Groww has formally submitted its Employee Stock Option Plan (ESOP) Trust Deed to both the Bombay Stock Exchange (BSE) and National Stock Exchange (NSE), marking a significant step in implementing its employee benefits program. The submission, made by Billionbrains Garage Ventures Limited, demonstrates the company's commitment to providing equity-based compensation to its workforce.

Regulatory Compliance and Trust Formation

The submission was made in strict compliance with Regulation 3(3) of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The company has established the Groww Employee Welfare Trust specifically to administer and implement the Billionbrains Garage Ventures Limited Employee Stock Option Scheme 2024.

Trust Structure and Governance

The trust deed outlines comprehensive governance mechanisms for the ESOP administration. The document establishes clear protocols for trustee appointments, with provisions for re-appointment and discharge of trustees based on specific criteria. The trust structure includes formation of committees comprising trustees, beneficiaries, and company representatives to ensure effective management and administration.

Key governance features include the establishment of rules and regulations by trustees in consultation with the Compensation Committee, remuneration frameworks for trust employees, and comprehensive record-keeping requirements. The trust maintains separate banking and demat accounts for operational efficiency.

Operational Framework

The trust deed specifies detailed operational procedures including account maintenance, audit requirements, and dissolution protocols. Annual auditing by chartered accountants is mandated, with accounting records to be maintained for a minimum period as prescribed under applicable law, extending to 8 years post-dissolution of either the scheme or trust.

Documentation and Transparency

In adherence to regulatory transparency requirements, Groww has made the trust deed information available on its corporate website. The company maintains its registered office at Vaishnavi Tech Park, South Tower, Bangalore, and operates under CIN L72900KA2018PLC109343. Company Secretary and Compliance Officer Roshan Dave signed the submission documents, ensuring proper authorization and compliance protocols.

The trust deed establishes an irrevocable trust structure with specific modification and dissolution clauses, providing stability while maintaining necessary flexibility for operational adjustments as approved by the Board or Compensation Committee.

Billionbrains Garage Ventures Limited has incorporated a wholly owned subsidiary, Groww Foundation, on February 02, 2026, as disclosed under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The incorporation follows the company's earlier communication dated December 19, 2025, regarding the establishment of a Section 8 company.

Foundation Structure and Legal Framework

Groww Foundation has been established as a Not-For-Profit Company under Section 8 of the Companies Act, 2013, structured as a company limited by guarantee. This legal framework enables the foundation to operate as a philanthropic entity while maintaining corporate governance standards.

Scope of Activities and Objectives

The foundation will undertake comprehensive philanthropic initiatives across multiple domains. Groww Foundation shall undertake activities relating to social development, education, environmental sustainability, research, culture, community engagement, and other philanthropic initiatives. This broad mandate positions the foundation to address various social and environmental challenges through structured programs.

Regulatory Compliance and Approvals

The incorporation process did not require specific governmental or regulatory approvals beyond standard company formation procedures. As a Section 8 company limited by guarantee, traditional share subscription mechanisms do not apply to this entity structure.

Corporate Governance Structure

Billionbrains Garage Ventures Limited maintains complete control over Groww Foundation with 100% ownership. The foundation operates under the oversight of the parent company while maintaining its distinct identity as a philanthropic organization. Company Secretary and Compliance Officer Roshan Dave signed the regulatory disclosure, ensuring proper compliance with SEBI Listing Regulations.

The establishment of Groww Foundation represents the company's commitment to structured corporate social responsibility and community engagement through a dedicated philanthropic vehicle.