Your Director's take pleasure in presenting before you the40th Director's Report on the business and operations ofSelan Exploration Technology Limited (hereinafter referred toas the "Company"/"Selan") along with the audited financialstatements for the financial year ended March 31, 2025.
The financial statements of your Company as on March 31,2025 are prepared in accordance with the relevant IndianAccounting Standards (Ind AS) and Regulation 33 of theSecurities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations, 2015 ("SEBIListing Regulations") and the provisions of the CompaniesAct, 2013 ("Act").
The summarized financial highlight is depicted below:
Summary of Key Financial
March 31,
Parameters
2025
2024
Description
Revenue from operations
25,807.78
16,560.14
EBITDA
15,021.92
8,343.28
Less: Finance cost
119.69
38.44
Less: Depreciation/Amortisation/Impairment Expense
5128.68
3669.66
Profit Before Tax (PBT)
9,773.55
4,635.18
Less: Tax expense
2,375.12
1,361.06
(A) Profit After Tax (PAT)
7,398.43
3,274.12
(B)Other Comprehensive Income/(loss) (OCI)
(30.13)
(18.52)
(A B) Total Comprehensive Income/(loss)
7,368.30
3,255.61
There are no material departures from the prescribed normsstipulated by the Indian Accounting Standards in preparationof the Annual Accounts. Accounting policies have beenconsistently applied except where a newly issued Indianaccounting standard or requires a change in the accountingpolicy hitherto in use. Management evaluates all recentlyissued or revised Indian accounting standards on an ongoingbasis.
The Company discloses financial results on a quarterly basiswhich are subjected to limited review and publishes auditedfinancial results on an annual basis.
The revenue from operations (Net of profit petroleum paid) forFY' 25 stood at ~INR 25,807.78 lakhs an increase of -55.84%,in comparison to -INR 16,560.14 lakhs in the previous financialyear.
EBITDA for FY'25 stood at -INR 15,021.92 lakhs, an increase by-80%, in comparison to -INR 8,343.29 lakhs in the previousfinancial year.
a. Operational Update
During the year under review, the Company continued itsstrategic focus on enhancing hydrocarbon productionthrough targeted drilling and development activitiesacross its key fields.
• The Company completed it's campaign across it'sdrilling fields adhering to the highest standards ofsafety and within estimated timeline and budget.
• Sales volumes increased by -61% in comparison toFY 2023-24.
• In Bakrol field the Company submitted a FieldDevelopment Plan (FDP) for the drilling of 10 newwells from financial year 2025-26. This plan hasbeen approved by the Directorate General ofHydrocarbons (DGH), marking a significant milestonein the Company's growth trajectory and productionenhancement strategy.
• In Karjisan Field, volume growth was led byproduction from new wells brought into productionduring the year, contributing to the expansion ofthe Company's production base. In addition, theCompany submitted the Field Development Plan &appraisal plan for the Karjisan field for the drilling ofnew wells in phased manner.
• In the Cambay field, all the relevant regulatoryapproval for transfer of Participating Interest andoperatorship were received and the transition andhandover from erstwhile operator were successfullycompleted.
Two workover wells were successfully completedwith an objective to gather data from the subsurfacezones of interest that would form bedrock for ourfuture planned drilling campaigns.
These developments reflect the Company's commitmentto maximizing value from its existing asset portfolio whilepursuing systematic exploration and appraisal efforts tounlock further potential.
b. Composite scheme of Arrangement between SelanExploration Technology Limited and AntelopusEnergy Private Limited and their respectiveshareholders and creditors
The Board of Directors of Selan Exploration TechnologyLimited, at its meeting held on November 22, 2023,approved a Composite Scheme of Arrangement underSections 230 to 232, read with Sections 66 and 52and other applicable provisions of the Companies Act,2013, for the amalgamation of Antelopus Energy PrivateLimited ("Antelopus") with and into Selan ExplorationTechnology Limited ("Selan").
Antelopus Energy Private Limited is an Explorationand Production (E&P) company focused on monetizingdiscovered and stranded hydrocarbon resources in theIndian subcontinent. Antelopus operates four contractareas-two offshore (one each on the West and Eastcoasts of India) and two onshore (located in Assam andAndhra Pradesh). These areas together have proven andprobable reserves of approximately 55 million barrels ofoil equivalent.
Strategic Rationale and Benefits of the Amalgamation:
The management of Selan believes that the proposedamalgamation will provide the following benefits:
• Inorganic Growth and Economies of Scale:
Shareholders of Selan are expected to benefit fromthe pooling of resources and enhanced scale, leadingto the creation of a stronger and more diversifiedenergy platform in India.
