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GRM Overseas Ltd. — Capital/Financing Update 2025
Aug 12, 2025
60532_rns_2025-08-12_265af5c9-3c51-4575-9b0f-75b80072fc02.pdf
Capital/Financing Update
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Date: August 12, 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 June 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 June 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 Date: 2025.08.12 Narang 21:53:33 +05'30' Sachin Narang Company Secretary & Compliance Officer Membership No.: 65535
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No. CARE/NRO/GEN/2025-26/1073
The Board of Directors GRM Overseas Limited
128, First Floor, Shiva Market, Pitampura,
New Delhi, Delhi, 110034 August 12, 2025
Dear Sir,
Monitoring Agency Report for the quarter ended June 30, 2025 - in relation to the Preferential issue of GRM Overseas Limited (“the Company”)
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 June 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 Email: [email protected] • www.careedge.in
CIN-L67190MH1993PLC071691
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Report of the Monitoring Agency
Name of the issuer: GRM Overseas Limited For quarter ended: June 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 applicable. There are certain sections of the report under the title “Comments of the Board of Directors”, that shall be captured by the Issuer’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 responsibility for such comments of the issuer’s Management/Board.
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Signature:
Name and designation of the Authorized Signatory: Mr. Sachin Mathur Designation of Authorized person/Signing Authority: Associate Director
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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 Email: [email protected] • www.careedge.in
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 Type of issue (public/rights) Type of specified securities IPO Grading, if any Issue size (in crore)
: 18 months from date of allotment (Date of allotment: August 08, 2024)
: Preferential Issue of convertible warrants : Convertible Warrants : Not Applicable : 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 |
Chartered Accountant certificate*, 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 |
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 Email: [email protected] • www.careedge.in
CIN-L67190MH1993PLC071691
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| 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 |
|---|---|---|---|---|
| Is there any major deviation observed over the earlier monitoring agency reports? |
No | Bank statement | No, there are no deviations observed from the last monitoring agency report. |
No comments received |
| Whether all Government/statutory approvals related to the object(s)have been obtained? |
Not Applicable |
Management Certificate | Not applicable | No comments received |
| Whether all arrangements pertaining to technical assistance/collaboration are in operation? |
Not Applicable |
Management Certificate | Not applicable | No comments received |
| Are there any favorable/unfavorable events affecting the viabilityof these object(s)? |
No | Management Certificate, BSE | Not Applicable | No comments received |
| Is there any other relevant information that may materially affect the decision makingof the investors? |
No | Management Certificate, BSE | Not Applicable | No comments received |
- Chartered Accountant certificate from Mehta Goel & Co. (Statutory Auditor) dated August 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 –
| Source of information / | Original cost | Comments of | Comments of the Board of Directors | Comments of the Board of Directors | Comments of the Board of Directors | |||
|---|---|---|---|---|---|---|---|---|
| Sr. No |
Item Head |
certifications considered by Monitoring Agency for preparation of report |
(as per the Offer Document) in Rs. Crore |
Revised Cost in Rs. Crore |
the Monitoring Agency |
Reason for cost revision |
Proposed financing option |
Particulars of - firm |
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 Email: [email protected] • www.careedge.in
CIN-L67190MH1993PLC071691
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| arrangements made |
||||||||
|---|---|---|---|---|---|---|---|---|
| 1 | Working Capital requirement | Offer document, Chartered Accountant certificate |
60.00 | - | - | No comments received |
No comments received |
No comments received |
| 2 | Investment in Subsidiary | Offer document, Chartered Accountant certificate |
30.00 | - | - | No comments received |
No comments received |
No comments received |
| 3 | Inorganic growth opportunities | Offer document, Chartered Accountant certificate |
10.00 | - | - | No comments received |
No comments received |
No comments received |
| 4 | Investment in Plant & Machinery |
Offer document, Chartered Accountant certificate |
5.00 | - | - | No comments received |
No comments received |
No comments received |
| 5 | General Corporate Purpose | Offer document, Chartered Accountant certificate |
31.05 | - | - | No comments received |
No comments received |
No comments received |
| Total | 136.05 |
(ii) Progress in the objects –
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 Email: [email protected] • www.careedge.in
CIN-L67190MH1993PLC071691
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| 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. June 30, 2025 |
Amount utilised in Rs. Crore | Amount utilised in Rs. Crore | Amount utilised in Rs. Crore | Total | Comments of the Monitoring Agency |
Comments of the Board of Directors |
Comments of the Board of Directors |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 |
unutilised | ||||||||||
| end of |
amount | ||||||||||
| the |
in Rs. | ||||||||||
| quarter |
crore | ||||||||||
| in Rs. Crore |
|||||||||||
