Directors Report of Gandhar Oil Refinery (India) Ltd.

Mar 31, 2025

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:

	Standalone		Consolidated
	Financial	Financial	Financial	Financial
Particulars	Year ended	Yearended	Year ended	Year ended
	31st March	31st March	31st March	31st March
	2025	2024	2025	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
Less: Finance Cost	(331.16)	(380.95)	(483.93)	(581.85)
Less: 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 Company’s 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 Company''s 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 Company''s 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 (J In Crore)	Amount utilized as on March 31, 2025 (? 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 H 27.653 Crs to H 43.088 Crs is on account of upward revision in net proceeds by H 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
employee''s 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 Company''s 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 arm''s-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 arm''s 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 arm''s 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 Company''s 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 Company''s 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 Company''s
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 Director’s 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 Company''s
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 Company''s 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 Company''s
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 Company''s
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 Company''s website at https://gandharoil.com/investor-
relations/company-policies/

Auditors & Auditor’s Reports

• Internal Auditors:

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

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.

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”.

Sl. No.	The Secretarial Auditor in Secretarial Audit Report (the “SAR”) has made following observations for the financial 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.

• 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 Board''s 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 Company''s 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 non¬
business 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.

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 Company''s
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 Company''s 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 company’s 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 Company''s 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 haven''t 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.

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 Company''s 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

Mr. Samir Parekh Mr. Aslesh Parekh

Place: Mumbai Joint Managing Director Joint Managing Director

Date: May 22, 2025 DIN: 02225839 DIN: 02225795

---

Mar 31, 2024

The Board of Directors hereby submits the 32^nd Annual Report of Gandhar Oil Refinery (India) Limited (“The Company”) first, post IPO -along with the Audited Financial Statements (Standalone & Consolidated) for the financial year ended March 31, 2024. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. FINANCIAL RESULTS:

The summary of the financial results of the Company for the year ended March 31, 2024, are as follows:

(H In Million)

Particulars	Standalone			Consolidated
	Financial Year ended March 31, 2024	Financial Year ended March 31, 2023	% Change	Financial Year ended March 31, 2024	Financial Year ended March 31, 2023	% Change
Total Income	28,589.21	29,462.13	(2.96)	41,231.04	41,030.25	0.49
Profit before Finance Costs, Depreciation/ Amortisation and Tax	2,171.36	2,777.57	(21.83)	2,886.17	3,401.53	(15.15)
Less: Finance Cost	(380.95)	(377.63)	0.88	(581.85)	(515.09)	12.96
Less: Depreciation and Amortisation Expense	(154.21)	(126.96)	21.46	(201.28)	(167.87)	19.90
Profit before share of Profit/(loss) of a joint venture and tax	1,636.20	2,272.98	(28.02)	2,103.04	2,718.57	(22.64)
Share of Profit/(Loss) of a Joint Venture	-	-	-	-	-	-
Profit before tax	1,636.20	2,272.98	(28.02)	2,103.04	2,718.57	(22.64)
Tax expenses	(449.10)	(577.71)	(22.26)	(449.88)	(579.28)	(22.34)
Profit after taxation	1,187.10	1,695.27	(29.98)	1,653.16	2,139.29	(22.72)

The Financial Statements of the Company for the year ended March 31, 2024 have been prepared in accordance with the Indian Accounting Standards (IND AS) prescribed under Section 133 of the Companies Act, 2013 (“the Act”) read with relevant rules issued thereunder and other accounting principles generally accepted in India.

The operating and financial performance of your Company has been covered in the Management Discussion and Analysis Report which forms part of the Annual Report.

2. OPERATING RESULTS & BUSINESS PERFORMANCE:

Performance Overview of Gandhar Oil:

i. Consolidated Financials:

Revenue from Operations for the financial year 2023-24 was H41132.14 million, as compared to H40790.34 million for financial year 2022-23.

The Other Income for the financial year 2023-24 was H98.90 million as compared to H239.91 million in the previous year. Resultantly Total Income for the financial year 2023-24 was H41231.04 million, as compared to H41030.25 million for financial year 2022-23.

Earnings before interest, tax, depreciation and amortization for the financial year 2023-24 was H2886.17 million, as compared to H3401.53 million for financial year 2022-23.

Profit Before Tax for the financial year 2023-24 was H2103.04 million, as compared to H2718.57 million for financial year 2022-23.

ii. Standalone Financials:

Revenue from Operations for the financial year 2023-24 was H28417.38 million, as compared to H29207.21 million for financial year 2022-23.

The Other Income for the financial year 2023-24 was H171.83 million as compared to H254.92 million in the previous year. Resultantly Total Income for the financial year 2023-24 was H28589.21 million, as compared to H29462.13 million for financial year 2022-23.

Earnings before interest, tax, depreciation and amortization for the financial year 2023-24 was H217136 million, as compared to H2777.57 million for financial year 2022-23.

Profit Before Tax for the financial year 2023-24 was H1636.20 million, as compared to H2272.98 million for financial year 2022-23.

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

The Company does not have any Holding or Associate Company.

Your Company has the following subsidiaries and Joint Venture Company as at March 31, 2024:

i. Gandhar Shipping and Logistics Pvt. Ltd. (GSLPL) -Wholly Owned Subsidiary of the Company.

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

iii. Texol Oils FZC, Sharjah - Joint Venture Company

iv. Gandhar Foundation - Section 8 Company

Material Subsidiaries

As on March 31, 2024, 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 Company’s 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:

Gandhar Shipping and Logistics Private Limited:

During the year under review the Gross revenue of the Company was H6.25 Million compared to total revenue of H6.06 Million in the previous year. Profit after Tax stood at H2.29 Million compared to the Loss after Tax of H1.31 Million in the Previous Year.

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 H34.59 Million.

Overseas Subsidiaries/Joint Ventures:

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 speciality 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 Gross revenue of the Company was H12,788.62 Million compared to Gross revenue of H11,832.57 Million in the previous year. The Company has earned profit of H496.89 Million compared to H461.96 Million in the previous year.

In accordance with the Section 129(3) of the Companies Act, 2013 read with Rule 5 of Companies (Accounts of Companies) Rules, 2014, the Company has prepared consolidated financial statements of the Company and all its subsidiary companies which forms part of the Annual Report. A statement containing the salient features of the financial statement of the subsidiaries of the Company in the prescribed format 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.