• Operational Synergies: With both companiesengaged in the upstream oil and gas sector, theamalgamation is expected to lead to improvedefficiencies, cost optimization and operationalsynergies.
• Portfolio Diversification: The merger will broadenSelan's asset base across multiple sedimentarybasins, both onshore and offshore, enhancingaccess to proven reserves and supporting long-termproduction growth.
• Complementary Expertise: Antelopus bringsexpertise in reservoir management and valuecreation, while Selan has a strong executiontrack record in exploration and production.Theirintegration is expected to unlock synergies and drivestakeholder value.
• Equitable Treatment of Shareholders: The proposedamalgamation ensures that all shareholders, includingpublic shareholders, are treated equitably, with nodisproportionate advantage or disadvantage to anystakeholder group.
Share Exchange Ratio:
Pursuant to the Scheme, Selan will issue and allot equityshares to the shareholders of Antelopus as follows:
• 4,287 fully paid-up equity shares of Selan for every
10.000 equity shares of INR 10/- each held in Antelopus.
10.000 Class A1 equity shares of INR 10/- each held inAntelopus.
• 18 fully paid-up equity shares of Selan for every 10,000redeemable preference shares of INR 10/- each held inAntelopus.
Regulatory Approvals and Shareholder Consent:
i. In-principle approvals were received from BSE Limitedand National Stock Exchange of India Limited on June27, 2024, for the proposed Scheme.
ii. The Hon'ble National Company Law Tribunal (NCLT),Chandigarh Bench, by order dated August 12, 2024,directed the convening of a meeting of Selan's equityshareholders to consider and approve the Scheme.
iii. The meeting was held on October 05, 2024, throughvideo conferencing with remote e-voting facility. TheScheme was approved by the requisite majority of equityshareholders.
iv. Subsequently, the second motion petition was filed withNCLT on October 15, 2024.
v. The final hearing before NCLT was held on May 08, 2025and the matter has been reserved for orders.
Upon completion, the transaction is expected to significantlyenhance Selan's growth prospects, operational scale andshareholder value through the creation of a leading anddiversified E&P entity in India.
The Board of Directors of your Company, after consideringholistically, has decided that it would be prudent to reinvestthe profits back into the business in order to generate betterreturns and hence do not recommend Dividend for the yearunder review.
During the year, an amount of INR 13,93,230 (Indian RupeesThirteen Lakhs Ninety-Three Thousand Two Hundred andThirty Only), being unclaimed dividend for the Financial Year2017-18, along with 18,485 (Eighteen Thousand Four Hundredand Eighty-Five Only) equity shares were duly transferred tothe Investor Education and Protection Fund established bythe Central Government.
In compliance with the Companies Act, 2013 ("Act") readwith Investor Education and Protection Fund Authority(Accounting, Audit, Transfer and Refund) Rules, 2016 andsubsequent amendments thereto ("IEPF Rules"), members/claimants whose shares and /or unclaimed dividend, whichhave/has been transferred to the IEPF Demat Account or theFund, as the case may be, may claim the shares or apply forrefund by making an application to the IEPF authority in webForm IEPF-5 (available on http://www.iepf.gov.in) alongwith the requisite fee as decided by the IEPF authority fromtime to time. Only one consolidated claim in a financial yearcan be filed by the Member/Claimant as per the IEPF Rules.
In compliance with the applicable provisions of the Actread with IEPF Rules, an Investor Education and ProtectionFund ("IEPF" or "Fund") has been established by the CentralGovernment whereby all unpaid or unclaimed dividends bythe members are required to be transferred by the Companyto the aforesaid Fund after completion of seven years fromthe date of dividend becoming unpaid/ unclaimed. It isfurther clarified that the shares in respect of which dividendhas not been paid to or claimed by the members for a periodof seven consecutive years or more shall also be transferredto a Demat Account created by the IEPF Authority.
The Company had sent individual notices to the concernedmembers and also advertised in the newspapers to enablethose members who have not claimed any such dividendsfor a period of seven consecutive years or more to takeappropriate action to claim their unpaid dividend amountwhich has not been claimed by them for seven consecutiveyears or more as per the provisions of the IEPF Rules.Accordingly, the Company has transferred all the unpaid orunclaimed dividend amounts to IEPF within the timelines asprovided by the Act and the IEPF Rules.
