Your Directors take great pleasure in presenting 32nd 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 31,2026.

FINANCIAL SUMMARY

The Company’s financial performance, for the year ended March 31st, 2026 is summarized below:

(Amount in Lakh)

STATE OF COMPANY AFFAIRS, OPERATIONS AND FUTURE OUTLOOK

During the Financial Year 2025-26, the Company continued to strengthen its market position through operational
excellence, customer-centric initiatives, and a focused approach towards sustainable growth across its domestic
and international businesses.

On a standalone basis, the Company recorded Revenue from Operations of Rs. 1,16,585.42 Lakhs as against
Rs. 91,314.68 Lakhs in the previous financial year, reflecting a healthy growth in business operations. The
Profit After Tax (PAT) for the year stood at Rs. 5,315.86 Lakhs, compared to Rs. 5,100.22 Lakhs in the previous
financial year.

On a consolidated basis, the Company achieved Revenue from Operations of Rs. 1,76,919.60 Lakhs as compared
to Rs. 1,34,819.28 Lakhs during the previous financial year, registering a robust growth. The Consolidated Profit
After Tax (PAT) for the year increased to Rs. 7,604.37 Lakhs, as against Rs. 6,123.63 Lakhs in the previous
financial year, demonstrating the continued strength of the Company’s diversified business operations.

The Company continues to enjoy the confidence and trust of its customers by maintaining long-standing
business relationships while expanding its customer base through new strategic associations. The consistent
focus on quality, innovation, customer satisfaction, and operational efficiency has enabled the Company to
further consolidate its position in the industry.

During the year, the Company continued to strengthen its leadership in the basmati rice export business while
expanding its footprint in the domestic FMCG segment under its flagship brand “10X”. The Company remained
focused on enhancing its product portfolio, strengthening distribution channels, increasing brand visibility,
improving supply chain efficiencies, and leveraging technology to drive sustainable growth.

DIVIDEND

During the Financial Year 2025-26, no dividend was declared by the company. The Directors of the Company
have 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 2025-26.
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, 2026, your Company has two subsidiaries, namely GRM International Holdings Ltd. and
GRM Foodkraft Private Limited, one step-down subsidiary, namely GRM Fine Foods Inc., and one Associate
Company, namely Swamabhan Commerce Private Limited, within the meaning of the Companies Act, 2013.
The Company does not have any Joint Venture as on the date of this Report. Further, there has been no material
change in the nature of business of the subsidiaries and associate company during the financial year 2025-26.

The policy for determination of material subsidiary is available on company’s website at Company’s website at

https://www.grmrice.com/grm_file/03-09-25-08-30-10Policy%20for%20determining%20material%20subsidiary%20updated.pdf

GRM Foodkraft Private Limited, the unlisted material subsidiary of the Company, has undergone Secretarial Audit
by a Practicing Company Secretary in accordance with the applicable provisions of the Companies Act, 2013 and
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Secretarial Audit Report of
the material subsidiary forms part of the Annual Report and is also available on the website of the Company.

The Consolidated Financial Statements of your Company for the financial year 2025-26 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 Company’s website www.grmrice.com in downloadable format.

SHARE CAPITAL, CHANGES IN CAPITAL STRUCTURE AND LISTING OF SHARES

As on March 31, 2026, the Authorized Share Capital of the Company stood at Rs. 45,00,00,000/- (Rupees
Forty-Five Crores Only) divided into 22,50,00,000 (Twenty-Two Crores Fifty Lakhs) Equity Shares of Rs. 2/-
(Rupees Two Only) each.

As on March 31,2026, the Issued, Subscribed and Paid-up Equity Share Capital of the Company stood at Rs.
41,44,20,000/- (Rupees Forty-One Crores Forty-Four Lakhs Twenty Thousand Only) comprising 20,72,10,000
(Twenty Crores Seventy-Two Lakhs Ten Thousand) Equity Shares of Rs. 2/- each, fully paid-up.

During the Financial Year 2025-26, the capital structure of the Company underwent changes pursuant to the
conversion of Fully Convertible Warrants into Equity Shares and the issue of Bonus Equity Shares.

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. Bonus Issue of Equity Shares

During the year under review, the Board of Directors approved the issue of Bonus Equity Shares in the ratio
of 2:1, i.e., two (2) new fully paid-up equity shares for every one (1) existing fully paid-up equity share
held by the Members of the Company by way of capitalization of a sum not exceeding Rs. 27,62,80,000/-
(Rupees Twenty-Seven Crores Sixty-Two Lakhs Eighty Thousand Only) out of the Securities Premium
Account and/or such other eligible reserves of the Company as permitted under the applicable provisions of
the Companies Act, 2013 and other applicable laws.

