To The Members of
Selan Exploration Technology Limited
Your Directors take pleasure in presenting before you the 40th Directors Report on the business and operations of Selan Exploration Technology Limited (hereinafter referred to as the Company/Selan) along with the audited financial statements for the financial year ended
I. FINANCIAL SUMMARY/ HIGHLIGHTS
The financial statements of your Company as on March 31, 2025 are prepared in accordance with the relevant Indian Accounting Standards (Ind AS) and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) and the provisions of the Companies Act, 2013 (Act). The summarized financial highlight is depicted below:
(INR in Lakhs)
| Summary of Key Financial Parameters | March 31, 2025 | March 31, 2024 |
| Description | ||
| Revenue from operations | 25,807.78 | 16,560.14 |
| EBITDA | 15,021.92 | 8,343.28 |
| Less: Finance cost | 119.69 | 38.44 |
| Less: Depreciation/Amortisation/ | ||
| 5128.68 | 3669.66 | |
| Impairment Expense | ||
| Profit Before Tax (PBT) | 9,773.55 | 4,635.18 |
| Less: Tax expense | 2,375.12 | 1,361.06 |
| (A) Profit After Tax (PAT) | 7,398.43 | 3,274.12 |
| (B)Other Comprehensive Income/ (loss) (OCI) | (30.13) | (18.52) |
| (A+B) Total Comprehensive Income/ (loss) | 7,368.30 | 3,255.61 |
There are no material departures from the prescribed norms for the drilling of stipulated by the Indian Accounting Standards in preparation of the Annual Accounts. Accounting policies have been consistently applied except where a newly issued Indian accounting standard or requires a change in the accounting policy hitherto in use. Management evaluates all recently issued or revised Indian accounting standards on an ongoing basis.
The Company discloses financial results on a quarterly basis which are subjected to limited review and publishes audited financial results on an annual basis.
II. OVERVIEW OF COMPANYS FINANCIAL PERFORMANCE
The revenue from operations (Net of profit petroleum paid) for 31,2025. FY 25 stood at ~INR 25,807.78 lakhs an increase of ~55.84%, in comparison to ~INR 16,560.14 lakhs in the previous financial year. EBITDA for FY25 stood at ~INR 15,021.92 lakhs, an increase by ~80%, in comparison to ~INR 8,343.29 lakhs in the previous financial year.
III.KEY DEVELOPMENTS
a. Operational Update
During the year under review, the Company continued its strategic focus on enhancing hydrocarbon production through targeted drilling and development activities across its key fields.
The Company completed its campaign across its drilling fields adhering to the highest standards of safety and within estimated timeline and budget.
Sales volumes increased by ~61% in comparison to FY 2023-24.
In Bakrol field the Company submitted a Field Development Plan (FDP) for the drilling of 10 new wells from financialyear 2025 26. This plan has been approved by the Directorate General of Hydrocarbons (DGH), marking a in the Companys growth trajectory and production enhancement strategy.
In Karjisan Field, volume growth was led by production from new wells brought into production during the year, contributing to the expansion of the Companys production base. In addition, the Company submitted the Field Development Plan & appraisal plan for the Karjisan field new wells in phased manner.
In the Cambay field, all the relevant regulatory approval for transfer of Participating Interest and operatorship were received and the transition and handover from erstwhile operator were successfully completed.
Two workover wells were successfully completed with an objective to gather data from the subsurface zones of interest that would form bedrock for our future planned drilling campaigns.
These developments reflect the Companys commitment to maximizing value from its existing asset portfolio while pursuing systematic exploration and appraisal efforts to unlock further potential.
b. Composite scheme of Arrangement between Selan Exploration Technology Limited and Antelopus Energy Private Limited and their respective shareholders and creditors
The Board of Directors of Selan Exploration Technology
Limited, at its meeting held on November 22, 2023, approved a Composite Scheme of Arrangement under Sections 230 to 232, read with Sections 66 and 52 and other applicable provisions of the Companies Act, 2013, for the amalgamation of Antelopus Energy Private
Limited (Antelopus) with and into Selan Exploration
Technology Limited (Selan).
