GRM Overseas Ltd Directors Report

DIRECTORS REPORT

Dear Members,

GRM Overseas Limited

Your Directors take great pleasure in presenting 31st Annual Report of GRM Overseas Limited (the "Company") on business and operations, along with the Audited financial statements of Accounts for the financial year ended March 31,2025.

FINANCIAL SUMMARY

The Companys financial performance, for the year ended March 31st, 2025 is summarized below:

				(Amount in Lakh)
PARTICULAR	STANDALONE		CONSOLIDATED
	31.03.2025	31.03.2024	31.03.2025	31.03.2024
Revenue from Operations	91,314.68	1,18,582.93	1,34,819.28	1,31,244.18
Other Income	2,532.73	3,221.54	2,600.48	3,252.96
Total Income	93,847.41	1,21,804.47	1,37,419.76	1,34,497.15
Operating Expenditure	84,792.26	1,12,667.09	1,26,859.29	1,24,024.73
Earnings before Interest, Tax, Depreciation and Amortization (EBITDA)	9,055.15	9,137.38	10,560.47	10,472.42
Depreciation and amortization Expenses	297.20	354.16	310.59	366.84
Finance Costs	1,769.44	2,047.50	1,775.71	2,059.81
Profit before Exceptional Items and Tax	6,988.51	6,735.72	8,474.17	8045.77
Exceptional Items	Nil	Nil	Nil	Nil
Tax expense	1,888.29	1,596.90	2,350.54	1,973.87
Profit After Tax (PAT)	5,100.22	5,138.82	6,123.63	6,071.90
Other Comprehensive Income	(1.12)	11.65	(47.77)	(363.94)
Total Comprehensive Income for the year	5,099.10	5,150.46	6,075.86	5,707.96
Dividends	Nil	Nil	Nil	Nil
Transfer to General Reserve	Nil	Nil	Nil	Nil
EPS Basic	8.50	8.56	10.21	9.96
EPS Diluted	7.38	8.56	8.87	9.96

STATE OF COMPANY AFFAIRS, OPERATIONS AND FUTURE OUTLOOK

The Standalone revenue from operations ended at Rs. 91,314.68 Lakhs as compared to Rs. 1,18,582.93 lakhs previous year and Standalone Profit After Tax (PAT) of the current year stood at Rs. 5,100.22lakhs.

The Consolidated revenue from operations ended at Rs. 1,34,819.28 Lakhs as compared to Rs. 1,31,244.18 lakhs previous year and Consolidated Profit After Tax (PAT) of the current year stood at Rs. 6,123.63 lakhs. Your Company continues to retain its customers and at the same time having new associations, which reflects the ongoing trust of our customers to whom we dedicate our daily work.

During the financial year 2024-25, your Company continued to strengthen its position in both the traditional basmati rice export segment and the growing domestic FMCG food space under its flagship brand "10X".

DIVIDEND

During the Financial Year 2024-25, no dividend was declared by the company. The Directors of the Company are decided to retain the profits of the company.

The Board of Directors of the Company had approved and adopted a Policy on Distribution of Dividend, as amended from time to time, to comply with Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations). The said Policy of the Company sets out the parameters and circumstances that will be taken into account by the Board in determining whether or not to distribute dividend to its shareholders, the quantum of profits and/ or retained profits earned by the Company to be distributed as dividend. The Policy is available on the website of the Company https://www.grmrice.com/grm_file/03-09-25-06-05-13Dividend%20Distribution%20Policy %20amended%20Feb%202025.pdf.

TRANSFER TO RESERVES

Your Company Proposes not to Transfer any amount to General Reserves for the financial year 2024-25.

CHANGES IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of your company during the year under review.

SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS

As on March 31, 2025 your Company has Two subsidiaries viz., GRM International Holdings Ltd. and GRM Foodkraft Private Limited and one step down subsidiary viz., GRM Fine Foods Inc. There are no associate or Joint Venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). Further there has been no material change in the nature of business of the subsidiaries during the financial year 2024-25.

