Your Directors have pleasure in presenting the 34^th Annual Report on the business and operations
of the Company and the Audited Accounts for the Financial Year ended 31^st March, 2025.

1. FINANCIAL SUMMARY/ HIGHLIGHTS OF PERFORMANCE OF THE COMPANY:

The Company has prepared the Standalone and Consolidated Financial Statements in accordance
with the Companies (Indian Accounting Standards) Rules, 2015 prescribed under Section 133 of the
Companies Act, 2013.

2. DIVIDEND:

Taking a conservative approach on account of current year's performance, the Board has
decided not to recommend any dividend for the F.Y. 2024-25.

3. SHARE CAPITAL:

The Authorized Share Capital of the Company is Rs. 1,65,00,00,000/- divided into

16.50.00. 000 Equity Shares of Rs. 10/- each.

During the year under review, the members of the Company at their Extra-Ordinary General
Meeting held on 12/07/2024 approved increase in Authorized Share Capital from Rs.

81.00. 00.000/- (Rupees Eighty One Crore) divided into 8,10,00,000 (Eight Crores Ten Lakh)
Equity Shares of Rs. 10/- (Rupees Ten) each to Rs. 1,31,00,00,000/- (Rupees One Hundred
Thirty One Crore) divided into 13,10,00,000 (Thirteen Crores Ten Lakh) Equity Shares of Rs.
10/- (Rupees Ten) each.

Subsequently, the members of the Company at their Extra-Ordinary General Meeting held on
26/03/2025 approved increase in Authorized Share Capital from Rs. 1,31,00,00,000/- (Rupees
One Hundred Thirty One Crore), divided into 13,10,00,000 (Thirteen Crore Ten Lakh) Equity
Shares of Rs. 10/- (Rupees Ten) each to Rs. 1,65,00,00,000/- (Rupees One Hundred Sixty Five
Crores only) divided into 16,50,00,000 (Sixteen Crores Fifty Lakhs) Equity Shares of Rs. 10/-
(Rupees Ten) each.

During the year under review, the paid up share capital of the company increased from Rs.
80,25,16,450/- divided into 8,02,51,645 Equity Shares of Rs. 10/- each to Rs. 1,28,40,26,320/-
divided into 12,84,02,632 Equity Shares of Rs. 10/- on account of issue and allotment of
4,81,50,987 Right Equity Shares at Rs. 10/- each.

4. PREFERENTIAL ISSUE OF SHARES:

The Board of Directors of the Company in its Board Meeting held on 20/02/2024 approved
issue of 23500000 Equity Shares on Preferential Basis to the following allottees. Further, the
Shareholders of the Company approved the same in their meeting held on 21/03/2024.
Subsequently, the Board of Directors in their meeting held on 01/04/2024, unanimously
decided to cancel the said preferential issue due to unwillingness of the proposed allottees
to subscribe to the issue at the predetermined price.

5. RIGHTS ISSUE OF SHARES:

The Board of Directors of the Company, in their meeting held on 10/06/2024, approved a
fundraise of up to Rs. 50 Crore through the issuance of equity shares by way of a Rights Issue
to eligible equity shareholders as of the Record Date. Following this, the Company allotted
4,81,50,987 Right Equity Shares at a issue price of Rs. 10/- each on 26/12/2024 to the eligible
shareholders as of the Record Date, i.e. 03/12/2024, in the ratio of 3 Rights Equity Shares for
every 5 existing Equity Shares held. The Issue was kept open for the Eligible Equity
Shareholders from 12/12/2024 to 20/12/2024 and the basis of allotment was approved by
BSE Limited (being the designated Stock Exchange) on 26/12/2024. The Company
subsequently received trading approval from BSE Limited, w.e.f. 03/01/2025. There are no

variation/ deviation between the projections and actual utilization of the funds raised
through Rights Issue by the Company during the year 2024-25.

6. PREFERENTIAL ISSUE OF WARRANTS CONVERTIBLE INTO EQUITY SHARES:

The Board of Directors of the Company in their meeting held on 24/02/2025, approved issue
and allotment of 3,50,00,000 equity warrants convertible into equity shares to the following
non-promoters (public):

The members of the Company in their Extra-Ordinary General Meeting held on 26/03/2025
approved issue of upto 35000000 warrants convertible into equity shares at an issue price of
Rs. 21.70/- each. Further, the Board of Directors in their meeting held on 26/05/2025
approved allotment of convertible warrants to the following upon receipt of upfront amount
per warrant (25% of issue price)

Further, the Board of Directors in their meeting held on 29/05/2025 took note that that one
of the proposed allottee of the preferential issue of convertible warrants i.e. Shanti Fuelpetro
Chemtech Private Limited who was offered 1,00,00,000 Convertible Warrants has stated its
intention not to subscribe to the issue. As a result, no allotment shall be made to it, and the
total proceeds from the issue have been revised accordingly.

