of existing projects (by April 30, 2027)
  • ₹3,00,00,000 for general corporate purposes (by February 28, 2027)
  • Pre-issue share capital: 1,33,36,272 equity shares
  • Post-issue share capital: 1,75,05,705 equity shares
  • Promoter holding to decrease from 73.00% to 65.13%
  • Public holding to increase from 27.00% to 34.87%
  • Lock-in period as per SEBI ICDR Regulations
  • Completion within 15 days from shareholder approval

Item No. 6: Appointment of Mr. Prakash Chand Jalan as Managing Director cum Chairperson

  • Cessation as Non-Executive Director and appointment as Managing Director cum Chairperson for 5 years with effect from June 12, 2026.
  • Remuneration: ₹9,60,000 per annum.
  • DIN: 00475545

Item No. 7: Appointment of Mr. Ankur Jalan as Non-Executive Director

  • Cessation as Chief Financial Officer and appointment as Non-Executive Director liable to retire by rotation with effect from June 12, 2026.
  • No remuneration proposed.
  • DIN: 02964227

Voting Arrangements

  • Remote e-voting opens: Sunday, July 5, 2026 (9:00 AM)
  • Remote e-voting closes: Tuesday, July 7, 2026 (5:00 PM)
  • E-voting platform: CDSL
  • Scrutinizer: Adv. Akshit Gupta
  • Register of Members closed: June 30, 2026 to July 8, 2026 (both days inclusive)

Additional Information

  • The AGM will be conducted through VC/OAVM without physical presence of members.
  • Dividend declared will be subject to TDS as per Income Tax Act provisions.
  • Explanatory Statement pursuant to Section 102 of Companies Act, 2013 provided for special business items.
  • The notice and related documents are available on company website: www.grovyindia.com