Gandhar Oil Refinery (India) Ltd Directors Report

Dear Members,

The Board of Directors of Gandhar Oil Refinery (India) Limited (“The Company” or “Your Company” or “Gandhar") are pleased to present the 33^rd Annual Report on the business operations and state of affairs of the Company together with the Audited (Standalone & Consolidated) Financial Statements of the Company for the Financial Year ended March 31, 2025.

State of the Company Affairs:

• Financial performance:

The summary of the financial performance of the Company on a standalone & consolidated basis, for the Financial Year 2024-2025 as compared to the previous Financial Year 2023-2024 is as follows:

(Rs in Million)

	Standalone		Consolidated
Particulars	Financial Year ended 31st March 2025	Financial Yearended 31st March 2024	Financial Year ended 31st March 2025	Financial Year ended 31st March 2024
Total Income	31,751.13	28,589.21	39,099.23	41,231.04
Profit before Finance Costs, Depreciation/Amortisation and Tax	1,603.81	2,171.36	1,886.40	2,886.17
_ess: Finance Cost	(331.16)	(380.95)	(483.93)	(581.85)
_ess: Depreciation and Amortisation Expense	(218.15)	(154.21)	(259.01)	(201.28)
Profit before share of Profit/(loss) of a joint venture and tax	1,054.49	1,636.20	1,143.46	2,103.04
Share of Profit/(Loss) of a Joint Venture	-	-	(1.14)	-
Profit before tax	1,054.49	1,636.20	1,142.32	2,103.04
Tax expenses	(301.59)	(449.10)	(307.36)	(449.88)
Profit after taxation	752.90	1,187.10	834.96	1,653.16

The Financial Statements for the financial year ended March 31, 2025 have been prepared in accordance with the applicable provisions of the Companies Act 2013 (“the Act"), Indian Accounting Standards (‘IND AS) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [“SEBI Listing Regulations"].

The Board of Directors review the operations of your Company as a whole, as one single segment. Accordingly, there are no separate reportable segments.

Business Overview and state of Companys affairs:

Performance Overview:

i. Consolidated Financials:

Revenue from Operations for the financial year 2024-25 was H 38969.23 million, as compared to H 41132.14 million for financial year 2023-24.

The Other Income for the financial year 2024-25 was H 130.00 million as compared to H98.90 million in the previous year. Resultantly Total Income for the financial year 2024-25 was H 39099.23 million, as compared to H41231.04 million for financial year 2023-24.

Earnings before interest, tax, depreciation and amortization for the financial year 2024-25 was H 1886.40 million, as compared to H 2886.17 million for financial year 2023-24.

Profit Before Tax for the financial year 2024-25 was H1142.32 million, as compared to H 2103.04 million for financial year 2023-24.

ii. Standalone Financials:

Revenue from Operations for the financial year 2024-25 was H 31602.58 million, as compared to H 28417.38 million for financial year 2023-24.

The Other Income for the financial year 2024-25 was H 148.55 million as compared to H 171.83 million in the previous year. Resultantly Total Income for the financial year 2024-25 was H 31751.13 million, as compared to H 28589.21 million for financial year 2023-24.

Earnings before interest, tax, depreciation and amortization for the financial year 2024-25 was H 1603.80 million, as compared to H 2171.36 million for financial year 2023-24.

Profit Before Tax for the financial year 2024-25 was H 1054.49 million, as compared to H 1636.20 million for financial year 2023-24.

Further, overall Business Performance is laid below

In Millions	FY21	FY22	FY23	FY24	FY25
Revenue	22,355	35,788	41,030	41,231	38,969
EBITDA	1,181	2,405	3,162	2,787	1,756
PAT	738	1,641	2,139	1,653	835
ROE	18%	32%	32%	17%	7%
D/E	0.14	0.17	0.22	0.27	0.17

(EBITDA = Net Profit Before Tax + Depreciation and Amortisation + Finance cost - Other Income; Finance cost + Principal Repayment of Term Loan)

Dividend:

The board of directors (“Board”) is pleased to recommend final dividend of H0.50 (25%) per share on 9,78,79,530 Equity Shares of the face value of H2/- each for the Financial Year 2024-2025.

The Board has recommended the dividend based on financial performance of the Company and the parameters laid down in the Dividend Distribution Policy.

The said dividend, if approved by the Members at the ensuing Annual General Meeting (‘the AGM) will be paid to those Members whose name appears on the register of Members (including Beneficial Owners) of the Company as on Friday, August 01, 2025. The said dividend, would involve cash outflow of H 4,89,39,765/- for the Financial Year 2024-2025.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Members, w.e.f. April 1, 2020 and the Company is required to deduct tax at source from dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.

• Record Date

The Company has fixed Friday, August 01, 2025 as the “Record Date” for the purpose of determining the entitlement of Members to receive dividend for the Financial Year 2024-2025.

• Dividend Distribution Policy:

Pursuant to the requirement of regulation 43A of the SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 (the ‘Listing Regulations) the Company has formulated its dividend distribution policy the details of which are available on the Companys website at https://gandharoil.com/wp-content/ uploads/2023/11/10.-Dividend-declaration-policy.pdf

Transfer to Reserves:

During the financial year under review, no amount has been transferred to the General Reserves of the Company.