The table below presents the comparison between the originally proposed and revised fund
allocation across the identified objects:

7. ALTERATION IN MAIN OBJECT CLAUSE OF MEMORANDUM OF ASSOCIATION:

The Board of Directors in their meeting held on 07/02/2025 approved addition in the main
object clause of memorandum of association related to the setting up Solar, Wind, or Hybrid
Parks, and any other related projects that may be executed in the future, in recognition to the
immense potential in the business of energy and power generation, subject to approval of
members.

Further, the Board of Directors in their meeting held on 24/02/2025 approved replacement of
the existing object in the main object clause of memorandum of association related to trading
of chemicals, to further enable trading of polymeric chemical compounds, subject to the
approval of members.

Both the above alterations were approved by the members in their Extra-Ordinary general
meeting held on 26/03/2025.

8. RESERVES:

Reserves & Surplus at the end of the year stood at Rs. 3990.47 Lakhs as compared to Rs.
3972.12 Lakhs at the beginning of the year.

9. DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

10. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

During the period under review, several energy conservation initiatives were adopted and
were taken by the Company and its subsidiaries. There are no plans to import any kind of
technology for the project and hence information regarding its absorption is not applicable.
There was no research activities carried out during the year as well as no foreign exchange
income or outgo during the year.

11. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY:

There have been no material changes and commitments affecting the financial position of the
Company since the close of financial year i.e. since 31^st March, 2025.

The Company is engaged in the business of Oil & Gas exploration.

12. STATE OF COMPANY AFFAIRS:

The state of your Company's affairs is given under the heading 'Financial Summary/Highlights
of performance of the Company.

13. SECRETARIAL STANDARDS:

The Company duly complies with the applicable Secretarial Standards issued by the Institute
of Company Secretaries of India.

14. INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:

Pursuant to provisions of Section 143(12) of the Companies Act, 2013, as amended from
time to time, the Statutory Auditors have not reported any incident of fraud to the Company
during the year under review.

15. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:

No such orders have been passed by the Regulators/ Court or Tribunals which can impact the
going concern status and Company's operation in future.

16. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

With a view to market the Company across the globe, your company has 1 Indian Wholly-
owned subsidiary and 3 Step-down international subsidiaries. There are no associate
companies or joint venture companies within the meaning of section 2(6) of the Companies
Act, 2013 ("Act"). There has been no material change in the nature of the business of the
subsidiaries.

Pursuant to the scheme of Amalgamation between GNRL Oil & Gas (I) Private Limited (Indian
Wholly-owned subsidiary) and GNRL Oil & Gas Limited (Step-down international subsidiary),
the said matter is pending before the Honorable National Company Law Tribunal (NCLT).

As required under Rule 8 (1) of the Companies (Accounts) Rules, 2014, the Board's Report has
been prepared on standalone financial statements and a report on performance and financial
position of each of the subsidiaries included in the consolidated financial statements is
included in the financial statements in Form AOC - 1 and consolidated performance and
financial position given here in above.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual
Report of the Company, containing therein its standalone and the consolidated financial
statements has been placed on the website of the Company, www.gnrl.in. Shareholders
interested in obtaining a copy of the audited annual accounts of the subsidiary companies
may write to the Company Secretary at the Company's registered office.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 8(1) of
the Companies (Accounts) Rules, 2014, a statement containing salient features of the
Financial Statements of your Company's subsidiaries in Form AOC-1 is attached as
ANNEXURE-I.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH THE RELATED PARTIES:

During the year under review, the transactions entered by the Company, with the related
parties are at arm's length basis and in the ordinary course of business.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY:

Details of Loans, Guarantees and Investments, if any covered under the provisions of Section
186 of the Act are given in the notes to the Financial Statements.

19. MEETING OF BOARD OF DIRECTORS:

During the year under the review, 12 (Twelve) Board meetings were held, with gap between
Meetings not exceeding the period prescribed under the Companies Act, 2013 and Rules
made thereunder. Details of Board and Board committee meetings held during the year are
given in the Corporate Governance Report.