Members can visit our website at www.selanoil.com fordetails of shares/shareholders in respect of which dividendhas not been claimed. The shareholders are requested toverify their records and claim their unclaimed dividends forpast seven years, if not claimed
The Company has appointed a Nodal Officer under theprovisions of IEPF, the details of which are available onthe website of the Company at www.selanoil.com underInvestor Information section.
VI. SHARE CAPITAL
The authorized share capital of the Company as on March31, 2025 is INR 30,00,00,000 (Indian Rupees Thirty CroresOnly). As on March 31, 2025, the paid-up share capital of theCompany is INR 15,20,00,000 (Indian Rupees Fifteen Croresand Twenty Lakhs Only) divided into 1,52,00,000 (One Croreand Fifty-Two Lakhs Only) equity shares of INR 10 (IndianRupees Ten each).
a. During the year, there has been no change in the paid-up share capital of the Company. Further, during the yearunder review, the Company has not:
i. issued any shares, warrants, debentures, bonds, orany other convertible or non-convertible securities.
ii. issued any sweat equity shares to its Directors oremployees.
iii. made any change in voting rights.
iv. reduced its share capital or bought back shares.
v. changed the capital structure resulting fromrestructuring.
vi. failed to implement any corporate action.
b. The Company's securities were not suspended fortrading during the year.
c. The disclosure pertaining to explanation for anydeviation or variation in connection with certain terms ofa public issue, rights issue, preferential issue, etc. is notapplicable to the Company.
Year
Amount
Due date for transfer of unclaimed/unpaid amount of Dividend to IEPF
2018-19
11,62,940
January 30, 2026
2019-20
11,82,250
March 10, 2027
2020-21
9,48,605
March 22, 2028
2021-22
9,81,180
March 12, 2029
The Board of Directors of the Company is validly constitutedand as on March 31, 2025, comprised of 6 Directors as follows:
S.
No.
Name of the Director(s)
Designation
Category
1.
Mr. Suniti Kumar Bhat
Managing Director
Executive
2.
Mr. Siva KumarPothepalli
Whole TimeDirector
3.
Ms. Vishruta Kaul
Independent
Director
Non¬
4.
Mr. Manjit Singh
5.
Mr. Raman Singh Sidhu
6.
Mr. Baikuntha NathTalukdar
During the year under review, there has been no change inthe composition of the Board of Directors of the Company.
The Company has received necessary declarations from allthe Independent Directors confirming that they meet thecriteria of independence as prescribed under the Act and SEBIListing Regulations. The above declarations have been takenon record. The Independent Directors of the Company havealso registered themselves in the data bank with the IndianInstitute of Corporate Affairs and confirmed compliance ofrelevant provisions of Rule 6 of the Companies (Appointmentand Qualifications of Directors) Rules, 2014.
Further, all the Independent Directors of the Company havealso complied with the Code for Independent Directorsprescribed in Schedule IV of the Act.
The Board is of the opinion that all the Independent Directorsof the Company possess requisite qualifications, skills,experience and expertise and they hold highest standards ofintegrity as well as they are independent of the Managementof the Company.
Pursuant to Section 203 of the Act and the Rules madethereunder, following were the Key Managerial Personnel ofthe Company as on March 31, 2025.
Name
Date ofappointment
June 30,2022
December 23,2022
Mr. Raajeev Tirupati
Chief FinancialOfficer
Ms. Yogita
CompanySecretary &Compliance Officer
July 01, 2022
During the year under review, there has been no change inthe Key Managerial Personnel.
a. Statutory Auditors
V.Sankar Aiyar & Co., Chartered Accountants,(FRN:109208W), were appointed as Statutory Auditorsof the Company from the conclusion of the 37th AnnualGeneral Meeting held on September 15, 2022 until theconclusion of the 42nd Annual General Meeting of theCompany.
The Statutory Auditors Report does not contain anyqualification or adverse remark hence does not requireany clarification or explanation.
b. Secretarial Auditors
Section 204 of the Act, inter alia, requires every listedcompany to annex to its Board's report, a SecretarialAudit Report, given in the prescribed form, by a CompanySecretary in practice.
The Board had appointed Nityanand Singh & Co. (ICSIMembership No. 2668 and Certificate of PracticeNo. 2388), Practicing Company Secretaries, as theSecretarial Auditor to conduct Secretarial Audit of theCompany for the FY' 25 and their Report is annexed tothis report (Annexure-I). There are no qualifications,observations, adverse remark or disclaimer in the saidReport and hence does not require any clarification orexplanation.