The said Form also highlights the financial performance of each of the subsidiary companies included in the Consolidated Financial Statement pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014.

Further, 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, are available on the website of the Company viz. www.gandharoil.com

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.

3. TRANSFER TO RESERVE:

The Board of Directors of your Company has not transferred any amount to the General Reserves for the year ended March 31, 2024.

4. INITIAL PUBLIC OFFERING:

During the year under review, the Company made its Initial Public Offer (''the Offer’) of 29,626,732 Equity Shares of H2/-each aggregating to H5,006.92 million. The issue includes Fresh issue of 17,869,822 equity shares with a face value of H2/- each, amounting to a total of H3,020.00 Millions and Offer for sale of 11,756,910 equity shares with a face value of H2/- each, amounting to a total of H1,986.92 Millions.

The offer had been authorised by a resolution of the Board of Directors on September 27, 2022 and by the Shareholders on November 10, 2022.

The offer was open for public from November 22, 2023 to November 24, 2023. The Company completed its IPO successfully The Board also places on record its appreciation for the support provided by various Authorities, Lead Merchant Bankers, Stock Exchanges, Depositories, Counsels, Consultants, Auditors, Registrar & Transfer Agent and Employees of the Company for making the IPO of the Company a grand success.

5. DIVIDEND:

The Board of your Company after considering the financial results and the performance of the Company during the year under review and in line with its dividend policy, pleased to recommend a dividend of H0.50 (25%) per share on 9,78,69,822 Equity Shares of the face value of H2/- each for the Financial Year 2023-2024. This recommendation is subject to the approval of the shareholders at the ensuing Annual General Meeting (“AGM”) of the Company and will be payable to those Shareholders whose names appear in Register of Members/Beneficiary Position statement as on the Record date.

This dividend amounting to H4,89,34,911 is payable after declaration by Shareholders at the ensuing Annual General Meeting (AGM).

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the shareholders effective 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.

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 Company’s website at https://gandharoil.com/ investor-relations/company-policies-other-documents/

6. BOOK CLOSURE AND RECORD DATE:

The Register of Members and Share Transfer Books of the Company will be closed from August 29, 2024 to September 5, 2024 (both days inclusive) and the Company has fixed August 23, 2024 as the “Record Date” for the purpose of determining the entitlement of Members to receive final dividend for the financial year ended March 31, 2024.

7. SHARE CAPITAL:

During the year under review 2023-24, the Company successfully launched an Initial Public Offer (IPO) of 29,626,732 Equity Shares of H2/- each aggregating to H5,006.92 million. The issue includes Fresh issue of 17,869,822 equity shares with a face value of H2 each, amounting to a total of H3,020.00 Millions and Offer for sale of 11,756,910 equity shares with a face value of H2 each, amounting to a total of H1,986.92 Millions. Thus, the Company has issued and allotted 17,869,822 fresh equity shares having face value of H2/- each.

The authorized share capital of the company as on March 31, 2024 is H300,000,000 divided into 150,000,000 equity shares of face value H2/- each.

The issued, subscribed and paid-up share capital of the Company as on March 31, 2024 is H19,57,39,644 divided into 9,78,69,822 equity shares of H2/- each.

The equity shares were allotted to eligible applicants on November 28, 2023, and the listing and trading of the Company’s shares commenced on November 30, 2023, on BSE Limited and National Stock Exchange of India Limited.

8. CREDIT RATING:

The Company’s 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.

9. CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY:

There was no change in the nature of business during the financial year under review.

10. PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Act, read with Companies (Acceptance of Deposits) Rules, 2014 and hence there were no outstanding deposits and no

amount remaining unclaimed with the Company as on March 31, 2024.

11. ANNUAL RETURN:

The provision to attach extract of the annual return with the Board’s Report in Form No. MGT 9 has been omitted vide MCA Circular dated March 5, 2021 by amending Rule 12 of the Companies (Management and Administration) Rules, 2014, the draft Annual Return as on March 31, 2024 is available on Company’s website www.gandharoil.com

Further, 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.

12. MANAGEMENT DISCUSSION AND ANALYSIS:

As required under Regulation 34 read with Schedule V(B) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), report on Management Discussion and Analysis Report (“MD&A”) is enclosed and forms a part of the Annual Report.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i) Appointments:

The constitution of the Board of Directors of the Company is in accordance with Section 149 of the Act and Regulation 17 the Listing Regulations

The appointment of new Directors is recommended by the Nomination and Remuneration Committee ("NRC’’) on the basis of requisite skills, proficiency, experience and competencies as identified and finalised by the Board considering the industry and sector in which the Company operates. The Board, on the recommendation of the NRC, independently evaluates and if found suitable, confirms an appointment to the Board. The appointments are based on the merits of the candidate and due regard is given to diversity including factors like gender, age, cultural, educational & geographical background, ethnicity, etc.

As at March 31, 2024, Gandhar’s Board consists of 6 (Six) Directors including 3 (Three) Executive Directors and 3 (Three) Independent Directors (including Two Independent Woman Directors). In the opinion of the Board, the Independent Directors appointed are persons of high repute, integrity and possesses the relevant expertise and experience in the respective fields.

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 and same forms part of Corporate Governance Report.

There was no resignation of Directors during the Financial Year.

ii) Re-Appointment:

Mr. Raj Kishore Singh (DIN: 00071024), Independent Director of the company who will be attaining an age of 75 years on September 17, 2028, successfully completed his first tenure of 5 years as Independent Director of the Company on June 27, 2024. Pursuant to the applicable provisions of the Companies act and listing regulation, Articles of Association of the Company, performance evaluation and based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company at their respective meeting held on May 22, 2024 recommended and approved the re-appointment of Mr. Raj Kishore Singh for the second term of 5 (Five) years w.e.f. June 28, 2024 and continuation of his term after attaining the age of 75 years on September 17, 2028, subject to approval of Members at the ensuing AGM. The proposal for re-appointment of Mr. Raj Kishore Singh is being included in the Notice of ensuing 32^nd AGM for approval of the Shareholders.