Board meeting dates are finalized in consultation with all directors and agenda papers backed
up by comprehensive notes and detailed background information are circulated well in
advance before the date of the meeting thereby enabling the Board to take informed
decisions.

20. EXTRACTS OF ANNUAL RETURN:

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copies of
the Annual Returns of the Company prepared in accordance with Section 92(1) of the
Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration)
Rules, 2014 are placed on the website of the Company and is accessible at the web link:
https://gnrl.in/annual-returns/

21. RELATED PARTY TRANSACTIONS:

There were related party transactions entered by the Company, Directors, management, or
their relatives. Hence, disclosure in Form AOC-2 is provided as ANNEXURE -II.

All the contracts/arrangements/transactions entered into by the Company with the related
parties during the financial year 2024-25 were in the ordinary course of business and on an
arm's length basis as disclosed in the financial statements and were reviewed and approved
by the Audit Committee. The details of related party disclosure form a part of the notes to
the financial statements provided in the annual report.

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

22. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received requisite declarations from the Independent Directors of the
Company, confirming that they meet the criteria of independence as prescribed under Section
149(6) of the Companies Act, 2013 read with rules made thereunder and Regulation 16 of the
SEBI Listing Regulations.

Independent Directors have also confirmed that they have complied with Schedule IV of the
Act and the Company's Code of Conduct.

Further, the Independent Directors have also submitted their declaration in compliance with
the provisions of Rule 6(3) of Companies (Appointment and Qualification of Directors) Rules,

2014, as amended from time to time, which mandated the inclusion of an Independent
Director's name in the data bank of Indian Institute of Corporate Affairs ("IICA") for a period
of one year or five years or life time till they continues to hold the office of an independent
director.

23. DIRECTORATE AND KEY MANAGERIAL PERSONNEL:

The Board of Directors of your company has various executive and non-executive directors
including Independent Directors who have extensive and diverse experience in different
disciplines of corporate functioning.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of
Association of the Company, Mr. Hitesh Donga (DIN: 03393396), retires by rotation at the
ensuing Annual General Meeting and being eligible in terms of Section 164 of the Act offers
himself for re-appointment.

During the year under review, the Board of Directors approved reappointment of Mr. Shalin
Shah, Managing Director of the Company in their meeting held on 14/08/2024 for a period of
5 years w.e.f. 22/01/2025 upto 21/01/2030 and approved payment of remuneration for a
period of 3 years w.e.f. 22/01/2025 upto 21/01/2028., subject to approval of members. The
same was approved by the members in their Annual General Meeting held on 27/09/2024.

Mr. Alpesh Swadas (DIN: 09512469), Independent Director of the Company resigned from the
office of director w.e.f. 22/03/2025, citing personal reasons. The Company had received a
confirmation from him that there are no material reasons for his resignation other than the
reasons provided by him.

Ms. Mansi Shah (DIN: 09512573), Independent Director of the Company resigned from the
office of director w.e.f. 22/03/2025, citing personal reasons. The Company had received a
confirmation from her that there are no material reasons for her resignation other than the
reasons provided by her.

The Company had, pursuant to the provisions of Section 149 of the Companies Act, 2013 and
Regulation 17(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015, appointed Mr. Yash Bodade (DIN: 10669649) as Additional (Independent) Directors of
the Company w.e.f. 15/06/2024. His appointment was subsequently ratified by the
shareholders of the Company in their Extra-Ordinary General Meeting held on 12/07/2024 as
Independent Director.

The Company had, pursuant to the provisions of Section 149 of the Companies Act, 2013 and
Regulation 17(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, appointed Mr. Paragkumar Raval (DIN: 10735752) as Additional (Independent) Directors
of the Company w.e.f. 24/05/2025, subject to members' approval. The business of
regularization of his appointment is being placed before the members at the Annual General
Meeting.

The Company had, pursuant to the provisions of Section 149 of the Companies Act, 2013 and
Regulation 17(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, appointed Mrs. Deepti Gavali (DIN: 10272798) as Additional (Independent) Directors of
the Company w.e.f. 24/05/2025, subject to members' approval. The business of regularization
of her appointment is being placed before the members at the Annual General Meeting.

In the opinion of the Board, all the Independent Directors on the Board of the Company are
persons of integrity, expert and experienced (including the proficiency).

