Groarc Industries India Ltd — Updates, 30-05-2025: Company Update

GROARC INDUSTRIES INDIA LIMITED (FORMERLY KNOWN AS TELESYS INFO-INFRA () LIMITED)

GSTIN 33AABCTIS82G2Z) G R O A R C MAIL: telesysitd@gmail.com

LANDLINE : 044 4951 0200 o ' NDUSTRIES INDIA LIMITED CELL : 98400 44669

ADDR : 1/L BLACKERS ROAD, 2F GAIETY PALACE

2ND FLOOR, CHINTADRIPET, CHENNAI - 600 002.

Date: 29th May, 2025

To,

The General Manager,

Listing Department

BSE Limited

Phiroze Jeejeebhoy Towers,

Dalal Street,

Mumbai- 400 001

SCRIP CODE: 532315

Subject: Report Under Regulation Regulation 24A of the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015 [“SE ODR) Regulations”

Dear Sir/Madam,

Please find enclosed herewith Report Under Regulation 24A of the SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015 [“SEBI (LODR) Regulations”]

for the year ended March 31, 2025.

Kindly take the same on record.

For GROARC INDUSTRIES INDIA LIMITED,

(Formerly known as Telesys Info-Infra (I) Limited)

4 »fi..-/)'v/—\\

Chandran Ganesan

Whole time Director

(DIN: 08166461)

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RAMESH CHANDRA MISHRA & ASSOCIATES

Company Secretary in Practice & Corporate Legal Advisor

Annual Secretarial Compliance Report of Groarc Industries India Limited

(Formerly known as Telesys Info-Infra (I) Limited) for the year ended March 31s

2025 issued under Regulation 24A of SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015

We, Ramesh Chandra Mishra and Associates, Company Secretaries have conducted the review

of the compliance of the applicable statutory provisions and the adherence to good corporate

practices by Groarc Industries India Limited (Formerly known as Telesys Info-Infra (I)

Limited) (hereinafter referred as ‘the listed entity’), having its Registered Office at No. - 1/L

Blackers Road, 2F Gaiety Palace 2nd Floor Chintadripet, Chennai, Tamil Nadu, India, 600002,

Secretarial Review was conducted in a manner that provided us a reasonable basis for evaluating

the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the listed entity’s books, papers, minutes books, forms and returns

filed and other records maintained by the listed entity and also the information provided by the

listed entity, its officers, agents and authorized representatives during the conduct of Secretarial

Review, we hereby report that in our opinion, the listed entity has, during the review period

covering the financial year ended on March 31, 2025, complied with the statutory provisions

listed hereunder and also that the listed entity has proper Board processes and compliance

mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined:

(a) all the documents and records made available to us and explanation provided by Groarc

Industries India Limited.,

(b) the filings/ submissions made by the listed entity to the stock exchanges,

(c) website of the Listed Entity,

(d) any other document/ filing, as may be relevant, which has been relied upon to make this

certification.

For the year ended 315t March, 2025 in respect of compliance with the provisions of:

(a) the Securities and Exchange Board of India Act, 1992 (“SEBI Act”) and the Regulations,

circulars, guidelines issued thereunder; and

(b) the Securities Contracts (Regulation) Act, 1956 (“SCRA"), rules made thereunder and the

Regulations, circulars, guidelines issued thereunder by the Securities and Exchange Board of

India (“SEBI").

The specific Regulations, whose provisions and the circulars/ guidelines issued thereunder, have

been examined, include:

a. Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015; Z

Office : 129-B Ansa Industrial Estate, Saki Vihar Road, Saki Naka, Andheri (E), Mumbai-400072

E-mail : sumitamgmt@gmail.com; fcsrem@gmail.com; Tel: 022-42153479/+91- 9029000295

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b. Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulations, 2018;

¢. Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)

Regulations, 2011;

d. Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018;

e. Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)

Regulations, 2021;

f. Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,

2008;

g Securities and Exchange Board of India (Issue and Listing of Non-Convertible and Redeemable

Preference Shares) Regulations,2021;

h. Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

i. Other regulations as applicable and circulars/ guidelines issued thereunder;

We hereby report that, during the Review Period the compliance status of the listed entity is

appended as below:

S W Particulars

No. |

Compliance

Status

(Yes/No/NA)

Observations/Remar!

by PCS

Secretarial Standards:

The compliances of the listed entity are in

accordance with the applicable Secretarial

Standards (SS) issued by the Institute of

Company Secretaries India (ICSI), as

notified by the Central Government under

section 118(10) of the Companies Act,

2013 and mandatorily applicable.