Terms and conditions for his re-appointment are contained in the Explanatory Statement forming part of the Notice of the ensuing AGM

iii) Directors retiring by rotation:

In accordance with the provisions of Section 152 of the Act, read with Companies (Management and Administration) Rules, 2014 and Articles of Association of the Company, Mr. Ramesh Parekh, (DIN: 01108443) Chairman and Managing Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment. A resolution seeking shareholder’s approval for his re-appointment along with the required details are stated in the Notice of the 32^nd AGM.

iv) Key Managerial Personnel:

As on March 31, 2024 the following are Key Managerial Personnel (“KMPs”) of your Company are as follow:

O Mr. Ramesh Parekh, Chairman and

Managing Director

O Mr. Samir Parekh, Vice Chairman and Joint Managing Director

O Mr. Aslesh Parekh, Joint Managing Director

O Mr. Indrajit Bhattacharyya, Chief Financial

Officer, and

O Mrs. Jayshree Soni, Company Secretary & Compliance Officer

v) Declaration by Independent Directors:

In terms of Section 149, 152 read with Schedule IV and all other applicable provisions of the Act and the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors are appointed for a term of 5 years and are not liable to retire by rotation.

The Company has received declarations from all the Independent Directors of your Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director. The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, skills, experience and expertise and they hold highest standards of integrity and fulfils the conditions specified in the Act and SEBI Listing Regulations.

During the year under review, the non-executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, if any and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board / Committees of the Company.

14. COMMITTEE OF THE BOARD:

As required under the Act and the SEBI Listing Regulations, the Company has constituted various Statutory Committees. As on March 31,2024, the Board has constituted the following committees / sub-committees.

O Audit Committee

O Nomination and Remuneration Committee

O Stakeholders’ Relationship Committee

O Risk Management Committee

O Corporate Social Responsibility Committee

Details of all the committees such as terms of reference, composition, and meetings held during the year under review are disclosed in the Corporate Governance Report, which forms part of this Integrated Annual Report.

The IPO Committee was constituted specifically for the purpose of IPO. Pursuant to the listing of equity shares of the

Company on the Stock Exchanges, the IPO related matters had concluded and therefore the IPO Committee was dissolved w.e.f. December 15, 2023.

15. MEETINGS OF THE BOARD:

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 2023-24, The Board of Directors met 9 (Nine) times. Some of the meetings were held through Video Conferencing as permitted by Ministry of Corporate Affairs (MCA). The intervening gap between two consecutive meetings was within the maximum period mentioned under Section 173 of the Act except the relaxation given by MCA to hold such meetings and Secretarial Standard on Board Meetings (SS-1) issued by the Institute of Company Secretaries of India (“ICSI”). The details of committee meetings, with regard to their dates and attendance of each of the Directors thereat, have been set out in the Report on Corporate Governance.

Name of Director No. of Board No. of Board meetings Meeting entitled to attended attend
Ramesh Babulal Parekh	9	9
Samir Parekh	9	8
Aslesh Ramesh Parekh	9	8
Raj Kishore Singh	9	9
Amrita Nautiyal	9	9
Deena Mehta	9	9

16. INDEPENDENT DIRECTORS’ MEETING

The Independent Directors met on March 21, 2024, 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.

17. ANNUAL EVALUATION OF PERFORMANCE OF BOARD:

Pursuant to the provisions of the Companies Act, 2013, a formal annual evaluation needs to be made by the Board of its own performance and that of its Committees and Individual Director. Schedule IV to the Companies Act, 2013 and regulation 17 (10) of SEBI LODR, 2015 states that the performance evaluation of the Independent Directors shall be

done by the entire Board of Directors, excluding the Director being evaluated. 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 its Audit Committee, Nomination & Remuneration Committee and Stakeholders’ Relationship Committee of the Company for the financial year 2023-24. 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 FY 2023-24 and expressed their satisfaction with the evaluation process.

18. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Independent Directors (''IDs’) inducted to the Board are provided orientation on the Company’s 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 Company’s 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, safety, health, environment are available on the website of the Company.

19. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Board has, Pursuant to Section 178(3) of the Act and on the recommendation of Nomination and Compensation -cum - 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- III forming part of this report. In terms of proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the shareholders, excluding the aforesaid Annexure. The said statement is also open for inspection. Any member interested in obtaining a copy of the same may write to the Company Secretary. None of the employees listed in the said Annexure are related to any Director of the Company.

We affirm that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy.

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 Company’s website at https://gandharoil.com/wp-content/uploads/2023/11/3.-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 Company’s website at https://gandharoil.com/wp-content/ uploads/2023/11/11.-Policy-on-Succession-Planning-for-the-Board-_-Senior-Management.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 Company’s website at https:// gandharoil.com/investor-relations/company-policies/

>0. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3)(C) of the Act, the Board of Directors state and confirm that:

a. in the preparation of the annual accounts for the year ended March 31, 2024, 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.

21. CORPORATE GOVERNANCE REPORT:

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under the SEBI Listing Regulations forms part of this Annual Report.

A certificate from M/s Manish Ghia & Associates, Company Secretaries, confirming compliance with corporate governance norms, as stipulated under the SEBI Listing Regulations, is annexed to the Corporate Governance Report as Annexure V

22. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT:

Pursuant to Regulation 34(2)(f) of the SEBI LODR, the Business Responsibility and Sustainability Report (''BRSR’) on initiatives taken from an environmental, social and governance perspective, in the prescribed format is available as a separate section of the Annual Report and is also available on the Company’s website.

23. AUDITORS AND REPORTS:

i. STATUTORY AUDITORS & AUDIT REPORT:

The present Statutory Auditors, M/s. Kailash Chand Jain & Co., Chartered Accountants, Mumbai, (Firm Registration No. 112318W), were re-appointed at the 28^th Annual General Meeting of the Company held on November 20, 2020 for a period of five years to hold the office till the conclusion of the 33^rd Annual General Meeting of the Company to be held in the year 2025.

There are no qualifications, reservations, adverse remarks or disclaimers made by the Statutory Auditors in their Report dated May 22, 2024. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

ii. COST AUDITORS AND COST AUDIT REPORT:

Pursuant to the provisions of Section 148 of the Act, read with Companies (Cost Record and Audit) Rules, 2014 and on recommendation of the Audit Committee, the Board of Directors appointed M/s. Maulin Shah & Associates, Cost Accountant, Ahmedabad (FRN No. 101527) as Cost Auditor of the Company to conduct audit of cost records of the Company for the financial year 2024-25 at a remuneration not exceeding H1,10,000/-(Rupees One Lakh Ten Thousand Only) plus applicable taxes and out of pocket expenses, subject to approval of members in the ensuing AGM.