The policy for determination of material subsidiary is available on companys website at Companys website at https://www.grmrice.com/grm_file/03-09-25-08-30-10Policy%20 for%20determining %20material%20subsidiary%20updated.pdf

GRM Foodkraft Private Limited the unlisted material subsidiary has undergone Secretarial Audit by a practicing Company Secretary and their Secretarial Audit Report are also available on the website of the Company.

The Consolidated Financial Statements of your Company for the financial year 2024-25 are prepared in compliance with applicable provisions of the Companies Act, 2013 read with the Rules issued thereunder, applicable Indian Accounting Standards (Ind As) and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the "SEBI Listing Regulations"). The consolidated financial statements have been prepared by consolidating audited financial statements of your Company and its subsidiaries, as approved by the respective Board of Directors. Further, pursuant to the proviso of sub section (3) of section 129 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 a separate statement containing the salient features of the financial statements of Subsidiaries of the Company in the prescribed form AOC-1 is given in the Consolidated Financial Statements, forming part of this Annual report as Annexure- 1.

Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at cs@grmrice.com or at the Registered Office / Corporate Office of your Company. The financial statements including the consolidated financial statements, financial statements of subsidiaries and all other documents shall also be available on Companys website www.grmrice.com in downloadable format.

SHARE CAPITAL

As on March 31, 2025, the authorized share capital of the company was Rs. 20,00,00,000 (Rupees Twenty Crores) divided into 10,00,00,000 (Ten Crores) Equity Shares of Face Value of Rs. 2 Each.

As on March 31, 2025, the issued, subscribed and paid-up Equity Share Capital of the Company was Rs.

12,00,00,000/- (Rupees Twelve Crores only) comprising of 6,00,00,000 (Six Crores ) Equity Shares of face value of Rs. 2/- each.

a. Issue of equity shares with differential rights

Your Company has not issued any equity shares with differential rights during the year under review.

b. Issue of Sweat Equity Shares

Your Company has not issued any sweat equity shares during the year under review.

c. Issue of employee stock options

Your Company has not issued any employees stock options during the year under review.

d. Provision of money by Company for purchase of its own shares by employees or by trustees for the benefit of employees

Your Company has not made any provision of money for purchase of its own shares by employees or by trustees for the benefit of employees during the year under review.

e. Issue of Convertible Warrants

During the year under review, the Company allotted 90,70,000 (Ninety Lakhs Seventy Thousand) Convertible Warrants at a price of Rs.150/- (Rupees One Hundred and Fifty Only) including the Warrant Subscription Price of Rs.37.5/- (Rupees Thirty-Seven and Fifty Paise Only) and the Warrant Exercise Price of Rs.112.5/- (Rupees One Hundred and Twelve and Fifty Paise Only) each ("Warrant Issue Price"), aggregating up to Rs. 1,36,05,00,000/- (Rupees One Hundred and Thirty- Six Crores and Five Lakhs Only) ("Total Issue Size") on preferential basis to the persons/entities belonging to Promoter and Non-Promoter Category.

CHANGE IN CAPITAL STRUCTURE AND LISTING OF SHARES

During the year under review there has been no changes in capital structure.

TRANSFER OF AMOUNTS AND SHARES TO INVESTOR EDUCATION & PROTECTION FUND

Pursuant to the provisions of Section 124 of the Companies Act, 2013 and The Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, read with all relevant notifications as issued by the Ministry of Corporate Affairs from time to time and Amendment thereto, all shares in respect of which dividend has remained unpaid or unclaimed and shares on which the for a period of seven years have been transferred by the Company, within the stipulated due date, to the Investor Education and Protection Fund (IEPF).

The company was not required to transfer any amount to the Investor Education and Protection Fund in terms of Section 125 of the Companies Act, 2013 during the financial year 2024-25.

Dividend Due to be Transferred to transferred to the IEPF

During the financial year 2024-25 no such unpaid or unclaimed dividend amount is required to be transferred to IEPF.