Yes Complied.

Adoption and timely updation of the

Policies:

1. All applicable policies under SEBI

Regulations are adopted with the approval

of board of directors of the listed entities.

2. All the policies are in conformity with

SEBI Regulations and has been reviewed &

timely updated as per the |

regulations/circulars/guidelines issued by

SEBI

Maintenance and disclosures on

Website:

1. The Listed entity is maintaining a

functional website.

2. Timely dissemination of the documents/

information under a separate section on

the website.

3. Web-links provided in annual corporate

lgovernance reports under Regulation

27(2) are accurate and specific which

Yes Complied

Yes Complied

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redirects to the relevant document(s)/

section of the website.

Disqualification of Director: Yes Complied

None of the Director (s) of the Company are

disqualified under Section 164 of

Companies Act, 2013.

To examine details related to | NotApplicable The Company Does not

Subsidiaries of listed entities: have any Subsidiary.

(a) Identification of material subsidiary

companies.

(b) Requirements with respect to

disclosure of material as well as other

subsidiaries. |

Preservation of Documents: Yes Complied

The listed entity is preserving and

maintaining records as prescribed under

SEBI Regulations and disposal of records as

per Policy of Preservation of Documents

and Archival policy prescribed under SEBI

LODR Regulations, 2015.

Performance Evaluation: | Yes Complied

The listed entity has conducted

performance evaluation of the Board,

Independent Directors and the Committees

at the start of every financial year as

prescribed in SEBI Regulations.

Related Party Transactions: Yes Complied

(a) The listed entity has obtained prior

approval of Audit Committee for all Related

party transactions.

(b) In case no prior approval obtained, the |

listed entity shall provide detailed reasons

along with confirmation whether the

transactions were subsequently

approved/ratified/rejected by the Audit

committee.

Disclosure of events or information: Yes Complied

The listed entity has provided all the

required disclosure(s) under Regulation

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[30 along with Schedule 11l of SEBI LODR

Regulations, 2015 within the time limits

prescribed thereunder.

Exchange(s). if any:

No action(s) has been taken against the

listed entity/ its promoters/ directors/

subsidiaries either by SEBI or by Stock

| Exchanges (including under the Standard

Operating Procedures issued by SEBI

through various circulars) under SEBI

| Regulations and circulars/ guidelines

issued thereunder (or) The actions taken

against the listed entity/ its promoters/

directors/ subsidiaries either by SEBl or by

Stock Exchanges are specified in the last

column.

10. | Prohibition of Insider Trading: Yes Complied

| The listed entity is in compliance with

| Regulation 3(5) & 3(6) SEBI (Prohibition of

Insider Trading) Regulations, 2015

11. | Actions taken by SEBI or Stock Yes The Notice issued to the company under sub-

section (1) of Section

142 of the Income Tax

Act, 1961 during the

period under review.

Further the details

called by the income

tax department for the

share allotment of

1,04,56,629 Equity

Share of Rs. 10/- each

to be issued at a price

not less than Rs. 19/- to

Non-Promoters against

the Conversion of Loan

Amount aggregating to

Rs, 19,86,75.951/- on a

Preferential Basis and

the company has given

the reply for the same.

12, ‘ Additional Non-compliances. if any: Yes

No additional non-compliance observed

for all SEBI regulation/circular/guidance

note etc.

No additional non-

compliance observed

by SEBI.