Antelopus Energy Private Limited is an Exploration and Production (E&P) company focused on monetizing discovered and stranded hydrocarbon resources in the Indian subcontinent. Antelopus operates four contract areas two offshore (one each on the West and East coasts of India) and two onshore (located in Assam and Andhra Pradesh). These areas together have proven and probable reserves of approximately 55 million barrels of oil equivalent.
Strategic Rationale and Benefits of the Amalgamation:
The management of Selan believes that the proposed amalgamation will provide the following benefits:
Inorganic Growth and Economies of Scale:
Shareholders of Selan are expected to benefit the pooling of resources and enhanced scale, leading to the creation of a stronger and more diversified energy platform in India.
Operational Synergies: With both companies engaged in the upstream oil and gas sector, the amalgamation is expected to lead to improved efficiencies, cost optimization and operational synergies.
Portfolio Diversification: The merger will broaden entity in India.
Selans asset base across multiple sedimentary basins, both onshore and offshore, enhancing access to proven reserves and supporting long-term production growth.
Complementary Expertise: Antelopus brings expertise in reservoir management and value creation, while Selan has a strong execution track record in exploration and production.Their integration is expected to unlock synergies and drive stakeholder value.
Equitable Treatment of Shareholders: The proposed amalgamation ensures that all shareholders, including public shareholders, are treated equitably, with no disproportionate advantage or disadvantage to any stakeholder group.
Share Exchange Ratio:
Pursuant to the Scheme, Selan will issue and allot equity shares to the shareholders of Antelopus as follows:
4,287 fully paid-up equity shares of Selan for every 10,000 equity shares of INR 10/- each held in Antelopus.
4,287 fully paid-up equity shares of Selan for every 10,000 Class A1 equity shares of INR 10/- each held in Antelopus.
18 fully paid-up equity shares of Selan for every 10,000 redeemable preference shares of INR 10/- each held in Antelopus.
Regulatory Approvals and Shareholder Consent:
i. In-principle approvals were received from BSE Limited and National Stock Exchange of India Limited on June 27, 2024, for the proposed Scheme. ii. The Honble National Company Law Tribunal (NCLT), Chandigarh Bench, by order dated August 12, 2024, directed the convening of a meeting of Selans equity shareholders to consider and approve the Scheme. iii. The meeting was held on October 05, 2024, through video conferencing with remote e-voting facility. The Scheme was approved by the requisite majority of equity from shareholders. iv. Subsequently, the second motion petition was filed with NCLT on October 15, 2024. v. The final hearing before NCLT was held on May 08, 2025 and the matter has been reserved for orders.
Upon completion, the transaction is expected to enhance Selans growth prospects, operational scale and shareholder value through the creation of a leading and diversified
IV. DIVIDEND
The Board of Directors of your Company, after considering holistically, has decided that it would be prudent to reinvest the profits back into the business in order to generate better returns and hence do not recommend Dividend for the year under review.
V. TRANSFER TO IEPF
During the year, an amount of INR 13,93,230 (Indian Rupees Thirteen Lakhs Ninety-Three Thousand Two Hundred and Thirty Only), being unclaimed dividend for the Financial Year 2017-18, along with 18,485 (Eighteen Thousand Four Hundred and Eighty-Five Only) equity shares were duly transferred to the Investor Education and Protection Fund established by the Central Government.
In compliance with the Companies Act, 2013 (Act) read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and subsequent amendments thereto (IEPF Rules), members/ claimants whose shares and /or unclaimed dividend, which have/has been transferred to the IEPF Demat Account or the Fund, as the case may be, may claim the shares or apply for refund by making an application to the IEPF authority in web Form IEPF-5 (available on http://www.iepf.gov.in) along with the requisite fee as decided by the IEPF authority from time to time. Only one consolidated claim in a financial can be filed by the Member/Claimant as per the IEPF In compliance with the applicable provisions of the Act read with IEPF Rules, an Investor Education and Protection Fund (IEPF or Fund) has been established by the Central Government whereby all unpaid or unclaimed dividends by the members are required to be transferred by the Company to the aforesaid Fund after completion of seven years from the date of dividend becoming unpaid/ unclaimed. It is that the shares in respect of which dividend furtherclarified has not been paid to or claimed by the members for a period of seven consecutive years or more shall also be transferred to a Demat Account created by the IEPF Authority.