Further, as specified under Section 148 of the Act the required accounts and records are made and maintained by the Company.

iii. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Act, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and as recommended by the Audit Committee, M/s. Manish Ghia & Associates, Practicing Company Secretaries, Mumbai are appointed as the Secretarial Auditors of the Company to undertake the Secretarial audit of the Company for financial year 2023-24. The Secretarial Audit Report received from M/s. Manish Ghia & Associates, Company Secretaries, Mumbai for the year ended March 31, 2024, is annexed as “Annexure I” and forms part of this report.

The Secretarial Audit Report of the Company does not contain any qualification, reservation, adverse remark or disclaimer.

iv. INTERNAL AUDITORS:

Pursuant to the provisions of Section 138 of the Act, read with Companies (Accounts) Rules, 2014, M/s. G. D. Singhvi & Co., act as Internal Auditors of the Company. The Internal Auditor submits his reports to the Audit Committee. Based on the report of internal audit, management undertakes corrective actions in their respective areas and thereby strengthens the controls.

v. INTERNAL FINANCIAL CONTROL:

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.

24. DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITORS:

Pursuant to Section 143(12) of the Companies Act, 2013, during the year under review there were no frauds reported by the Auditors of the Company to the Audit Committee or the Board of Directors. Hence, there is nothing to report under Section 134(3)(ca) of the Companies Act, 2013.

25. VIGIL MECHANISM POLICY//WHISTLE-BLOWER:

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards the Company encourages the employees to raise their genuine concerns without fear of criticism. The Company has implemented the Vigil mechanism/Whistle Blower Policy to ensure greater transparency in all aspects of the Company’s 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.

We affirm that during the year under review, no employee or Directors were denied access to the Audit Committee. The Vigil Mechanism Policy is available on the website of the Company www.gandharoil.com

26. CORPORATE SOCIAL RESPONSIBILITY INITIATIVE:

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. www.gandharoil.com

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

27. EMPLOYEE STOCK OPTION SCHEME;

To reward the employees for their association and performance as well as to motivate them to contribute to the growth and profitability of the Company, the Company has one Employee Stock Option Schemes namely Gandhar Employee Stock Option Plan 2022 (''ESOP 2022’) as on March 31,2024. In terms of Regulation 12(1) of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended (“SEBI (SBEB & SE) Regulations”), no company shall make any fresh grant which involves allotment of shares to its employees under any Plans/ Plans formulated prior to its Initial Public Offering (“IPO”) and prior to the listing of its equity shares (''Pre-IPO Plan/ Plan’) unless: (i) such Pre-IPO Plan/ Plan is in conformity with the SEBI (SBEB & SE) Regulations; and (ii) Such Pre-IPO Plan/ Plan is ratified by its shareholders subsequent to the IPO. Therefore, in accordance with the above provisions of the SEBI (SBEB & SE) Regulations, the members of the company approved the ratification of Gandhar Employee Stock Option Plan 2022 (''ESOP 2022’) by way of special resolution passed through Postal Ballot, only by remote e-voting process on March 23, 2024 in order to align the same with SEBI (SBEB & SE) Regulations. The above-stated ESOP Schemes are in line with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (the “SEBI (SBEB & SE) Regulation”). The Company has obtained the required certificates from the Secretarial Auditors of the Company, certifying that the Schemes have been implemented in accordance with the SEBI (SBEB & SE) Regulations and the resolutions passed by the members. The said certificate is available for inspection by the members in electronic mode. The details of ESOP Schemes as required to be disclosed under the SEBI (SBEB & SE) Regulations can be accessed at https://gandharoil.com/investor-relations/

28. 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 complies with all the applicable provisions of the same during the year under review.

29. MAINTAINENCE 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.

30. INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

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 there under.

The Company has duly set up an Internal Complaints Committee (ICC) in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, to redress complaints received regarding sexual harassment.

The Company did not receive any complaint of sexual harassment during the year 2023-24.

31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in “Annexure IV” and forms part of this Report.

32. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of loans, guarantees or investments made by the Company under Section 186 of the Act, during the year under review are given under notes to Financial Statements for the financial year 2023-24.

33. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All the Related Party Transactions entered during the financial year 2023-24 were in the ordinary course of the business and on arm’s length basis and the same are reported in the Notes to the Financial Statements. All Related Party Transactions as placed before the Audit Committee were also placed before the Board for review and approval. A statement giving details of all related party transactions were placed before the Audit Committee and the Board of Directors for their review, approval and noting on a quarterly basis. Certain transactions, which were repetitive in nature, were approved through the omnibus route.

In line with the requirements of the Act and SEBI Listing Regulations, the Company has formulated a Policy on Materiality of and dealing with related party transactions (“RPT Policy”), which is available on the website of the Company at www.gandharoil.com

No Material Related Party Transactions were entered during the year by your Company.

Accordingly, disclosures of Related Party Transactions as required under Section 134(3) of the Act, in form AOC-2 is not applicable to the Company.

34. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY THAT OCCURRED BETWEEN THE END OF THE FINANCIALYEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this report.

35. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATION IN FUTURE:

There are no significant material orders passed by the Regulators / Courts / Tribunal which would impact the going concern status of the Company or will have bearing on company’s operations in future.

36. 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 non-business 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.

37. DISCLOSURE IN RESPECT OF STATUS OF APPLICATION OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE:

During the year under review and as at March 31, 2024, no application was made or any proceedings were pending under the Insolvency and Bankruptcy Code, 2016.

38. DISCLOSURE RELATING TO DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM BANK OR FINANCIAL INSTITUIONS ALONG WITH THE REASONS THEREOF:

During the year under review, no such one-time settlement was done in respect of any loan taken by the Company from Banks / Financial Institutions.

39. INVESTOR EDUCATION AND PROTECTION FUND:

Refer to Corporate Governance Report para of ''Transfer of unclaimed / unpaid amounts / shares to the Investor Education and Protection Fund (EPF)’ for details on transfer of unclaimed/unpaid amount/ shares to IEPF.

40. RISK MANAGEMENT:

The Company recognises 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 minimising 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 organisational resilience and sustainable growth.

The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company’s 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.

The Risk Management Policy has been uploaded on the website of the Company.