To facilitate the Bonus Issue, the Board also approved the increase in the Authorized Share Capital of
the Company from Rs. 20,00,00,000/- (Rupees Twenty Crores Only) divided into 10,00,00,000 (Ten
Crores) Equity Shares of Rs. 2/- each to Rs. 45,00,00,000/- (Rupees Forty-Five Crores Only) divided into
22,50,00,000 (Twenty-Two Crores Fifty Lakhs) Equity Shares of Rs. 2/- each.

The Members of the Company approved the aforesaid increase in the Authorized Share Capital and the
Bonus Issue through an Extraordinary General Meeting held on December 09, 2025. The Bonus Equity
Shares allotted rank pari passu in all respects with the existing Equity Shares of the Company, including
dividend and other corporate benefits.

e. Conversion of Warrants

Pursuant to the approval of the Members and in accordance with the applicable provisions of the Companies
Act, 2013 and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the Company
had, at its Board Meeting held on August 08, 2024, allotted 90,70,000 (Ninety Lakhs Seventy Thousand)
Fully Convertible Share Warrants on a preferential basis at an issue price of Rs. 150/- per warrant (including
a premium of Rs. 148/- per warrant), aggregating to Rs. 136.05 Crores. At the time of allotment, the warrant
subscribers paid 25% of the issue price, amounting to Rs. 34.01 Crores, in accordance with the applicable
SEBI Regulations.

During the Financial Year 2025-26, upon receipt of the balance warrant subscription amount, the Company
allotted equity shares pursuant to the conversion of the warrants as under:

• 13,52,000 Convertible Warrants were converted into an equivalent number of Equity Shares
pursuant to the Board Meeting held on May 28, 2025; and

• The remaining 77,18,000 Convertible Warrants were converted into an equivalent number of
Equity Shares pursuant to the Board Meeting held on February 06, 2026.

Consequent upon the above allotments, all the 90,70,000 Convertible Warrants stood converted into Equity
Shares, and accordingly no Convertible Warrants remained outstanding as on March 31,2026.

LISTING OF EQUITY SHARES

The Equity Shares allotted pursuant to the conversion of Convertible Warrants and the Bonus Issue have been
listed on BSE Limited and the National Stock Exchange of India Limited, after obtaining the requisite approvals
from the respective Stock Exchanges. These Equity Shares rank pari passu in all respects with the existing
Equity Shares of the Company, including dividend and other corporate benefits.

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 such dividend has remained unpaid 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).

DIVIDEND DUE TO BE TRANSFERRED TO TRANSFERRED TO THE IEPF

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”) read with the relevant circulars and
amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from

the due date is required to be transferred to the Investor Education and Protection Fund (“IEPF”), constituted
by the Central Government. In terms of the IEPF Rules, during the financial year ended 31st March 2026, your
Company had transferred Rs 1,43,720 to the IEPF, being the unpaid and unclaimed dividend amount pertaining
to Final Dividend of F.Y 2017-18.

Pursuant to the provisions of IEPF Rules, all shares in respect of which any dividend which has not been
paid or claimed for seven consecutive years shall be transferred by the Company to the designated Demat
Account of the IEPF Authority (‘IEPF Account’) within a period of thirty days of such shares becoming due to be
transferred to the IEPF Account. Accordingly, during the financial year ended 31st March 2026, your Company
had transferred 67,995 equity shares of face value Rs. 02 each, on which the dividend(s) remained unpaid or
unclaimed for seven consecutive years, to the IEPF account, after following the prescribed procedure.

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 Company’s RTA:

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

There have been no material changes and commitments affecting the financial position of your Company which
have occurred between the end of the financial year ended 31st March 2026 to which the financial statements
relate and the date of this report.

BOARD OF DIRECTORS

As on March 31, 2026, your Company’s 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:

CHANGES IN BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

• Mr. Raj Kumar Garg tender his resignation from the position of Independent Director of the Company w.e.f
November 13, 2025 due to health related concerns. He further confirms that there are no other material
reasons for his resignation other than those mentioned above.

• Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors
approved the appointment of Mr. Sumit Mittal as an Additional Director in the category of Independent
Director of the Company with effect from November 13, 2025, subject to the approval of the Members of the
Company.

• The Members of the Company, at their Extraordinary General Meeting held on December 09, 2025, approved
the appointment of Mr. Sumit Mittal as an Independent Director of the Company, not liable to retire by rotation,
for a term of five (5) consecutive years commencing from November 13, 2025 and ending on November 12,
2030.

