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GRM Overseas Ltd. — Capital/Financing Update 2026
May 13, 2026
60532_rns_2026-05-13_bbb9c57d-e141-4751-b12a-d0d2bf099e92.pdf
Capital/Financing Update
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GRM OVERSEAS LIMITED
Date: May 13, 2026
GRM
To,
| The General Manager,
Listing Department,
Bombay Stock Exchange Limited,
P.J. Towers, Dalal Street,
Mumbai - 400 001 | The Manager,
Listing & Compliance Department
The National Stock Exchange of India Limited
Exchange Plaza, C-1, Block G, Bandra Kurla
Complex, Bandra East, Mumbai - 400051 |
| --- | --- |
| Scrip Code: 531449 | Symbol: GRMOVER |
Subject: Monitoring Agency Report for the quarter ended March 31, 2026
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 March 31, 2026 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
NARANG
Digitally signed by
SACHIN NARANG
Date: 2026.05.13
18:19:00 +05'30'
Sachin Narang
Company Secretary & Compliance Officer
Membership No.: 65535
10X RICE
10X SPICES
TANOUSH ORGANIC
Benti
Himalaya
Rising
Registered Office
128, First Floor,
Shiva Market Pitampura,
Delhi 110034, India. • +91-11-4733 0330
Corporate Office
8 K.M. Stone, Gohana-Rohtak Road
Village Naulta, Panipat 132145
Haryana, India • +91-972964 7000/8000
Factory
• Gohana Road (Panipat), Haryana
• Naulta (Panipat), Haryana
• Gandhidham, Gujarat
CIN: L74899DL1995PLC064007
[email protected]
www.grmrice.com
Careedge RATINGS
No. CARE/NRO/GEN/2026-27/1023
The Board of Directors
GRM Overseas Limited
128, First Floor, Shiva Market, Pitampura,
New Delhi, 110034
May 12, 2026
Dear Sir,
Monitoring Agency Report for the quarter ended March 31, 2026 - 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 March 31, 2026 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,
Gachin Mathur
Mr. Sachin Mathur
Associate Director
[email protected]
CARE Ratings Limited
9th floor, C-001/A2, Berger Towers, Sector 4th Floor, Godrej Coliseum, Somaiya
16B, Noida,
Gautam Budh Nagar, Uttar Pradesh -201301
Phone: +91-120-4452000
Hospital Road, Off Eastern Express
Highway, Sion (East), Mumbai - 400 022
Phone: +91-22-6754 3456
Email: [email protected] •
www.careedge.in
CIN-L67190MH1993PLC071691
Careedge
RATINGS
Report of the Monitoring Agency
Name of the issuer: GRM Overseas Ltd
For quarter ended: March 31, 2026
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.
Gachin Mathur
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,
Gautam Budh Nagar, Uttar Pradesh -201301
Phone: +91-120-4452000
Hospital Road, Off Eastern Express
Highway, Sion (East), Mumbai - 400 022
Phone: +91-22-6754 3456
Email: [email protected]
www.careedge.in
CIN-L67190MH1993PLC071691
Careedge
RATINGS
1) Issuer Details:
Name of the issuer : GRM Overseas Ltd
Name of the promoter : Sh. Hukam Chand Garg, Mr. Atul Garg & Mrs. Mamta Garg
Industry/sector to which it belongs : Manufacturing – Food & Food Products – Rice and Flour 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, CA Certificate | Not applicable | No comments received |
| Whether the means of finance for the disclosed objects of the issue have changed? | No | Management Certificate, CA Certificate | Not applicable | No comments received |
| Is there any major deviation observed over the earlier monitoring | No | Bank statement, BSE | No, there are no deviations observed | No comments |
CARE Ratings Limited
9th floor, C-001/A2, Berger Towers, Sector 4th Floor, Godrej Coliseum, Somaiya
16B, Noida,
Gautam Budh Nagar, Uttar Pradesh -201301
Phone: +91-120-4452000
Hospital Road, Off Eastern Express
Highway, Sion (East), Mumbai - 400 022
Phone: +91-22-6754 3456
Email: [email protected]
www.careedge.in
CIN-L67190MH1993PLC071691
om
Careedge
RATINGS
| 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 |
|---|---|---|---|---|
| agency reports? | from the last monitoring agency report. | received | ||
| Whether all Government/statutory approvals related to the object(s) have been obtained? | Not Applicable | Management Certificate, CA Certificate | Not applicable. Not required as the company has invested ~Rs.5 cr. in plant & machinery where statutory approvals are not required. | No comments received |
| Whether all arrangements pertaining to technical assistance/collaboration are in operation? | Not Applicable | Management Certificate, CA Certificate | Not applicable. No arrangements with respect to any technical assistance/collaboration are in operation. | No comments received |
| Are there any favorable/unfavorable events affecting the viability of these object(s)? | No | Management Certificate, BSE, CA Certificate | Not Applicable | No comments received |
| Is there any other relevant information that may materially affect the decision making of the investors? | No | Management Certificate, BSE, CA Certificate | Not Applicable | No comments received |
- Chartered Accountant certificate from Mehra Goel & Co. (Statutory Auditor) dated May 05, 2026.