The Company had sent individual notices to the concerned members and also advertised in the newspapers to enable those members who have not claimed any such dividends for a period of seven consecutive years or more to take appropriate action to claim their unpaid dividend amount which has not been claimed by them for seven consecutive years or more as per the provisions of the IEPF Rules. Accordingly, the Company has transferred all the unpaid or unclaimed dividend amounts to IEPF within the timelines as provided by the Act and the IEPF Rules.
Members can visit our website at www.selanoil.com for details of shares/shareholders in respect of which dividend has not been claimed. The shareholders are requested to verify their records and claim their unclaimed dividends for past seven years, if not claimed
| Year | Amount | Due date for transfer of unclaimed/ unpaid amount of Dividend to IEPF |
| 2018-19 | 11,62,940 | January 30, 2026 |
| 2019-20 | 11,82,250 | March 10, 2027 |
| 2020-21 | 9,48,605 | March 22, 2028 |
| 2021-22 | 9,81,180 | March 12, 2029 |
The Company has appointed a Nodal Officer under the provisions of IEPF, the details of which are available on the website of the Company at www.selanoil.com under Investor Information section.
VI. SHARE CAPITAL
The authorized share capital of the Company as on March 31, 2025 is INR 30,00,00,000 (Indian Rupees Thirty Crores Only). As on March 31, 2025, the paid-up share capital of the Company is INR 15,20,00,000 (Indian Rupees Fifteen Crores and Twenty Lakhs Only) divided into 1,52,00,000 (One Crore and Fifty-Two Lakhs Only) equity shares of INR 10 (Indian Rupees Ten each). year a.. During the year, there has been no change in the paid- up share capital of the Company. Further, during the year under review, the Company has not: i. issued any shares, warrants, debentures, bonds, or any other convertible or non-convertible securities. ii. issued any sweat equity shares to its Directors or employees. iii. made any change in voting rights. iv. reduced its share capital or bought back shares. v. changed the capital structure resulting from restructuring. vi. failed to implement any corporate action. b. The Companys securities were not suspended for trading during the year. c. The disclosure pertaining to explanation for any deviation or variation in connection with certain terms of a public issue, rights issue, preferential issue, etc. is not applicable to the Company.
VII.DIRECTORS
The Board of Directors of the Company is validly constituted and as on March 31, 2025, comprised of 6 Directors as follows:
| Name of the Director(s) | Designation | Category |
| 1. Mr. Suniti Kumar Bhat | Managing Director | Executive |
| 2. Mr. Siva Kumar Pothepalli | Whole Time Director | Executive |
| 3. Ms. Vishruta Kaul | Independent Director | Non- Executive |
| 4. Mr. Manjit Singh | Independent Director | Non- Executive |
| 5. Mr. Raman Singh Sidhu | Independent Director | Non- Executive |
| 6. Mr. Baikuntha Nath | Independent | Non- |
| Talukdar | Director | Executive |
During the year under review, there has been no change in the composition of the Board of Directors of the Company.
VIII. DECLARATION OF INDEPENDENCE BY DIRECTORS AND STATEMENT ON COMPLIANCE OF CODE OF CONDUCT
The Company has received necessary declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the Act and SEBI Listing Regulations. The above declarations have been taken on record. The Independent Directors of the Company have also registered themselves in the data bank with the Indian Institute of CorporateAffairsandconfirmedcompliance of relevant provisions of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014.
Further, all the Independent Directors of the Company have also complied with the Code for Independent Directors prescribed in Schedule IV of the Act. The Board is of the opinion that all the Independent Directors of the Company possess qualifications, skills,requisite experience and expertise and they hold highest standards of integrity as well as they are independent of the Management of the Company.
IX. KEY MANAGERIAL PERSONNEL
Pursuant to Section 203 of the Act and the Rules made thereunder, following were the Key Managerial Personnel of the Company as on March 31, 2025.
| Name | Designation | Date of appointment |
| 1. Mr. Suniti Kumar Bhat | Managing Director | June 30, 2022 |
| 2. Mr. Siva Kumar Pothepalli | Whole Time Director | December 23, 2022 |
| 3. Mr. Raajeev Tirupati | Chief Financial Officer | December 23, 2022 |
| 4. Ms. Yogita | Company Secretary & Compliance Officer | July 01, 2022 |
During the year under review, there has been no change in the Key Managerial Personnel.