Further, pursuant to the provisions of Regulation24A & other applicable provisions of the SEBI ListingRegulations read with Section 204 read with Rule 9 ofthe Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014, the Audit Committeeand the Board of Directors at their respective meetingsheld on May 09, 2025 have approved & recommendedfor approval of Members, appointment of M/s NityanandSingh & Co. (ICSI Membership No. 2668 and Certificateof Practice No. 2388), Practicing Company Secretaries as Secretarial Auditors for a term of upto 5 (Five)consecutive years, to hold office from April 1, 2025 uptoMarch 31, 2030.
A detailed proposal for appointment of Secretarial auditorforms part of the Notice convening this AGM.
c. Cost Auditors
In terms of Section 148 of the Act, the Company isrequired to maintain cost records and have the audit ofits cost records conducted by a Cost Accountant. Costrecords are prepared and maintained by the Company asrequired under Section 148(1) of the Act.
The Board of Directors of the Company has, on therecommendation of the Audit Committee, approvedthe appointment of Mr. R. Krishnan, Cost Accountant(Membership No. 7799) as the Cost Auditor of theCompany for the year ending March 31, 2025. Mr. R.Krishnan has vast experience in the field of cost auditand has been conducting the audit of the cost records ofthe Company for the past several years.
The Cost Audit for the FY'25 was carried out by Mr. R.Krishnan. There were no qualifications, reservations,adverse remarks reported by the Auditors in their CostAudit Report and hence does not require any clarificationor explanation.
In accordance with the provisions of Section 148(3) ofthe Act read with Rule 14 of the Companies (Audit andAuditors) Rules, 2014, as amended, the remunerationof INR 1,30,000 (Indian Rupees One Lakh and ThirtyThousand Only) per annum plus applicable taxes andreimbursement of out-of-pocket expenses payableto the Cost Auditors for conducting cost audit of theCompany for the FY'26 as recommended by the AuditCommittee and approved by the Board and has to beratified by the Members of the Company. The same isplaced for ratification of Members and forms part of theNotice of the ensuing AGM.
d. Internal Auditor
In compliance with the provisions of Section 138 of theCompanies Act, 2013, J.A. Martins (FRN: 010860N),Chartered Accountants, were appointed as InternalAuditors for the Financial Year' 25 to conduct the internalaudit of the functions and activities of the Company.Their Report to the Chairman of the Audit Committeehad been submitted and this was further reviewed by theManagement and had been taken on record.
e. Reporting of Fraud
During the year under review, the Statutory Auditors,Cost Auditors and Secretarial Auditors have not reportedany instances of frauds committed in the Company byits officers or employees to the Audit Committee underSection 143(12) of the Act.
The Company has adopted a Vigil Mechanism/Whistler BlowerPolicy to provide a formal mechanism for the Directors andemployees to report their concerns about unethical behavior,actual or suspected fraud or violation of the Company'sCode of Conduct or Policy. This Policy provides for adequatesafeguards against victimization of employees who availthe mechanism and also provides for direct access to theAudit Committee in appropriate cases. It is affirmed that nopersonnel of the Company have been denied access to theAudit Committee. The policy can be viewed on the Company'swebsite at https://www.selanoil.com/wp-content/uploads/2023/09/Whistle-Blower-Policy.pdf.
The Committee has adopted a Charter for its functioning.The primary objective of the Committee is to monitor andprovide effective supervision of the Management's financialreporting process, to ensure accurate and timely disclosures,with the highest levels of transparency, integrity and qualityof financial reporting.
The Committee comprises of Mr. Manjit Singh, Mr. SunitiKumar Bhat, Ms. Vishruta Kaul, Mr. Raman Singh Sidhu andMr. Baikuntha Nath Talukdar. Mr. Manjit Singh is the Chairmanof the committee during the financial year.
Having adequate financial and accounting knowledge Mr.Manjit Singh ensured compliance with the internal financialcontrol systems and devised appropriate systems andframeworks aligned with the business requirements. TheCommittee met Four times during the year under review,the details of which are given in the Corporate GovernanceReport.
During the year under review, there were no instances whenthe recommendations of the Audit Committee were notaccepted by the Board.
XIII. FRAMEWORK FOR THE APPOINTMENT,REMUNERATION AND PERFORMANCEEVALUATION OF THE BOARD, ITSCOMMITTEES AND INDIVIDUAL DIRECTORS
The Board of Directors of the Company are committedto assessing its own performance as a Board in order toidentify its strengths and areas in which it may improve itsfunctioning. To that end, the Nomination and RemunerationCommittee has established processes for performanceevaluation of Independent Directors, the Board and theCommittees of the Board. Pursuant to the provisions of theAct, the Board as a whole and Independent Directors hascarried out an annual evaluation of its own performance,performance of its Committees as well as the directorsindividually (including the Chairman and IndependentDirectors). Details of the evaluation mechanism are providedin the Corporate Governance Report enclosed as Annexure IIto this Report.
