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

1. FINANCIAL RESULTS:

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

(H In Million)

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

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

i. Consolidated Financials:

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

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

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

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

ii. Standalone Financials:

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

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

Earnings before interest, tax, depreciation and amortization for the financial year 2023-24 was H2171.36 million, as compared to H2777.57 million for financial year 2022-23.

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

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

The Company does not have any Holding or Associate Company.

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

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

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

iii. Texol Oils FZC, Sharjah – Joint Venture Company

iv. Gandhar Foundation – Section 8 Company

Material Subsidiaries

As on March 31, 2024, your Company had 1 (one) unlisted material subsidiary company namely Texol Lubritech FZC. Your Company has formulated a policy for determining Material Subsidiaries. The policy on Material Subsidiary is available on your Company's website at https://gandharoil. com/wp-content/uplo a ds/20 23/11/5.-Policy-on- determining-material-subsidiary.pdf

Gandhar Shipping and Logistics Private Limited:

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

Gandhar Foundation:

The Section 8 Company got incorporated on June 05, 2023 and during the year under review, the gross receipt of the Company was H34.59 Million.

Texol Lubritech FZC:

The Company has a subsidiary Company namely Texol Lubritech FZC at Sharjah in which the Company has invested in 50.10% shares. Texol Lubritech has started its manufacturing operations in the year 2019-20. The company is engaged in the business of manufacturing speciality oils and lubricants including liquid paraffin, industrial oil and greases, transformer oils, petroleum jelly, automotive lubricants, and other petrochemical products.

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

In accordance with the Section 129(3) of the Companies Act, 2013 read with Rule 5 of Companies (Accounts of Companies) Rules, 2014, the Companyhaspreparedconsolidatedfinancial statements of the Company and all its subsidiary companies which forms part of the Annual Report. A statement containing the salient features of the financial statement of the subsidiaries of the Company in the prescribed format AOC-1 is enclosed to the financial statements provided in the Annual Report. The annual accounts of the said Subsidiaries and Joint Venture Company and other related information will be made available to any member of the Company seeking such information at any point of time and are also available for inspection by any member of the Company at the registered office of the Company.

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

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the website of the Company viz. www.gandharoil.com

Texol Oils FZC:

The Company has a Joint Venture Company namely Texol Oils FZC at Sharjah incorporated on January 11, 2023 in which the Company is holding 50% shares. The company is proposed to be engaged in the business of manufacturing and trading of Grease & Lubricants, Grease & Lubricants Blending, Beauty and Personal Care Requisites Manufacturing, Refining and Blending of Petroleum Products, Petrochemicals & Lubricants. Import / Export / Storage / Trading of Petroleum Products, Petrochemicals, Lubricants & Grease, Trading Refined Oil Products.

3. TRANSFER TO RESERVE:

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

4. INITIAL PUBLIC OFFERING:

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

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

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

5. DIVIDEND:

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

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

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the shareholders effective April 1, 2020 and the Company is required to deduct tax at source from dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.

Dividend Distribution Policy

Pursuant to the requirement of regulation 43A of the SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 (the ‘Listing Regulations') the Company has formulated its dividend distribution policy the details of which are available

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

6. BOOK CLOSURE AND RECORD DATE:

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

7. SHARE CAPITAL:

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

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

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

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

8. CREDIT RATING:

The Company's financial discipline and prudence is reflected in the strong credit ratings ascribed by rating agencies. The details of credit rating are disclosed in the Corporate Governance Report, which forms part of this Integrated Annual Report.

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

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

10. PUBLIC DEPOSITS:

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

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

11. ANNUAL RETURN:

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

Further, pursuant to amendment in the Rule 9 of Companies (Management and Administration) Rules, 2014, Ms. Jayshree Soni, Company Secretary and Compliance Officer, shall be responsible for furnishing, and extending co-operation for providing, information to the Registrar or any other authorized officer with respect to beneficial interest in shares of the company.

12. MANAGEMENT DISCUSSION AND ANALYSIS: As required under Regulation 34 read with Schedule V(B) of SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 ("SEBI Listing Regulations"), report on

Management Discussion and Analysis Report ("MD&A") is enclosed and forms a part of the Annual Report.

i) Appointments:

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

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

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

None of the Directors on the Board of the Company has been debarred or disqualified from being appointed

or continuing as Director of the Company by the SEBI, Ministry of Corporate Affairs or any other statutory authority and same forms part of Corporate Governance Report.