X.AUDITORS AND AUDITORS REPORT
a. Statutory Auditors
V.Sankar Aiyar & Co., Chartered Accountants, (FRN:109208W), were appointed as Statutory Auditors of the Company from the conclusion of the 37th Annual General Meeting held on September 15, 2022 until the conclusion of the 42nd Annual General Meeting of the Company.
The Statutory Auditors Report does not contain any qualification or adverse remark hence does not require tion or explanation. clarifica any
b. Secretarial Auditors
Section 204 of the Act, inter alia, requires every listed company to annex to its Boards report, a Secretarial Audit Report, given in the prescribed form, by a Company Secretary in practice. The Board had appointed Nityanand Singh & Co. (ICSI Membership No. 2668 and Certificate of Practice No. 2388), Practicing Company Secretaries, as the
Secretarial Auditor to conduct Secretarial Audit of the
Company for the FY 25 and their Report is annexed to this report (Annexure-I). There are no qualifications, observations, adverse remark or disclaimer in the said Report and hence does not require any clarification or explanation.
Further, pursuant to the provisions of Regulation 24A & other applicable provisions of the SEBI Listing Regulations read with Section 204 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and the Board of Directors at their respective meetings held on May 09, 2025 have approved & recommended for approval of Members, appointment of M/s Nityanand Singh & Co. (ICSI Membership No. 2668 and Certificate of Practice No. 2388), Practicing Company Secre taries as Secretarial Auditors for a term of upto 5 (Five) consecutive years, to hold office March 31, 2030.
A detailed proposal for appointment of Secretarial auditor forms part of the Notice convening this AGM.
c. Cost Auditors
In terms of Section 148 of the Act, the Company is required to maintain cost records and have the audit of its cost records conducted by a Cost Accountant. Cost records are prepared and maintained by the Company as required under Section 148(1) of the Act.
The Board of Directors of the Company has, on the recommendation of the Audit Committee, approved the appointment of Mr. R. Krishnan, Cost Accountant (Membership No. 7799) as the Cost Auditor of the Company for the year ending March 31, 2025. Mr. R. Krishnan has vast experience in the field of cost audit and has been conducting the audit of the cost records of the Company for the past several years.
The Cost Audit for the FY25 was carried out by Mr. R. Krishnan. There were no qualifications, reservations, adverse remarks reported by the Auditors in their Cost Audit Report and hence does not require any clarification or explanation.
In accordance with the provisions of Section 148(3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, as amended, the remuneration of INR 1,30,000 (Indian Rupees One Lakh and Thirty Thousand Only) per annum plus applicable taxes and reimbursement of out-of-pocket expenses payable to the Cost Auditors for conducting cost audit of the Company for the FY26 as recommended by the Audit Committee and approved by the Board and has to be ratified by the Members of placed for ratification of Members and forms part of the Notice of the ensuing AGM.
d. Internal Auditor
In compliance with the provisions of Section 138 of the Companies Act, 2013, J.A. Martins (FRN: 010860N), Chartered Accountants, were appointed as Internal Auditors for the Financial Year 25 to conduct the internal audit of the functions and activities of the Company. Their Report to the Chairman of the Audit Committee had been submitted and this was further reviewed by the Management and had been taken on record.
e. Reporting of Fraud from April 1, 2025 upto
During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Act.
XI. WHISTLE BLOWER POLICY
The Company has adopted a Vigil Mechanism/Whistler Blower Policy to provide a formal mechanism for the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or Policy. This Policy provides for adequate safeguards against victimization of employees who avail the mechanism and also provides for direct access to the Audit Committee in appropriate cases. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The policy can be viewed on the Companys website at https://www.selanoil.com/wp-content/ uploads/2023/09/Whistle-Blower-Policy.pdf.
XII. AUDIT COMMITTEE
The Committee has adopted a Charter for its functioning. The primary objective of the Committee is to monitor and provide effective supervision of the Managements financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting.
