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GRM Overseas Ltd			Industry : Food - Processing - Indian


BSE Code:	531449	NSE Symbol:	GRMOVER	P/E(TTM):	23.22

ISIN Demat:	INE192H01020	Div & Yield %:	0	EPS(TTM):	8.69

Book Value(Rs):	60.2780333	Market Cap ( Cr.):	1210.5	Face Value(Rs):	2

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Dear Members,

GRM Overseas Limited

Your Directors take great pleasure in presenting 30th 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 31,2024.

FINANCIAL SUMMARY

The Company?s financial performance, for the year ended March 31st, 2024 is summarized below:

PARTICULAR	STANDALONE	CONSOLIDATED
	31.03.2024	31.03.2023	31.03.2024	31.03.2023
Revenue from Operations	1,18,582.93	1,26,246.34	1,31,244.18	1,37,946.21
Other Income	3,221.54	1,184.03	3,252.96	1,275.50
Total Income	1,21,804.47	1,27,430.37	1,34,497.15	1,39,221.71
Operating Expenditure	1,12,667.09	1,17,686.54	1,24,024.73	1,28,120.70
Earnings before Interest, Tax, Depreciation and Amortization (EBITDA)	9,137.38	9,743.83	10,472.42	11,101.01
Depreciation and amortization Expenses	354.16	367.80	366.84	378.63
Finance Costs	2,047.50	1,915.62	2,059.81	1,982.40
Profit before Exceptional Items and Tax	6,735.72	7,460.41	8045.77	8,739.98
Exceptional Items	Nil	Nil	Nil	Nil
Tax expense	1,596.90	2,103.98	1,973.87	2,453.75
Profit After Tax (PAT)	5,138.82	5,356.43	6,071.90	6,286.23
Other Comprehensive Income	11.65	1.91	(363.94)	904.60
Total Comprehensive Income for the year	5,150.46	5,358.34	5,707.96	7,190.83
Dividends	Nil	270	Nil	270
Transfer to General Reserve	Nil	Nil	Nil	Nil
EPS Basic	8.56	8.93	10.12	10.45
EPS Diluted	8.56	8.93	10.12	10.45

STATE OF COMPANY AFFAIRS, OPERATIONS AND FUTURE OUTLOOK

The Standalone revenue from operations ended at Rs. 1,18,582.93 lakhs compared to Rs. 1,26,246.34 previous year and Standalone Profit After Tax (PAT) of the current year stood at Rs. 5,138.82 lakhs.

The Consolidated revenue from operations ended at Rs. 1,31,244.18 lakhs compared to Rs. 1,37,946.21 previous year and Consolidated Profit After Tax (PAT) of the current year stood at Rs. 6,071.90 lakhs. Your Company continues to retain its customers and at the same time having new associations, which reflects the ongoing trust of our customers to whom we dedicate our daily work.

Your Directors are pleased to inform you that in the beginning of FY 2024-25, the company has approved the Raising of funds through issue and allotment of up to 90,70,000 (Ninety Lakhs Seventy Thousand) Share Warrants, each Warrant convertible into 1 (one) Equity Share of Face Value of Rs. 2/- (Rupees Two Only) to certain Promoters and Non-Promoter Investors.

The fund raised will also be used for expanding "10X" Brand in India, making it a comprehensive food FMCG product company. The funds will also be allocated to explore future inorganic growth opportunities, including strategic mergers and acquisitions, and improve operational capabilities. These activities may be undertaken directly by the Company or through its subsidiaries or joint ventures.

The fund-raise will boost the market competitiveness and product range of the company. This is a crucial fundraise which will drive our initiatives to explore future inorganic growth opportunities and enhance operational capabilities. Our company is now poised to strengthen its position in the food FMCG space. The confidence reposed by marquee investors will take GRM into next league of growth opportunities. The 10X brand has been at the forefront of bringing innovative products in the Food FMCG space in India. We will continue to invest in our brand, distribution, operational capabilities and look out inorganic opportunities in Newage D2C brands.

DIVIDEND

During the Financial Year 2023-24, no dividend was declared by the company. The Directors of the Company are 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 www.grmrice.com.

TRANSFER TO RESERVES

Your Company Proposes not to Transfer any amount to General Reserves for the financial year 2023-24. 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, 2024 your Company has Two subsidiaries viz., GRM International Holdings Ltd. and GRM Foodkraft Private Limited and one step down subsidiary viz., GRM Fine Foods Inc. There are no associate or Joint Venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). Further there has been no material change in the nature of business of the subsidiaries during the financial year 2023-24.

The policy for determination of material subsidiary is available on company?s website at Company?s website at https://www.grmrice.com/grm_file/25-08-23-06-30-25Policy%20for%20determining%20material%20 subsidiary.pdf.

GRM Foodkraft Private Limited the unlisted material subsidiary has undergone Secretarial Audit by a practicing Company Secretary and their Secretarial Audit Report are also available on the website of the Company.

The Consolidated Financial Statements of your Company for the financial year 203-24 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

As on March 31, 2024, the authorized share capital of the company was Rs. 20,00,00,000 (Rupees Twenty Crores) divided into 10,00,00,000 (Ten Crores) Equity Shares of Face Value of Rs. 2 Each.

As on March 31, 2024, the issued, subscribed and paid-up Equity Share Capital of the Company was Rs. 12,00,00,000/- (Rupees Twelve Crores only) comprising of 6,00,00,000 (Six Crores ) Equity Shares of face value of Rs. 2/- each.

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.

CHANGE IN CAPITAL STRUCTURE AND LISTING OF SHARES

During the year under review there has been no changes in capital structure.

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 the 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).

