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Groarc Industries India Ltd. Directors Report
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You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 12.40 Cr. P/BV 0.31 Book Value (Rs.) 19.62
52 Week High/Low (Rs.) 14/5 FV/ML 10/1 P/E(X) 36.07
Bookclosure 30/09/2024 EPS (Rs.) 0.17 Div Yield (%) 0.00
Year End :2026-03 

Your Directors have pleasure in presenting 34th Annual Report of GROARC INDUSTRIES
INDIA LIMITED (‘The Company’), together with the Audited Financial Statements (standalone)
for the Financial Year ended March 31, 2026.

1. HIGHLIGHTS OF FINANCIAL PERFORMANCE:

The Standalone financial Statements highlights of the Company’s Operation are Summarized below:

(Rs. In Lakhs)

Particulars

2025-26

2024-25

Revenue from Operations

2,568.81

3,478.59

Other Income

115.91

61.37

Total Income Revenue

2,684.72

3,539.95

Profit before Tax

46.21

116.45

Total Tax Expenses

11.75

29.41

Net Profit

34.47

87.05

Earnings Per Equity Share (in Rs.)

Basic

0.17

0.43

Diluted

0.17

0.43

During the year under review, the Revenue from operations of the Company for FY 2025-26 was Rs.
2,568.81 Lakhs as compared to Rs. 3,478.59 Lakhs for FY 2024-25 has been decreased by 26.15%. The
Profit before tax for FY 2025-26 was Rs. 46.21 Lakhs as compared to previous year Rs. 116.45 lakhs
for FY 2024-25.

Earnings per share was Rs. 0.17 (Basic) and (Diluted) stood at in FY 2025-26 as compared to Rs. 0.43
(Basic) and (Diluted) in FY 2024-25.

The company’s Financial Statements have been prepared in compliance with the Indian Accounting
Standards (Ind-AS) as notified under the Companies (Indian Accounting Standards) Rules, 2015, in
accordance with Section 133 of the Companies Act, 2013, and other applicable provisions of the Act.
The annual accounts have been prepared without any significant deviations from the prescribed
accounting norms.

The company ensures timely adoption of new or amended Ind-AS as applicable, and any material
impact arising from such changes is appropriately disclosed in the financial statements. The financial
reporting process involves a thorough review by the finance team and consultation with external
auditors to ensure adherence to statutory requirements.

2. TRANSFER TO RESERVES :-

During the year under review, no amount has been transferred to the general reserve of the Company.

3. DIVIDEND:-

Your Directors did not recommend any dividend for the year.

4. INCREASE IN ISSUED, SUBSCRIBED AND PAID-UP EQUITY SHARE CAPITAL:

There has been no increase/decrease in the Authorized Share Capital of your Company during the year
under review.

5. LISTING OF EQUITY SHARES:

The Company’s equity shares are listed on the following Stock Exchange:

(i) BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001, Maharashtra,
India;

6. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:-

The Company does not have any Subsidiary, Associates and Joint Venture companies. Hence, Clause is
not applicable.

7. NATURE OF BUSINESS:-

During the Financial Year under review, there were no changes in nature of business of the company.

8. CHANGE IN NAME OF THE COMPANY:

During the Financial Year under review, the Company has not changed its name.

9. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Composition:

The Company recognizes that a diverse and well-balanced Board is fundamental to its sustained success
and effective governance. In alignment with the provisions of Section 149 of the Companies Act, 2013
and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, the
composition of the Board reflects an optimal mix of Executive and Non-Executive Directors.

The Board comprises individuals with a wide spectrum of expertise, including industry knowledge,
financial acumen, legal insight, and operational experience. The Directors also bring in diverse regional,
cultural, and geographical perspectives, which contribute meaningfully to informed decision-making
and help maintain the Company’s strategic edge in a competitive environment.

As of March 31, 2026, the Board consisted of six (6) Directors, including:

• Two Executive Directors and

• One Non-Executive Directors, Three Independent Director including one Independent Woman
Director.