41. OTHER INFORMATION

a. Green Initiative:

To support the “Green Initiative” undertaken by the Ministry of Corporate Affairs (MCA), to contribute towards a greener environment, the Company has already initiated / implemented the same since 201011. As permitted, delivery of notices, documents, annual reports etc. are being sent to shareholders via electronic mode.

b. General:

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:

1) Issue of equity shares with differential rights as to dividend, voting or otherwise- During the year under review your company had not issued any Shares with differential voting rights as to dividend, voting or otherwise.

2) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOP referred to in this Report.

3) No Managing Director of the Company receives any remuneration or commission from any of its subsidiaries.

4) The Company has in place the Policy on Prevention of Sexual Harassment at Workplace (POSH) in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. There were no complaints registered during the financial year 2023-24 under review.

5) There has been no change in the nature of business of the Company.

6) There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

7) There was no instance of onetime settlement with any Bank or Financial Institution.

c. 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.

42. 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

Mr. Samir Parekh Mr. Aslesh Parekh

Place: Mumbai Joint Managing Director Joint Managing Director

Date: 22/05/2024 DIN: 02225839 DIN: 02225795

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Mar 31, 2023

The Board of Directors hereby submits the 31st Annual Report on business and operations of Gandhar Oil Refinery (India) Limited (“The Company”) along with the Audited Financial Statements (Standalone & Consolidated) for the financial year ended 31^st March, 2023. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. FINANCIAL SUMMARY & HIGHLIGHTS:

The key highlights of the standalone and consolidated audited financial statements of your Company for the financial year ended 31^st March 2023 and comparison with the previous financial year ended 31^st March 2022 are summarized below:

(Rs. In Million)
Particulars	Standalone			Consolidated
	Financial Year ended 31st March 2023	Financial Year ended 31st March 2022	% Change	Financial Year ended 31st March 2023	Financial Year ended 31st March 2022	% Change
Total Income	29,462.13	29,896.53	-1.45	41,030.25	35,788.03	14.65
Profit before Finance Costs, Depreciation/ Amortisation and Tax	2,777.57	2,935.76	-5.39	3,401.53	2,724.85	24.83
Less: Finance Cost	(377.63)	(236.21)	59.87	(515.09)	(317.28)	62.35
Less: Depreciation and Amortisation Expense	(126.96)	(117.41)	8.13	(167.87)	(153.82)	9.13
Profit before share of Profit/(loss) of a joint venture and tax	2,272.98	2,582.14	-11.97	2,718.57	2,253.75	20.62
Share of Profit/(Loss) of a Joint Venture	-	-	-	-	(5.10)
Profit before tax	2,272.98	2,582.14	-11.97	2,718.57	2,258.85	20.35
Tax expenses	577.71	616.09	-6.23	579.28	617.67	-6.22
Profit after taxation	1,695.27	1,966.05	-13.77	2,139.29	1641.18	30.35

The Financial Statements of the Company for the year ended March 31, 2023 have been prepared in accordance with the Indian Accounting Standards (IND AS) prescribed under Section 133 of the Companies Act, 2013 (“the Act”) read with relevant rules issue thereunder and other accounting principles generally accepted in India.

The operating and financial performance of your Company has been covered in the Management Discussion and Analysis Report which forms part of the Annual Report.

2. TRANSFER TO RESERVE:

The Board of Directors of your Company has not transferred any amount to the General Reserves for the year ended 31^st March, 2023.

3. DIVIDEND:

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 Company''s website at https://gandharoil.com/investor-relations/company-policies-other-documents/

Considering the financial results and the performance of the Company during the year under review, as compared to the previous year, the Board of Directors is pleased to recommend a dividend of ? 0.50 (25%) per share on 8,00,00,000 Equity Shares of the face value of ? 2/- each for the Financial Year 2022-2023.

This dividend amounting to ? 4 Crores is payable after declaration by Shareholders at the ensuing Annual General Meeting (AGM).

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the shareholders effective 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.

4. SHARE CAPITAL:

During the year under review the Company has neither issued nor allotted any further Shares and accordingly there was no change in share capital of the Company.

The authorized share capital of the company as on 31^st March, 2023 is ?. 300,000,000 divided into 150,000,000 equity shares of face value ?. 2 /- each.

The issued, subscribed and paid-up share capital of the Company as on March 31, 2023 is ? 160,000,000 divided into 80,000,000 equity shares of ?. 2/- each.

The Company has formulated and approved the Gandhar ESOP Plan 2022 which was approved by the shareholders in the ExtraOrdinary General Meeting held on February 16, 2023.

5. MANAGEMENT DISCUSSION AND ANALYSIS (MDA)

Global Economy Outlook

Global gross domestic product (GDP) is estimated to grow at 2.2% in calendar year 2023. Rising interest rates, the unprecedented European energy crisis, and the lingering effects of COVID-19 are battering growth across geographies, though Asia-Pacific remains a relative outperformer. Biggest hit to growth from the Russia-Ukraine war, given its proximity to the war zone and higher

exposure to volatile global energy costs. A sharp slowdown is expected in eurozone growth in near-term. An unprecedented deterioration in the terms of trade has pushed inflation to record highs.

Fragile amid record inflation

The global economy is sputtering, and financial markets are flashing red due to surging inflation, a hawkish central banks'' response, the impact of Russia''s aggression in Ukraine, and anxious investors following Russia''s invasion of Ukraine, global economic growth is slowing more than anticipated, and major economies are at risk of entering recession because of the energy and inflation crises. Global economic growth is forecast to be 2.2% in 2023, owing to rising stagflation risks worldwide. The global environment has become more fragile as record-high inflation

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Indian Economy Outlook

The Indian economy has fully recovered to the pre-pandemic real GDP level of fiscal 2020. Real GDP growth was 7.0% for fiscal 2022 which reflect a faster growth momentum, which suggests higher economic demand. Future capital expenditures of the Indian government are anticipated to be supported by elements including tax buoyancy, a simplified tax system, rationalization of the tariff structure, and digitization of tax filing. Growth multipliers are expected to rise in the medium term as capital expenditures on infrastructure and asset-building projects rise. India''s economy is predominantly driven by domestic demand, with consumption and

The economy is confronted with newer risks, past the impact of the pandemic. Like other countries, it faces high commodity prices fueled by the Russia-Ukraine strife. Economic recovery is continuing in India with strong service sector activity. Consumer demand is recovering, and we expect a pickup in growth momentum from the third quarter, which will support growth through the rest of the year. Though investments have shown some pick up, it will remain tied to consumption momentum

Industry Overview

Gandhar Oil Refinery India Limited is a leading manufacturer of White Oils by revenue with a growing focus on the consumer and healthcare end-industries.