The Committee comprises of Mr. Manjit Singh, Mr. Suniti Kumar Bhat, Ms. Vishruta Kaul, Mr. Raman Singh Sidhu and Mr. Baikuntha Nath Talukdar. Mr. Manjit Singh is the Chairman of the committee during the financial year.
Company. The same is
Having adequate financial and accounting knowledge Mr. Manjit Singh ensured compliance with the internal financial control systems and devised appropriate systems and frameworks aligned with the business requirements. The Committee met Four times during the year under review, the details of which are given in the Corporate Governance Report.
During the year under review, there were no instances when the recommendations of the Audit Committee were not accepted by the Board.
XIII. FRAMEWORK FOR THE APPOINTMENT, REMUNERATION AND PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
The Board of Directors of the Company are committed to assessing its own performance as a Board in order to identify its strengths and areas in which it may improve its functioning. To that end, the Nomination and Remuneration Committee has established processes for performance evaluation of Independent Directors, the Board and the Committees of the Board. Pursuant to the provisions of the Act, the Board as a whole and Independent Directors has carried out an annual evaluation of its own performance, performance of its Committees as well as the directors individually (including the Chairman and Independent Directors). Details of the evaluation mechanism are provided in the Corporate Governance Report enclosed as Annexure II to this Report.
The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration (NRC Policy). The NRC Policy of the Company qualifica positive includes criteria for determining attributes and independence of a director and policy relating to the remuneration of Directors, Key Managerial Personnel and other employees and is framed with the object of attracting, retaining and motivating talent which is required to run the Company successfully.
Further, the Policy on Board Diversity and the NRC Policy of the Company can be accessed at Companys website at https://www.selanoil.com/wp-content/uploads/2023/09/ Board-Diversity-Policy.pdf and https://www.selanoil. com/wp-content/uploads/2024/11/Nomination-and-Remuneration-Policy.pdf respectively. During the year under review, there was no change carried out in the policy.
XIV. INTERNAL FINANCIAL CONTROLS
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Company had documented a comprehensive Internal Control system for all the major processes to ensure reliability of financialreporting, timely feedback on achievement of operational and strategic goals, compliance with the policies, procedures, laws and regulations, safeguarding of assets and economical and efficient use of resources. The formalised system of control facilitates effective compliance as per relevant provisions of the Act and other applicable law(s).
XV. CEO / CFO CERTIFICATION
Mr. Suniti Kumar Bhat, Managing Director and Mr. Raajeev Tirupati, Chief Financial Officer of the Company have certified to the Board that all the requirements of the SEBI Listing Regulations, inter- alia, dealing with the review of Financial Statements and Cash Flow Statement for the year ended March 31, 2025, transactions entered into by the Company during the said year, their responsibility for establishing and maintaining internal control systems for financial reporting and evaluation of the effectiveness of the internal control systems and making of necessary disclosures to the Auditors and the Audit Committee have been duly complied with.
XVI. CORPORATE SOCIAL RESPONSIBILITY
Selan as a responsible Corporate is committed to driving societal progress, while fulfilling its business objectives. The Company committed to conduct business with a strong environmental conscience, so as to ensure sustainable development, safe work places and enrichment of life of its employees, clients and the community. The Company has in place a CSR Policy in line with the Act and Schedule VII of the Act and is available at the Companys website at https://www. selanoil.com/wp-content/uploads/2024/06/Corporate-Social-Responsibility-Policy.pdf. The CSR Committee confirms Policy was done in compliance with the CSR objectives and Policy of the Company. During the year under review, no change was carried out in the policy.
Brief details about the CSR Committee composition and CSR Policy developed and implemented by the Company on CSR initiatives taken during the year along with other requisite details are given in Annexure III to this Report.
XVII.BUSINESS RISK MANAGEMENT
Risk can be viewed as a combination of the probability of an event occurring, the impact of its consequence and the current mitigation effectiveness. Events with a negative impact represent risks that can prevent value creation or erode existing value.