Appointment/ Re-Appointment:

During the Financial Year 2025-26, there was re-appointment of Mr. Chandran Ganesan, Whole
Time Director
for term of three financial years and Mr. Tirukkurungudi Seshadri Srinivasan,
Independent Director for second term of five financial years.

Directors Retiring by Rotation:

Pursuant to the provisions of Section 152 of the Act read with the relevant rules made thereunder, one-
third of the Directors are liable to retire by rotation every year and if eligible, offer themselves for re¬
appointment at the AGM.

Mr. Heerachand Jain (DIN: 01319086), who retires by rotation as a director being longest in the office
has been liable to retire by rotation at the ensuing Annual General Meeting (“AGM”) and being eligible,

has sought re-appointment. Based on recommendation of the Nomination and Remuneration
Committee, the Board of Directors has recommended their reappoint and the matter is being placed for
seeking approval of members at the ensuing Annual General Meeting of the Company.

Pursuant to Regulation 36 of the SEBI Listing Regulations read with Secretarial Standard-2 on General
Meetings, necessary details of Mr. Heerachand Jain (DIN: 01319086), are provided as an
Annexure to
the Notice of the Annual General Meeting.

None of the Directors of the Company are disqualified for being appointed as Directors as specified in
Section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and
Qualification of Directors) Rules, 2014.

Key Managerial Personnel :

There was no change in the Key Managerial Personnel of the Company during the year under review.

10. INDEPENDENT DIRECTORS:

The Company has three Independent Directors, namely Mr. Tirukkurungudi Seshadri Srinivasan, Mr.
Murali Chengalvarayan, Mrs. Rainy Ramesh Singhi. All the Independent Directors has submitted the
requisite declarations under Section 149(7) of the Act, affirming that they meet the criteria of
independence as outlined in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing
Regulations.

In accordance with Regulation 25(8) of the SEBI Listing Regulations, all Independent Directors have
further confirmed that they are not aware of any circumstances or situations that could impair their
independence or affect their ability to exercise objective judgment free from external influence.

The Board of Directors has reviewed and noted these declarations and confirmations after conducting a
thorough assessment of their accuracy. The Independent Directors have also affirmed compliance with
the provisions of Schedule IV of the Act (Code for Independent Directors) and the Company’s Code of
Conduct. There has been no change in the status or circumstances that would affect their designation as
Independent Directors during the reporting period.

Additionally, the Company has received confirmation from all Independent Directors regarding their
registration in the Independent Directors’ databank, maintained by the Indian Institute of Corporate
Affairs, in accordance with Rule 6 of the Companies (Appointment and Qualification of Directors)
Rules, 2014.

The terms and conditions of appointment of the Independent Directors are placed on the website of the
Company at
www.telesys.in

Familiarization Programme for Independent Directors:

Your Company has adopted a formal Familiarisation Programme for Independent Directors to support
their effective participation on the Board. As part of the familiarisation process, the Company provides
detailed insights into its business operations, industry dynamics, organizational structure, and group-
level businesses. Independent Directors are also informed about the regulatory and compliance
obligations under the Companies Act, 2013 and the SEBI Listing Regulations.

The details of Familiarization Programmes are placed on the website of the company and the website of
the company
www.telesys.in

11. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Act, in relation to the audited financial statements of the Company for
the year ended 31st March 2026; the Board of Directors hereby confirms that:

1. In the preparation of the annual accounts, the applicable accounting standard had been
followed along with proper explanation relating to material departures

2. the Directors have selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of the
Profit or Loss of the Company for that period.

3. The Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provision of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the Annual accounts on a going concern basis.

5. The directors had laid down internal financial controls to be followed by the company
and that such internal financial controls are adequate and were operating effectively.

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

12. NUMBER OF MEETINGS OF THE BOARD:

During the financial year under review, the board has meet Five (5) times in financial year, the details
of which are given in the Corporate Governance Report of the Company, which forms a part of the
Annual Report and is annexed as
Annexure-I. The intervening gap between the meetings was within
the prescribed period under the Act and the SEBI Listing Regulations.