Annual Return:

Pursuant to Sections 92(3) and 134(3)(a) of the Companies Act, 2013 a copy of the Annual Return as on March 31, 2025 is available on the website of the Company and can be accessed at https://gandharoil. com/investor-relations/annual-reports/.

Share Capital:

• Authorized Share Capital:

The Authorized Share Capital of the Company is H30,00,00,000/- (Rupees Thirty Crores only) divided into 15,00,00,000 (Fifteen Crore) equity shares of face value of H 2 /- (Rupees Two only) each as on March 31, 2025.

• Issued, Subscribed & Paid-up Share Capital:

The Issued, Subscribed & Paid-up Share Capital of the Company is H19,57,59,060/- (Rupees Nineteen Crores Fifty- Seven Lakhs Fifty-Nine Thousand and Sixty Only) fully paid up divided into 9,78,79,530 equity shares of face value H 2/- (Rupees Two only) each as on March 31, 2025.

Further, during the financial year under review, company at the board meeting held on February 04, 2025 allotted 9,708 (Nine Thousand Seven Hundred and Eight) equity shares of face value of H 2/- (Rupees Two only) each upon conversion of Employee Stock Options granted under Gandhar Employee Stock Option Plan-2022.

Subsidiaries, Associates & Joint Venture:

The Company has following subsidiaries and Joint venture as on March 31, 2025:

i. Gandhar Shipping and Logistics Private Limited-Wholly Owned Subsidiary of the Company.

ii. Gandhar Lifesciences Private Limited-Wholly Owned Subsidiary of the Company

iii. Texol Lubritech FZC, Sharjah-Subsidiary of the Company.

iv. Texol Oils FZC, Sharjah-Joint Venture Company

v. Gandhar Foundation - Section 8 Company

vi. Texol Manufacturing LLC- a Stepdown subsidiary of the Company

Further, during the financial year under review, in view of expanding business reach of the company, Gandhar Lifesciences Private Limited was incorporated on August 23, 2024 as wholly owned subsidiary of the Company.

In addition, the Company does not have any Holding or Associate Company and no company has ceased to be subsidiary or joint venture company.

Material Subsidiaries

As on March 31, 2025, your Company had 1 (one) unlisted material subsidiary Company namely Texol Lubritech FZC. Your Company has formulated a policy for determining Material Subsidiaries. The policy on Material Subsidiary is available on your Companys website at https://gandharoil. com/wp-content/uploads/2023/11/5.-Policy-on-determining- material-subsidiary.pdf

Performance of Subsidiary Companies / Associate Companies / Joint Ventures of the Company

Domestic Subsidiary

i. Gandhar Shipping and Logistics Private Limited:

During the year under review the Total income of the Company was H6.44 Million compared to Total income of H 6.25 Million in the previous year. Profit after Tax stood at H 2.23 Million compared to the Loss after Tax of H 2.29 Million in the Previous Year.

ii. Gandhar Foundation:

The Section 8 Company got incorporated on June 05, 2023 and during the year under review, the gross receipt of the Company was H12.90 Million compared to the gross receipt of H 34.59 Million in the previous year.

iii. Gandhar Lifesciences Private Limited:

The Company got incorporated on 23^,d August, 2024 and during the year under review, the gross income of the Company was H 0.22 Million. Loss after Tax stood at H 0.06 Million. The company is yet to commence business.

Overseas Subsidiaries/Joint Ventures

iv. Texol Lubritech FZC:

The Company has a subsidiary Company namely Texol Lubritech FZC at Sharjah in which the Company has invested in 50.10% shares. Texol Lubritech has started its manufacturing operations in the year 2019-20. The company is engaged in the business of manufacturing specialty oils and lubricants including liquid paraffin, industrial oil and greases, transformer oils, petroleum jelly, automotive lubricants, and other petrochemical products.

During the year under review the Total income of the Company was H 7,583.17 Million compared to Total income of H 12,788.62 Million in the previous year. The Company has earned profit of H 69.47 Million compared to H 496.89 Million in the previous year.

v. Texol Oils FZC

The Company has a Joint Venture Company namely Texol Oils FZC at Sharjah incorporated on January 11, 2023 in which the Company is holding 50% shares. The company is proposed to be engaged in the business of manufacturing and trading of Grease & Lubricants,

Grease & Lubricants Blending, Beauty and Personal Care Requisites Manufacturing, Refining and Blending of Petroleum Products, Petrochemicals & Lubricants. Import / Export / Storage / Trading of Petroleum Products, Petrochemicals, Lubricants & Grease, Trading Refined Oil Products.

During the year under review. The Company has incurred loss of H 12.10 Million compared to loss of H 14.82 Million in the previous year. The company is yet to commence business.

vi. Texol Lubricants Manufacturing LLC

The Company has a Stepdown Subsidiary Company namely Texol Lubricants Manufacturing LLC which was incorporated on February 23, 2022 in the Emirate of Ajman in the United Arab Emirates as a limited liability company in accordance with Federal Decree-Law No. (32) of 2021 regarding commercial companies. Texol Lubricants Manufacturing LLC is authorized under the provisions of its trade license to engage in the business of grease and lubricants packaging and lubricants and coolants manufacturing. Texol Lubritech FZC infused funds towards subscribing to the initial share capital in Texol Lubricants Manufacturing LLC on March 31, 2023. Consequently, Texol Lubricants Manufacturing LLC has been recognized as a subsidiary of our Company with effect from March 31, 2023 in accordance with the applicable laws and accounting standards of the UAE. The company is yet to commence business.