The product categories and primary end-industries for our three main business divisions are as follows:

Sr. No.	Business division	Product categories	Primary end-industries
1.	Personal care, healthcare and performance oils (PHPO)	White oils, waxes and jellies	Consumer; healthcare; plastics; chemical; textiles; and fragrance
2.	Lubricants	Automotive oils and industrial oils	Automobile; and industrial machines and equipment
3.	Process and insulating oils (PIO)	Transformer oils and rubber processing oils	Transformer manufacturers; power generation and distribution; and tyre and rubber product manufacturers

Strategic decision to exit coal-trading business

Our Company was involved in two main businesses: non-coking coal trading through Gandhar Oil & Energy DMCC (Gandhar DMCC) and specialty oils. However, as part of a strategic move to concentrate on the specialty oils sector, the Company decided to divest its interests in the coal trading business.

In light of this decision, the Company successfully sold Gandhar DMCC to a group company named Gandhar Coals & Mines Pvt. Ltd. The sale was executed with the intention of allowing Gandhar Coals & Mines Pvt. Ltd. to take over and manage the coal trading operations effectively.

Furthermore, the Company also conducted a slump sale of its entire coal business to Gandhar Coals & Mines Pvt. Ltd. This move was a part of the Company''s overall plan to shift its focus and resources toward the specialty oils segment, which holds greater strategic significance for future growth and profitability.

With these transactions, the Company has streamlined its operations and can now concentrate exclusively on the specialty oils business, thereby positioning itself for enhanced success and sustainability in its chosen field.

STATE OF COMPANY''S AFFAIRS:

a. Performance of the Company:

The standalone total income of the Company during the year stood at 29,462.13 Million compared to the total income of 29,896.53 Million during the previous year. The standalone total income thus decreased by 434.40 Million compared to previous year.

The consolidated total income during the year stood at 41,030.25 Million compared to the total income of 35,788.03 Million during the previous year. The consolidated revenue thus increased by 5,242.22 Million compared to previous year.

As per the standalone financials, the Company earned a net profit before tax of 2,272.98 Million in the year under review as against a net profit before tax of 2,582.14 Million in the previous year.

i. Petroleum Products & Specialty Oil

The turnover of Oil segment increased from ? 28,504.85 Million to ? 29,174.12 Million in current year and achieved a growth of 2.35 %.

ii. Non-coking Coal

During the year, the company does not have any sales in Coal segment.

iii. Others

The turnover of other segment decreased from ? 65.66 Million to ? 46.25 Million in current year.

Overall Business Performance

In Millions	Fy19	Fy20	Fy21	Fy22	Fy23
Revenue	35,944	25,163	22,355	35,788	41,030
EBITDA	974	755	1,332	2,725	3,402
PAT	187	118	738	1,641	2,139
ROE	23%	3%	18%	30%	30%
D/E	0.30	0.33	0.17	0.28	0.23

B. Performance of Subsidiary Companies / Associate Companies / Joint Ventures of the Company:

Your Company has the following subsidiaries and associate as at March 31,2023:

i. Gandhar Shipping and Logistics Pvt. Ltd. (GSLPL) - Wholly Owned Subsidiary of the Company.

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

iii. Texol Oil FZC, Sharjah - Joint Venture Company

Domestic Subsidiary:

Gandhar Shipping and Logistics Private Limited:

During the year under review the Gross revenue of the Company was ? 6.62 Million compared to total revenue of ? 9.17 Million in the previous year. Loss after Tax stood at ? 1.31 Million compared to the Profit after Tax (PAT) of ? 0.02 Million in the Previous Year.

Overseas Subsidiaries/Joint Ventures: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 speciality 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 Gross revenue of the Company was ? 11,832.85 Million compared to Gross revenue of ? 6,167.82 Million in the previous year. The Company has earned profit of ? 465.56 Million compared to ? 304.93 Million in the previous year.

In accordance with the Section 129(3) of the Companies Act, 2013 read with Rule 5 of Companies (Accounts of Companies) Rules, 2014, the Company has prepared consolidated financial statements of the Company and all its subsidiary companies which forms part of the Annual Report. A statement containing the salient features of the financial statement of the subsidiaries of the Company in the prescribed format AOC-1 is enclosed as annexure to the financial statements provided in the Annual Report. The annual accounts of the said Subsidiaries and Associate 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.

The said Form also highlights the financial performance of each of the subsidiary companies included in the Consolidated Financial Statement pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014.

Further, 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, are available on the website of the Company viz. www.gandharoil.com

The Company has a Joint Venture Company namely Texol Oils FZC at Sharjah incorporated on January 11,2023 in which the Company has proposed to invest 50.1% shares. The company is proposed to be engaged in the business of manufacturing 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.

The Company does not have any Holding or Associate Company.

6. CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY:

There was no change in the nature of business during the financial year under review.

7. PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Act, read with Companies (Acceptance of Deposits) Rules, 2014 and hence there were no outstanding deposits and no amount remaining unclaimed with the Company as on 31st March, 2023.

8. UPDATE ON INITIAL PUBLIC OFFER:

The Board of Directors and the shareholders of the Company by resolutions passed on September 27, 2022 and November 10, 2022 respectively, have approved, subject to necessary approvals, a proposed initial public offering of equity shares of the Company, and consequent listing of such equity shares on the relevant stock exchanges in India (the “Offer”). On December 22, 2022, the Company filed the draft red herring prospectus dated December 21,2022 (the “DRHP”) in respect of the Offer, consisting of a fresh issue of equity shares up to '' 3,570 million and an offer for sale by certain shareholders of up to 12,036,380 equity shares, with the SEBI on December 22, 2022.

9. CORPORATEGOVERNANCE

Your Company believes in conducting its affairs in a fair, transparent and professional manner and maintaining the good ethical standards, transparency and accountability in its dealings with all its constituents. As required under the Listing Regulations, a detailed report on Corporate Governance along with the Auditors'' Certificate thereon forms part of this report as “Annexure - E”.

