GRM Overseas Ltd

Dematerialisation processing status

• Dematerialisation requests processed; confirmations to depositories within 15 days of receipt from participants.
• Mutilated certificates cancelled after verification; depository name substituted as registered owner within 15 days.
• Updates to the Depository and all stock exchanges where listed completed within 15 days.
• Register of Members updated accordingly.

AGM Details

• AGM held on 29-09-2026 at 12:30 PM via VC/OAVM; record date 22-09-2026.

Resolution 1: Adoption of Financial Statements

• Ordinary resolution to adopt standalone and consolidated financial statements for year ended 31 March 2026; passed 99.87%.

Resolution 2: Director Appointment by Rotation

• Special resolution to appoint director in place of Hukam Chand Garg; retires by rotation; eligible for re-appointment; passed 99.87%.

Resolution 3: RPT with GRM Foodkraft Private Limited

• Ordinary resolution to approve material related party transactions with GRM Foodkraft Private Limited for FY 2027-28.

Resolution 4: RPT with GRM International Holdings Limited (UK)

• Ordinary resolution to approve material related party transactions with GRM International Holdings Limited, UK.

Resolution 5: RPT with GRM Fine Foods INC. (USA)

• Ordinary resolution to approve material related party transactions with GRM Fine Foods INC., USA.

Resolution 6: RPT with Eros Agro & Farms Private Limited (USA)

• Ordinary resolution to approve material related party transactions with Eros Agro & Farms Private Limited, USA.

Resolution 7: RPT with Swmabhan Commerce Private Limited

• Ordinary resolution to approve material related party transactions with Swmabhan Commerce Private Limited, Associate Company.

Resolution 8: Variation in Utilization of Funds from Preferential Issue

• Special resolution to vary utilization of funds from preferential issue.

AGM Details

• Date and time: 29 September 2026, 12:30 PM IST.
• Mode: VC/OAVM per MCA/SEBI guidelines.
• Remote e-voting window: 26 Sep 2026 09:00 to 28 Sep 2026 17:00.
• Meeting concluded: 01:08 PM IST.

Key Resolutions

• Adopt standalone and consolidated financial statements for year ended 31 March 2026 (ordinary).
• Director to be appointed in place of retiring director (special).
• Approve material related party transactions with GRM Foodkraft Private Limited for FY 2027-28 (ordinary).
• Approve material related party transactions with GRM International Holdings Limited for FY 2027-28 (ordinary).
• Approve material related party transactions with GRM Fine Foods INC. for FY 2027-28 (ordinary).
• Approve material related party transactions with Eros Agro & Farms Private Limited for FY 2027-28 (ordinary).
• Approve material related party transactions with Swmabhan Commerce Private Limited for FY 2027-28 (ordinary).
• Variation in objects relating to utilisation of funds from Preferential Issue (special).

Material Related Party Transactions

• GRM Foodkraft Private Limited: RPT for FY 2027-28.
• GRM International Holdings Limited: RPT for FY 2027-28.
• GRM Fine Foods INC.: RPT for FY 2027-28.
• Eros Agro & Farms Private Limited: RPT for FY 2027-28.
• Swmabhan Commerce Private Limited: RPT for FY 2027-28.

Voting Results

• Voting results to be submitted separately.

GRM Overseas Ltd — Closure of Trading Window from October 01, 2026 till the end of 48 hours after the declaration of Unaudited Financial Results for the quarter and half year ended September 30, 2026

AGM and annual report access

• 32nd AGM scheduled on 29 September 2026 at 12:30 IST via VC/OAVM.
• Annual Report FY2025-26 and AGM Notice accessible online via the company site and stock exchanges.
• Letter will be sent to unregistered email holders with weblink and navigation path.

E-voting and shareholder updates

• Cut-off date for remote e-voting: 22 September 2026.
• Remote e-voting starts 26 September 2026 at 09:00 IST.
• Remote e-voting ends 28 September 2026 at 17:00 IST.
• Physical copies of Annual Report available on request.
• Unregistered email holders to update email and KYC with MAS Services Limited.

Purpose & Governance

• GRM Overseas submits standalone BRSR for FY2025-26 as part of the Annual Report.
• Board-approved policies; no external assurance; policies accessible on company website.

Business Profile

• CSR turnover Rs 1,16,585.42 lakhs; net worth Rs 54,512.75 lakhs.
• Exports account for 72.91% of turnover; rice milling contributes 95.11%.

Operations & Governance

• Main activity 100% manufacturing; 57 permanent staff and 407 workers; board eight directors, two women.
• Training: board and KMP 100%; employees and workers 90% coverage.

Environment & Resources

• Energy use: non-renewable energy 28,815.60 GJ; energy intensity 0.25 per turnover.
• Water use: groundwater withdrawal 102,78,297.80 kl; water intensity 88.16 per turnover.

AGM details

• Date/time: 29 September 2026 at 12:30 PM, via VC/OAVM.
• Remote e-voting window: 26 September 2026 09:00 IST to 28 September 2026 17:00 IST.
• Voting cut-off: 22 September 2026.
• Members’ registers closed: 23–29 September 2026.

Resolutions and voting type

• 1A Ordinary: Adoption of standalone financial statements for FY2025-26.
• 1B Ordinary: Adoption of consolidated financial statements for FY2025-26.
• 2 Special: Re-appointment of Hukam Chand Garg as Non-Executive Director.
• 3 Ordinary: Approve GFPL RPT for FY2027-28 up to ₹600 crore.
• 4 Ordinary: Approve GIHL RPT for FY2027-28 up to ₹35 crore.
• 5 Ordinary: Approve GRM Fine Foods Inc. RPT up to ₹10 crore.
• 6 Ordinary: Approve Eros Agro & Farms RPT up to ₹750 crore.
• 7 Ordinary: Approve Swmabhan Commerce RPT up to ₹100 crore.
• 8 Special: Variation in utilization of funds from preferential issue.