In accordance with Section 129(3) of the Act, the Consolidated Financial Statements of the Company has been prepared and forms part of the Annual Report. Further, a separate statement containing the salient features of financial statements of subsidiary in the prescribed Form AOC-1 is enclosed to the financial statements provided in the Annual Report.

The annual accounts of the said Subsidiaries and Joint Venture Company and other related information will be made available to any member of the Company seeking such information at any point of time and are also available for inspection by any member of the Company at the registered office of the Company and pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries and joint ventures, are available on the website of the Company viz. https://gandharoil.com/investor-relations/ financial-statements/

Pursuant to Section 134 of the Act read with rules made thereunder, the details of developments at the level of subsidiaries and joint ventures of your Company are covered in the Management Discussion and Analysis Report, which forms part of this Annual Report.

Utilization of Proceeds from Initial Public Offer (IPO):

During the financial year 2024-25, there were no funds raised through preferential allotment or qualified institutions placement as specified under Regulation 32(7A) of the SEBI Listing Regulations.

During the financial year 2023-24, the Company has raised H5,006.92 million from public through Initial Public Offering (“IPO”) comprising of fresh issue of Equity shares aggregating to H3,020 Million and an offer for sale aggregating to H1,986.92 million.. The utilisation of funds raised through IPO as on March 31, 2025 have been mentioned hereunder.

Sl. No. Object	Amount Allocated (Rs In Crore)	Amount utilized as on March 31, 2025 (Rs In Crore)
1 Investment in Texol by way of a loan for financing the repayment/pre-payment of a loan facility availed by Texol from the Bank of Baroda	22.713	22.713
2 Capital expenditure through purchase of equipment and civil work required for expansion in capacity of automotive oil at our Silvassa Plant	27.729	23.311
3 Funding working capital requirements of our Company; and	185.008	185.008
4 General corporate purposes	43.088*	39.570
TOTAL	278.538*	270.602

*Revision in General Corporate Purpose from Rs 27.653 Crs to Rs 43.088 Crs is on account of upward revision in net proceeds by Rs 15.435 Crore

Your Company has appointed ICRA as Monitoring Agency in terms of Regulation 41 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (‘SEBI ICDR Regulations), as amended from time to time, to monitor the utilization of IPO proceeds and the Company has obtained monitoring reports from the Monitoring Agency from time to time confirming no deviation or variation in the utilization of proceeds of the IPO from the objects stated in the Prospectus dated November 25, 2023. The Company has submitted the statement(s) and report as required under Regulation 32 of the SEBI LODR Regulations to both the exchanges where the shares of the Company are listed, namely, NSE and BSE on timely basis.

Designated person for the purpose of declaration of beneficial interest in the shares of the company:

Pursuant to amendment in the Rule 9 of Companies (Management and Administration) Rules, 2014, Ms. Jayshree Soni, Company Secretary and Compliance Officer, shall be responsible for furnishing, and extending co-operation for providing, information to the Registrar or any other authorized officer with respect to beneficial interest in shares of the company.

Directors Responsibility Statement:

Pursuant to the requirement under Section 134(3)(C) of the Act, the Directors hereby confirm and state that:

a. in the preparation of the annual accounts for the year ended March 31,2025, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance

with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. the directors have prepared the annual accounts on a going concern basis;

e. the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Details of status of mergers, acquisition, expansion, modernization, diversification:

The board of directors of the Company at its meeting held on February 04, 2025 approved scheme of amalgamation with its wholly owned subsidiary namely Gandhar Shipping & Logistics Private Limited considering the advantages it has offered like increase efficiency in business operations, to integrate and streamline procedures with concentrated management focus and strengthen strategic market positioning by gaining edge in manufacturing and distribution segment.

Employees Stock Option Plan:

Employee stock option plan is designed to enhance retention of human talent by creating sense of ownership. It further aligns employees interest with success of the company.

Accordingly, the company had introduced Employee Stock Option Plan namely Gandhar Employee Stock Option Plan 2022 (“ESOP 2022”) which was ratified and approved by the shareholders via postal ballot on 23^rd March, 2024.

Pursuant to the requirements of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, a certificate has been issued by the Secretarial Auditor of the Company confirming that the scheme has been

implemented in accordance with the said Regulations, would be placed at the website of your Company at https://gandharoil.com/ investor-relations/

A statement containing the relevant disclosures pursuant to Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014, and Regulation 14 of the SEBI SBEB Regulations forthe financial year ended on March 31, 2025 can be accessed on the website of your Company at https://qandharoil.com/investor-relations/annual-reports/

Credit rating:

The Companys financial discipline and prudence is reflected in the strong credit ratings ascribed by rating agencies. The details of credit rating are disclosed in the Corporate Governance Report, which forms part of this Integrated Annual Report.

Public Deposits:

During the financial year under review, your Company has not accepted any deposits within the meaning of Sections 73 and 76 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time.