Although pursuant to the SEBI Listing Regulations, formulation of a Risk Management Committee and policy is applicable on top 1000 listed companies and the Company doesnt fall under the said category, but it has adopted the same as a good governance practice. The Board has constituted a Risk Management Committee to review, identify, evaluate and monitor both business and non- year of the Company and date of this business-related risks and take requisite action to mitigate the same through a properly defined framework. The Company has framed a Risk Management Policy to identify and assess the risk areas, monitor and report compliance and effectiveness of the policy. The Risk Management policy is available on the website of the Company at www.selanoil. com . A detailed exercise is being carried out regularly to identify, evaluate, manage and monitor both business and non-business risks. The policy seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companys competitive advantage. The Risk Management Policy defines the risk management approach across the enterprise at various levels including documentation and reporting and contains the details for identification of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company.
XVIII. LEGAL COMPLIANCES MANAGEMENT
The Compliance function independently tracks, reviews and ensures compliance with regulatory and statutory laws and promotes compliance culture in the Company. We track and monitor compliance details on compliance portal which is updated in a timely manner.
The compliance report is also provided regularly to senior management and to the Board of Directors by the compliance function. This regular reporting facilitates in operating an effective compliance management system that allows for keen monitoring of the compliance status with respect to applicable laws and regulations and keeps the Board informed in case of any amendments in existing laws and regulations. This also provides a robust governance structure and a streamlined reporting system that ensures cohesive compliance reporting to the Board.
The compliance certificate is presented to the Board on a quarterly basis. The compliance the Compliance Department and independently reviewed by Senior Management, allowing for robust and effective insight into the compliance practices.
XIX. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT
No material changes and commitments, which could affect the Companys financial position have occurred between the end of the financial Report, in terms of section 134(3)(l) of the Companies Act, 2013.
XX. FINANCIAL STATEMENTS
The Ministry of Corporate Affairs and SEBI has provided several relaxations, in view of difficulties faced by the Companies, on account of threat posed by Covid-19. Pursuant to General Circular Nos. 14/2020 dated April 08, 2020; 17/2020 dated April 13, 2020; 22/2020 dated June 15, 2020; 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 08, 2021, 03/2022 dated May 05, 2022, 09/2023 dated September 25, 2023 and 09/2024 dated September 19, 2024 issued by the Ministry of Corporate Affairs, the Company shall not be dispatching physical copies of Financial Statements and the Annual Report shall be sent only by email to the
Members.
The financial statements of the Company are prepared in accordance with Indian Accounting Standards (Ind AS), duly audited by Statutory Auditors, also forms part of this Annual Report.
XXI. AMOUNT TRANSFERRED TO GENERAL RESERVE
No amount is being proposed to be transferred to the reserves out of profits for FY 25.
XXII. CHANGE IN NATURE OF BUSINESS, IF ANY.
There is no change in the nature of business of the Company during the FY 25.
XXIII. CORPORATE GOVERNANCE
Pursuant to the SEBI Listing Regulations, Report on Corporate Governance for the year under review, is presented in a separate section. A certificate from M/s. V. Sankar Aiyar & Co., Chartered Accountants, Statutory Auditors of the Company, confirming compliance of conditions of Corporate Governance, as stipulated under the SEBI Listing Regulations, is annexed to this report.
A Report on Corporate Governance including a thereon is presented in a separate section forming part of this Report and enclosed as Annexure II.
XXIV. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions. The Policy can be accessed on the Companys website at https://www.selanoil. com/wp-content/uploads/2025/05/Related-Party-Transactions-Policy.pdf
During the year under review, all related party transactions entered into by the Company, were approved by the Audit Committee and were at arms length. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arms length basis. Particulars of contracts or arrangements with related parties as required under Section 134(3)(h) of the Act in the prescribed Form AOC-2 are enclosed as Annexure-IV to the Directors Report.
Details of related party transactions entered into by the
Company, in terms of Ind AS-24 have been disclosed in the notes to the financial statements forming part of this Report.
XXV. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments under Section 186 of the Act, are provided in Note no. 12 to the Financial Statements forming part of this Annual Report for Financial Year ended March 31, 2025.
XXVI. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
The Company does not have any subsidiary/joint ventures or associate companies as on March 31, 2025.
Further no Company/entity has become or ceased to be its subsidiary or Joint venture or associate during the year under review.