The following table give information relating to financial year wise outstanding dividends and the dates by which they can be claimed by the shareholders from the Companys RTA:

Particulars	Date of Declaration	Date of Completion of seven years	Due Date for Transfer to IEPF	Amount as on 31st March, 2025 (In Rs.)
Final Dividend 2017-18	29th September, 2018	06th November, 2025	05th December, 2025	1,43,720
Final Dividend 2018-19	30th September, 2019	07th November, 2026	06th December, 2026	2,01,680
Final Dividend 2019-20	30th September, 2020	07th November, 2027	06th December, 2027	91268.97
Interim Dividend 2020-21	10th March, 2021	18th April, 2028	17th May, 2028	2,90,789
Interim Dividend 2021-22	12th August, 2021	20th September, 2028	19th October, 2028	143184.25
Interim Dividend 2021-22	27th October, 2021	05th December, 2028	04th January, 2029	1,52,413
Interim Dividend 2021-22	24th January, 2022	01st March, 2029	31st March, 2029	1,03,029
Interim Dividend 2022-23	16th May, 2022	22nd June, 2029	21st July, 2029	43,106.25
Interim Dividend 2022-23	17th August, 2022	23rd September, 2029	22nd October, 2029	35,414.80
2023-24		No Dividend Declared
2024-25		No Dividend Declared

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

The Company in its Board Meeting held on 28th May, 2025 approved the conversion of 13,52,000 (Thirteen Lakhs Fifty Two Thousand) convertible warrants into 13,52,000 (Thirteen Lakhs Fifty Two Thousand) equity shares of face value of Rs.2/- each, on preferential basis, upon receipt of an amount aggregating to Rs.

15,21,00,000/- (Rupees Fifteen Crores Twenty One Lakhs only) at the rate of Rs. 112.5 (Rupees One Hundred Twelve and Paisa Fifty Only) per warrant (being 75% of the issue price per warrant) from the allottees pursuant to the exercise of their rights of conversion into equity shares in accordance with the provisions of SEBI (ICDR) Regulations, 2018.

Post allotment of the aforesaid shares, the paid-up capital of the Company has increased from Rs. 12,00,00,000/- (6,00,00,000 equity shares of face value of Rs. 2/- each fully paid up) to Rs. Rs. 12,27,04,000/- (6,13,52,000 equity shares of face value of Rs.2/- each fully paid up). The new equity shares so allotted, shall rank pari-passu with the existing equity shares of the Company.

SEGMENT REPORTING

Your company is engaged and focused on single activity of ‘Rice Sheller to provide better results and to be leader in its core activity.

BOARD OF DIRECTORS

As on March 31, 2025, your Companys Board has a strength of 8 (eight) Directors including 2 (Two) Woman Directors. The Chairman of the Board was an Executive Director. The composition of the Board was as below:

Category	Number of Directors	% to Total Number of Directors
Executive Directors	2	25.00
Non Executive, Non Independent Director	2	25.00
Non-Executive-Independent Directors	4	50.00

CHANGES IN BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the Period under review and to the till date the following Changes taken place in Board of Directors and Key Managerial Personnel:

Sr. Name of Director No and KMP	Designation	Effective Date of Change	Appointment/Re- Appointment/Cessation/ Change in Designation
1. Mr. Gautam Gupta	Independent Director	14.08.2024	Re-appointment

AUDIT COMMITTEE

As on March 31, 2025, the Audit Committee of GRM Overseas Limited comprises of following 3 (Three) Members, all are Non-Executive Independent Directors:

Name of the members	Designation
Mr. Raj Kumar Garg	Chairman
Mr. Gautam Gupta	Member
Ms. Nidhi	Member

All the recommendations made by the Audit Committee were accepted by the Board of Directors. The Powers and role of the Audit Committee are included in report on Corporate Governance forming part of this Annual Report.