Particulars of Loans, Guarantees or Investments:

The particulars of loans given, guarantees given, investments made and securities provided by the Company during the financial year under review, are in compliance with the provisions of Section 186 of the Act and the Rules made thereunder and details are given in the Notes to the Accounts of the Standalone Financial Statements which forms part of the Annual Report. All the loans given by the Company to the bodies corporate are towards business purposes.

Particulars of Contracts or Arrangements with the Related Parties:

All contracts or arrangements or transactions entered during the year with related parties were on arms-length basis and in the

ordinary course of business and in compliance with the applicable provisions of the Act and the SEBI Listing Regulations. None of the contract or arrangement or transaction with any of the related parties was in conflict with the interest of the Company.

Further, all the transactions entered during the financial year under review with the related parties referred to in Section 188 of the Act were in the ordinary course of the business and on the arms length basis and are reported /stated in the Notes to the Accounts of the Standalone Financial Statements of the Company which forms part of the Annual Report.

Since all the transactions with related parties during the year were on arms length basis and in the ordinary course of business, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable for the financial year ended March 31, 2025.

In terms of Regulation 23 of the SEBI Listing Regulations, your Company submits details of related party transactions on a consolidated basis as per the specified format to the stock exchanges on a half-yearly basis.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board from time to time is available on the Companys website and can be accessed at https://gandharoil.com/wp-content/uploads/2025/03/ Materiality-of-Related-Party-Transactions.pdf

Directors and Key Managerial Personnel:

As on March 31, 2025, the Board of Directors (the “Board”) of your Company comprises of Six (06) Directors comprising of Three (03) Executive Directors and Three (03) Independent Directors, which includes Two (02) Independent Woman Director. The constitution of the Board of the Company is in accordance with requirements of Section 149 of the Act and Regulation 17 of the Listing Regulations.

The list of Directors and Key Managerial Personnel as on March 31, 2025 are as follows:

Sl. No. Name	Designation	Date of Appointment / Re-Appointment	Date of Cessation
1 Mr. Ramesh Parekh	Chairman and Managing Director	21.09.2020	NA
2 Mr. Samir Parekh	Vice Chairman and Joint Managing Director	01.10.2021	NA
3 Mr. Aslesh Parekh	Joint Managing Director	01.10.2021	NA
4 Mr. Raj Kishore Singh	Independent Director	28.06.2024	NA
5 Ms. Amrita Nautiyal	Independent Director	17.08.2020	NA
6 Mrs. Deena Mehta	Independent Director	22.06.2022	NA
7 Mr. Indrajit Bhattacharyya	Chief Financial Officer	05.01.2017	NA
8 Mrs. Jayshree Soni	Company Secretary & Compliance Officer	01.12.2014	NA

Based on the written representations received from the Directors, none of the Directors of the Company is disqualified under Section 164 of the Act.

Further, None of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as director of the Company by the SEBI, Ministry of Corporate Affairs or any other statutory authority.

All Directors are eminent individuals with proven track records, and their detailed backgrounds are provided in the Corporate Overview section forming part of this Annual Report.

• Appointments and Re-appointment to the Board:

During the financial year under review, The Board, at its meeting held on May 22, 2024 and based on the recommendation of Nomination and Remuneration Committee (“NRC”), approved the re-appointment of Mr. Raj Kishore Singh (DIN: 00071024), Independent Director of your Company, Singh for the second term of 5 (Five) years commencing from June 28, 2024 and continuation of his term after attaining the age of 75 years on September 17, 2028. The re-appointment was approved by the members at the AGM held on September 05, 2024.

Further, the following directors are proposed to be re-appointed at the ensuing AGM, the brief details of which are mentioned in the Notice of 33^,d AGM forming part of this Annual Report:

i. The board of directors at its meeting held on May 22,2025 approved re-appointment of Mr. Ramesh Parekh (DIN: 01108443) as the Managing Director for a period of five (5) consecutive years commencing from September 21, 2025 upto September 20, 2030 (both days inclusive) on the terms and conditions laid out in the Notice convening the 33^rd AGM, subject to the approval of the shareholders through special resolution.

ii. The Board of Directors at its Meeting held on May 22, 2025 approved re-appointment of Ms. Amrita Nautiyal (DIN: 00123512) as an Independent Director for the second term of five (5) consecutive years commencing from August 17, 2025 upto August 16, 2030 (both days inclusive) on the terms and conditions laid out in the Notice convening the 33^rd AGM, subject to the approval of the shareholders through special resolution.

• Independent Directors:

The Company has received requisite declarations from the Independent Directors confirming that they meet the criteria of Independence as prescribed under Section 149 of the Act read with the Rules framed thereunder and Regulation 16 of the Listing Regulations. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

The Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, and reimbursement of out of pocket expenses, if any, incurred by them for the purpose of attending meetings of the Company. The Independent Directors have also confirmed that they have registered their names in the data bank of Independent Directors maintained with / by the Indian Institute of Corporate Affairs.

In the opinion of the Board, there has been no change in the circumstances which may affect the status of Independent Directors as an Independent Director of the Company and the Board is satisfied with the integrity, expertise, and experience including proficiency, in terms of Section 150 of the Act and the Rules made thereunder.