AUDIT COMMITTEE

As on March 31, 2026, 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. Tarun Singh 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 31,2026, 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. Tarun Singh Chairman

Mr. Gautam Gupta Member

Ms. Nidhi Member

RISK MANAGEMENT POLICY

Your Company has developed and implemented a Risk Management Policy and, in the opinion of the Board of
the Board of Directors, no element of risk was identified during the financial year ended 31st March 2026 that
may threaten the existence of your Company.

During the financial year ended 31st March 2026, the Risk Management Committee was re-constituted.

As on March 31, 2026, the Risk Management Committee of GRM Overseas Limited comprises of following 3
(Three) Members, all are Non-Executive Independent Directors:

Name of the members Designation

Mr. Tarun Singh Chairman

Mr. Gautam Gupta Member

Ms. Nidhi Member

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 Company’s 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 2025-26, 13 (Thirteen) Board meetings were held, which are as follows:

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 2025-26 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 04, 2026.

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 Company’s internal control systems and compliance mechanisms, and suggested
improvements wherever necessary.

FAMILIARIZATION PROGRAMME FOR DIRECTORS

Your Company has in place a structured familiarization programme for its Independent Non-Executive Directors.
As part of such programme, the Directors are apprised, inter-alia, of the Company’s business operations,
review of business model, Updating on Roles & Responsibilities and Duties of Independent Directors in line with
the statutory amendments etc. The Company also organizes visits to its manufacturing facilities to enable the
Directors to gain a deeper understanding of its operations.

The details of familiarization programmes imparted to the Directors are available on the website of your Company
at https://www.grmrice.com/wp-content/uploads/2026/05/Details-of-Familiarization-Programmes-Imparted-to-
Independent-Directors.pdf

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, 2026, 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 31,2026 and of the profit of the Company for the Financial year ended on March 31,2026;

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 31,2026 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’ REPORTi. 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 2025-26, which forms part of the Annual Report 2025-26.
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 Auditor’s Report does not contain any qualification, reservation, adverse remark or disclaimer. During the

financial year ended 31st March 2026, the Auditors have not reported any matter under Section 143(12) of the
Act, accordingly, no details are required to be disclosed under Section 134(3)(ca) of the Act.

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, 2026 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.

In terms of Regulation 24A of the Listing Regulations, the members of the Company at the 31st AGM held
on September 29, 2025 approved the appointment of M/s Devesh Arora & Associates, Practicing Company
Secretaries (Firm Registration Number: S2017DE466500), as Secretarial Auditors of the Company to hold
office for an audit period of 5 ( five) consecutive years commencing from FY 2025-26 till FY 2029-30. M/s
Devesh Arora & Associates has confirmed that they are not disqualified from continuing as the Secretarial
Auditors of the Company.

SECRETARIAL STANDARDS

During the financial year ended 31st March 2026, your Company has complied with the applicable Secretarial
Standards i.e., SS-1 and SS-2, relating to “Meetings of the Board of Directors” and “General Meetings”,
respectively.

CORPORATE SOCIAL RESPONSIBILITY

The company has duly constituted the CSR Committee, which is responsible for fulfilling the CSR objectives of
the company. As on March 31,2026, the Corporate Social Responsibility Committee of GRM Overseas Limited
comprises of following 3 (Three) Members. The Constitution are as follows:

Name of the members Designation

Mr. Atul Garg Chairman

Mrs. Mamta Garg Member

Ms. Nidhi Member

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 2025-26 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 arm’s 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 Annexure-7, 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.

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 Company’s 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 Company’s 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 Company’s 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 Company’s website at https://www.grmrice.com/wp-content/uploads/2026/05/CODE-OF-CONDUCT-FOR-
BOARD-MEMBERS-AND-SENIOR-MANAGEMENT.pdf.

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 Company’s 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 2025-26 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 (Annexure 8)

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.

CREDIT RATING

Acuite Ratings & Research Limited has upgraded its long-term rating to ‘ACUITE A’ (read as ACUITE A) from
‘ACUITE A-’ (read as ACUITE A minus) and its short-term rating to ‘ACUITE A1’ (read as ACUITE A one) from
‘ACUITE A2 ’ (read as ACUITE A two plus). The outlook is ‘Stable’.

CONFIRMATION UNDER THE MATERNITY BENEFIT ACT, 1961

During the financial year ended 31st March 2026, your Company was in compliance with the provisions relating
to the Maternity Benefit Act, 1961, as amended.

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 2025-26.

No of complaints received : Nil

No of complaints disposed off : Nil

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 company’s 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 DIRECTORSSd/- Sd/-

Atul Garg Mamta Garg

Chairman & Managing Director Director

DIN : 02380612 DIN : 05110727