GRM Overseas Limited, a key player in India’s rice exports sector, has submitted its Annual Secretarial Compliance Report for the financial year ended March 31, 2025, as per the mandates under Regulation 24(A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company’s submission has been addressed to both the Bombay Stock Exchange (BSE) and the National Stock Exchange (NSE), under Scrip Code: 531449 and Symbol: GRMOVER, respectively.

The report was issued by M/s Devesh Arora & Associates, a firm of Practicing Company Secretaries, and covers an extensive audit of all relevant SEBI regulations, filings, policies, and disclosures applicable to the listed entity.

Overview of the Secretarial Compliance Certification

The Annual Secretarial Compliance Report is a regulatory requirement that evaluates whether a listed entity has adhered to all the applicable rules, regulations, and circulars issued by SEBI during a given financial year. This report is not merely an internal review but is issued by an independent practicing company secretary, thereby lending external credibility to the company’s regulatory compliance standing.

The FY25 report for GRM Overseas confirms the following:

1. Full compliance with all relevant SEBI regulations, including:

   • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

   • SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018

   • SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

   • SEBI (Prohibition of Insider Trading) Regulations, 2015

   • SEBI (Registrars to an Issue and Share Transfer Agents) Regulations, 1993

   • SEBI (Depositories and Participants) Regulations, 2018

2. Not Applicable: The report also highlights that certain regulations were not applicable during the review period, including:

   • SEBI (Buyback of Securities) Regulations, 2018

   • SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021

   • SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021

3. No deviations, penalties, or actions were reported during the review period. The compliance table clearly indicates "NIL" for any regulatory breaches or observations.

Corporate Governance and Policy Implementation

The report reflects strong governance practices at GRM Overseas, confirmed through the following observations:

• Secretarial Standards as prescribed by the Institute of Company Secretaries of India (ICSI) were fully complied with.

• All applicable policies required under SEBI regulations were:

  • Adopted with Board approval

  • Reviewed and updated in a timely manner

• Functional website maintenance and timely disclosure of documents and reports were validated, ensuring transparency for stakeholders.

• Material subsidiaries were properly identified, and requisite disclosures were made in accordance with applicable laws.

• The company adhered to document preservation protocols, a vital part of ensuring regulatory readiness and historical traceability.

• Performance evaluations of the Board and its committees were conducted as per regulatory standards.

• All Related Party Transactions (RPTs) were carried out only after prior audit committee approval.

SEBI Disclosure and Insider Trading Provisions

GRM Overseas has shown diligent compliance with SEBI’s insider trading regulations and disclosure standards:

• All price-sensitive disclosures under Regulation 30 of SEBI LODR were made in a timely fashion.

• Insider trading compliance under Regulations 3(5) and 3(6) of the SEBI PIT Regulations was affirmed.

• No action was taken against the company, its promoters, or directors by either SEBI or the stock exchanges.

Clean Record and Management Diligence

Notably, the report affirms that:

• There were no statutory auditor resignations or any deviation from procedural requirements related to such matters.

• No additional non-compliances were identified under any SEBI regulation, circular, or guidance note.

• The management of GRM Overseas is fully accountable for ensuring the authenticity and legality of the documents submitted.

The secretarial auditor concludes the report with a standard disclaimer about the limitations of their review, clarifying that the findings are based on documentation and explanations provided and do not constitute a financial audit or assurance about future corporate conduct.

Implications for Stakeholders

This clean compliance report positions GRM Overseas as a corporate entity with high governance standards, crucial for building investor trust and ensuring regulatory goodwill. For investors, such reports provide transparency into how seriously a company takes its regulatory obligations and corporate governance practices.

The submission further solidifies GRM Overseas' reputation in the public markets, showing that it maintains regulatory discipline while operating in a sector known for tight scrutiny due to its export-oriented nature.

Conclusion

The FY25 Annual Secretarial Compliance Report of GRM Overseas confirms its full adherence to SEBI norms, reflecting the company’s commitment to transparency, robust governance, and shareholder interests. The findings by Devesh Arora & Associates show that GRM Overseas continues to be a compliant and responsible corporate citizen with no regulatory red flags reported during the period under review.

Such disclosures not only fulfill regulatory mandates but also serve as essential documents for investors, regulators, and analysts in evaluating the company’s non-financial performance. Going forward, continued adherence to these standards will be key to sustaining GRM’s position in the market and maintaining stakeholder confidence.

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