Dividend

• No dividend proposed or approved.

Director changes

• Re-appointment of Hukam Chand Garg as Non-Executive Director (age 83).

Material related party transactions

• GFPL: RPT up to ₹600 crore; purchase/sale/services; arm's length.
• GIHL: RPT up to ₹35 crore; UK subsidiary; various P2P transactions.
• GFFI: RPT up to ₹10 crore; USA subsidiary; sale of goods.
• Eros: RPT up to ₹750 crore; goods, services, loans, advances.
• Swmabhan: RPT up to ₹100 crore; associate; loans and goods.

Other approvals

• Variation in utilization of funds from preferential issue; ₹30 crore reallocated; total ₹136.05 crore unchanged.

Financial highlights

• Standalone revenue: ₹116,585.42 Lakh; up from ₹91,314.68 Lakh (FY25).
• Consolidated revenue: ₹176,919.60 Lakh; up from ₹134,819.28 Lakh (FY25).
• Standalone EBITDA: ₹9,732.33 Lakh (₹97.33 Cr).
• Consolidated EBITDA: ₹12,695.37 Lakh (₹126.95 Cr).
• Standalone PAT: ₹5,315.86 Lakh (₹53.16 Cr).
• Consolidated PAT: ₹7,604.37 Lakh (₹76.04 Cr).
• Standalone EPS (Basic): ₹5.49.
• Consolidated EPS (Basic): ₹7.85.
• Bonus issue approved 2:1; authorized capital up to ₹45 Cr; issued capital ₹41.44 Cr.
• 90,70,000 warrants converted to equity; 12,27,04,000 and 1,54,36,000 bonus shares issued.
• Dividend declared for FY26: Nil.
• Capex in FY26: ₹72.04 Cr; includes D-Stoner, Sizer, Separator, Solar panels.
• Domestic revenue crossed ₹740 Cr; 10X and Zarda King brands expanded.
• International revenue approx ₹854 Cr; 12 countries, Saudi distribution via Seven Star.
• Total borrowings ₹36,593.67 Lakh; net borrowings ₹36,477.51 Lakh; cash ₹0.12 Cr; net debt to equity 0.67x.
• Authorized capital raised to ₹45 Cr; issued capital ₹41.44 Cr; total equity ₹548.26 Cr.

Business segments & geography

• Domestic revenue driver across 10X and branded foods; strong distribution reach.
• International business remains strong; 54% of total revenue contribution (per filing).
• GRM entered strategic distribution with Seven Star Ltd in Saudi Arabia for 10X.
• International presence across 55+ countries; growth driven by private labels and own brands.
• Branded products expanded beyond rice; new health-focused products and Ready-to-Eat/Ready-to-Cook formats under focus.

Capital structure & corporate actions

• Authorized share capital increased from ₹20 Cr to ₹45 Cr; 2:1 bonus issued.
• Issued capital as of 31-03-2026: ₹41.44 Cr (₹2 face value).
• 90,70,000 convertible warrants converted to equity; subsequent bonus issuances completed.
• Consolidated equity stands at ₹548.26 Cr; net debt to equity 0.67x.
• Shares of promoters remain significant: Garg family holds substantial stake; cross holdings disclosed.

Governance & board

• Board strength 8 with 4 Independent Directors; 2 Women Directors.
• Sumit Mittal appointed Independent Director (Nov 13, 2025) and approved for 5-year term.
• Raj Kumar Garg resigned as Independent Director (Nov 13, 2025).
• Audit Committee: 3 Independent Directors; meetings held; recommendations accepted.
• Nomination & Remuneration Committee: 3 Independent Directors; familiarization program conducted.
• CSR Committee: 3 members; CSR policy approved; CSR activities disclosed.

Auditors, internal controls & risk governance

• Statutory auditors: Mehra Goel & Co; no qualifications reported.
• Secretarial auditors: Devesh Arora & Associates; no qualifications.
• Internal controls deemed adequate; annual secretarial and internal audits conducted.
• Risk Management Committee comprises 3 Independent Directors; policy reviewed; no risk flagged as existential.
• Management asserts going concern; comprehensive internal controls and monitoring processes in place.

Dividends, IEPF & shareholder matters

• Dividend for FY26 declared: Nil; dividend policy on record.
• IEPF: ₹1,43,720 transferred; 67,995 shares transferred to IEPF.
• AGM to be held via VC/OAVM on 29 Sep 2026; remittance and e-voting details provided.

ESG, CSR & sustainability

• Water withdrawal: 1,02,78,297.80 kl; water intensity 88.16 per ₹ lakh turnover.
• Energy: 28,815.60 GJ; energy intensity 0.25 per ₹ lakh turnover.
• CSR spend: ₹141.53 Lakh; CSR obligation: ₹141.46 Lakh; CSR policy on company website.
• Company HACCP-certified; environmental stewardship and sustainable sourcing emphasized.

Outlook, risks & strategic priorities

• FY28 roadmap aligned to FY27-28 execution; focus on domestic brand expansion and premium products.
• Expand international footprint; leverage 10X Ventures for growth opportunities.
• Strengthen supply chain, sustainability, and digital engagement; maintain prudent financial management.