Key Event Details

  • The 32nd AGM is scheduled for Tuesday, 29th September, 2026 at 12:30 PM.
  • The meeting will be conducted entirely through Video Conferencing (VC)/Other Audio Visual Means (OAVM).
  • The cut-off date for determining member eligibility to vote is Tuesday, 22nd September, 2026.
  • Remote e-voting period: Saturday, 26th September 2026 (09:00 AM IST) to Monday, 28th September 2026 (05:00 PM IST).
  • Register of Members and Share Transfer Books will remain closed from Wednesday, 23rd September 2026 to Tuesday, 29th September 2026 (both days inclusive).

Ordinary Business

1. Adoption of Financial Statements

  • To receive, consider and adopt the Audited Standalone Financial Statements for the year ended 31st March, 2026, together with Reports of Auditors and Directors.
  • To receive, consider and adopt the Consolidated Audited Financial Statements for the year ended 31st March, 2026, together with Reports of Auditors.

2. Re-appointment of Retiring Director

  • Mr. Hukam Chand Garg (DIN: 00673276), Director (Non-Executive) aged 83 years, retires by rotation and offers himself for re-appointment.
  • Requires a SPECIAL RESOLUTION due to Regulation 17(1A) of SEBI LODR (director over 75 years).
  • Profile: Founder Chairman with over 40 years experience in rice industry. Holds 4,53,33,000 shares (21.88% of share capital). Non-executive role with no remuneration.
  • Relationship: Father of Mr. Atul Garg (Managing Director), father-in-law of Mrs. Mamta Garg (Director), and grandfather of Mr. Vedant Garg (CFO).

Special Business

3. Material Related Party Transaction with GRM Foodkraft Private Limited

  • Seeks ORDINARY RESOLUTION approval for RPTs with material subsidiary GRM Foodkraft Pvt Ltd (CIN: U01100DL2020PTC365723) for FY 2027-28.
  • Aggregate value not exceeding ₹600 crore.
  • Nature: Sale/purchase of goods, services, leasing, reimbursement (Sale: ₹500 cr, Purchase: ₹99 cr, Reimbursement: ₹0.5 cr, Rent: ₹0.5 cr).
  • FY 2025-26 transactions: ₹138.71 cr (Sale: ₹135.92 cr, Purchase: ₹2.60 cr, Reimbursement: ₹0.02 cr, Rent: ₹0.18 cr).
  • Q1 FY2027 transactions (Apr-Jun 2026): ₹24.44 cr.
  • Company holds 91.48% in GFPL.
  • Justification: GFPL handles domestic sales distribution; transactions are arm's length and in ordinary course.

4. Material Related Party Transaction with GRM International Holdings Limited, UK

  • Seeks ORDINARY RESOLUTION approval for RPTs with wholly-owned subsidiary for FY 2027-28.
  • Aggregate value not exceeding ₹35 crore.
  • Nature: Primarily sale of goods.
  • FY 2025-26 transactions: Details not quantified in disclosure.
  • Q1 FY2027 transactions (Apr-Jun 2026): Details not quantified.
  • Justification: GIHL handles UK/international marketing and distribution.

5. Material Related Party Transaction with GRM Fine Foods INC., USA

  • Seeks ORDINARY RESOLUTION approval for RPTs with fellow subsidiary (wholly-owned step-down) for FY 2027-28.
  • Aggregate value not exceeding ₹10 crore.
  • Nature: Sale of goods.
  • FY 2025-26 and Q1 FY2027 transactions: Nil.
  • Justification: GFFI is a new arm for US market entry.

6. Material Related Party Transaction with Eros Agro & Farms Private Limited

  • Seeks ORDINARY RESOLUTION approval for RPTs with related party (CIN: U01403DL2007PTC165962) for FY 2027-28.
  • Aggregate value not exceeding ₹750 crore.
  • Nature: Sale of goods (₹550 cr), interest paid (₹19.5 cr), loan availed/repaid (₹90 cr each), rent (₹0.5 cr).
  • FY 2025-26 transactions: ₹220.01 cr (Sale: ₹105.50 cr, Rent: ₹0.06 cr, Interest: ₹2.95 cr, Loan availed: ₹0.86 cr, Loan repaid: ₹5.62 cr, Advances received: ₹88.82 cr, Advances repaid: ₹18.19 cr).
  • Q1 FY2027 transactions (Apr-Jun 2026): ₹103.59 cr.
  • Justification: Eros is a trading partner; transactions are arm's length.

7. Material Related Party Transaction with Swmabhan Commerce Private Limited

  • Seeks ORDINARY RESOLUTION approval for RPTs with associate company (32.41% holding, CIN: U74995DL2018PTC337174) for FY 2027-28.
  • Aggregate value not exceeding ₹100 crore.
  • Nature: Loan given/repaid (₹25 cr each), interest received (₹5 cr), sale of goods (₹25 cr), purchase of goods (₹20 cr).
  • FY 2025-26 transactions: ₹2.47 cr (Loan given: ₹2.30 cr, Interest received: ₹0.17 cr).
  • Q1 FY2027 transactions (Apr-Jun 2026): ₹2.68 cr.
  • Justification: To support associate company's business and protect Company's investment value.

8. Variation in Objects of Preferential Issue Funds

  • Seeks SPECIAL RESOLUTION to reallocate unutilized proceeds from August 2024 preferential issue (₹136.05 cr).
  • Proposal: Reallocate ₹30 cr from 'Investment in Subsidiary' (fully unutilized) to 'Working Capital' (+₹20 cr) and 'General Corporate Purposes' (+₹10 cr).
  • Revised allocation:
  • Working Capital: ₹80.00 cr (from ₹60.00 cr)
  • Investment in Subsidiary: ₹0.00 cr (from ₹30.00 cr)
  • Inorganic Growth: ₹10.00 cr (unchanged)
  • Plant & Machinery: ₹5.00 cr (unchanged)
  • General Corporate Purposes: ₹41.05 cr (from ₹31.05 cr)
  • Utilization status as of date:
  • Working Capital: ₹59.40 cr utilized of ₹60.00 cr
  • Investment in Subsidiary: ₹0.00 utilized of ₹30.00 cr
  • Inorganic Growth: ₹10.00 cr utilized of ₹10.00 cr
  • Plant & Machinery: ₹1.82 cr utilized of ₹5.00 cr
  • General Corporate Purposes: ₹30.14 cr utilized of ₹31.05 cr
  • Justification: Investment in subsidiary no longer required as envisaged; working capital needs have increased.

Voting and Meeting Logistics

  • Scrutinizer: Mr. Devesh Arora, Practicing Company Secretary (Membership No. ACS-49034 & CP No. 17860).
  • E-voting agency: National Securities Depository Limited (NSDL).
  • Physical attendance not permitted; only VC/OAVM participation allowed.
  • The electronic copy of the Notice and Annual Report has been dispatched to members with registered email addresses.

Financial Impact

  • The related party transactions, if approved, authorize potential contractual commitments up to ₹1,495 crore for FY 2027-28.
  • The fund variation resolution changes the allocation of already received funds (₹136.05 cr) but does not alter the total amount.