There was no resignation of Directors during the Financial Year.

ii) Re-Appointment:

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

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

iii) Directors retiring by rotation:

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

iv) Key Managerial Personnel:

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

? Mr. Ramesh Parekh, Chairman and Managing Director

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

? Mr. Aslesh Parekh, Joint Managing Director

? Mr. Indrajit Bhattacharyya, Chief Financial Officer, and

? Mrs. Jayshree Soni, Company Secretary & Compliance Officer.

v) Declaration by Independent Directors:

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

The Company has received declarations from all the Independent Directors of your Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)

(b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director. The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

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

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

14. COMMITTEE OF THE BOARD:

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

? Audit Committee

? Nomination and Remuneration Committee

? Stakeholders' Relationship Committee

? Risk Management Committee

? Corporate Social Responsibility Committee

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

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

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

15. MEETINGS OF THE BOARD:

The Board met on various occasions to discuss and decide on affairs, operations of the Company and to supervise and control the activities of the Company.

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

16. INDEPENDENT DIRECTORS' MEETING

The Independent Directors met on March 21, 2024, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of your Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

17. ANNUAL EVALUATION OF PERFORMANCE OF BOARD:

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

done by the entire Board of Directors, excluding the Director being evaluated. The Board works with the Nomination and Remuneration Committee to lay down the evaluation criteria.

The Board has carried out evaluation of its own performance, of all the Directors individually as well as the working of its Audit Committee, Nomination & Remuneration Committee and Stakeholders' Relationship Committee of the Company for the financial year 2023-24. The Board has devised questionnaire to evaluate the performances of each of Executive, Non-Executive and Independent Directors Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance at Board Meetings and Committee Meetings;

ii. Quality of contribution to Board deliberations;

iii. Strategic perspectives or inputs regarding future growth of Company and its performance;

iv. Providing perspectives and feedback going beyond information provided by the management.

Additionally, specific feedback was also sought on the manner in which the Chairperson, the Independent Directors and the Executive Directors of the Company discharged their respective roles.

The Board reviewed and analyzed the responses to the evaluation forms and accordingly completed the Board evaluation process for FY 2023-24 and expressed their satisfaction with the evaluation process.

18. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Independent Directors (‘IDs') inducted to the Board are provided orientation on the Company's business operations, products, organization structure as well as the Board constitution and its procedures through various programmes

/ presentations.

The IDs are also provided with an opportunity to visit the Company's plants. The Company as on date of this report has three (3) Independent Directors on its board. Details of familiarization given to the Independent Directors in the areas of business, strategy, governance, operations, safety, health, environment are available on the website of the Company.

19. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Board has, Pursuant to Section 178(3) of the Act and on the recommendation of Nomination and Compensation - cum - Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their

remuneration ("Remuneration Policy") which is available on the website of your Company at https://gandharoil.com/ wp-content/uploads/2023/02/Nomination-Remuneration- Policy.pdf

The statement containing particulars of top 10 employees and particulars of employees as required under Section 197

(12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as a separate Annexure- III forming part of this report. In terms of proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the shareholders, excluding the aforesaid Annexure. The said statement is also open for inspection. Any member interested in obtaining a copy of the same may write to the Company Secretary. None of the employees listed in the said Annexure are related to any Director of the Company.

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

Board Diversity

Your Company recognizes and embraces the importance of a diverse board in its success. The Board has adopted the Board Diversity Policy which sets out the approach to the diversity of the Board of Directors. The said Policy is available on your Company's website at https://gandharoil.com/wp- content/uploads/2023/11/3.-Policy-on-Diversity-of-Board- of-Directors.pdf .

Succession Plan

Your Company has an effective mechanism for succession planning which focuses on orderly succession of Directors, Key Management Personnel and Senior Management. The Board has adopted the Succession Planning for the Board & Senior Management and the said Policy is available on the Company's website at https://gandharoil.com/wp-content/ uploads/2023/11/11.-Policy-on-Succession-Planning-for- the-Board-_-Senior-Management.pdf

Board Policies

The details of various policies approved and adopted by the Board as required under the Act and SEBI Listing Regulations are provided on your Company's website at https:// gandharoil.com/investor-relations/company-policies/

20. DIRECTORS' RESPONSIBILITY STATEMENT:

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

a. in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b. the directors have selected such accounting policies and applied them consistently and made judgments and

estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. the directors have prepared the annual accounts on a going concern basis;

e. the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

21. CORPORATE GOVERNANCE REPORT:

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

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

22. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT:

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

i. STATUTORY AUDITORS & AUDIT REPORT:

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

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

ii. COST AUDITORS AND COST AUDIT REPORT:

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

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

iii. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:

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

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

iv. INTERNAL AUDITORS:

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

v. INTERNAL FINANCIAL CONTROL:

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Company Policies, safeguarding of assets, prevention and detection of

frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

The Audit Committee evaluates the efficiency and adequacy of financial control system in the Company, its compliance with operating systems, accounting procedures at all locations of the Company and strives to maintain a high Standard of Internal Financial Control.

24. DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITORS:

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

25. VIGIL MECHANISM POLICY//WHISTLE- BLOWER:

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards the Company encourages the employees to raise their genuine concerns without fear of criticism. The Company has implemented the Vigil mechanism/Whistle Blower Policy to ensure greater transparency in all aspects of the Company's functioning. The objective of the policy is to build and strengthen a culture of transparency and to provide employees with a framework for responsible and secure reporting of improper activities. Therefore, it has built in and set up the Vigil Mechanism, under this mechanism all the employees and Directors of the Company are eligible to make disclosures in relation to matters concerning the Company.

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

26. CORPORATE SOCIAL RESPONSIBILITY INITIATIVE:

Pursuant to the provisions of Section 135 of the Act, read with Companies (Corporate Social Responsibility) Rules, 2014, the Company has constituted Corporate Social Responsibility (CSR) Committee and has framed a CSR Policy. As part of its initiatives under CSR, the Company has identified various projects. These projects are in accordance with Schedule VII of the Act. The Policy on Corporate Social Responsibility is available on the website of the Company viz. www.gandharoil.com

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

27. EMPLOYEE STOCK OPTION SCHEME;

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

28. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and the Company complies with all the applicable provisions of the same during the year under review.

29. MAINTAINENCE OF THE COST RECORDS:

Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is required by the Company and accordingly such accounts and records are made and maintained by the Company.

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

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under.

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

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

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

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

32. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

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

33. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

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

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

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

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

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

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

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

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

36. RISK AND AREAS OF CONCERN:

The major risks faced by your Company are on account of volatility in the prices of its raw materials and foreign exchange rates. The Company has laid down a well-defined Risk Management Policy to mitigate its risks, covering the risk mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is carried out by the employees designated by Board to identify, evaluate, manage and monitor both business and non-business risk. In this regard, your Company continues to exercise prudence in its inventory control and hedging policies. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

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

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

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

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

39. INVESTOR EDUCATION AND PROTECTION FUND:

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

40. RISK MANAGEMENT:

The Company recognises that risk is an integral and inevitable part of business and is fully committed to manage the risks in a proactive and efficient manner. The Company has a disciplined process for continuously assessing risks, in the internal and external environment along with minimising the impact of risks.

The objective of Risk Management process in the Company is to enable value creation in an uncertain environment, promote good governance, address stakeholder expectations proactively and improve organisational resilience and sustainable growth.

The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company's businesses, and is working on a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions.

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

a. Green Initiative:

To support the "Green Initiative" undertaken by the Ministry of Corporate Affairs (MCA), to contribute towards a greener environment, the Company has already initiated / implemented the same since 2010-

11. As permitted, delivery of notices, documents, annual reports etc. are being sent to shareholders via electronic mode.

b. General:

No disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

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

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

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

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

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

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

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

c. Development of human resources:

Your Company promotes an open and transparent working environment to enhance teamwork and build business focus. Your Company gives equal importance to development of human resources (HR). It updates

its HR policy in line with the changing HR culture in the industry as a whole. In order to foster excellence and reward those employees who perform well, the Company has performance / production-linked incentive schemes. The Company also takes adequate steps for in-house training of employees and maintaining a safe and healthy environment.

42. ACKNOWLEDGEMENT:

The Directors convey their appreciation for the admirable performance of the Company, which has been made

possible by the sterling efforts of the employees. They have exhibited time and again their deep commitment and passion for results, which has propelled the Company to the vaunted position it enjoys today. Further, your Directors wish to place on record their appreciation for the continuous co-operation, assistance and support extended by all stakeholders, Government Authorities, Financial Institutions, Banks, Customers, Dealers, Suppliers, Consultants, Solicitors and Shareholders of the Company. In this profound journey, the Directors stand committed as ever to steer the Company towards an even more promising future.