The company was not required to transfer any amount to the Investor Education and Protection Fund in terms of Section 125 of the Companies Act, 2013 during the financial year 2023-24.

Dividend Due to be Transferred to transferred to the IEPF during the Financial Year 2024

The Company has not declared any dividend in the financial year 2016-17, so the company is not required to transfer any amount to IEPF during the financial year 2024-25.

Particulars	Date of Declaration	Date of Completion of seven years	Due Date for Transfer to IEPF	Amount as on 31st March, 2024
Financial Year 2016-17		No Dividend Declared
Final Dividend 2017-18	29th September, 2018	06th November, 2025	05th December, 2025	1,43,720
Final Dividend 2018-19	30th September, 2019	07th November, 2026	06th December, 2026	2,02,980
Final Dividend 2019-20	30th September, 2020	07th November, 2027	06th December, 2027	91268.97
Interim Dividend 2020-21	10th March, 2021	18th April, 2028	17th May, 2028	2,90,789
Interim Dividend 2021-22	12th August, 2021	20th September, 2028	19th October, 2028	143184.25
Interim Dividend 2021-22	27th October, 2021	05th December, 2028	04th January, 2029	1,57,438
Interim Dividend 2021-22	24th January, 2022	01st March, 2029	31st March, 2029	1,09,029
Interim Dividend 2022-23	16th May, 2022	22nd June, 2029	21st July, 2029	48,360.25
Interim Dividend 2022-23	17th August, 2022	23rd September, 2029	22nd October, 2029	39347.40

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

The Board of Directors of the Company at their meeting held on June 21, 2024 has approved the Raising of funds through issue and allotment of up to 90,70,000 (Ninety-One Seventy Thousand) Share Warrants, each Warrant convertible into 1 (one) Equity Share of Face Value of Rs. 2/- (Rupees Two Only) to certain Promoters and Non-Promoter Investors.

Except from the above, there is no other material changes and commitments occurred which affect the Financial Position of the Company between the end of the Financial Year of the company to which the financial statements relate and the date of the report.

SEGMENT REPORTING

Your company is engaged and focused on single activity of ‘Rice Sheller? to provide better results and to be leader in its core activity.

As on March 31, 2024, your Company?s Board has a strength of 8 (eight) Directors including 2 (Two) Woman Director. The Chairman of the Board was an Executive Director. The composition of the Board was as below:

Category	Number of Directors	% to Total Number of Directors
Executive Directors	2	25.00
Non Executive, Non Independent Director	2	25.00
Non-Executive-Independent Directors	4	50.00

CHANGES IN BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the Period under review and to the till date the following Changes taken place in Board of Directors and KMP.

Sr. Name of Director No. and KMP	Designation	Date of Event	Appointment/ Re-Appointment/Cessation/ Change in Designation
1 Mr. Atul Garg	Managing Director	26.09.2023	Re-appointment
2 Mrs. Mamta Garg	Whole Time Director	26.09.2023	Re-appointment
₃ Mr. Raj Kumar Garg	Independent Director	26.09.2023	Re-appointment
4 Manish Kumar	Company Secretary and Compliance Officer	10.08.2023	Cessation
5 Sachin Narang	Company Secretary and Compliance Officer	11.08.2023	Appointment

AUDIT COMMITTEE

As on March 31, 2024, 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. Raj Kumar Garg	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) Mr. Manish Kumar - Company Secretary (w.e.f. 23.08.2022 and until 10.08.2023)

(iii) Mr. Sachin Narang- Company Secretary (w.e.f 11.08.2023)

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 31,2024, 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. Raj Kumar Garg	Chairman
Mr. Gautam Gupta	Member
Ms. Nidhi	Member

RISK MANAGEMENT POLICY

The Board of Directors of the Company in its meeting held on 12th August, 2021 adopted risk management policy in Accordance with regulation 17 and 21 of SEBI (Listing Obligations and Disclosure Requirement), 2015. 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 2023-24, 08(Eight) Board meetings were held on as follows:

Sr. No. Date of Board Meetings

1 May 24, 2023

2 August 11, 2023

3 August 22, 2023

4 November 14, 2023

5 December 06, 2023

6 December 26, 2023

7 January 13, 2024

8 February 06, 2024

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 2023-24 in the report of Corporate Governance forming part of this Annual Report.

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 March 12, 2024.

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 NonExecutive 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.

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, 2024, 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 31,2024 and of the profit of the Company for the Financial year ended on March 31, 2024;

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 31,2024 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.

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? REPORT

i) STATUTORY AUDITORS

The members of the company at the 27th Annual General Meeting of the Company held on 28th September, 2021 approved the re-appointment of M/s. Vinod Kumar & Associates, Chartered Accountants as Statutory auditors of the company for a period of Two Years, to hold office from the conclusion of this Annual General Meeting till the conclusion of the 29th Annual General Meeting. So, the term of the current statutory auditors are expired.

Accordingly, the Board of Directors at their meeting held on 22nd August, 2023 and based on recommendations of the Audit Committee have recommended to the members 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.

Further 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 2023-24, which forms part of the Annual Report 2023-24. 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 Auditors? Report does not contain any qualification, reservation or adverse remark.

There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of Companies Act, 2013 read with rules framed thereunder, either to the Company or to the Central Government.

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 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.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The company has duly constituted the CSR Committee, which is responsible for fulfilling the CSR objectives of the company. 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/25-08-23-06-24-32CSR%20policy%20Final.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 2023-24 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.

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 www.grmrice.com.

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 separate Annexures, 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. (Annexure -7)

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 .

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 2023-24 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

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.

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 2023-24.

No of complaints received : Nil

No of complaints disposed off : Nil

SECRETARIAL STANDARDS

During the year under review, your Company had complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

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.