Independent Directors:

During the year under review, the Independent Directors of the Company met 1 (one) time on 05 th
February, 2026.

13. ANNUAL BOARD EVALUATION:-

The Company has established a comprehensive framework for evaluating the performance of the Board
of Directors, its Committees, and individual Directors, in line with the requirements of Sections 134 and
178 of the Companies Act 2013 and the Regulation 17(10) of the SEBI Listing Regulations, and the
Company’s Nomination and Remuneration Policy.

As part of this evaluation process, structured and confidential questionnaires were circulated to all
Directors to obtain feedback on various aspects of the Board’s functioning, the effectiveness of its
Committees, and the performance of each Director. The observations and responses received were
compiled, analysed, and subsequently presented to the Chairman of the Board for review and
discussion.

The evaluation of Directors covered several aspects, including their attendance and participation in
meetings, understanding of the Company’s operations and business environment, application of
knowledge and expertise, quality of contributions to discussions, maintenance of confidentiality,
integrity, and independent judgment. Directors were also evaluated on their alignment with the
Company’s core values, commitment to iduciary responsibilities, and adherence to the Code of
Conduct.

The Board’s performance was assessed based on criteria such as the effectiveness of its oversight on
compliance and governance matters, clarity in the roles of the Chairman and Executive/Non Executive
Directors, the diversity and mix of skills and expertise, strategic involvement, and overall guidance in
areas such as risk management, financial reporting, ethics, and succession planning. Particular emphasis
was placed on the Board’s ability to provide strategic foresight and review the implementation of key
initiatives and policies.

The evaluation of Committees considered their structure, independence, frequency of meetings,
adherence to defined procedures, effectiveness in fulfilling their responsibilities, and the extent of their
contribution to Board decisions. The Committees were also assessed on their ability to engage
meaningfully with internal and external auditors, and their role in supporting oversight functions.

Based on the outcome, the Board concluded that the overall performance of the Board, its Committees,
and individual Directors, including Independent Directors, was found to be satisfactory.

14. COMMITTEES OF THE BOARD:

As on March 31, 2026, the Board has constituted the following committees:

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholder’s Relationship Committee

During the year, all recommendations made by the committees were approved by the Board.

Details of all the Committees such as terms of reference, composition and meetings held during the year
under review are disclosed in the Corporate Governance Report, which forms part of this Annual
Report.

15. CORPORATE SOCIAL RESPONSIBILITY:

During the year under review, the Company does not falls under the limit of Section 135 of the
Companies Act 2013 and rules made thereunder. Hence, Clause is not applicable.

16. PERFORMANCE OF THE BOARD AND COMMITTEES:

During the year under review, the performance of the Board & Committees and Individual Director(s)
based on the parameters below was satisfactory:

(i) All Directors had attended the Board meetings;

(ii) The remunerations paid to Executive Directors are strictly as per the Company and
industry policy.

(iii) The Independent Directors only received sitting fees.

(iv) The Independent Directors contributed significantly in the Board and committee
deliberation and business and operations of the Company and subsidiaries based on their
experience and knowledge and independent views.

(v) The compliances were reviewed periodically;

(vi) Risk Management Policy was implemented at all critical levels and monitored by the
Internal Audit team who placed report with the Board and Audit committee.

17. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATE AND THE
DATE OF THE REPORT :

There has been no material changes and commitment that can affect the financial position of the
Company occurred between the end of the Financial Year to which this financial statement relate and
the date of report.

18. NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS
RELATIONSHIP COMMITTEE:

The Company has established a comprehensive Policy on Director Appointment and Remuneration,
which also encompasses Key Managerial Personnel and other employees. This policy serves as a
framework for the Nomination and Remuneration Committee to identify and recommend individuals
who possess the necessary qualifications, skills, and experience to serve as Directors. It also lays down
clear criteria for assessing the independence of Directors in accordance with regulatory requirements
and the Company’s governance standards.