As required under Section 203 of the Companies Act, 2013, the Company has Mr. Shalin Shah
(Managing Director), Mr. Hiteshkumar Donga (Chief Financial Officer) and Ms. Barkha
Lakhani (Company Secretary & Compliance Officer) as Key Managerial Personnel of the
Company.

24. EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:

Pursuant to the provisions of the Act and the corporate governance requirements as
prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements), Regulations 2015 ("SEBI Listing Regulations"), the Board had carried out
performance evaluation of its own, the Board Committees and of the Independent directors.
Independent Directors at a separate meeting evaluated performance of the Non-Independent
Directors, Board as a whole and of the Chairman of the Board.

The following were the Evaluation Criteria:

(a) For Independent Directors:

- Knowledge and Skills

- Professional conduct

- Duties, Role and functions

(b) For Executive Directors:

- Performance as Team Leader/Member.

- Evaluating Business Opportunity and analysis of Risk Reward Scenarios

- Key set Goals and achievements

- Professional Conduct, Integrity

- Sharing of Information with the Board

The Directors expressed their satisfaction with the evaluation process.

25. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:

The Board has on the recommendation of the Nomination & Remuneration Committee,
formulated criteria for determining Qualifications, Positive Attributes and Independence of a
Director and also a Policy for remuneration of Directors, Key managerial Personnel and senior
management. The details of criteria laid down and the Remuneration Policy are given in the
Corporate Governance Report.

26. MANAGERIAL REMUNERATION:

The Company has paid Mr. Shalin Shah (Managing Director) Rs. 18.00 Lakhs as managerial
remuneration during the year.

27. INDEPENDENT DIRECTORS' MEETING:

Independent Directors of the Company had met on 12/03/2025 during the year, review
details of which are given in the Corporate Governance Report.

28. COMMITTEES OF THE BOARD:

There are currently Three Committees of the Board, as follows:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

Details of all the Committees along with their charters, composition and meetings held during
the year, are provided in the "Report on Corporate Governance", a part of this Annual
Report.

29. AUDITORS:

A. Statutory Auditors

The Board of Directors of the Company, at their Meeting held on 30^th August, 2022, on the
recommendation of the Audit Committee, had reappointed M/s. GMCA & Co., Chartered
Accountants (Firm Registration No.109850W) as the Statutory Auditors of the Company, and
recommended their appointment for a second term of 5 (five) years from the conclusion of
31^st Annual General Meeting (AGM) held in 2022 till the conclusion of the 36^th Annual
General Meeting to be held in 2027.

The Members may note that consequent to the changes in the Companies Act, 2013 and the
Companies (Audit and Auditors) Rules, 2014 by the Ministry of Corporate Affairs (MCA) vide
notification dated May 7, 2018, the proviso to Section 139(1) of the Companies Act, 2013
read with explanation to sub-rule 7 of Rule 3 of the Companies (Audit and Auditors) Rules,
2014, the requirement of ratification of appointment of Auditors by the Members at every
AGM has been done away with. Therefore, the Company is not seeking any ratification of
reappointment of M/s. GMCA & Co., Chartered Accountants (Firm Reg. No. 109850W) as the
Auditors of the Company, by the Members at the ensuing AGM.

The Report given by the Auditors, M/s. GMCA & Co., on the financial statements of the
Company is a part of the Annual Report. The notes to the accounts referred to in the Auditors'
Report are self-explanatory and therefore do not call for any further comments.

There has been no qualification, reservation, adverse remark or disclaimer given by the
Auditors in their Report.

The Board at its meeting held on 14^th August, 2024 had appointed Mr. Chintan K. Patel,
Practicing Company Secretary, Ahmedabad, to conduct the Secretarial Audit for the F.Y.
2024-25. The Secretarial Audit Report in Form MR-3 for the financial year under review, as
received from Mr. Chintan K. Patel, Practicing Company Secretary is attached as ANNEXURE-
IV to the Board's Report. The observations of the Secretarial Auditor in the Secretarial Audit
Report are self-explanatory and therefore do not call for any further comments.