The Board has, on the recommendation of the Nominationand Remuneration Committee framed a policy for selectionand appointment of Directors, Senior Management and theirremuneration ('NRC Policy'). The NRC Policy of the Companyincludes criteria for determining qualifications, positiveattributes and independence of a director and policy relatingto the remuneration of Directors, Key Managerial Personneland other employees and is framed with the object ofattracting, retaining and motivating talent which is requiredto run the Company successfully.
Further, the Policy on Board Diversity and the NRC Policyof the Company can be accessed at Company's website athttps://www.selanoil.com/wp-content/uploads/2023/09/Board-Diversity-Policy.pdf and https://www.selanoil.com/wp-content/uploads/2024/11/Nomination-and-Remuneration-Policy.pdf respectively. During the year underreview, there was no change carried out in the policy.
XIV. INTERNAL FINANCIAL CONTROLS
The Company has an Internal Control System, commensuratewith the size, scale and complexity of its operations. TheCompany had documented a comprehensive Internal Controlsystem for all the major processes to ensure reliability offinancial reporting, timely feedback on achievement ofoperational and strategic goals, compliance with the policies,procedures, laws and regulations, safeguarding of assets andeconomical and efficient use of resources. The formalisedsystem of control facilitates effective compliance as perrelevant provisions of the Act and other applicable law(s).
XV. CEO / CFO CERTIFICATION
Mr. Suniti Kumar Bhat, Managing Director and Mr. RaajeevTirupati, Chief Financial Officer of the Company have certifiedto the Board that all the requirements of the SEBI ListingRegulations, inter- alia, dealing with the review of FinancialStatements and Cash Flow Statement for the year endedMarch 31, 2025, transactions entered into by the Companyduring the said year, their responsibility for establishing andmaintaining internal control systems for financial reportingand evaluation of the effectiveness of the internal controlsystems and making of necessary disclosures to the Auditorsand the Audit Committee have been duly complied with.
XVI. CORPORATE SOCIAL RESPONSIBILITY
Selan as a responsible Corporate is committed to drivingsocietal progress, while fulfilling its business objectives.The Company committed to conduct business with a strongenvironmental conscience, so as to ensure sustainabledevelopment, safe work places and enrichment of life of itsemployees, clients and the community. The Company has inplace a CSR Policy in line with the Act and Schedule VII of theAct and is available at the Company's website at https://www.selanoil.com/wp-content/uploads/2024/06/Corporate-Social-Responsibility-Policy.pdf. The CSR Committeeconfirms that the implementation and monitoring of the CSRPolicy was done in compliance with the CSR objectives andPolicy of the Company.
During the year under review, no change was carried out inthe policy.
Brief details about the CSR Committee composition and CSRPolicy developed and implemented by the Company on CSRinitiatives taken during the year along with other requisitedetails are given in Annexure III to this Report.
XVII. BUSINESS RISK MANAGEMENT
Risk can be viewed as a combination of the probability ofan event occurring, the impact of its consequence and thecurrent mitigation effectiveness. Events with a negativeimpact represent risks that can prevent value creation orerode existing value.
Although pursuant to the SEBI Listing Regulations,formulation of a Risk Management Committee and policy isapplicable on top 1000 listed companies and the Companydoesn't fall under the said category, but it has adoptedthe same as a good governance practice. The Board hasconstituted a Risk Management Committee to review,identify, evaluate and monitor both business and non¬business-related risks and take requisite action to mitigatethe same through a properly defined framework.
The Company has framed a Risk Management Policy to identifyand assess the risk areas, monitor and report compliance andeffectiveness of the policy. The Risk Management policy isavailable on the website of the Company at www.selanoil.com . A detailed exercise is being carried out regularly toidentify, evaluate, manage and monitor both business andnon-business risks. The policy seeks to create transparency,minimize adverse impact on the business objectives andenhance the Company's competitive advantage. TheRisk Management Policy defines the risk managementapproach across the enterprise at various levels includingdocumentation and reporting and contains the details foridentification of elements of risk, if any, which in the opinionof the Board may threaten the existence of the Company.
XVIII. LEGAL COMPLIANCES MANAGEMENT
The Compliance function independently tracks, reviews andensures compliance with regulatory and statutory laws andpromotes compliance culture in the Company. We track andmonitor compliance details on compliance portal which isupdated in a timely manner.
