Shareholders meeting

Date: September 06, 2026 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: Submission of Notice of 32nd Annual General Meeting of the Company Dear Sir/ Madam, We hereby inform you that the 32nd Annual General Meeting (“AGM”) of the members of the Company is scheduled to be held on Tuesday, 29th September, 2026 at 12:30 P.M through Video Conferencing ('VC')/ Other Audio Visual Means ('OAVM'). Further, please note the following: Commencement of remote e-voting Saturday, 26th September, 2026 at 09:00 A.M. (IST) End of remote e-voting Monday, 28th September, 2026 at 05.00 P.M (IST) Cut-off date for determining the Tuesday, 22nd September, 2026 eligibility of the Members to caste their vote through remote e-voting prior to the meeting or voting during the meeting The electronic copy of the Notice of the Annual General Meeting along with the Annual Report for the Financial Year 2025-26 has been dispatched / sent to the Members through electronic mode whose email were registered with the Company’s Registrar and Share Transfer Agent/ Depositories. The above information also available on the website of company at www.grmrice.com . You are requested to kindly take the same on your record. Thanking you. Yours faithfully, For GRM Overseas Limited Sachin Narang Company Secretary & Compliance Officer Membership No.: 65535 GRM OVERSEAS LIMITED ANNUAL REPORT 2025-26 •  GRM OVERSEAS LIMITED years, who retires by rotation at this Annual General CIN: L35107DL1995PLC064007 Meeting and being eligible offers himself for re- Regd. Office : 128, First Floor, Shiva Market, appointment, be and is hereby re-appointed as a Pitampura, Delhi - 110034. Director (Non-Executive), liable to retire by rotation, Website: www.grmrice.com of the Company. Email: Investor.relations@grmrice.com Phone : 011-47330330 SPECIAL BUSINESS: NOTICE 3. To approve the material related party transactions proposed to be entered with GRM NOTICE is hereby given that the 32nd Annual Foodkraft Private Limited, material subsidiary of General Meeting (“AGM”) of the Members of GRM the company for the Financial Year 2027-28 Overseas Limited (the “Company”) will be held on Tuesday, September 29, 2026 at 12:30 P.M through - To consider and if thought fit, to pass with or Video Conferencing (“VC”)/Other Audio Visual without modification(s), the following resolution as a Means (“OAVM”) to transact the following business: Ordinary Resolution: ORDINARY BUSINESS: RESOLVED THAT pursuant to the provisions of 1. (A) Adoption of the Audited Standalone Section 188 and other applicable provisions, if any, Financial Statements as at 31st March, 2026 of the Companies Act, 2013 (“the Act”) read with the rules framed thereunder, Regulation 23 of the SEBI To receive, consider and adopt the Audited (Listing Obligations and Disclosure Requirements) Standalone Financial Statements for the financial Regulations, 2015 (“SEBI LODR Regulations”), the ended 31st March, 2026, together with Reports of Company’s Policy on “Materiality of Related Party Auditors and Directors thereon. Transactions and also dealing with Related Party Transaction” and pursuant to the approval of Audit (B) Adoption of the Consolidated Audited Committee and Board of Directors, the approval Financial Statements as at 31st March, 2026 of the Members of the Company be and is hereby accorded to enter into and/or continue to enter To receive, consider and adopt the Consolidated into material related party transactions with GRM Audited Financial Statement for the financial ended Foodkraft Private Limited, a material subsidiary of the 31st March, 2026, together with Reports of Auditors Company and a related party as defined under the thereon. Act and SEBI (LODR) Regulations for the financial year 2027-28, on such terms and conditions as may 2. Re-appointment of Retiring Director be mutually agreed upon between the Company and GRM Foodkraft Private Limited. To consider appointment of a Director in place of Mr. Hukam Chand Garg (DIN: 00673276), Director (Non- RESOLVED FURTHER THAT the transactions as Executive) aged 83 years who retires by rotation and stated above may relate to, inter-alia, purchase, being eligible, offers himself for re-appointment. sale, supply, transfer, receipt of goods, raw materials, finished goods, availing or rendering of services, TO CONSIDER AND IF THOUGHT FIT, TO PASS leasing of property, job work, sharing of expenses, THE FOLLOWING RESOLUTION AS A SPECIAL reimbursement of costs, transfer of resources, RESOLUTION: obligations or services, and all other transactions of whatever nature, for an aggregate value not RESOLVED THAT pursuant to Section 152(6) of exceeding ₹600,00,00,000/- (Rupees Six hundred the Companies Act, 2013 and Regulation 17(1A) crores only) crore during the financial year 2027-28. of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) RESOLVED FURTHER THAT the Board of Directors Regulations, 2015 as amended from time to time, of the Company (including any Committee thereof) Mr. Hukam Chand Garg (DIN: 00673276) aged 83 be and is hereby severally authorised to execute  • ANNUAL REPORT 2025-26 GRM OVERSEAS LIMITED all such agreements, documents, instruments and writings as deemed necessary, with power to alter writings as deemed necessary, with power to alter and vary the terms and conditions of such contracts/ and vary the terms and conditions of such contracts/ arrangements/ transactions, settle all questions, arrangements/ transactions, settle all questions, difficulties or doubts that may arise in this regard.” difficulties or doubts that may arise in this regard. 5. To approve the material related party 4. To approve the material related party transactions proposed to be entered with GRM transactions proposed to be entered with GRM Fine Foods INC., USA, Fellow Subsidiary of the International Holdings Limited, UK, Subsidiary Company for the Financial Year 2027-28 of the Company for the Financial Year 2027-28 To consider and if thought fit, to pass with or without To consider and if thought fit, to pass with or without modification(s), the following resolution as a Ordinary modification(s), the following resolution as an Resolution: Ordinary Resolution: RESOLVED THAT pursuant to the provisions of RESOLVED THAT pursuant to the provisions of Section 188 and other applicable provisions, if any, Section 188 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with the of the Companies Act, 2013 (“the Act”) read with the rules framed thereunder, Regulation 23 of the SEBI rules framed thereunder, Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”), Regulations, 2015 (“SEBI LODR Regulations”), the the Company’s Policy on “Materiality of Related Company’s Policy on “Materiality of Related Party Party Transactions and also dealing with Related Transactions and also dealing with Related Party Party Transaction” and pursuant to the approval Transaction” and pursuant to the approval of Audit of Audit Committee and Board of Directors, the Committee and Board of Directors, the approval approval of the Members of the Company be and of the Members of the Company be and is hereby is hereby accorded to enter into and/or continue to accorded to enter into and/or continue to enter enter into material related party transactions with into material related party transactions with GRM GRM Fine Foods INC., USA, a Fellow Subsidiary International Holdings Limited, UK, a subsidiary of of the Company and a related party as defined the Company and a related party as defined under [Showing first 8,000 characters — download PDF for full document]