| 1 | Working Capital requirements |
Bank statements, CA Certificate, Management Certificate |
60.00 | 49.222 | 14.12 | 4.94 | 19.06 | 10.293 | During Q1FY26, Rs.4.94 crore was utilized towards procurement of rice. |
No comments received |
No comments received |
| 2 | Investment in Subsidiary |
Bank statements, CA Certificate, Management Certificate |
30.00 | - | - | - | No expenditure done in Q1FY26. |
No comments received |
No comments received |
||
| 3 | Inorganic growth opportunities |
Bank statements, CA Certificate, Management Certificate |
10.00 | 10.00 | - | 10.00 | No expenditure done in Q1FY26. |
No comments received |
No comments received |
||
| 4 | Investment in plant & machinery |
Bank statements, CA Certificate, |
5.00 | 0.57 | - | 0.57 | No expenditure done in Q1FY26. |
No comments received |
No comments received |
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 Email: [email protected] • www.careedge.in
CIN-L67190MH1993PLC071691
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| 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. June 30, 2025 |
Amount utilised in Rs. Crore | Amount utilised in Rs. Crore | Amount utilised in Rs. Crore | Total | Comments of the Monitoring Agency |
Comments of the Board of Directors |
Comments of the Board of Directors |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 |
unutilised | ||||||||||
| end of |
amount | ||||||||||
| the |
in Rs. | ||||||||||
| quarter |
crore | ||||||||||
| in Rs. Crore |
|||||||||||
| Management Certificate |
|||||||||||
| 5 | General Corporate Purpose |
Bank statements, CA Certificate, Management Certificate |
31.05 | 9.30 | - | 9.30 | No expenditure done in Q1FY26. |
No comments received |
No comments received |
||
| Total | 136.051 | 49.22 | 33.99 | 4.94 | 38.93 | 10.29 |
1 Company had come out with preferential share warrants issue of up to 90,70,000 fully convertible warrants (convertible into equal number of equity shares) aggregating to Rs. 136.05 crore, at an issue price of Rs.150 per warrant ((including share premium of Rs. 148 per warrant) including warrant subscription price of Rs.37.50 and the warrant exercise price of Rs.112.50 each aggregating up to Rs.136.05 crore (Total Issue size) on preferential basis to the persons/entities belonging to promoter & non-promoter category (“Allotees”).The company received upfront payment of Rs.34.01 crore comprising 25% of the issue price.
2 As on May 28, 2025, the board of the company has 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 crore at the rate of Rs.112.5 per warrant (being 75% of the issue price per warrant) from the allotees pursuant to their rights of conversion into equity shares in accordance with the provisions of SEBI (ICDR) regulations, 2018. 3Includes interest of Rs.0.02 crore.
(iii) Deployment of unutilized proceeds:
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 Email: [email protected] • www.careedge.in
CIN-L67190MH1993PLC071691
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| Sr. No. | Type of instrument and name of the entity invested in |
Amount invested | Maturity date | Earning | Return on Investment (%) |
Market Value as at the end of quarter |
|---|---|---|---|---|---|---|
| 1. | State Bank of India (Monitoring account) |
10.29* | - | - | - | - |
- The total unutilized amount outstanding is at Rs.10.29 crore (including interest of Rs.0.02 crore) as per management certificate & CA certificate.
(iv) Delay in implementation of the object(s) –
| Completion Date | Completion Date | Comments of the | Board of Directors | ||
|---|---|---|---|---|---|
| Delay (no. of | |||||
| Objects | As per the offer | Proposed course of | |||
| Actual | days/ months) | Reason of delay |
|||
| document | action | ||||
| WorkingCapital requirements | Within 12 months from the receipt of funds for warrants |
Ongoing | No | No comments received | No comments received |
| Investment in subsidiary | Ongoing |
No | No comments received | No comments received | |
| Inorganicgrowth opportunities | Completed |
No | No comments received | No comments received | |
| Investment inplant & machinery | Ongoing | No | No comments received | No comments received | |
| General Corporate Purpose | Ongoing | No | No comments received | No comments received |
5) Details of utilization of proceeds stated as General Corporate Purpose (GCP) amount in the offer document:
| Source of information / certifications considered by Monitoring Agency for preparation of report |
|||||
|---|---|---|---|---|---|
| Amount | |||||
| Sr. No | Item Head^ | Comments of Monitoring Agency | Comments of the Board of Directors | ||
| in Rs. Crore | |||||
| 1 | General Corporate Purpose | Nil | CA certificate, Management certificate | There has been no utilization in GCP during Q1FY26. |
No comments received |
| Total | Nil |
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 Email: [email protected] • www.careedge.in
CIN-L67190MH1993PLC071691
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^ Section from the offer document related to GCP:
-
“Our Company intends to deploy the balance Net Proceeds aggregating up to Rs.31.50 crore in utilizing the proceeds earmarked for general corporate purposes.”
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
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 Email: [email protected] • www.careedge.in
CIN-L67190MH1993PLC071691
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Disclaimers to MA report:
a) This Report is prepared by CARE Ratings Ltd (hereinafter referred to as “Monitoring Agency/MA” ). 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 auditors (or from peer reviewed CA firms) 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 auditors (or from peer reviewed CA firms), 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.
CARE Ratings Limited
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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 Email: [email protected] • www.careedge.in
CIN-L67190MH1993PLC071691