Compliances related to resignation of statutory auditors from listed entities and their material

subsidiaries as per SEBI Circular CIR/CFD/CMD1/114/2019 dated 18th October, 2019:

S; Particulars Compliance Observations/Remarks by

No. Status PCS

(Yes/No/NA)

1. Compliances with the following conditions while appointing/re-appointing an

| auditor

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[i. Ifthe auditor has resigned within 45 | Not Applicable No change in auditor during

| days from the end of a quarter of a the relevant period.

financial year, the auditor before

such resignation, has issued the

limited review/ audit report for

such quarter; or

ii. If the auditor has resigned after 45

days from the end of a quarter of a

financial year, the auditor before

such resignation, has issued the

limited review/ audit report for

such quarter as well as the next

quarter; or

ii. If the auditor has signed the limited

review/ audit report for the first

three quarters of a financial year,

the auditor before such resignation,

has issued the limited review/ audit

report for the last quarter of such |

financial year as well as the audit

report for such financial year. | |

Other conditions relating to resignation of statutory auditor

i. Reporting of concerns by Auditor | Not Applicable

with respect to the listed entity/its No change in auditor during

material subsidiary to the Audit the relevant period.

Committee:

a) In case of any concern with the

management of the listed

entity/material subsidiary such as

non-availability of information / non-

cooperation by the management

which has hampered the audit

process, the auditor has approached

the Chairman of the Audit Committee

of the listed entity and the Audit

Committee shall receive such concern

directly and immediately without

specifically waiting for the quarterly

Audit Committee meetings.

b) In case the auditor proposes to

resign, all concerns with respect to

the proposed resignation, along with

relevant documents has been brought

to the notice of the Audit Committee.

In cases where the proposed

resignation is due to non-receipt of

information / explanation from the

company, the auditor has informed

the Audit Committee the details of

information/ explanation sought and

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not provided by the management, as

applicable.

<) The Audit Committee / Board

of Directors, as the case may be,

deliberated on the matter on receipt

of such information from the auditor

relating to the proposal to resign as

mentioned above and communicate

its views to the management and the

auditor.

i. Disclaimer in case of non-receipt of

information:

The auditor has provided an

appropriate disclaimer in its audit

report, which is in accordance with the

Standards of Auditing as specified by

ICAI / NFRA, in case where the listed

entity/ its material subsidiary has not

provided information as required by

the auditor.

3 The listed entity/its material

subsidiary has obtained information

from the Auditor upon resignation, in

the format as specified in Annexure- A

in SEBI Circular CIR/

CFD/CMD1/114/2019 dated 18th

October, 2019.

Not Applicable

No change in auditor during

the relevant period.

*Observations/Remarks by PCS are mandatory if the Compliance status is provided as ‘No’ or ‘NA’

(a) (**) The listed entity has complied with the provisions of the above Regulations and circulars/

guidelines issued thereunder, except in respect of matters specified below: -- NA

[Sr. Compliance | Regulation | Devi Actions

no | Requiremen | /Circular ation | Taken

t No. s | by

(Regulation |

/circulars/g

uidelines

including

specific

clause)

Ty

pe

of

Act

ion

Detail

s of

Violati

on

Fine Observati | Manage | Remar

Amou | ons/Rem | ment ks

nt arks of | respons

the PCS .

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(b) Thelisted entity has taken the following actions to comply with the observations made in previous

reports: NA

Sr | Observations/ Observations | Compliance

.n | Remarks of the | made in the Requirement

o | Practicing

Company

Secretarial (Regulations,

Compliance | circulars/

Secretary (PCS) | report for the guidelines

| in the previous | year ended including

reports) specific

clause)

Details o

violation

Remedial

actions, ifany,

Deviations and| taken by the

actions taken| listed entity

/penalty

| imposed, if any,

on the listed

entity

Comment s of the

PCS on the actions

taken by the listed

entity

| |

Assumptions & Limitation of scope and Review:

1. Compliance of the applicable laws and ensuring the authenticity of documents and information

furnished, are the responsibilities of the management of the listed entity.

2. Our responsibility is to certify based upon our examination of relevant documents and

information. This is neither an audit nor an expression of opinion.

3. We have not verified the correctness and appropriateness of financial Records and Books of

Accounts of the listed entity.

4. This Report is solely for the intended purpose of compliance in terms of Regulation 244 (2) of

the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and is neither an

assurance as to the future viability of the listed entity nor of the efficacy or effectiveness with

which the management has conducted the affairs of the listed entity.

For Ramesh Chandra Mishra & Associates,

T

Qfi‘@ R —

Ramesh Chandra Mishra

Membership. No.: 5477

C.P.No.: 3987

Peer Review Certificate No:- 1133/2021

Place: Mumbai

Date: 19/05/2025

UDIN: F005477G000380335

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