• Retirement by Rotation:

In accordance with the provisions of Section 152(6) of the Act read with the rules made thereunder and in terms of Articles of Association of the Company, Mr. Samir Parekh, (DIN: 02225839) Joint Managing Director of the Company is liable to retire rotation at the ensuing 33^rd AGM and being eligible, offered himself for re-appointment. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee (“NRC”) has recommended his appointment.

The disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations read with Secretarial Standard - 2 on General Meetings relating to the aforesaid appointment/re- appointment of directors are given in the Notice of AGM.

• Changes in Key Managerial Personnel:

During the year under review, there are no changes in the Key managerial personnel.

Performance Evaluation of the Board:

Pursuant to the provisions of the Act and the SEBI Listing Regulations, the Board of Directors has put in place a process to formally evaluate the effectiveness of the Board, its Committees and individual Directors. The Board works with the Nomination and Remuneration Committee to lay down the evaluation criteria.

The Board has carried out evaluation of its own performance, of all the Directors individually as well as the working of all Committees of the Board of the Company for the financial year 2024-25. The Board has devised questionnaire to evaluate the performances of each of Executive, Non-Executive and Independent Directors Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance at Board Meetings and Committee Meetings;

ii. Quality of contribution to Board deliberations;

iii. Strategic perspectives or inputs regarding future growth of Company and its performance;

iv. Providing perspectives and feedback going beyond information provided by the management.

Additionally, specific feedback was also sought on the manner in which the Chairperson, the Independent Directors and the Executive Directors of the Company discharged their respective roles.

The Board reviewed and analyzed the responses to the evaluation forms and accordingly completed the Board evaluation process for financial year 2024-2025 and expressed their satisfaction with the evaluation process.

The Independent Directors also held a separate meeting during the financial year, to evaluate the performance of the Board as a whole, the Non-Independent Directors and the chairperson of the Board.

Board Meetings:

The Board met on various occasions to discuss and decide on affairs, operations of the Company and to supervise and control the activities of the Company.

During the Financial Year under review, The Board of Directors met 5 (Five) times as per the details given in the Corporate Governance Report forming part of this Annual Report. The intervening gap between two consecutive meetings was within the period prescribed under the Act, the Secretarial Standards on Board Meetings issued by the Institute of Company Secretaries of India (ICSI) and the Listing Regulations.

Committee Meetings:

Further, pursuant to the Act and the SEBI Listing Regulations, the Company has constituted various Statutory Committees. As on March 31, 2025, the Board has constituted the following committees / sub-committees.

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Risk Management Committee

• Corporate Social Responsibility Committee

The details with respect to the composition, number of meetings held, and terms of reference for each committee are given in the Corporate Governance Report forming part of this Annual Report.

Independent Directors Meeting:

Pursuant to SEBI (LODR) Third Amendment Regulations, 2024, the independent directors of top 2000 listed entities as per market capitalization shall endeavor to hold at least two meetings in a

financial year, without the presence of non-independent directors and members of the management and all the independent directors shall endeavor to be present at such meetings.

Accordingly, Independent Directors met on February 04, 2025 and March 11, 2025, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of your Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Familiarization Programme for Independent Directors:

Independent Directors (IDs) inducted to the Board are provided orientation on the Companys business operations, products, organization structure as well as the Board constitution and its procedures through various programmes / presentations.

The IDs are also provided with an opportunity to visit the Companys plants. The Company as on date of this report has three (3) Independent Directors on its board. Details of familiarization given to the Independent Directors in the areas of business, strategy, governance, operations, risk, safety, health, environment are available on the website of the Company.

Further details of programmes conducted in the financial year under review is available on the website of the Company https://gandharoil. com/investor-relations/familiarization-programme-for-id/.

Please refer to the Paragraph on Familiarization Programme in the Corporate Governance Report for detailed analysis.

Policy on Directors Appointment and Remuneration:

The Board has, Pursuant to Section 178(3) of the Act and on the recommendation of Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration (“Remuneration Policy”) which is available on the website of your Company at https:// gandharoil.com/wp-content/uploads/2023/02/Nomination- Remuneration-Policy.pdf

The statement containing particulars of top 10 employees and particulars of employees as required under Section 197 (12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as a separate Annexure I forming part of this report.

Board Diversity:

Your Company recognizes and embraces the importance of a diverse board in its success. The Board has adopted the Board Diversity Policy which sets out the approach to the diversity of the Board of Directors. The said Policy is available on your Companys website at https://gandharoil.com/wp-content/uploads/2023/1V3.- Policy-on-Diversity-of-Board-of-Directors.pdf

Succession Plan:

Your Company has an effective mechanism for succession planning which focuses on orderly succession of Directors, Key Management Personnel and Senior Management. The Board has adopted the Succession Planning for the Board & Senior Management and the said Policy is available on the Companys website at https:// gandharoil.com/wp-content/uploads/2023/11/11.-Policy-on- Succession-Planning-for-the-Board- -Senior-Management.pdf

Vigil Mechanism /Whistle Blower Policy:

The Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and Employees in confirmation with Section 177 of the Act and the Rules framed thereunder and Regulation 22 of the Listing Regulations to report concerns about unethical behavior.