The compliance report is also provided regularly to seniormanagement and to the Board of Directors by the compliancefunction. This regular reporting facilitates in operating aneffective compliance management system that allows forkeen monitoring of the compliance status with respectto applicable laws and regulations and keeps the Boardinformed in case of any amendments in existing laws andregulations. This also provides a robust governance structureand a streamlined reporting system that ensures cohesivecompliance reporting to the Board.
The compliance certificate is presented to the Board on aquarterly basis. The compliance certificates are presented bythe Compliance Department and independently reviewed bySenior Management, allowing for robust and effective insightinto the compliance practices.
XIX. M ATE RIAL CHANGES AND COMMITMENTSAFFECTING FINANCIAL POSITIONBETWEEN THE END OF THE FINANCIALYEAR AND DATE OF THE REPORT
No material changes and commitments, which could affectthe Company's financial position have occurred betweenthe end of the financial year of the Company and date of thisReport, in terms of section 134(3)(l) of the Companies Act,2013.
XX. FINANCIAL STATEMENTS
The Ministry of Corporate Affairs and SEBI has provided severalrelaxations, in view of difficulties faced by the Companies, onaccount of threat posed by Covid-19. Pursuant to GeneralCircular Nos. 14/2020 dated April 08, 2020; 17/2020 datedApril 13, 2020; 22/2020 dated June 15, 2020; 33/2020 datedSeptember 28, 2020, 39/2020 dated December 31, 2020,10/2021 dated June 23, 2021, 20/2021 dated December08, 2021, 03/2022 dated May 05, 2022, 09/2023 datedSeptember 25, 2023 and 09/2024 dated September 19, 2024issued by the Ministry of Corporate Affairs, the Company shallnot be dispatching physical copies of Financial Statementsand the Annual Report shall be sent only by email to theMembers.
The financial statements of the Company are prepared inaccordance with Indian Accounting Standards (Ind AS), dulyaudited by Statutory Auditors, also forms part of this AnnualReport.
XXI. AMOUNT TRANSFERRED TO GENERALRESERVE
No amount is being proposed to be transferred to the reservesout of profits for FY' 25.
XXII. CHANGE IN NATURE OF BUSINESS, IF ANY.
There is no change in the nature of business of the Companyduring the FY' 25.
XXIII. CORPORATE GOVERNANCE
Pursuant to the SEBI Listing Regulations, Report onCorporate Governance for the year under review, is presentedin a separate section. A certificate from M/s. V. Sankar Aiyar& Co., Chartered Accountants, Statutory Auditors of theCompany, confirming compliance of conditions of CorporateGovernance, as stipulated under the SEBI Listing Regulations,is annexed to this report.
A Report on Corporate Governance including a certificatethereon is presented in a separate section forming part ofthis Report and enclosed as Annexure II.
XXIV. CONTRACTS OR ARRANGEMENTS WITHRELATED PARTIES
In line with the requirements of the Act and the SEBIListing Regulations, the Company has formulated a Policyon Related Party Transactions. The Policy can be accessedon the Company's website at https://www.selanoil.com/wp-content/uploads/2025/05/Related-Party-Transactions-Policy.pdf
During the year under review, all related party transactionsentered into by the Company, were approved by theAudit Committee and were at arm's length. Prior omnibusapproval is obtained for related party transactions whichare of repetitive nature and entered in the ordinary courseof business and on an arm's length basis. Particulars ofcontracts or arrangements with related parties as requiredunder Section 134(3)(h) of the Act in the prescribed FormAOC-2 are enclosed as Annexure-IV to the Directors' Report.
Details of related party transactions entered into by theCompany, in terms of Ind AS-24 have been disclosed in thenotes to the financial statements forming part of this Report.
XXV. PARTICULARS OF LOANS, GUARANTEESOR INVESTMENTS
Details of Loans, Guarantees and Investments under Section186 of the Act, are provided in Note no. 12 to the FinancialStatements forming part of this Annual Report for FinancialYear ended March 31, 2025.
XXVI. SUBSIDIARIES, ASSOCIATES AND JOINTVENTURES
The Company does not have any subsidiary/joint ventures orassociate companies as on March 31, 2025.
Further no Company/entity has become or ceased to beits subsidiary or Joint venture or associate during the yearunder review.
