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) ----------------Page (0) Break---------------- 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 ----------------Page (1) Break---------------- 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 ----------------Page (2) Break---------------- 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 ----------------Page (3) Break---------------- [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 ----------------Page (4) Break---------------- [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 ----------------Page (5) Break---------------- 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 . ’(j?// y PCS-3987 | @ MUMBAI /& & 57 MISH; e &75-5471 eA * ----------------Page (6) Break---------------- (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 ----------------Page (7) Break----------------