The Audit Committee of the Company oversees / supervise a Vigil Mechanism / a Whistle Blower Policy of the Company.

The Company has implemented the Vigil mechanism/Whistle Blower Policy to ensure greater transparency in all aspects of the Companys functioning. The objective of the policy is to build and strengthen a culture of transparency and to provide employees with a framework for responsible and secure reporting of improper activities. Therefore, it has built in and set up the Vigil Mechanism, under this mechanism all the employees and Directors of the Company are eligible to make disclosures in relation to matters concerning the Company. During the year under review, no person was denied access to the Chairman of the Audit Committee.

Under the Whistle Blower Policy, confidentiality of those reporting violation(s) is protected and they shall not be subject to any discriminatory practices. The Policy is uploaded on the Companys website at www.gandharoil.com and can be accessed at https://gandharoil.com/wp-content/uploads/2024/05/Vigil- Mechanism-Policy.pdf

Board Policies:

The details of various policies approved and adopted by the Board as required under the Act and SEBI Listing Regulations are provided on your Companys website at https://gandharoil.com/investor- relations/company-policies/

Auditors & Auditors Reports

• Internal Auditors:

Co., Chartered Accountants, (Firm registration No.110287W) were appointed as the Internal Auditors to conduct internal audit for the financial year 2024-2025.

• Statutory Auditors:

Pursuant to provisions of section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, Kailash Chand Jain & Co., Chartered Accountants, Mumbai, (Firm Registration No. 112318W), were re-appointed as the Statutory Auditors of your Company at the Annual General Meeting held on November 20, 2020 for a second term of Five (5) consecutive years to hold office until the conclusion of the 33^,d Annual General Meeting.

The Auditors Report is annexed to the Financial Statements and does not contain any qualifications, reservations, adverse remarks or disclaimers and is unmodified. Further, Notes to Accounts are self-explanatory and do not call for any comments.

Further, post financial year under review, based on recommendation of Audit committee, the board of directors at its meeting held on May 22, 2025 have approved appointment of M/s. KJK & Associates., Chartered Accountants, (FRN: 112159W) Mumbai as Statutory Auditors of the Company for the first term of 5 years for the financial year 01.04.2025 to 31.03.2026 till 01.04.2029 to 31.03.2030 due to expiry of term of previous Auditor M/s. Kailash Chand & Co., Chartered Accountants, subject to approval of members at the ensuing Annual General Meeting.

• Secretarial Auditors:

M/s. Manish Ghia & Associates, Company Secretaries (M. No.: FCS 6252, C.P. No. 3531, Peer Review 822/2020), were appointed as the Secretarial Auditors to conduct the Secretarial Audit of the Company for the Financial Year 2024-2025.

In addition, pursuant to 24A of the SEBI Listing Regulations, based the recommendation of Audit committee Board, the board of directors at its meeting held on May 22, 2025 have approved appointment of Vishal N Manseta, a peer reviewed Practicing Company Secretary, (COP: 8981) as the Secretarial Auditor of the Company for the first term of 5 consecutive years i.e., from April 01, 2025 to March 31, 2030, subject to approval of the members of the Company at the ensuing Annual General Meeting.

Pursuant to the provisions of Section 138 of the Act, on the recommendation of the Audit Committee, M/s. G. D. Singhvi &

• Cost Auditors:

As per Section 148 of the Act, the Company is required to audit its cost records by a Cost Accountant. The Board of Directors of the Company based on the recommendation of the Audit Committee, approved the appointment of M/s. Maulin Shah & Associates, Cost Accountant, (Firm Registration No. 101527) as the Cost Auditors of the Company to conduct cost audit for relevant products prescribed under the Companies (Cost Records and Audit) Rules, 2014 for Financial year 2024-2025.

The Board on recommendations of the Audit Committee have approved the remuneration payable to the Cost Auditor, subject to ratification of their remuneration by the Members at this AGM. The resolution approving the above proposal is being placed for approval of the Members in the Notice for this AGM.

Maintenance of the Cost Records:

Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is required by the Company and accordingly such accounts and records are made and maintained by the Company.

Reporting of Frauds by the Auditors:

During the financial year under review, neither the Statutory Auditors nor the Secretarial Auditors have reported to the Audit Committee under Section 143 of the Act, any instances of fraud committed against your Company by its officers and employees, details of which would need to be mentioned in the Boards Report.

Risk Management:

The Company recognizes that risk is an integral and inevitable part of business and is fully committed to manage the risks in a proactive and efficient manner. The Company has a disciplined process for continuously assessing risks, in the internal and external environment along with minimizing the impact of risks.

The objective of Risk Management process in the Company is to enable value creation in an uncertain environment, promote good governance, address stakeholder expectations proactively and improve organizational resilience and sustainable growth. Further details are provided in the Management Discussion and Analysis Section forming part of this Report.

The Board of Directors of the Company has constituted a Risk Management Committee and designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Companys businesses, and is working on a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions and evaluate and monitor key risks including strategic, operational, financial, cyber security and compliance risks & framing, implementing, monitoring and reviewing Risk Management plan, policies, systems and framework of the Company.