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 –
| Sr. | Item | Comments of the Board of Directors | |||
|---|---|---|---|---|---|
CARE Ratings Limited
9th floor, C-001/A2, Berger Towers, Sector 4th Floor, Godrej Coliseum, Somaiya
16B, Noida,
Gautam Budh Nagar, Uttar Pradesh -201301
Phone: +91-120-4452000
Hospital Road, Off Eastern Express
Highway, Sion (East), Mumbai - 400 022
Phone: +91-22-6754 3456
Email: [email protected]
www.careedge.in
CIN-L67190MH1993PLC071691
GM
Careedge
RATINGS
| No | 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 | Reason for cost revision | Proposed financing option | Particulars of - firm 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,
Gautam Budh Nagar, Uttar Pradesh -201301
Phone: +91-120-4452000
Hospital Road, Off Eastern Express
Highway, Sion (East), Mumbai - 400 022
Phone: +91-22-6754 3456
Email: [email protected]
www.careedge.in
CIN-L67190MH1993PLC071691
om
Careedge
RATINGS
| 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. March 31, 2026 | Amount utilised in Rs. Crore | Total unutilised amount in Rs. crore | Comments of the Monitoring Agency | Comments of the Board of Directors | |||
|---|---|---|---|---|---|---|---|---|---|---|---|
| As at beginning of the quarter in Rs. Crore | During the quarter in Rs. Crore | At the end of the quarter in Rs. Crore | Reasons for idle funds | Proposed course of action | |||||||
| 1 | Working Capital requirements | Bank statements, CA Certificate, Management Certificate | 60.00 | 136.05^ | 20.29 | 38.08 | 58.37 | 47.62 | During Q4FY26, Rs.38.08 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 Q4FY26. | No comments received | No comments received | ||
| 3 | Inorganic growth opportunities | Bank statements, CA Certificate, Management Certificate | 10.00 | 10.00 | - | 10.00 | Completed. | No comments received | No comments received | ||
| 4 | Investment in plant & machinery | Bank statements, CA Certificate, | 5.00 | 1.57 | - | 1.57 | No expenditure done in Q4FY26. | No comments received | 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
Email: [email protected]
www.careedge.in
CIN-L67190MH1993PLC071691
GM
Careedge
RATINGS
| 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. March 31, 2026 | Amount utilised in Rs. Crore | Total unutilised amount in Rs. crore | Comments of the Monitoring Agency | Comments of the Board of Directors | |||
|---|---|---|---|---|---|---|---|---|---|---|---|
| As at beginning of the quarter in Rs. Crore | During the quarter in Rs. Crore | At the end of the quarter in Rs. Crore | Reasons for idle funds | Proposed course of action | |||||||
| Management Certificate | |||||||||||
| 5 | General Corporate Purpose | Bank statements, CA Certificate, Management Certificate | 31.05 | 14.33 | 4.16 | 18.49 | During Q4FY26, Rs.4.16 crore was utilized towards advisory/consultancy services availed, balance payment to brand ambassador and procurement of rice. | No comments received | No comments received | ||
| Total | 136.05 | 136.05 | 46.19 | 42.24 | 88.43 | 47.62 |
^As on February 06, 2026, the board of the company approved the conversion of the balance 77,18,000 (Seventy Seven lakh and eighteen thousand only) convertible warrants, whereby the company has received the balance amount aggregating to Rs.86.83 crore at the rate of Rs.112.5 per warrant (being 75% of Rs.150/- the issue price per warrant). Therefore, all the warrants have been converted and there are no outstanding warrants pending for conversion.
(iii) Deployment of unutilized proceeds:
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
Email: [email protected]
www.careedge.in
CIN-L67190MH1993PLC071691
GM
Careedge
RATINGS
| 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) | 47.84 | - | - | - | - |
| 2. | Less: Interest on FDR | (0.22) | ||||
| Total | 47.62 |
(iv) Delay in implementation of the object(s) –
| Objects | Completion Date | Delay (no. of days/ months) | Comments of the Board of Directors | ||
|---|---|---|---|---|---|
| As per the offer document | Actual | Reason of delay | Proposed course of action | ||
| Working Capital 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 | |
| Inorganic growth opportunities | Completed | No | No comments received | No comments received | |
| Investment in plant & 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:
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
Email: [email protected]
www.careedge.in
CIN-L67190MH1993PLC071691
GM
Careedge
RATINGS
| Sr. No | Item Head^ | Amount in Rs. Crore | Source of information / certifications considered by Monitoring Agency for preparation of report | Comments of Monitoring Agency | Comments of the Board of Directors |
|---|---|---|---|---|---|
| 1 | Advisory/Consultancy Services from Trikaya Wealth Advisors | 1.08 | Bank Statement, CA certificate, Management Certificate | During Q4FY26, Rs.4.16 crore was utilized towards advisory/consultancy services availed, balance payment to brand ambassador and procurement of rice. | No comments received |
| 2 | Balance Payment to Brand Ambassador | 1.08 | Bank Statement, CA certificate, Management Certificate | ||
| 3 | Procurement of rice | 2.00 | Bank Statement, CA certificate, Management Certificate | ||
| Total | 4.16 |
^ Section from the offer document related to GCP:
"Our Company intends to deploy the balance Net Proceeds aggregating up to Rs.31.05 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: +91-22-6754 3456
Email: [email protected]
www.careedge.in
CIN-L67190MH1993PLC071691
gm
Careedge RATINGS
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 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 (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
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
om