10. EXTRACT OF THEANNUAL RETURN:

The provision to attach extract of the annual return with the Board''s Report in Form No. MGT.9 has been omitted vide MCA Circular dated 5th March, 2021 by amending Rule 12 of the Companies (Management and Administration) Rules, 2014.

11. THE WEB ADDRESS IF ANY WHERE ANNUAL RETURN REFERRED TO IN SUB SECTION 92(3) HAS BEEN PROVIDED:

The Annual Return of the Company for the Financial Year 2022-2023 as per provisions of the Act and Rules thereto, is available on the Company''s website viz. www.gandharoil.com

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i) Directors retiring by rotation:

In accordance with the provisions of Section 152 of the Act, read with Companies (Management and Administration) Rules, 2014 and Articles of Association of the Company, Mr. Aslesh Parekh, (DIN: 02225795) Joint Managing Director of the Company, retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible, has offered himself for re-appointment.

The Board recommends the re-appointment of Mr. Aslesh Parekh and the matter is being placed for seeking approval of members at the ensuing Annual General Meeting of the Company.

Pursuant to Secretarial Standards - 2 on General Meetings, brief details of Mr. Aslesh Parekh, are provided as an Annexure to the Notice of the Annual General Meeting.

ii) Directors and Key Managerial Personnel of the Company appointed and resigned during the year and upto the date of signing of this report:

During the year under review, the Board of Directors at its meeting held on 22nd June, 2022 approved the appointment of Mrs Deena Asit Mehta (DIN:00168992) as an Additional

Non-Executive Independent Director on the Board of the Company under Section 161, 149, 152 read with Schedule IV of the Companies Act 2013 (herein referred as the Act) read with relevant rules made thereunder, for a term of five consecutive years with effect from 22nd June, 2022 to 21st June 2027 and was regularized at the Annual General Meeting held on 12th September, 2022.

As on 31st March, 2023 the Board of Directors of the Company comprises of Six Directors, of which three are NonExecutive Independent Directors & three are Executive Directors The constitution of the Board of the Company is in accordance with the provisions of the Companies Act, 2013.

On the basis of the written representations received from the directors, none of the directors are disqualified under Section 164 (2) of the Companies Act, 2013.

iii) Key Managerial Personnel:

Mr. Ramesh Parekh, Chairman and Managing Director, Mr. Samir Parekh, Vice Chairman and Joint Managing Director, Mr. Aslesh Parekh, Joint Managing Director, Mr. Indrajit Bhattacharyya, Chief Financial Officer and Mrs. Jayshree Soni, Company Secretary are the Key Managerial Personnel of the Company as on 31st March, 2023.

iv) Declaration by Independent Directors:

In terms of Section 149, 152 read with Schedule IV and all other applicable provisions of the Act and the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors are appointed for a term of 5 years and are not liable to retire by rotation.

The Company has received declarations from Mr. Raj Kishore Singh, Ms. Amrita Nautiyal and Mrs. Deena Asit Mehta, Independent Directors of the Company, confirming that they meet with the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, if any and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board / Committees of the Company.

13. ANNUAL EVALUATION OF PERFORMANCE OF BOARD:

Pursuant to the provisions of the Companies Act, 2013, a formal annual evaluation needs to be made by the Board of its own performance and that of its Committees and Individual Director. Schedule IV to the Companies Act, 2013, states that the performance evaluation of the Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated. 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 its Audit Committee, Nomination & Remuneration Committee and Stakeholders'' Relationship Committee of the Company for the financial year 2022-23. 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.

14. REMUNERATION POLICY:

The Board has, on the recommendation of Nomination and Compensation-cum-Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Particulars of information as per Section 197 of the Act read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 - a statement showing names and other particulars of the Employees drawing remuneration in excess of the limits set in the Rules and Disclosures pertaining to remuneration and other details as required under Section 197 of the Act read with Rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as Annexure - A forming part of this report.

15. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3)(C) of the Act, the Board of Directors state and confirm that:

a. in the preparation of the annual accounts for the year ended March 31, 2023, 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.

16. MEETINGS OF THE BOARD AND AUDIT COMMITTEE:

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 2022-23, 5 (Five) Board Meeting and Audit Committee Meetings were conveyed which were held on June 22, 2022, September 27, 2022, December 13, 2022, January 09, 2023 and March 21, 2023. Some of the meetings were held through Video Conferencing as permitted by Ministry of Corporate Affairs (MCA). The intervening gap between two consecutive meetings was within the maximum period mentioned under Section 173 of the Act except the relaxation given by MCA to hold such meetings and Secretarial Standard on Board Meetings (SS-1) issued by the

Institute of Company Secretaries of India (“ICSI”). The details of these Meetings, including of other committee meetings, with regard to their dates and attendance of each of the Directors thereat, have been set out in the Report on Corporate Governance.

17. AUDITORS:

i. STATUTORYAUDITORS:

The present Statutory Auditors, M/s. Kailash Chand Jain & Co., Chartered Accountants, Mumbai, (Firm Registration No. 112318W), were re-appointed at the 28th Annual General Meeting of the Company held on 20th November, 2020 for a period of five years to hold the office till the conclusion of the 33rd Annual General Meeting of the Company to be held in the year 2025.

There are no qualifications, reservations, adverse remarks or disclaimers made by the Statutory Auditors in their Report dated 24th May, 2023. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

ii. COST AUDITORS:

Pursuant to the provisions of Section 148 of the Act, read with Companies (Cost Record and Audit) Rules, 2014 and on recommendation of the Audit Committee, the Board of Directors appointed M/s. Maulin Shah & Associates, Cost Accountant, Ahmedabad (FRN No. 101527) as Cost Auditor of the Company to conduct audit of cost records of the Company for the financial year 2023-24 at a remuneration not exceeding ? 1,10,000/- (Rupees One Lakh Ten Thousand Only) plus applicable taxes and out of pocket expenses, subject to approval of members in the ensuing AGM.

iii. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Act, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and as recommended by the Audit Committee, M/s. Manish Ghia & Associates, Company Secretaries, Mumbai are appointed as the Secretarial Auditors of the Company to undertake the Secretarial audit of the Company for financial year 2023-24. The Secretarial Audit Report received from M/s. Manish Ghia & Associates, Company Secretaries, Mumbai for the year ended 31st March, 2023, is annexed as “Annexure B” and forms part of this report.