Furthermore, the policy ensures that the Company’s remuneration strategy is aligned with its
overarching business objectives. Remuneration packages are designed to reward individual
contributions as well as overall organizational performance, while remaining competitive and in line
with industry benchmarks. This approach not only motivates Directors and employees to deliver
sustainable value but also supports the retention of high-caliber talent.

In addition to fixed and variable pay components, the policy emphasizes transparency, fairness, and
alignment with shareholder interests. The Committee regularly reviews the policy to adapt to changing
regulatory landscapes and evolving best practices in corporate governance. This enables the Company
to maintain a balanced and performance-driven reward system that fosters long term growth and
accountability.

19. BOARD POLICIES:

The Company has the following policies which are applicable as per the Companies Act, 2013 and
SEBI (LODR) Regulations, 2015 which are placed on the website of the Company
www.telesys.in

a) Risk Management Policy

b) Code of Conduct for Directors and Senior Management Personeel

c) Nomination and Remuneration Policy

d) Familarization Programme for Independent Directors

e) Terms and Conditions for Appointment of Independent Director

f) Code of Conduct for Non Executive Director

g) Policy on Disclosure of Material Events

h) Policy for determining Material Subsidiaries

i) CSR Policy

j) Policy on preservation of Documents

k) Policy on archival of data

l) Whistle Blower Policy and Vigil Mechanism

m) Policy on Related Party Transactions

n) Dividend Distribution Policy

o) Human Rights Policy

20. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The establishment of an effective corporate governance and internal control system is essential for
sustainable growth and long-term improvements in corporate value, and accordingly Groarc Industries
India Limited works to strengthen such structures. We believe that a strong internal control framework
is an important pillar of Corporate Governance.

Your Company has put in place adequate internal financial controls commensurate with the size and
complexity of its operations. The internal controls ensure the reliability of data and financial
information to maintain accountability of assets.

The Company has an effective internal control and risk-mitigation system, which is constantly assessed
and strengthened with new/revised standard operating procedures. These controls ensure safeguarding
of assets, reduction and detection of fraud and error, adequacy and completeness of the accounting
records and timely preparation of reliable financial information. Critical functions are rigorously
reviewed and the reports are shared with the Management for timely corrective actions, if any. Business
risks and mitigation plans are reviewed and the internal audit processes include evaluation of all critical
and high-risk areas.

The internal audit is entrusted to Mr. Umang R Shah (Membership No. 230172), Internal Auditor of the
Company.

The main focus of internal audit is to review business risks, test and review controls, assess business
processes besides benchmarking controls with best practices in the industry. Significant audit
observations and follow-up actions thereon are reported to the Audit Committee. For ensuring
independence of audits, internal auditors report directly to the Audit Committee. any. Business risks and
mitigation plans are reviewed and the internal audit processes include evaluation of all critical and high-
risk areas.

21. STATUTORY AUDITORS:

M/s. Venkat & Rangaa, LLP, Chartered Accountants (FRN: 0004597S) were appointed as Statutory
Auditors of the Company for a period of five consecutive years at the Annual General Meeting (AGM)
of the Members held on 29th September, 2022 for the term of 5 years upto financial year 2026-27.

Statutory Auditors Report:

The Auditors have not made any qualification to the financial statement. Their reports on relevant notes
on accounts are self-explanatory and do not call for any comments under section 134 of the companies
Act, 2013.

Secretarial Auditors Report:

Mr. Ramesh Chandra Mishra (Membership No- 5477) of M/s Ramesh Chandra Mishra and Associates,
has been appointed to conduct the Secretarial audit of the Company for the term of five financial year
2025-26 to 2029-30, as required under Section 204 of the Companies Act, 2013 and Rules thereunder.
The Secretarial Audit Report for F.Y. 2025-26 is
Annexure-I to this Board's Report.

