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:

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.

(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.

*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.

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”.

• 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