GRM Overseas Ltd. - Capital/Financing Update 2025

Date: November 13, 2025

To,

The General Manager, The Manager, Listing Department, Listing & Compliance Department Bombay Stock Exchange Limited, The National Stock Exchange of India Limited P.J. Towers, Dalal Street, Exchange Plaza, C-1, Block G, Bandra Kurla Mumbai – 400 001 Complex, Bandra East, Mumbai – 400051 Scrip Code: 531449 Symbol: GRMOVER

Subject: Monitoring Agency Report for the quarter ended September 30, 2025

Ref.: Regulation 32(6) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (“Listing Regulations”).

Dear Sir / Madam,

Pursuant to Regulation 32(6) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (“Listing Regulations”), we are enclosing herewith the Monitoring Agency Report issued by CARE Ratings Limited, Monitoring Agency for the quarter ended September 30, 2025 in relation to the utilization of the proceeds of the Preferential Issue of 90,70,000 Fully Convertible Warrants on preferential basis.

You are requested to kindly take the same on your record.

Thanking you,

Yours faithfully, For GRM Overseas Limited

SACHIN Digitally signed by SACHIN NARANG NARANG Date: 2025.11.13 21:41:00 +05'30' Sachin Narang Company Secretary & Compliance Officer Membership No.: 65535

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No. CARE/NRO/GEN/2025-26/1127

The Board of Directors

GRM Overseas Limited

128, First Floor, Shiva Market, Pitampura, New Delhi, Delhi, 110034 November 13, 2025

Dear Sir,

Monitoring Agency Report for the quarter ended September 30, 2025 - in relation to the Preferential issue of GRM Overseas Limited

We write in our capacity of Monitoring Agency for the Preferential issue of convertible warrants for the amount aggregating to Rs. 136.05 crore of the Company and refer to our duties cast under 162A of the Securities & Exchange Board of India (Issue of Capital & Disclosure Requirements) Regulations.

In this connection, we are enclosing the Monitoring Agency Report for the quarter ended September 30, 2025, as per aforesaid SEBI Regulations and Monitoring Agency Agreement dated August 22, 2024.

Request you to kindly take the same on records.

Thanking you, Yours faithfully,

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Mr. Sachin Mathur

Associate Director

[email protected]

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CARE Ratings Limited 9th floor, C-001/A2, Berger Towers, Sector 4th Floor, Godrej Coliseum, Somaiya 16B, Noida, Hospital Road, Off Eastern Express Gautam Budh Nagar, Uttar Pradesh -201301 Highway, Sion (East), Mumbai - 400 022 Phone: +91-120-4452000 Phone: +91-22-6754 3456 www.careedge.in

CIN-L67190MH1993PLC071691

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Report of the Monitoring Agency

Name of the issuer: GRM Overseas Limited For quarter ended: September 30, 2025 Name of the Monitoring Agency: CARE Ratings Limited (a) Deviation from the objects: No

(b) Range of Deviation: NA

Declaration:

We declare that this report provides an objective view of the utilization of the issue proceeds in relation to the objects of the issue based on the information provided by the Issuer and information obtained from sources believed by it to be accurate and reliable. The MA does not perform an audit and undertakes no independent verification of any information/ certifications/ statements it receives. This Report is not intended to create any legally binding obligations on the MA which accepts no responsibility, whatsoever, for loss or damage from the use of the said information. The views and opinions expressed herein do not constitute the opinion of MA to deal in any security of the Issuer in any manner whatsoever. Nothing mentioned in this report is intended to or should be construed as creating a fiduciary relationship between the MA and any issuer or between the agency and any user of this report. The MA and its affiliates also do not act as an expert as defined under Section 2(38) of the Companies Act, 2013.

The MA or its affiliates may have credit rating or other commercial transactions with the entity to which the report pertains and may receive separate compensation for its ratings and certain credit related analyses. We confirm that there is no conflict of interest in such relationship/interest while monitoring and reporting the utilization of the issue proceeds by the issuer, or while undertaking credit rating or other commercial transactions with the entity.