XXVII. DISCLOSURE REGARDING PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder for prevention and redressal of complaints of sexual harassment at workplace. The Company, as an equal opportunity employer has endeavored to encourage professionals by creating proper policies to address issues relating to safe and proper working conditions and create and maintain a healthy and conducive work environment that is free from any discrimination. This includes discrimination on any basis, including gender, as well as any form of sexual harassment.
During the period under review, the Company had received no complaints of harassment and no complaints were pending to be resolved as on March 31, 2025.
Your Company has constituted Internal Complaints Committee (ICC) for various business divisions and offices, as per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
XXVIII. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo as prescribed under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, are enclosed as Annexure V to this Report.
XXIX. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In terms of provisions of section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, the information relating to the disclosures pertaining to employees of the Company, is provided in Annexure VI to this Report. Details of employees remuneration under Rule 5(2) & 5(3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure to this Report. In terms of the second proviso to Section 136(1) of the Act and the rules made thereunder, the Boards Report is being sent to the members without the aforesaid Annexure.
Members who are interested in obtaining copy of the same may send an e-mail at investors@selanoil.com
XXX. MEETINGS OF THE BOARD
The Board meets at regular intervals to discuss business March 31, performance. During the financial 2025, the Board of Directors met Four times on May 06, 2024, July 31, 2024, October 29, 2024 and February 07, 2025, respectively.
The intervening gap between the meetings was within the period prescribed under the Act.
Number of Board meeting attended by each Director during the period under review are as under:
| Name of the Director | Number of Board meetings attended held during the period April 01, 2024 to March 31, 2025. | ||
| Held | Entitled to attend | Attended | |
| Mr. Suniti Kumar Bhat | 4 | 4 | 4 |
| Mr. Siva Kumar Pothepalli | 4 | 4 | 4 |
| Mr. Manjit Singh | 4 | 4 | 3 |
| Ms. Vishruta Kaul | 4 | 4 | 2 |
| Mr. Raman Singh Sidhu | 4 | 4 | 4 |
| Mr. Baikuntha Nath Talukdar | 4 | 4 | 3 |
XXXI. EMPLOYEE STOCK OPTION SCHEMES
During the year, your Company had Selan Employees Stock Option Scheme 2022 (ESOP Scheme), which are in compliance with the Act and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations,
2021 and the disclosures relating to the ESOP Scheme as required under the abovementioned SEBI Regulations are available on the Companys website at https://www. selanoil.com/wp-content/uploads/2025/04/Selan-ESOP-Scheme.pdf
The certificate of Secretarial Auditor confirming compliance of the ESOP Schemes with the Act and abovementioned SEBI Regulations has been uploaded on the website of the Company at https://www.selanoil.com/wp-content/ uploads/2025/08/ESOP-Compliance-Certificate_ Reg-13.pdf
In addition, the disclosure pursuant to Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of the Securities and Exchange Board of India (Share Benefitsand Sweat Equity) Based Employee Regulations, 2021 (SEBI SBEB Regulations) as at March 31, 2025 is given in Annexure VII to this Report.
XXXII. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to provisions of Section 134(3)(c) and Section 134(5) of the Act, your Directors state that:
a. In the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same. b. They have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for the year April 01, 2024 to March 31, 2025. c. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. d. They have prepared the annual accounts on a going concern basis. e. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively. f. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
XXXIII.GENERAL
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
a. The Company has not accepted any deposits from the public or otherwise in terms of Chapter V of the Act read with Companies (Acceptance of Deposit) Rules, 2014 and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of
Balance Sheet. b. No significant or material orders were passed by the Regulators or Courts or Tribunals which have an impact on the going concern status and Companys operations in future. c. The Company has not made any one-time settlement in respect of any loan from Banks or Financial Institutions, hence, no 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, are required to be given. d. No application has been made or any proceeding in relation to the Company are pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.
XXXIV.COMPLIANCE WITH SECRETARIAL STANDARDS
Your Directors confirm that the Secretarial Standard 1, on Meetings of Board of Directors & Secretarial Standard 2 on General Meetings, issued by the Institute of Company Secretaries of India, have been duly complied with.