22. RELATED PARTY TRANSACTIONS/CONTRACTS:

The Company has not entered with related party transactions under section 188 of the Companies Act
2013. Hence, Clause is not applicable.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has given any Loans, provided any Guarantees or security and made any Investments as
per section 186 of the Companies Act, 2013. Hence, Clause is not applicable.

24. DEPOSITS:

During the financial year, The Company has not accepted any deposits within the meaning of Section
73 and 76 of the Companies Act, 2013 of the Act, read with the Rules made thereunder, and therefore,
no amount of principal or interest on deposit was outstanding as of the Balance Sheet date. The
Company does not have any deposits which are not in compliance with the requirements of Chapter V
of the Act.

25. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Your Company is committed to fostering a work environment that upholds the highest standards of
safety, ethics, and legal compliance across all levels of its operations. To this end, a structured Vigil
Mechanism and Whistle blower Policy have been implemented in line with the provisions of the
Companies Act, 2013 and the SEBI Listing Regulations.

These mechanisms are designed to enable employees and other stakeholders to confidentially report
concerns regarding actual or suspected misconduct, including unethical behaviour, violations of legal or
regulatory requirements, and breaches of the Company’s Code of Conduct. The system ensures that
disclosures are handled in a fair, transparent, and secure manner, without fear of retaliation.
Comprehensive information on the Company’s Vigil Mechanism and Whistle blower Policy is provided
in the Corporate Governance Report, which forms an integral part of this Integrated Annual Report. The
Policy is also available on the Company’s official website at
www.telesys.in

During the year under review, the status of Complaints received for the financial year ended March 31,
2026 is as follow:

Sr. No.

Particulars

Number of
Complaints

1

Number of Complaints Received

Nil

2

Number of Complaints Auto Assigned to entity

Nil

3

Number of Complaints disposed

Nil

4

Number of Complaints remaining unresolved

Nil

26. HUMAN RESOURCES MANAGEMENT:

We take this opportunity to thank employees at all levels for their dedicated service and contribution
made towards the growth of the company. The relationship with the workers of the Company's
manufacturing units and other staff has continued to be cordial. To ensure good human resources
management at the company, we focus on all aspects of the employee lifecycle. During their tenure at
the Company, employees are motivated through various skill-development, engagement and
volunteering programs.

In terms of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, no employee(s) drawing
remuneration in excess of limits set out in said rules forms part of the annual report.

Considering the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report is being
sent to the members of the Company and others entitled thereto. The said information is available for
inspection at the registered office of the Company during business hours from 11 ;00 a.m. to 5 p.m. on
working days of the Company up to the date of the ensuing Annual General Meeting. Any shareholder
interested in obtaining a copy thereof, may write to the Company Secretary in this regard.

27. COST AUDIT & MAINTAINANCE OF COST RECORDS:

During the year under review, The Company does not fall under the provision of Section 148 and rules
made thereunder. Hence, Cost Audit and maintenance of cost records is not applicable to the Company's
products/business of the Company for FY 2025-26.

28. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of conservation of Energy, Technology Absorption are not applicable in the case of the
company. However, the company took adequate steps to conserve the Energy and used the latest
technology.

29. FOREIGN EXCHANGE INFLOW/OUTFLOW:

During the year under review there was neither inflow nor outflow of foreign Exchange Earnings.

30. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to
the Audit Committee under Section 143 (12) of the Companies Act, 2013, any instances of fraud
committed against the Company by its officers or employees, the details of which would need to be
mentioned in the Board’s Report.

31. ACCOUNTING STANDARDS :

The Company has followed Indian Accounting Standards (Ind AS) issued by the Ministry of Corporate
Affairs in the preparation of its financial statements.

32. ANNUAL RETURN :

In accordance with the provisions of Section 92(3) of the Companies Act, 2013 and Rule 12 of the
Companies (Management and Administration) Rules, 2014, the Annual Return of the Company has
been made available on the Company’s official website
www.telesys.in

33. CORPORATE GOVERNANCE:

The Company remains steadfast in its commitment to upholding the highest standards of Corporate
Governance, emphasizing transparency, accountability, and ethical business practices in all aspects of
its operations. In accordance with Regulation 34 read with Schedule V of the SEBI Listing Regulations,
a separate report on Corporate Governance has been included as part of this Integrated Annual Report
as
Annexure-II.