We have submitted the report herewith in line with the format prescribed by SEBI, capturing our comments, where s Management / Audit Committee of the Board of Directors subsequent to the MA submitting their report to the issuer and before dissemination of the report through stock exchanges. These sections have not been reviewed by the MA, and the MA takes no respons

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Signature: Name and designation of the Authorized Signatory: Mr. Sachin Mathur Designation of Authorized person/Signing Authority: Associate Director

CARE Ratings Limited

9th floor, C-001/A2, Berger Towers, Sector 4th Floor, Godrej Coliseum, Somaiya 16B, Noida, Hospital Road, Off Eastern Express Gautam Budh Nagar, Uttar Pradesh -201301 Highway, Sion (East), Mumbai - 400 022 Phone: +91-120-4452000 Phone: +91-22-6754 3456 www.careedge.in

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CIN-L67190MH1993PLC071691

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1) Issuer Details:

Name of the issuer Name of the promoter Industry/sector to which it belongs

: GRM Overseas Limited

: Sh. Hukam Chand Garg, Mr. Atul Garg & Mrs. Mamta Garg : Manufacturing Food & Food Products Rice Mill

2) Issue Details

Issue Period : 18 months from date of allotment (Date of allotment: August 08, 2024) Type of issue (public/rights) : Preferential Issue of convertible warrants Type of specified securities : Convertible Warrants IPO Grading, if any : Not Applicable Issue size (in crore) : Rs. 136.05 crore

3) Details of the arrangement made to ensure the monitoring of issue proceeds:

Particulars	Reply	Source of information / certifications considered by Monitoring Agency for preparation of report	Comments of the Monitoring Agency	Comments of the Board of Directors
Whether all utilization is as per the disclosures in the Offer Document?	Yes	Chartered Accountant certificate*, Bank statement, Letter of Offer	All the proceeds from the preferential issue have been utilized as per the objectives mentioned in the offer document.	No comments received
Whether shareholder approval has been obtained in case of material deviations# from expenditures disclosed in the Offer Document?	No material deviation	Bank statement	Not applicable	No comments received
Whether the means of finance for the disclosed objects of the issue have changed?	No	Management Certificate	Not applicable	No comments received
Is there any major deviation observed over the earlier monitoring agencyreports?	No	Bank statement, BSE	No, there are no deviations observed from the last monitoringagency	No comments received
CARE Ratings Limited 9th floor, C-001/A2, Berger Towers, Sector 16B, Noida, Gautam Budh Nagar, Uttar Pradesh -201301 Phone: +91-120-4452000 4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (East), Mumbai - 400 022 Phone: +91-22-6754 3456 www.careedge.in CIN-L67190MH1993PLC071691

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Source of information / certifications Comments of the
Comments of the
Particulars Reply considered by Monitoring Agency for Board of
Monitoring Agency
preparation of report Directors
report.
Not applicable. Not required as the No comments
Whether all Government/statutory approvals related to the Not company has invested ~Rs.5 cr. in received
Management Certificate
object(s) have been obtained? Applicable plant & machinery where statutory
approvals are not required.
Not applicable No arrangements with No comments
Whether all arrangements pertaining to technical Not respect to any technical received
Management Certificate
assistance/collaboration are in operation? Applicable assistance/collaboration are in
operation.
Are there any favorable/unfavorable events affecting the viability No comments
No Management Certificate, BSE Not Applicable
of these object(s)? received
Is there any other relevant information that may materially affect No comments
No Management Certificate, BSE Not Applicable
the decision making of the investors? received
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Chartered Accountant certificate from Mehra Goel & Co. (Statutory Auditor) dated November 05, 2025.
Where material deviation may be defined to mean:

a) Deviation in the objects or purposes for which the funds have been raised

b) Deviation in the amount of funds actually utilized by more than 10% of the amount projected in the offer documents.

4) Details of objects to be monitored:

(i)Cost of objects	(i)Cost of objects
Sr. No	Item Head	Source of information / certifications considered by Monitoring Agency for preparation of report	Original cost (as per the Offer Document) in Rs. Crore	Revised Cost in Rs. Crore	Comments of the Monitoring Agency	Comme	nts of the Board of D	irectors
						Reason for cost revision	Proposed financing option	Particulars of - firm arrangements made
CARE Ratings Limited 9th floor, C-001/A2, Berger Towers, Se 16B, Noida, Gautam Budh Nagar, Uttar Pradesh -20 Phone: +91-120-4452000 CIN-L67190MH1993PLC071691		ctor 1301 4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (East), Mumbai - 400 022 Phone: +91-22-6754 3456 www.careedge.in