Further, in terms of Section 204 of the Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Managerial Personnel) Rules, 2014, and Regulation 24A of the
Securities and Exchange Board of India (Listing and Disclosure Requirements) Regulations,
2015, the Board recommended appointment of Mr. Chintan K. Patel, Practicing Company
Secretary, Ahmedabad (having COP No. 11959 and Peer review No. 2175/2022) in their
meeting held on 12^th July, 2025, as the Secretarial Auditor of the company for a term of 5
(five) consecutive years from F.Y. 2025-26 till F.Y. 2029-30, to hold office from the conclusion
of this Annual General Meeting (AGM) till the conclusion of AGM to be held in the year 2030.
Accordingly, the resolution seeking approval for the appointment of Secretarial Auditor by
the members of the company is included in the Notice of the ensuing Annual General
Meeting.

30. INTERNAL FINANCIAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:

The Company has an internal financial Control System, commensurate with size, scale and
complexity of its operations. The internal financial controls are adequate and are operating
effectively so as to ensure orderly and efficient conduct of business operations. The Audit
Committee formulates the scope, functioning, periodicity and methodology for conducting
the internal audit. The internal auditors carry out audit, covering inter alia, monitoring and
evaluating the efficiency & adequacy of internal control systems in the Company, its
compliance with operating systems, accounting procedures and policies at all locations and
submit their periodical internal audit reports to the Audit Committee. Based on the internal
audit report and review by the Audit committee, process owners undertake necessary actions
in their respective areas. The internal auditors have expressed that the internal control
system in the Company is robust and effective. The Board has also put in place requisite legal
compliance framework to ensure compliance of all the applicable laws and that such systems
are adequate and operating effectively.

31. RISK MANAGEMENT:

Risk is an integral part of any business and therefore, Risk Management is an important
function that the business management has to perform to ensure sustainable business
growth. Company has implemented an integrated risk management approach through which
it reviews and assesses significant risks on a regular basis to help ensure that there is a robust
system of risk controls and mitigation in place. Senior management periodically reviews this
risk management framework to keep updated and address emerging challenges. Major risks
identified for the Company by the management are Compliances of various applicable Laws,
Regulatory changes, Manufacturing & Supply, Litigation and Technological Changes. The
management is however, of the view that none of the above risks may threaten the existence
of the Company as robust Risk mitigation mechanism is put in place to ensure that there is nil
or minimum impact on the Company in case any of these risks materialize.

32. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

In accordance with Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI Listing
Regulations, the Company has constituted a Whistle Blower Policy / Vigil Mechanism to
establish a vigil mechanism for the directors and employees to report genuine concerns in
such manner as may be prescribed and to report to the management instances of unethical
behaviour, actual or suspected fraud or violation of the Company's code of conduct.

33. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 ('Act') and Rules made thereunder, your Company has
assigned the responsibilities to Audit Committee.

The details of complaint pertaining to sexual harassment are provided as under:

34. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

The Company affirms that it is in full compliance with the provisions of the Maternity Benefit
Act, 1961, as amended from time to time. The Company is committed to fostering a
supportive and inclusive work environment, and ensures that all relevant policies and
practices are regularly reviewed and aligned with the applicable statutory requirements.

35. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to
regulate trading in securities by the Directors and designated employees of the Company. The
Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase
or sale of Company's shares by the Directors and the designated employees while in
possession of unpublished price sensitive information in relation to the Company and during
the period when the Trading Window is closed. The Board is responsible for implementation
of the Code. Board of Directors and the designated employees have confirmed compliance
with the Code.

The Company has adopted and amended its Code of Conduct for Prevention of Insider Trading
w.e.f. April 1, 2019 pursuant to Securities and Exchange Board of India (Prohibition of Insider
Trading) (Amendment) Regulations, 2018.

36. ANNUAL PERFORMANCE EVALUATION:

The Board carries out an annual performance evaluation of its own performance, the
directors individually as well as the evaluation of the working of its committees. The
performance of the board was evaluated by the board after seeking inputs from all the
directors on the basis of criteria such as the board composition and structure, effectiveness of
board processes, information and functioning etc. and the performance of the committees
was evaluated by the board after seeking inputs from the committee members on the basis of
criteria such as the composition of committees, effectiveness of committee meetings etc.

In a separate meeting of independent directors, performance of non-independent directors,
the chairman of the Company and the board as whole was evaluated, taking into account the
views of executive directors and non-executive directors.

The Board reviewed the performance of individual directors on the basis of criteria laid by
Nomination & Remuneration such as the contribution of the individual director to the board
and committee meetings like preparedness on the issues to be discussed, meaningful and
constructive contribution and inputs in meetings etc.