XXVII. DISCLOSURE REGARDING PREVENTIONOF SEXUAL HARASSMENT ATWORKPLACE
The Company has zero tolerance for sexual harassmentat workplace and has adopted a Policy on prevention,prohibition and redressal of sexual harassment at workplacein line with the provisions of the Sexual Harassment of Womenat Workplace (Prevention, Prohibition and Redressal) Act,2013 and the Rules framed thereunder for prevention andredressal of complaints of sexual harassment at workplace.The Company, as an equal opportunity employer hasendeavored to encourage professionals by creating properpolicies to address issues relating to safe and proper workingconditions and create and maintain a healthy and conducivework environment that is free from any discrimination. Thisincludes discrimination on any basis, including gender, aswell as any form of sexual harassment.
During the period under review, the Company had received nocomplaints of harassment and no complaints were pendingto be resolved as on March 31, 2025.
Your Company has constituted Internal ComplaintsCommittee (ICC) for various business divisions and offices, asper the requirements of the Sexual Harassment of Women atWorkplace (Prevention, Prohibition and Redressal) Act, 2013.
XXVIII. PARTICULARS OF CONSERVATION OFENERGY, TECHNOLOGY ABSORPTIONAND FOREIGN EXCHANGE EARNINGSAND OUTGO
The particulars of conservation of energy, technologyabsorption and foreign exchange earnings and outgo asprescribed under Section 134(3)(m) of the Act read withRule 8 of the Companies (Accounts) Rules, are enclosed asAnnexure V to this Report.
In terms of provisions of section 197(12) of the Act read withRule 5 of the Companies (Appointment and Remunerationof Managerial Personnel) Rules, 2014 as amended, theinformation relating to the disclosures pertaining toemployees of the Company, is provided in Annexure VI tothis Report.
Details of employees' remuneration under Rule 5(2) & 5(3) ofthe Companies (Appointment & Remuneration of ManagerialPersonnel) Rules, 2014 is provided in Annexure to thisReport. In terms of the second proviso to Section 136(1) ofthe Act and the rules made thereunder, the Board's Report isbeing sent to the members without the aforesaid Annexure.Members who are interested in obtaining copy of the samemay send an e-mail at investors@selanoil.com
The Board meets at regular intervals to discuss businessperformance. During the financial year ended March 31,2025, the Board of Directors met Four times on May 06,2024, July 31, 2024, October 29, 2024 and February 07, 2025,respectively.
The intervening gap between the meetings was within theperiod prescribed under the Act.
Number of Board meeting attended by each Director duringthe period under review are as under:
Name of the Director
Number of Board meetingsattended held during the periodApril 01, 2024 to March 31, 2025.
Held
Entitledto attend
Attended
4
Mr. Siva Kumar Pothepalli
3
2
Mr. Baikuntha Nath Talukdar
During the year, your Company had Selan EmployeesStock Option Scheme 2022 ('ESOP Scheme'), which are incompliance with the Act and SEBI (Share Based EmployeeBenefits and Sweat Equity) Regulations,
2021 and the disclosures relating to the ESOP Schemeas required under the abovementioned SEBI Regulationsare available on the Company's website at https://www.selanoil.com/wp-content/uploads/2025/04/Selan-ESOP-Scheme.pdf
The certificate of Secretarial Auditor confirming complianceof the ESOP Schemes with the Act and abovementionedSEBI Regulations has been uploaded on the website of theCompany at https://www.selanoil.com/wp-content/uploads/2025/08/ESOP-Compliance-CertificateReg-13.pdf
In addition, the disclosure pursuant to Rule 12(9) of theCompanies (Share Capital and Debentures) Rules, 2014and Regulation 14 of the Securities and Exchange Board ofIndia (Share Based Employee Benefits and Sweat Equity)Regulations, 2021 ("SEBI SBEB Regulations") as at March 31,2025 is given in Annexure VII to this Report.
Pursuant to provisions of Section 134(3)(c) and Section134(5) of the Act, your Directors state that:
a. In the preparation of the annual accounts for thefinancial year ended March 31, 2025, the applicableaccounting standards read with requirements set outunder Schedule III to the Act, have been followed andthere are no material departures from the same.
b. They have selected such accounting policies and appliedthem consistently and made judgements and estimatesthat are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as atMarch 31, 2025 and of the profit of the Company for theyear April 01, 2024 to March 31, 2025.
c. They have taken proper and sufficient care forthe maintenance of adequate accounting recordsin accordance with the provisions of the Act forsafeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities.
d. They have prepared the annual accounts on a goingconcern basis.
e. They have laid down internal financial controls to befollowed by the Company and that such internal financialcontrols are adequate and are operating effectively.
f. They have devised proper systems to ensure compliancewith the provisions of all applicable laws and that suchsystems are adequate and operating effectively.