KEY MANAGERIAL PERSONNELS

The following employees were designated as whole-time key managerial personnel by the Board of Directors during the year under review and the date of this report:

(i) Mr. Atul Garg, Managing Director

(ii) Mrs. Mamta Garg, Whole Time Director

(iii) Mr. Vedant Garg, Chief Financial Officer

(iv) Mr. Sachin Narang- Company Secretary and Compliance Officer

DIRECTOR NOMINATION AND REMUNERATION COMMITTEE:

The Board has on the recommendation of the Nomination & Remuneration Committee (the ‘NRC") has framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report and placed on the website of company at https://www.grmrice.com/grm_file/25-08-23-06-29-34Nomination%20and%20Remuneration%20Policy.pdf.

As on March 31,2025, the Nomination and Remuneration Committee of GRM Overseas Limited comprises of following 3 (Three) Members, all are Non-Executive Independent Directors:

Name of the members	Designation
Mr. Raj Kumar Garg	Chairman
Mr. Gautam Gupta	Member
Ms. Nidhi	Member

RISK MANAGEMENT POLICY

The Board of Directors of the Company in its meeting held on 12th August, 2021 adopted risk management policy in Accordance with regulation 17 and 21 of SEBI (Listing Obligations and Disclosure Requirement), 2015. The Risk Management Committee periodically review and evaluate the risk management system of the Company so that the management controls the risks through properly defined network.

The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Companys management systems, organizational structures, processes, standards, together form the Best Management System (BMS) that governs how the Company conducts the business and manages associated risks.

The Company has introduced several improvements such as Internal Controls Management and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities. This integration is enabled by Internal Audit methodologies and processes.

NUMBER OF MEETINGS OF THE BOARD

During the Financial Year 2024-25, 14 (Fourteen) Board meetings were held, which are as follows:

Sr. No.	Date of Board Meetings
1	April 16, 2024
2	May 07, 2024
3	May 29, 2024
4	June 21, 2024
5	August 08, 2024
6	August 12, 2024
7	August 26, 2024
8	August 28, 2024
9	September 25, 2024
10	November 02, 2024
11	November 13, 2024
12	December 02, 2024
13	December 17, 2024
14	February 13, 2025

For details thereof kindly refer to the section ‘Board Meeting and Procedures - Details of Board Meetings held and attended by the directors during the financial year 2024-25 in the report of Corporate Governance forming part of this Annual Report.

SEPARATE MEETINGS OF INDEPENDENT DIRECTORS

In terms of requirements under Schedule IV of the Act and Regulation 25(3) of SEBI Listing Regulations, a separate meeting of the Independent Directors was held on February 13, 2025.

The Independent Directors at the said meeting, inter-alia, reviewed the following:

• Performance of Non-Independent Directors and Board as a whole.

• Performance of the Chairman of the Company, taking into account the views of Executive Director and Non Executive Directors.

• Assessed the quality, quantity and timeliness of flow of information between the Company, Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

• Effectiveness of the Companys internal control systems and compliance mechanisms, and suggested improvements wherever necessary.

STATEMENT ON ANNUAL EVALUATION OF THE BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS

The Board has laid down the manner and criteria of evaluation of the Board of its own, Committees and Individual Directors in which annual evaluation of the Board, Committees of the Board and Individual Directors would be evaluated. The said criteria are aligned with the SEBI circular dated 5th January 2017 on ‘Guidance Note on Board Evaluation. The evaluation includes various criteria including performance, knowledge, roles and responsibilities etc.

The Board of Directors has evaluated its Committees, Individual Directors (i.e. Executive and Non-executive Director) and the Board itself. After evaluation, the Board found their performances upto the mark and satisfactory. The Nomination and Remuneration Committee has also evaluated the individual performance of each Director and found it satisfactory.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions under Section 134(5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, the Directors confirm:

i) that in the preparation of the Annual Accounts for the year ended March 31, 2025, the applicable Indian Accounting standards (Ind AS) have been followed and that there are no material departures;

ii) that appropriate accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs as at March 31,2025 and of the profit of the Company for the Financial year ended on March 31, 2025;

iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the annual accounts for the year ended March 31,2025 have been prepared on a going concern basis;

v) that they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi) that they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY

All Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 read with SEBI Listing Regulations, so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and SEBI Listing Regulations.