In the board meeting that followed the meeting of the independent directors, the
performance of the board, its committees, and individual directors was also discussed. The
performance evaluation of the Independent Directors was completed. The performance
evaluation of the Chairman and the Non-Independent Directors was carried out by the
Independent Directors. The Board of Directors expressed their satisfaction with the evaluation
process.

37. DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with Section 134(5) of the Companies Act, 2013 and to the best of their
knowledge and belief and according to the information and explanations obtained by them,
your Directors state that-

i. In the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;

ii. The directors had 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 31^st
March, 2025 and of the profit and loss of the company for that period;

iii. The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of Companies Act, 2013 and Rules
made thereunder for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities;

iv. The directors had prepared the annual accounts on a going concern basis;

v. The directors had laid down internal financial controls to be followed by the company
and that such internal financial controls are adequate and were operating effectively,
and

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

38. CORPORATE GOVERNANCE:

As required by the SEBI Listing Regulations, a detailed report on Corporate Governance is
given as a part of the Annual Report. The Company is in full compliance with the requirements
and disclosures that have to be made in this regard except for appointment of at least one
independent director on the board of directors of an unlisted material subsidiaries i.e. (1)
Heramec Oil & Gas (Singapore) Pte. Ltd. (2) GNRL Oil & Gas Limited. Report on Corporate
Governance is attached as ANNEXURE-V.

The Practicing Company Secretary's Certificate of the compliance with Corporate Governance
requirements by the Company is attached to the Report on Corporate Governance as
ANNEXURE-VI.

39. GENERAL SHAREHOLDER INFORMATION:

General Shareholder Information is given in Report on Corporate Governance forming part of
the Annual Report.

40. CORPORATE SOCIAL RESPONSIBILITY:

The Company is not required to constitute Corporate Social Responsibility Committee or
spend on social responsibility pursuant to section 135 of the Companies Act, 2013.

41. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Report on Management Discussion and Analysis Report as required under SEBI Listing
Regulations is included in this Report as ANNEXURE-III. Certain statements in the said report
may be forward looking. Many factors may affect the actual results, which could be different
from what the Directors envisage in terms of the future performance and outlook.

42. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES :

Disclosures pertaining to remuneration and other details as required under Section 197 (12)
of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is annexed herewith as ANNEXURE-VII.

43. LISTING OF SHARES:

The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip code No.
513536 & security id: GNRL. The Company confirms that the annual listing fee to the stock
exchange for the financial year 2025-26 has been paid.

44. RECLASSIFICATION OF PROMOTER & PROMOTER GROUP:

The Company had received requests under Regulation 31A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 from following Persons falling under
Promoter and Promoter Group category seeking re-classification from 'Promoter and
Promoter Group' Category to 'Public' Category on 05/07/2024:

The Board approved reclassification in their Board Meeting held on 10/07/2024. The
Company has made application to BSE Limited for the same on 17/07/2024. The Company
received the approval letter dated 24/12/2024 for Reclassification from the stock exchange
i.e. BSE Limited.

45. RELATED PARTY DISCLOSURE:

Related Party disclosure under regulation 34(3) read with Schedule V of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is as under:

Further, transactions if any of the Company with any person or entity belonging to the
promoter/promoter group which hold(s) 10% or more shareholding in the listed entity are
given in the notes to the Financial Statements.

46. DETAILS OF CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):

During the year under review, no Corporate Insolvency Resolution Process/ proceedings
were initiated by / against the company under Insolvency and Bankruptcy Code, 2016.

47. 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:

The disclosure is not applicable as the Company has not undertaken any one-time settlement
with the banks or financial institutions during the year.

48. INSURANCE:

All the Properties of the Company are adequately insured.

49. AGREEMENTS EFFECTING THE CONTROL OF THE COMPANY:

No agreements have been entered / executed by the parties as mentioned under clause 5A
of paragraph A of Part A of Schedule III of SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015 which, either directly or indirectly effect / impact the
Management or Control of the Company or impose any restriction or create any liability
upon the Company.

50. ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their gratitude for the generous commitment,
dedication, hard work and significant contribution made by employees at all levels in ensuring
growth of the Company. Your Directors also sincerely thank to all the stakeholders,
customers, vendors, bankers, business associates, government, other statutory bodies and
look forward to their continued assistance, co-operation and support.

Place: Ahmedabad For and on behalf of the Board

Date: 12^th July, 2025

Sd/-

Ashok C. Shah
Chairman & Director
DIN: 02467830