Your Director's state that no disclosure or reporting isrequired in respect of the following items as there were notransactions on these items during the year under review:
a. The Company has not accepted any deposits from thepublic or otherwise in terms of Chapter V of the Act readwith Companies (Acceptance of Deposit) Rules, 2014 andas such, no amount on account of principal or interest ondeposits from public was outstanding as on the date ofBalance Sheet.
b. No significant or material orders were passed by theRegulators or Courts or Tribunals which have an impacton the going concern status and Company's operationsin future.
c. The Company has not made any one-time settlement inrespect of any loan from Banks or Financial Institutions,hence, no details of difference between amount of thevaluation done at the time of one-time settlement andthe valuation done while taking loan from the Banks orFinancial Institutions along with the reasons thereof, arerequired to be given.
d. No application has been made or any proceeding inrelation to the Company are pending under the Insolvencyand Bankruptcy Code, 2016 (31 of 2016) during the yearunder review.
Your Directors confirm that the Secretarial Standard -1, onMeetings of Board of Directors & Secretarial Standard - 2on General Meetings, issued by the Institute of CompanySecretaries of India, have been duly complied with.
The Annual Return of the Company as on March 31, 2025in Form MGT-7 in accordance with Section 92(3) read withSection 134(3)(a) of the Act and the Companies (Managementand Administration) Rules, 2014, is available on the website ofthe Company at https://www.selanoil.com/wp-content/uploads/2025/06/Form MGT 7 2024-25.pdf.
The Company is fully committed to the Health, Safety,Security of the Employees, Contractors and the otherstakeholders and protect the Environment in and around theareas of our operations. It forms the core value to the way wework. Policies and standards are also in place for effectiveimplementation of Health, Safety, Security and Environment.
The Board and the Management understand the need forsustainable development and are committed to achievethis goal, by laying strict emphasis on compliance withall legislations and statutory requirements and to adoptglobal best practices. This includes the health and safety ofemployees, contractors an d the local communities, wherethe company operates.
Accordingly, the leadership stays focused on a zero-harm culture across the organisation and strong focus ismaintained on safety during project planning/executionstage. The management assesses and monitors the healthand safety track record and performance of all serviceproviders and contractors, both before and after the awardof contracts to achieve the common objective of safeoperations, Further, the Company has also empowered all itsemployees and contractors to stop work immediately in anysituation where it is considered unsafe to work.
In FY'25, we continued to make positive headway in a yearfull of opportunities and challenges and have attracteddiverse, skilled, educated, and certified people from acrossthe country.
The management is excited to take Selan forward on itsjourney to deliver the best from its assets and create valueadded growth.
Selan has formulated an Insider Trading Policy for Directorsand employees in compliance with the SEBI (Prohibition ofInsider Trading) Regulations, 2015. The policy lays downguidelines which advises the insiders on procedures to befollowed and disclosures to be made, while dealing with theCompany's securities. The policy clearly specifies, amongother matters, that "Designated Persons" including Directorsof the Company can trade in the Company's securities
only when the 'Trading Window' is open. The trading windowis closed during the time of declaration of financial results,dividend and other important events as mentioned in thepolicy. The Insider Trading code for Regulation of Trading byinsiders is available on our website at https://www.selanoil.com/wp-content/uploads/2025/04/Insider-Trading-Code.pdf
In accordance with the Securities and Exchange Board ofIndia (Prohibition of Insider Trading) Regulations, 2015, asamended, the Company has customized a secure InsiderTrading Compliance Tool which is maintained in house toprohibit insider trading activity. The Company has in placea structured digital database wherein details of personswith whom UPSI is shared on a need to know basis andfor legitimate business purposes is maintained with timestamping and audit trails to ensure non-tampering of thedatabase.
The Company aims to continue to maintain production levelsfrom core fields which forms the foundation for growth.
Bring on production newer fields in the portfolio, to realizeown vision of creating mid sized energy company.
Your Directors would like to express their appreciation forthe assistance and co-operation received from the financialinstitutions, banks, Government authorities, customers,vendors and shareholders during the year under review. YourDirectors place on record their deep sense of appreciation tothe contributions made by the employees through their hardwork, dedication, competence, support and co-operationtowards the progress of your Company.
The Company would like to convey deepest appreciation to theMinistry of Petroleum and Natural Gas (MoPNG), DirectorateGeneral of Hydrocarbons (DGH), Ministry of Environmentand Forests (MoEF) and the Government of India for theircontinuous support, cooperation and guidance.
For and on behalf of the BoardPlace : Gurgaon Suniti Kumar Bhat
Date : May 09, 2025 Chairman
DIN: 08237399