A copy of the risk management policy is placed on the website of the Company at www.gandharoil.com and can be accessed at https:// gandharoil.com/wp-content/uploads/2025/03/Risk-Management- Policy-Procedure.pdf

Risk and areas of concern:

The major risks faced by your Company are on account of volatility in the prices of its raw materials and foreign exchange rates. The Company has laid down a well-defined Risk Management Policy to mitigate its risks, covering the risk mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is carried out by the employees designated by Board to identify, evaluate, manage and monitor both business and nonbusiness risk. In this regard, your Company continues to exercise prudence in its inventory control and hedging policies. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

Sl The Secretarial Auditor in Secretarial Audit Report (the „ “SAR”) has made following observations for the financial No. year under review:	Management response:
1. Delay in submission of Outcome of Board meeting held on July 25, 2024 for approval of proposed incorporation of a wholly owned subsidiary company.	We acknowledge the importance of timely and accurate disclosures under the application SEBI (LODR) Regulations, 2015 and we remain committed to ensuring compliance with all regulatory requirements.
	Upon identification of the delay, the Company has immediately undertaken a review of its internal processes to prevent recurrence of such instances in the future. Additional steps, including reinforcing internal timelines and communication protocols, are being implemented to strengthen our compliance framework.
2. Delayed Intimation; Date of incorporation of subsidiary is August 23, 2024 and date of intimation March 29, 2025; beyond the timeline of 12 hour.	The omission was inadvertent and purely unintentional. There was no intent to withhold material information from the stakeholders or the exchanges. Upon recognizing the lapse, the Company has taken immediate corrective measures, including a detailed review of compliance protocols and strengthening of internal checklists, to ensure that all future disclosures are made within the prescribed timelines without fail.

The Secretarial Audit Report in the prescribed Form No. MR-3 issued by M/s. Manish Ghia & Associates, Company Secretaries is attached as “Annexure II”.

Internal Financial Control Systems, its adequacy:

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Company Policies, safeguarding of assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

The Audit Committee evaluates the efficiency and adequacy of financial control system in the Company, its compliance with operating systems, accounting procedures at all locations of the Company and strives to maintain a high Standard of Internal Financial Control.

During the year under review, no material or serious observation has been received from the Auditors of your Company citing inefficiency or inadequacy of such controls. An extensive internal audit is carried out by M/s. G. D. Singhvi & Co., Chartered Accountants and post audit reviews are also carried out to ensure follow up on the observations made by the Auditors.

Corporate Social Responsibility Initiative:

A Corporate Social Responsibility Statement is a declaration by a company that outlines its commitment to operating in an ethical, sustainable, and socially responsible manner. Your company by practicing corporate social responsibility desires to create positive impact and drives enhance the society and environment it operates in.

Further, pursuant to the provisions of Section 135 of the Act, read with Companies (Corporate Social Responsibility) Rules, 2014, the Company has constituted Corporate Social Responsibility (CSR) Committee and has framed a CSR Policy. As part of its initiatives under CSR, the Company has identified various projects. These projects are in accordance with Schedule VII of the Act. The Policy on Corporate Social Responsibility is available on the website of the Company viz. https://gandharoil.com/wp-content/ uploads/2023/02/CSR-Policy.pdf

The Annual Report on CSR activities is annexed as “Annexure III” and forms part of this report.

Business Responsibility and Sustainability Report:

In accordance with the Listing Regulations, the Business Responsibility and Sustainability Report (BRSR), describing the initiatives taken by the Company from an Environmental, Social and Governance (ESG) perspective is available on the Companys website and can be accessed at https://gandharoil.com/investor- relations/annual-reports/

The Business Responsibility and Sustainability Report (“BRSR”) describing the initiatives taken by the Company from an Environmental, Social and Governance (ESG) perspective forms an integral part of this Annual Report.

Corporate Governance:

Your Company is fully committed to follow good Corporate Governance practices and maintain the highest business standards in conducting business. The Company continues to focus on building trust with shareholders, employees, customers, suppliers

and other stakeholders based on the principles of good corporate governance viz. integrity, equity, consciences transparency, fairness, sound disclosure practices, accountability and commitment to values. Your Company is compliant with the provisions relating to Corporate Governance.

The Report on Corporate Governance, as stipulated under Regulation 34 of the Listing Regulations forms an integral part of this Annual Report. The Report on Corporate Governance also contains certain disclosures required under the Act and the Listing Regulations as amended from time to time.

A Certificate from M/s. Manish Ghia & Associates, the Secretarial Auditors of the Company confirming compliance to the conditions of Corporate Governance as stipulated under Listing Regulations, is annexed to the Report.

Management Discussion and Analysis Report:

As per Regulation 34 of the Listing Regulations, a separate section on the Management Discussion and Analysis Report (the “MDAR”) highlighting the business of your Company forms part of the Annual Report. It inter-alia, provides details about the economy, business performance review of the Companys various businesses and other material developments during the year 2024-2025.

Investor Education and Protection Fund:

For detailed analysis, refer para of ‘Transfer of unclaimed / unpaid amounts / shares to the Investor Education and Protection Fund (IEPF) for details on transfer of unclaimed/unpaid amount/ shares to IEPF in Corporate Governance Report forming part of this Annual Report.