PARTICULARS OF REMUNERATION OF DIRECTORS AND KMPs

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Corporate Governance Report.

A statement containing the details of the Remuneration of Directors and KMPs as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as part of this Report as Annexure-2.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, The Annual Return of your Company is available on its corporate website at https://www.grmrice.com/annual-returns/.

AUDITORS AND AUDITORS REPORT

i) STATUTORY AUDITORS

The members at their Annual General Meeting held on 26th September, 2023 have approved the appointment of M/s. Mehra Goel & Co., Chartered Accountants (Firm Registration No. 000517N), as Statutory Auditors of the Company, for a term of five consecutive years i.e. from the conclusion of 29th Annual General Meeting till the conclusion of 34th Annual General Meeting of the Company at such remuneration as may be mutually agreed by the Board of Directors and the auditors.

The Statutory Auditors - M/s Mehra Goel & Co., Chartered Accountants, have submitted their Report on the Financial Statements of the Company for the FY 2024-25, which forms part of the Annual Report 2024-25. The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments or explanations. The Auditors Report does not contain any qualification, reservation or adverse remark.

There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of Companies Act, 2013 read with rules framed thereunder, either to the Company or to the Central Government.

ii) SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Devesh Arora & Associates, Company Secretaries, having their office at, WZ 9B, 1st Floor, Meenakshi Garden, Opp Pecific Mall, New Delhi-110018 to undertake the Secretarial Audit functions of the Company.

The Secretarial Audit Report for the Financial Year ended March 31, 2025 submitted by M/s Devesh Arora & Associates, in the prescribed form MR- 3 is attached as ‘Annexure 3 which forms part of this Report.

The Secretarial Audit report does not contain any qualification, reservation or adverse remark or disclaimer made by the company secretary in practice.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The company has duly constituted the CSR Committee, which is responsible for fulfilling the CSR objectives of the company. The Corporate Social Responsibility Committee (the "CSR Committee") has formulated and recommended to the Board, a Corporate Social Responsibility Policy (the "CSR Policy") indicating the activities to be undertaken by the Company, which has been approved by the Board. The Company has been actively participating in CSR activities and manages and supports various charitable and philanthropic work in the vicinity where it operates. The CSR policy of the company on corporate social responsibility initiatives is place on website of company at https://www.grmrice.com/grm_file/24-07-25-11-07-15CSR%20Policy%20updated%2024.05.2023.pdf The Annual Report on CSR activities is annexed herewith as Annexure 4 to this report.

ENERGY CONSERVATION, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 the details of activities in the nature of Energy Conservation, Research and Development, Technology Absorption and Foreign Exchange Earnings and Outgo is attached as Annexure 5 and forms integral part of this Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

DISCLOSURE ON DEPOSITS UNDER CHAPTER V

The Company has neither accepted nor renewed any deposits during the Financial Year 2023-24 in terms of Chapter V of the Companies Act, 2013. Further, the Company is not having any unpaid or unclaimed deposits at the end of the Financial Year.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Details related to Loans, Guarantee, and investments covered under the provisions of Section 186 of the Companies Act, 2013 are provided in the notes to the financial statements.

RELATED PARTY TRANSACTIONS:

During the year under review, the Board has adopted a policy to regulate the transactions of the Company with its related parties. As per policy, all the related party transactions required prior approval of Audit Committee and Board of Directors of the Company. Prior approval of shareholders of the Company is also required for certain related party transactions as prescribed under Companies Act, 2013 and listing Regulations. The said policy is available at the company website i.e https://www.grmrice.com/grm_file/12-11-24-06-07- 01RPT%20Policy%20amended%2006th%20Feb,%202024.pdf.

All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with promoters, key managerial personnel or other designated persons which may have potential conflict with interest of the company at large. (AOC-2- Annexure 6)

CORPORATE GOVERNANCE

At GRM we hold ourselves to the high standards of corporate governance, recognizing its pivotal role in fostering trust, integrity, and accountability within our organization. Our philosophy revolves around ethical leadership, board independence, and transparent communication.