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No comments No comments No comments
1 Working Capital requirement Offer document, Chartered 60.00 - - received received received
Accountant certificate
2 Investment in Subsidiary Offer document, Chartered 30.00 - - No comments No comments No comments
Accountant certificate received received received
3 Inorganic growth opportunities Offer document, Chartered 10.00 - - No comments No comments No comments
Accountant certificate received received received
4 Investment in Plant & Offer document, Chartered 5.00 - - No comments No comments No comments
Machinery Accountant certificate received received received
5 General Corporate Purpose Offer document, Chartered 31.05 - - No comments No comments No comments
Accountant certificate received received received
Total 136.05
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(ii) Progress in the objects

Sr. No	Item Head	Source of information / certifications considered by Monitoring Agency for preparation of report	Amount as proposed in the Offer Document in Rs. Crore	Amount raised till date i.e. September 30, 2025	Amou		. Crore	Total unutilised	Comments of	Comments of the Board of Directors	Comments of the Board of Directors
						nt utilised in Rs

					As at beginning of the quarter in Rs. Crore	During the quarter in Rs. Crore				Reasons for idle funds	Proposed course of action
							At the end of	amount	the Monitoring
							the quarter	in Rs.	Agency
							in Rs. Crore	crore

1	Working Capital requirements	Bank statements, CA Certificate, Management Certificate	60.00	49.22	19.06	1.23	20.29	4.441	During Q2FY26, Rs.1.23 crore was utilized towards procurement of rice from SBI	No comments received	No comments received
CARE Ratings Limited 9th floor, C-001/A2, Berger Towers, Secto 16B, Noida, Gautam Budh Nagar, Uttar Pradesh -20130 Phone: +91-120-4452000 CIN-L67190MH1993PLC071691			r 1 4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (East), Mumbai - 400 022 Phone: +91-22-6754 3456 www.careedge.in

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Source of Comments of the
Amount utilised in Rs. Crore
information / Amount as Board of Directors
Total
certifications proposed
unutilised Comments of
Sr. Item considered by in the Amount raised As at
During the At the end of amount the Monitoring Reasons Proposed
No Head Monitoring Offer till date i.e. beginning of
quarter in the quarter in Rs. Agency for idle course of
Agency for Document September 30, the quarter
Rs. Crore in Rs. Crore crore funds action
preparation of in Rs. Crore 2025 in Rs. Crore
report
monitoring
account.
Bank No No
statements, CA comments comments
2 Investment Certificate, 30.00 - - - No expenditure received received
in subsidiary done in Q2FY26.
Management
Certificate
Bank No No
Inorganic statements, CA comments comments
3. growth Certificate, 10.00 10.00 - 10.00 No expenditure received received
done in Q2FY26.
opportunities Management
Certificate
Bank During Q2FY26, No No
statements, CA Rs.1 crore was comments comments
Certificate, utilized towards received received
Investment Management purchase of solar
4. in plant & Certificate 5.00 0.57 1.00 1.57 power
machinery generating
system, its
installation &
other services.
CARE Ratings Limited
9th floor, C-001/A2, Berger Towers, Sector 4th Floor, Godrej Coliseum, Somaiya
16B, Noida, Hospital Road, Off Eastern Express
Gautam Budh Nagar, Uttar Pradesh -201301 Highway, Sion (East), Mumbai - 400 022
Phone: +91-120-4452000 Phone: +91-22-6754 3456
www.careedge.in
CIN-L67190MH1993PLC071691
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1Includes interest on sweep-in FD of Rs.0.04 crore.

Note: CA has not certified break-up of objects utilized. However, the invoices for the same have been checked.

(iii) Deployment of unutilized proceeds:

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Type of instrument and name of Return on Market Value as at the
Sr. No. Amount invested Maturity date Earning
the entity invested in Investment (%) end of quarter
1 State Bank of India (Monitoring 4.44 - - 6.25% -
Account)
Total 4.44
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As per bank statement, the total unutilized amount outstanding includes the modified balance of Rs.4.43 crore (which is the amount invested in the form of sweep-in FD) and Rs.0.01
crore which is the closing balance of SBI monitoring account.