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future:

No significant or material order was passed by any regulator(s) or court(s) or tribunal(s) or any competent Authority(ies) which impact the going concern status and the operations of the Company in future.

Code for Prevention of Insider Trading:

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives and a Code of Fair Disclosure to formulate a framework and policy for disclosure of events and occurrences that could impact price discovery in the market for its securities as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code of Fair Disclosure has been made available on the Companys website at https://qandharoil.com/wp-content/uploads/2025/03/Tradinq- Code-of-Conduct-by-Designated-Person.pdf

Compliance with the Code of Conduct is closely monitored, and violations, if any, are reported to the Audit Committee at regular intervals.

The Company has also maintained Structured Digital Database (SDD) to ensure compliance with the statutory requirements. The Company ensures that the Designated Persons are familiarized about the Code of Conduct and trained on maintaining SDD.

Policy on Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

Your Company always believes in providing a safe and harassment free workplace for every individual working in any office of the Company through various interventions and practices. The Company endeavors to create and provide an environment that is free from any discrimination and harassment including sexual harassment.

Your Company has in place a robust policy on prevention of sexual harassment at workplace. The policy aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of sexual harassment. The Company has zero tolerance approach for sexual harassment at workplace. There is an Internal Complaints Committee (“ICC”) which is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy.

Further, the Company did not receive any complaint of sexual harassment during the financial year 2024-25, details of complaints pertaining to sexual harassment that were filed, disposed of and pending during the financial year are provided in the Report of Corporate Governance.

Conservation of Energy, Technology Absorption and Foreign Exchange Earning & Outgo:

The Company consciously makes all efforts to conserve energy across its operations. In terms of the provisions of Section 134(3) (m) of the Act read with the Companies (Accounts) Rules 2014 as amended from time to time, the report on conservation of energy, technology absorption, foreign exchange earnings and outgo forms part of this report as “Annexure IV”.

Material changes and commitments, if any, affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and the date of the report:

There have been no other material changes and commitments that occurred after the closure of financial year till the date of report, which may affect the financial position of the Company.

Green Initiative:

As a responsible Corporate Citizen, the Company embraces the ‘Green Initiative undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Annual Report and Notices to the Shareholders at their e-mail address registered with the Depository Participant (DPs) and Registrar and Share Transfer Agent.

We would greatly appreciate and encourage more Members to register their email address with their Depository Participant or the RTA / Company, to receive soft copies of the Annual Report and other information disseminated by the Company. Shareholders who have not registered their e-mail addresses so far are requested to do the same. Those holding shares in demat form can register their e-mail address with their concerned DPs.

We invite Shareholders who havent registered their e-mail addresses to join this initiative and support environment sustainability.

Compliance with Secretarial Standards:

The Company has devised proper systems to ensure compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and the Company ensures compliance with all the secretarial standards during the year under review.

The details of application made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (“IBC”) during the year along with its status as at the end of Financial year:

There was no application made or any proceeding pending under IBC during the financial year under review against the Company.

The details of difference between amount of the valuation done at the time of one- time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof:

There was no instance of one-time settlement with any Bank or Financial Institutions during the financial year under review.

Development of human resources:

Your Company promotes an open and transparent working environment to enhance teamwork and build business focus. Your Company gives equal importance to development of human resources (HR). It updates its HR policy in line with the changing HR culture in the industry as a whole. In order to foster excellence and reward those employees who perform well, the Company has performance / production-linked incentive schemes. The Company also takes adequate steps for in-house training of employees and maintaining a safe and healthy environment.

Other disclosures:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these matters during the financial year under review:

i) There was no revision in the financial statements of the Company.

ii) The Company has not issued equity shares with differential voting rights as to dividend, voting or otherwise.

iii) There has been no failure in implementation of any Corporate Action.

iv) There has been no change in the nature of business of your Company

v) The Managing Director and the Joint Managing Director & CEO of the Company does not receive any remuneration or commission from any of its subsidiaries.

vi) No alterations were approved in the Memorandum of Articles (“MOA”) and Articles of Associations (“AOA”) of the Company during the financial year 2024-2025.

GANDHAR OIL REFINERY (INDIA) LIMITED

Cautionary Statement:

Statements in this Report, particularly those which relate to Management Discussion and Analysis as explained in a separate Section in this Report, describing the Companys objectives, projections, estimates and expectations may constitute ‘forward looking statements within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

Acknowledgement:

The Directors convey their appreciation for the admirable performance of the Company, which has been made possible by the sterling efforts of the employees. They have exhibited time and again their deep commitment and passion for results, which has propelled the Company to the vaunted position it enjoys today. Further, your Directors wish to place on record their appreciation for the continuous co-operation, assistance and support extended by all stakeholders, Government Authorities, Financial Institutions, Banks, Customers, Dealers, Suppliers, Consultants, Solicitors and Shareholders of the Company. In this profound journey, the Directors stand committed as ever to steer the Company towards an even more promising future.

For and on behalf of the Board of Directors Gandhar Oil Refinery (India) Limited

ANNUAL REPORT 2024-25

	Mr. Samir Parekh	Mr. Aslesh Parekh
Place: Mumbai	Joint Managing Director	Joint Managing Director
Date: May 22, 2025	DIN: 02225839	DIN: 02225795