The Corporate Governance report which form an integral part of this Report, are set out as separate Annexures, together with the Certificate from the Practicing Company Secretary regarding compliance with the requirements of Corporate Governance as stipulated in Listing Obligation and Disclosure Requirements) 2015. (Annexure -7)

DISCLOSURE ON VIGIL MECHANISM (WHISTLE BLOWER POLICY)

Pursuant to Regulation 22 of SEBI Listing Regulations, your Company has established a mechanism called Vigil Mechanism (Whistle Blower Policy) for directors and employees to report to the appropriate authorities of unethical behaviour, actual or suspected, fraud or violation of the Companys code of conduct or ethics policy and provides safeguards against victimization of employees who avail the mechanism. The policy permits all the directors and employees to report their concerns directly to the Chairman of the Audit Committee of the Company.

The Vigil Mechanism (Whistle Blower Policy) as approved by the Board, is uploaded on the Companys website at https://www.grmrice.com/grm_file/25-08-23-06-35-21Whistle%20Blower%20Policy.pdf.

MATERIAL ORDERS BY GOVERNING AUTHORITIES

There were no significant or material orders passed by any governing authority of the Company including regulators, courts or tribunals, which could affect the going concern status and the Companys operations in future.

INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "Code of Conduct for Board Member and Senior Management" which forms an Appendix to the Code. The Code has been posted on the Companys website.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the workplace, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required by Regulation 34 read with Para B of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 {‘SEBI (LODR) Regulations, 2015}, a detailed ‘Management Discussion and Analysis Report (MDA) is attached as a separate section forming part of the Annual Report. More details on operations and a view on the outlook for the current year are also given in the ‘Management Discussion and Analysis Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility Report of your Company for the Financial Year 2024-25 forms part of this Annual Report as required under Regulation 34(2)(f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

HEALTH, SAFETY AND ENVIRONMENT PROTECTION

The Company has complied with all the applicable environmental laws and labour laws. The Company has been complying with the relevant laws and has been taking all necessary measures to protect the environment and maximize worker protection and safety.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Board of Directors of the Company has laid down a policy on prevention of sexual harassment at the workplace. An Internal Complaint Committee has also been formed by the Board of Directors to look into the complaints received, if any.

The Company recognizes the ‘corporate responsibility to respect human rights, a complaint committee (CC) has been set up at all operations locations of the Company where employees can register their complaint against sexual harassment. The Company is committed to providing work environment that ensures every employee is treated with dignity and respect and afforded equitable treatment. This is supported by the Prevention of Sexual Harassment Policy which ensures a free and fair enquiry process with clear timelines for resolution in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, to redress complaints received regarding sexual harassment at all locations and adopted a policy on prevention of sexual harassment at workplace.

The following is a summary of sexual harassment complaints received and disposed off during the year 2024-25.

No of complaints received	: Nil
No of complaints disposed off	: Nil

SECRETARIAL STANDARDS

During the year under review, your Company had complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

STATUTORY DISCLOSURES

Neither any application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 nor any settlement has been done with banks or financial institutions, during the year under review.

ACKNOWLEDGEMENT

The Board of Directors of the Company acknowledges with gratitude the co-operation and assistance provided to your Company by its bankers, financial institutions, government and other agencies. Your Directors thank the customers, vendors and other business associates for their continued support in the companys growth.

Your Directors also wish to place on record their appreciation to the contribution made by the employees and workers of the Company, because of which, the Company has achieved impressive growth through the competence, hard work, solidarity and co-operation at all levels. The Board would like to place its sincere gratitude to its valued shareholders for their continued support to the Company and its trust and confidence on the Board of Directors.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
Sd/-	Sd/-
Atul Garg	Mamta Garg
Managing Director	Director
DIN : 02380612	DIN : 05110727

Place : Panipat

Date: 27^th August, 2025

Registered Office:

128, First Floor Shiva Market,

Pitampura, New Delhi-110034

T (+91) 011-47330330

E investor.relations@grmrice.com

CIN L74899DL1995PLC064007

W www.grmrice.com