ENCLOSED HEREWITH REG 24 A APPLICABILITY CERTIFICATE FOR THR YEAR ENDED 31/03/2025
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Groarc Industries India Ltd has submitted its Annual Secretarial Compliance Report for the financial year ended 31 March 2025, as required under SEBI's listing rules. The Practicing Company Secretary reviewed the company's compliance with SEBI regulations, secretarial standards, and corporate governance norms, and found the company to be generally compliant across all areas including board processes, related party transactions, insider trading, and disclosures. No directors are disqualified under Section 164 of the Companies Act, no change in auditor occurred during the year, and the company has no subsidiaries. One observation was noted: the Income Tax Department issued a notice under Section 142(1) of the Income Tax Act, 1961 seeking details about a proposed preferential allotment of 1,04,56,629 equity shares at not less than Rs. 19 each to non-promoters against loan conversion of about Rs. 19.87 crore, to which the company has replied.
This is a routine annual compliance filing and does not indicate any serious regulatory trouble for shareholders. The Income Tax notice regarding the preferential allotment is a procedural inquiry and the company has already responded; investors should keep an eye on the outcome of this allotment and any related tax proceedings, which could affect share dilution or future disclosures.