Additionally, a certificate issued by Mr. Ramesh Chandra Mishra, Practicing Company Secretaries,
Secretarial Auditor of the Company, confirming compliance with the Corporate Governance
requirements as prescribed under the Listing Regulations is annexed as
Annexure- I.

34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

The Management Discussion and Analysis Report for the year under review, as stipulated under the
Regulation 34 read with Schedule V of SEBI Listing Regulations, forms part of this Annual Report and
is annexed as
Annexure-III.

The state of the affairs of the business along with the financial and operational developments have been
discussed in detail in the Management Discussion and Analysis Report.

35. DISCLOSURE UNDER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE
(PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at the
workplace in line with the provisions of the Sexual Harassment of Women at workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules there under for prevention and redressal of
complaints of sexual harassment at workplace. The policy is uploaded and can be viewed on the
Company’s website
www.telesys.in.

The details of Number of complaints of Sexual Harassment received, Number of complaints disposed
off and Number of cases pending for more than ninety days in the Financial Year 2025-26 as stated
below:

SL No.

Particulars

Comments

1

Number of complaints of sexual harassment received in the
year

NIL

2

Number of complaints disposed off during the year

NIL

3

Number of cases pending for more than ninety days

NIL

36. SECRETARIAL STANDARDS COMPLIANCES:

Your Company has complied with the Secretarial Standards issued by the Institute of Company
Secretaries of India on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

37. 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:

The Company has not made any one-time settlement for loans taken from the Banks or Financial
Institutions, and hence the details of difference between amount of the valuation done at the time of
one-time settlement and the valuation done while taking loans from the Banks or Financial Institutions
along with the reasons thereof is not applicable.

38. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

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

39. LISTING WITH STOCK EXCHANGES:

Shares of the Company are listed on BSE Limited, and the Company confirms that it has paid the
annual Listing Fees for the year 2025-26.

40. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT:

The Board of Directors has adopted a policy and procedure on Code of Conduct for the Board Members
and employees of the Company in accordance with the SEBI (Prohibition of Insiders Trading)
Regulations, 2015. This Code helps the Company to maintain the Standard of Business Ethics and
ensure compliance with the legal requirements of the Company.

The Code is aimed at preventing any wrongdoing and promoting ethical conduct at the Board and by
employees. The Compliance Officer is responsible to ensure adherence to the Code by all concerned.
The Code lays down the standard of Conduct which is expected to be followed by the Directors and the
designated employees in their business dealings and in particular on matters relating to integrity in the
workplace, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management Personnel have confirmed Compliance with the
Code. Declaration of Code of Conduct is annexed as Annexure-VIII.

41. DISCLOSURE REQUIREMENTS:

The Company has devised proper systems to ensure compliance with the provisions of all applicable
Secretarial Standards issued by the Institute of Company Secretaries of India and is of the view that
such systems are adequate and operating effectively.

42. ACKNOWLEDGEMENTS:

The Directors acknowledge and sincerely appreciate the dedication, perseverance, and hard work
demonstrated by all employees across the Company. They also extend their heartfelt thanks to the
shareholders, government bodies, regulatory authorities, banks, stock exchanges, depositories, auditors,
customers, vendors, business associates, suppliers, distributors, and the communities surrounding the
Company’s operations. The Directors are grateful for their continued support, trust, and confidence in
the Company’s Management.

For GROARC INDUSTRIES INDIA LIMITED
(Formerly knowns as Telesys Info- Infra (I) Limited)
sd/- sd/-RAJENDHIRAN JAYARAM CHANDRAN GANESAN

Whole Time Director Whole Time Director

DIN: 01784664 DIN: 08166461

Date: 20th June 2026
Place: Chennai


 
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