(iv) Delay in implementation of the object(s)

CARE Ratings Limited

CIN-L67190MH1993PLC071691

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Completion Date Comments of the Board of Directors
Delay (no. of
Objects As per the offer
Actual days/ months) Reason of delay Proposed course of action
document
No No comments No comments received
Working Capital requirements Ongoing
received
No No comments No comments received
Investment in subsidiary Ongoing
received
Within 12 months from the No No comments No comments received
Inorganic growth opportunities Completed
receipt of funds for received
warrants No No comments No comments received
Investment in plant & machinery Ongoing
received
No No comments No comments received
General Corporate Purpose Ongoing
received
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5) Details of utilization of proceeds stated as General Corporate Purpose (GCP) amount in the offer document:

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Source of information / certifications
Amount
Sr. No Item Head^ considered by Monitoring Agency for Comments of Monitoring Agency Comments of the Board of Directors
in Rs. Crore
preparation of report
Advertisement expenses During Q2FY26, the company has spent
1 through prachar 3.66 Management Certificate, Bank Statement Rs.3.66 crore towards advertisement No comments received
communication through prachar communication.
Total 3.66
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Note: Not Certified by CA

^ Section from the offer document related to GCP:

Rs.31.50 crore

CARE Ratings Limited

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As per the Board Resolution of the company dated August 08, 2024, the board of directors approved the allocation of up to Rs.31.05 crore to be utilized for general corporate purposes, which include, but is not limited to, working capital needs over and above as stated in the objects, business expansion, capital expenditures in fixed assets other than plant and machinery, marketing, advertising expenses, issue related expenses, research and development, administrative costs, and other general operational requirements.

CARE Ratings Limited

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CIN-L67190MH1993PLC071691

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Disclaimers to MA report:

a) This Report is prepared by CARE Ratings Ltd (hereinafter referred to as ). The MA has taken utmost care to ensure accuracy and objectivity while developing this Report based on the information provided by the Issuer and information obtained from sources believed by it to be accurate and reliable. The views and opinions expressed herein do not constitute the opinion of MA to deal in any security of the Issuer in any manner whatsoever.

b) This Report has to be seen in its entirety; the selective review of portions of the Report may lead to inaccurate assessments. For the purpose of this Report, MA has relied upon the information provided by the management /officials/ consultants of the Issuer and third-party sources like statutory auditor appointed by the Issuer believed by it to be accurate and reliable.

c) Nothing contained in this Report is capable or intended to create any legally binding obligations on the MA which accepts no responsibility, whatsoever, for loss or damage from the use of the said information. The MA is also not responsible for any errors in transmission and specifically states that it, or its directors, employees do not have any financial liabilities whatsoever to the users of this Report.

d) The MA and its affiliates do not act as a fiduciary. The MA and its affiliates also do not act as an expert to the extent defined under Section 2(38) of the Companies Act, 2013. While the MA has obtained information from sources it believes to be reliable, it does not perform an audit and undertakes no independent verification of any information/ certifications/ statements it receives from statutory auditors, lawyers, chartered engineers or other experts, and relies on in its reports. e) The MA or its affiliates may have other commercial transactions with the entity to which the report pertains. As an example, the MA may rate the issuer or any debt instruments / facilities issued or proposed to be issued by the issuer that is subject matter of this report. The MA may receive separate compensation for its ratings and certain credit-related analyses, normally from issuers or underwriters of the instruments, facilities, securities or from obligors.

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CIN-L67190MH1993PLC071691

AI assistant

GRM Overseas Ltd. Capital/Financing Update 2025

60532_rns_2025-11-13_e7b3945f-57e3-47af-8cb3-886c506aa31b.pdf

Date: November 13, 2025

No. CARE/NRO/GEN/2025-26/1127

The Board of Directors

GRM Overseas Limited

Monitoring Agency Report for the quarter ended September 30, 2025 - in relation to the Preferential issue of GRM Overseas Limited

Mr. Sachin Mathur

Report of the Monitoring Agency

Declaration:

1) Issuer Details:

2) Issue Details

3) Details of the arrangement made to ensure the monitoring of issue proceeds:

Where material deviation may be defined to mean:

4) Details of objects to be monitored:

(iii) Deployment of unutilized proceeds:

CARE Ratings Limited

Disclaimers to MA report:

AI assistant

GRM Overseas Ltd. — Capital/Financing Update 2025

60532_rns_2025-11-13_e7b3945f-57e3-47af-8cb3-886c506aa31b.pdf

Date: November 13, 2025

No. CARE/NRO/GEN/2025-26/1127

The Board of Directors

GRM Overseas Limited

Monitoring Agency Report for the quarter ended September 30, 2025 - in relation to the Preferential issue of GRM Overseas Limited

Mr. Sachin Mathur

Report of the Monitoring Agency

Declaration:

1) Issuer Details:

2) Issue Details

3) Details of the arrangement made to ensure the monitoring of issue proceeds:

Where material deviation may be defined to mean:

4) Details of objects to be monitored:

(iii) Deployment of unutilized proceeds:

CARE Ratings Limited

Disclaimers to MA report:

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