There are no qualifications, reservations, adverse remarks or disclaimers made by the Secretarial Auditors in their report dated 24th May, 2023.

iv. INTERNALAUDITORS:

Pursuant to the provisions of Section 138 of the Act, read with Companies (Accounts) Rules, 2014, M/s. Grant Thornton Bharat LLP, act as Internal Auditors of the Company. The Internal Auditor submits his reports to the Audit Committee. Based on the report of internal audit, management undertakes corrective actions in their respective areas and thereby strengthens the controls.

v. INTERNAL FINANCIAL CONTROL:

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.

18. DETAILS IN RESPECT OF FRAUD REPORTED BYAUDITORS:

Pursuant to Section 143(12) of the Companies Act, 2013, during the year under review there were no frauds reported by the Auditors of the Company to the Audit Committee or the Board of Directors. Hence, there is nothing to report under Section 134(3)(ca) of the Companies Act, 2013.

19. VIGIL MECHANISM POLICY:

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards the Company encourages the employees to raise their genuine concerns without fear of criticism. The Company has implemented the Whistle Blower Policy to ensure greater transparency in all aspects of the Company''s 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.

We affirm that during the year under review, no employee or Directors were denied access to the Audit Committee. The Vigil Mechanism Policy is available on the website of the Company www.gandharoil.com.

20. CORPORATE SOCIAL RESPONSIBILITY INITIATIVE:

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. www.gandharoil.com.

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

21. EMPLOYEE STOCK OPTION SCHEME;

Gandhar Employee Stock Option Plan 2022

Pursuant to the approval accorded by the shareholders at the General Meeting of the Company held on February 16, 2023, the Company had introduced the Gandhar Employee Stock Option Plan 2022 (“ESOP 2022”) to, inter alia, (i) provide means to enable the Company to attract and retain appropriate human talent in the employment of the Company, (ii) motivate the employees of the Company with incentives and reward opportunities, and (iii) create a sense of ownership and participation amongst the employees or otherwise increase their proprietary interest in the Company. As required under the provisions of Section 62(1)(b), and all other applicable provisions, of the Companies Act 2013 read with Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014, the details of the ESOP, 2022 as on March 31, 2023 are being provided as follows:

NATURE OF DISCLOSURE		PARTICULARS
a.	Options granted	NIL
b.	Options Vested	NIL
c.	Options exercised	NIL
d.	The total number of shares arising as a result of exercise of option	NIL
e.	Option lapsed	NIL
f.	The exercise price	NA
g.	Variation of terms of options	NA
h.	Money realized by exercise of options	NA
i.	Total number of options in force	NIL
j.	Employee wise details of options granted to:-1. Key Managerial Personnel	No Options were granted during the year
	2. Any other employee who receives a grant in any other options in any one year of option amounting to five per cent or more of options granted during that year.	No Options were granted during the year
	3. Identified employees who were granted option, during any one year, equal to or exceeding one per cent of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant.	No Options were granted during the year

22. 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 complies with all the applicable provisions of the same during the year under review.

23. MAINTAINENCE 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.

24. INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

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 there under.

The Company has duly set up an Internal Complaints Committee (ICC) in line with the requirements of the Sexual Harassment of

Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, to redress complaints received regarding sexual harassment.

The Company did not receive any complaint of sexual harassment during the year 2022-23.

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in “Annexure D” and forms part of this Report.

26. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of loans, guarantees or investments made by the Company under Section 186 of the Act, during the year under review are given under notes to Financial Statements for the financial year 2022-23.

27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All the Related Party Transactions entered during the financial year were in ordinary course of the business and on arm''s length basis and the same are reported in the Notes to the Financial Statements. All Related Party Transactions as placed before the Audit Committee were also placed before the Board for review and approval. A statement giving details of all related party transactions were placed before the Audit Committee and the Board of Directors for their review, approval and noting on a quarterly basis.

The policy on Related Party Transactions as approved by the Board is available on the Company''s website viz. www.gandharoil.com

No Material Related Party Transactions were entered during the year by your Company.

Accordingly, disclosures of Related Party Transactions as required under Section 134(3) of the Act, in form AOC-2 is not applicable to the Company.

28. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY THAT OCCURRED BETWEEN THE END OF THE FINANCIALYEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of this report.

29. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATION IN FUTURE:

There are no significant material orders passed by the Regulators / Courts / Tribunal which would impact the going concern status of the Company or will have bearing on company''s operations in future.

30. 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.

31. AUDIT COMMITTEE:

The Company has an Audit Committee pursuant to the requirements of the Act read with the rules framed thereunder and Listing Regulations. The details of the composition and relating to the same are given in the report on Corporate Governance forming part of this Report. During the year under review, the Board has accepted all recommendations of Audit Committee and accordingly, no disclosure is required to be made in respect of nonacceptance of any recommendation of the Audit Committee by the Board.

32. DISCLOSURE IN RESPECT OF STATUS OF APPLICATION OR PROCEEDING PENDING UNDER THE INSOLVENCYAND BANKRUPTCY CODE:

During the year under review and as at 31st March, 2023, no application was made or any proceedings were pending under the Insolvency and Bankruptcy Code, 2016.

33. DISCLOSURE RELATING TO DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM BANK OR FINANCIAL INSTITUIONS ALONG WITH THE REASONS TEHROF:

During the year under review, no such one-time settlement was done in respect of any loan taken by the Company from Banks / Financial Institutions.

34. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Independent Directors (''IDs'') inducted to the Board are provided orientation on the Company''s 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 Company''s 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, safety, health, environment are available on the website of the Company.

35. OTHER INFORMATION

a. Green Initiative:

To support the “Green Initiative” undertaken by the Ministry of Corporate Affairs (MCA), to contribute towards a greener environment, the Company has already initiated / implemented the same since 2010-11. As permitted, delivery of notices, documents, annual reports etc. are being sent to shareholders via electronic mode.

b. General:

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:

1) Issue of equity shares with differential rights as to dividend, voting or otherwise.

2) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOP referred to in this Report.

3) No Managing Director of the Company receives any remuneration or commission from any of its subsidiaries.

4) The Company has in place the Policy on Prevention of Sexual Harassment at Workplace (POSH) in line with the requirements of Sexual Harassment of Women at

Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. There were no complaints registered during the financial year 2022-23 under review.

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

6) There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

7) There was no instance of onetime settlement with any Bank or Financial Institution.

c. 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.

36. 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.