We have Audited the accompanying Standalone Ind AS Financial Statements of GRM OVERSEAS LIMITED
(“the Company”), which comprise the Balance Sheet as at 31st March 2025, and the Statement of Profit and
Loss (including Other Comprehensive income), Statement of Changes in Equity and Statement of Cash Flows
for the year then ended, and notes to the Standalone Ind AS Financial Statements, including a summary of
significant accounting policies and other explanatory information (hereinafter referred to as “the Standalone Ind
AS Financial Statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid
Standalone Ind AS Financial Statements give the information required by the Companies Act, 2013 (“the Act”)
in the manner so required and give a true and fair view in conformity with the accounting principles generally
accepted in India, of the state of affairs of the Company as at 31st March 2025, and profit (including other
comprehensive income), changes in equity and its cash flows for the year ended on that date.

BASIS FOR OPINION

We conducted our Audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10)
of the Act. Our responsibilities under those SAs are further described in the Auditor’s Responsibilities for the
Audit of the Standalone Ind AS Financial Statements section of our report. We are independent of the Company
in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with
the ethical requirements that are relevant to our Audit of the Standalone Ind AS Financial Statements under
the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in
accordance with these requirements and the Code of Ethics. We believe that the Audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.

KEY AUDIT MATTERS

Key Audit Matters (‘KAM’) are those matters that, in our professional judgment, were of most significance in our
Audit of the Standalone Ind AS Financial Statements of the current period. These matters were addressed in
the context of our Audit of the Standalone Ind AS Financial Statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters.

We have determined that there are no Key Audit Matters to communicate in our report.

INFORMATION OTHER THAN THE STANDALONE IND AS FINANCIAL STATEMENTS AND AUDITOR’S
REPORT THEREON

The Company’s management and Board of Directors are responsible for the other information. The other
information comprises the information included in the Company’s Annual Report, but does not include the
Standalone Ind AS Financial Statements and our Auditors’ report thereon.

Our opinion on the Standalone Ind AS Financial Statements does not cover the other information and we do not
express any form of assurance conclusion thereon.

In connection with our Audit of the Standalone Ind AS Financial Statements, our responsibility is to read the
other information and, in doing so, consider whether the other information is materially inconsistent with the
Standalone Ind AS Financial Statements or our knowledge obtained in the Audit or otherwise appears to be
materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement
of this other information, we are required to report that fact. We have nothing to report in this regard.

MANAGEMENT’S RESPONSIBILITY FOR THE STANDALONE IND AS FINANCIAL STATEMENTS

The Company’s Management and Board of Directors are responsible for the matters stated in Section 134(5)
of the Act with respect to the preparation of these Standalone Ind AS Financial Statements that give a true and
fair view of the state of affairs, profit / loss (including other comprehensive income), changes in equity and cash
flows of the Company in accordance with the accounting principles generally accepted in India, including the
Indian Accounting Standards (Ind AS) specified under Section 133 of the Act. This responsibility also includes
maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding
of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and
application of appropriate accounting policies; making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of adequate internal financial controls that were operating
effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation
and presentation of the Standalone Ind AS Financial Statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.

In preparing the Standalone Ind AS Financial Statements, management and Board of Directors are responsible
for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting unless management either intends to liquidate
the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company’s financial reporting process.

AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE STANDALONE IND AS FINANCIAL
STATEMENTS

Our objectives are to obtain reasonable assurance about whether the Standalone Ind AS Financial Statements
as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor’s report
that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
Audit conducted in accordance with SAs will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of these
Standalone Ind AS Financial Statements.

As part of an Audit in accordance with SAs, we exercise professional judgment and maintain professional
skepticism throughout the Audit. We also:

• Identify and assess the risks of material misstatement of the Standalone Ind AS Financial Statements,
whether due to fraud or error, design and perform Audit procedures responsive to those risks, and obtain
Audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting
a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the Audit in order to design Audit procedures that
are appropriate in the circumstances. Under Section 143(3) (i) of the Act, we are also responsible for

expressing our opinion on whether the company has adequate internal financial controls with reference to
Standalone Ind AS Financial Statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by management

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and,
based on the Audit evidence obtained, whether a material uncertainty exists related to events or conditions
that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude
that a material uncertainty exists, we are required to draw attention in our Auditor’s report to the related
disclosures in the Standalone Ind AS Financial Statements or, if such disclosures are inadequate, to modify
our opinion. Our conclusions are based on the Audit evidence obtained up to the date of our Auditors’
report. However, future events or conditions may cause the Company to cease to continue as a going
concern.