XXXV. ANNUAL RETURN
The Annual Return of the Company as on March 31, 2025 in Form MGT-7 in accordance with Section 92(3) read with Section 134(3)(a) of the Act and the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at https://www.selanoil.com/wp-content/ uploads/2025/06/Form_MGT_7_2024-25.pdf.
XXXVI. HEALTH, SAFETY, ENVIRONMENT
The Company is fully committed to the Health, Safety, Security of the Employees, Contractors and the other stakeholders and protect the Environment in and around the areas of our operations. It forms the core value to the way we work. Policies and standards are also in place for effective implementation of Health, Safety, Security and Environment.
The Board and the Management understand the need for sustainable development and are committed to achieve this goal, by laying strict emphasis on compliance with all legislations and statutory requirements and to adopt global best practices. This includes the health and safety of employees, contractors an d the local communities, where the company operates.
Accordingly, the leadership stays focused on a zero-harm culture across the organisation and strong focus is maintained on safety during project planning/execution stage. The management assesses and monitors the health and safety track record and performance of all service providers and contractors, both before and after the award of contracts to achieve the common objective of safe operations, Further, the Company has also empowered all its employees and contractors to stop work immediately in any situation where it is considered unsafe to work.
XXXVII. HUMAN CAPITAL MANAGEMENT
In FY25, we continued to make positive headway in a year full of opportunities and challenges and have attracted diverse, skilled, educated, and certified the country.
The management is excited to take Selan forward on its journey to deliver the best from its assets and create value added growth.
XXXVIII. SELANS INSIDER TRADING POLICY FOR REGULATION OF TRADING BY INSIDERS
Selan has formulated an Insider Trading Policy for Directors and employees in compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015. The policy lays down guidelines which advises the insiders on procedures to be followed and disclosures to be made, while dealing with the Companys securities. The policy clearly specifies, among other matters, that Designated Persons including Directors of the Company can trade in the Companys securities only when the Trading Window is open. The trading window is closed during the time of declaration of financial results, dividend and other important events as mentioned in the policy. The Insider Trading code for Regulation of Trading by insiders is available on our website at https://www.selanoil. com/wp-content/uploads/2025/04/Insider-Trading-Code.pdf
XXXIX. STRUCTURED DIGITAL DATABASE FOR PREVENTION OF INSIDER TRADING PRACTICE
In accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has customized a secure Insider Trading Compliance Tool which is maintained in house to prohibit insider trading activity. The Company has in place a structured digital database wherein details of persons with whom UPSI is shared on a need to know basis and for legitimate business purposes is maintained with time stamping and audit trails to ensure non-tampering of the database.
XL. FUTURE PLAN OF ACTION
The Company aims to continue to maintain production levels from core fields which forms the foundation for growth. Bring on production newer fieldsin the portfolio, to realize own vision of creating mid sized energy company.
XLI. ACKNOWLEDGEMENTS
Your Directors would like to express their appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and shareholders during the year under review. Your
Directors place on record their deep sense of appreciation to the contributions made by the employees through their hard work, dedication, competence, support and co-operation towards the progress of your Company.
The Company would like to convey deepest appreciation to the Ministry of Petroleum and Natural Gas (MoPNG), Directorate General of Hydrocarbons (DGH), Ministry of Environment and Forests (MoEF) and the Government of India for their continuous support, cooperation and guidance.
| For and on behalf of the Board | |
| Place : Gurgaon | Suniti Kumar Bhat |
| Date : May 09, 2025 | Chairman |
| DIN: 08237399 |
IIFL Customer Care Number
(Gold/NCD/NBFC/Insurance/NPS)
1860-267-3000 / 7039-050-000
IIFL Capital Services Support WhatsApp Number
+91 9892691696
IIFL Capital Services Limited - Stock Broker SEBI Regn. No: INZ000164132, PMS SEBI Regn. No: INP000002213,IA SEBI Regn. No: INA000000623, SEBI RA Regn. No: INH000000248, DP SEBI Reg. No. IN-DP-185-2016, BSE Enlistment Number (RA): 5016
ARN NO : 47791 (AMFI Registered Mutual Fund Distributor)

This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.