• Evaluate the overall presentation, structure and content of the Standalone Ind AS Financial Statements,
including the disclosures, and whether the Standalone Ind AS Financial Statements represent the
underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and
timing of the Audit and significant Audit findings, including any significant deficiencies in internal control that we
identify during our Audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that
may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were
of most significance in the Audit of the Standalone Ind AS Financial Statements of the current period and are
therefore the key Audit matters. We describe these matters in our Auditors’ report unless law or regulation
precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that
a matter should not be communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditors’ Report) Order, 2020 (“the Order”) issued by the Central
Government of India in terms of Section 143(11) of the Act, we give in “Annexure A” a statement on the
matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge
and belief were necessary for the purposes of our Audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as
it appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the
Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in
agreement with the books of account.

(d) In our opinion, the aforesaid Standalone Ind AS Financial Statements comply with the Ind AS specified
under Section 133 of the Act.

(e) On the basis of the written representations received from the directors as on 31st March, 2025 taken
on record by the Board of Directors, none of the directors is disqualified as on 31st March 2025 from
being appointed as a director in terms of Section 164(2) of the Act.

(f) With respect to the adequacy of the internal financial controls with reference to Standalone Ind AS
Financial statements of the Company and the operating effectiveness of such controls, refer to our
separate Report in “Annexure B”.

(g) With respect to the other matters to be included in the Auditors’ Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our
information and according to the explanations given to us:

i. The Company does not have any pending litigations which would impact its financial position in

its Standalone Ind AS Financial Statements;

ii. The Company did not have any long-term contracts including derivatives contracts for which

there were any material foreseeable losses;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor

Education and Protection Fund by the Company; and

iv. a. The management has represented that, to the best of its knowledge and belief, no funds

have been advanced or loaned or invested (either from borrowed funds or share premium
or any other sources or kind of funds) by the Company to or in any other persons or entities,
including foreign entities (“Intermediaries”), with the understanding, whether recorded in
writing or otherwise, that the Intermediary shall:

• directly or indirectly lend or invest in other persons or entities identified in any manner
whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Company or

• provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries;

iv. b. The management has represented, that, to the best of its knowledge and belief, no funds
have been received by the Company from any persons or entities, including foreign entities
(“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the
Company shall:

• directly or indirectly, lend or invest in other persons or entities identified in any manner
whatsoever (“Ultimate Beneficiaries”) by or

• on behalf of the Funding Party or provide any guarantee, security or the like from or on behalf
of the Ultimate Beneficiaries; and

iv. c. Based on such Audit procedures as considered reasonable and appropriate in the
circumstances, nothing has come to our notice that has caused us to believe that the
representations under sub clause (iv) (a) and (iv) (b) above contain any material misstatement.

v. The Company has neither declared nor paid any dividend during the year.

vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account
using accounting software which has a feature of recording Audit trail (edit log) facility is applicable
to the Company with effect from April 1, 2023. Based on our examination which included test checks,
the company has used accounting software for maintaining its books of accounts which has a feature
of recording Audit trail (edit log) facility and the same has operated throughout the year for all relevant
transaction recorded in the software. Further, during the course of our Audit we did not come across
any instance of Audit trail feature being tampered with.

3. With respect to the matter to be included in the Auditors’ Report under section 197(16) of the Act:

In our opinion and according to the information and explanations given to us, the remuneration paid/
payable by the Company to its directors during the current year is in accordance with the provisions of
Section 197 of the Act. The remuneration paid/payable to any director is not in excess of the limit laid down
under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under
Section 197(16) which are required to be commented upon by us.

For Mehra Goel & Co.
Chartered Accountants

FRN-000517N

Devinder Kumar Aggarwal
Partner

M.No. 087716
UDIN: 25087716BMKQAQ8819

Date: 28th May, 2025
Place: New Delhi