The Board of Directors of Gandhar Oil Refinery (India) Limited (“The Company” or “Your Company” or “Gandhar”) are pleased to present
the 34^th Annual Report on the business operations and state of affairs of the Company together with the Audited (Standalone & Consolidated)
Financial Statements of the Company for the Financial Year ended March 31, 2026.

State of the Company Affairs:

1. Financial performance:

The summary of the financial performance of the Company on a standalone & consolidated basis, for the Financial Year 2025-2026 as
compared to the previous Financial Year 2024-2025 is as follows:

The Financial Statements for the financial year ended
March 31, 2026 have been prepared in accordance with the
applicable provisions of the Companies Act 2013 (“the Act”),
Indian Accounting Standards (‘IND AS') and the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 [“SEBI Listing Regulations”].

The Board of Directors review the operations of your Company
as a whole, as one single segment. Accordingly, there are no
separate reportable segments.

2. Business Overview and state of Company’s affairs:

Performance Overview:

i. Consolidated Financials:

Revenue from Operations for the financial year 2025-26
was H 4241.18 crore, as compared to H 3896.93 crore for
financial year 2024-25.

The Other Income for the financial year 2025-26 was
H 13.42 crore as compared to H13.00 crore in the previous
year. Resultantly Total Income for the financial year 2025-

26 was H 4254.60 crore, as compared to H3909.93 crore
for financial year 2024-25.

Profit Before Tax for the financial year 2025-26 was
H180.54 crore, as compared to H 114.25 crore for
financial year 2024-25.

ii. Standalone Financials:

Revenue from Operations for the financial year 2025-26
was H 3422.56 crore, as compared to H 3160.26 crore for
financial year 2024-25.

The Other Income for the financial year 2025-26 was
H 21.44 crore as compared to H 14.85 crore in the previous
year. Resultantly Total Income for the financial year 2025¬
26 was H 3444.00 crore, as compared to H 3175.11 crore
for financial year 2024-25.

Profit Before Tax for the financial year 2025-26 was
H 180.93 crore, as compared to H 105.46 crore for
financial year 2024-25.

Further, overall Business Performance is laid below

(EBITDA=Net Profit Before Tax Depreciation and Amortisation Finance cost - OtherIncome; Finance cost Principal Repayment of Term Loan)

3. Dividend Distribution Policy:

Pursuant to the requirement of Regulation 43A of the SEBI
(Listing Obligation & Disclosure Requirements) Regulations,
2015 (the ‘Listing Regulations') the Company has formulated its
dividend distribution policy the details of which are available on
the Company's website at https://gandharoil.com/wp-content/
uploads/2023/11/10.-Dividend-declaration-policy.pdf

4. Interim dividend

The Board of Director of the company declared an Interim
Dividend of J 0.75 per Equity share of the company (i.e 37.5%
of the face value of H 2 each of equity share) for the financial
year 2025-26. Further, record date was January 30, 2026 for
determining entitlement of members to an interim dividend for
the Financial Year 2025-26.

5. Investor Education and Protection Fund:

For detailed analysis, refer para of ‘Transfer of unclaimed
/ unpaid amounts / shares to the Investor Education and
Protection Fund (IEPF)' for details on transfer of unclaimed/
unpaid amount/ shares to IEPF in Corporate Governance
Report forming part of this Annual Report.

6. Transfer to Reserves:

During the financial year under review, no amount has been
transferred to the General Reserves of the Company.

7. Annual Return:

Pursuant to Sections 92(3) and 134(3) (a) of the Companies
Act, 2013 a copy of the Annual Return as on March 31, 2026 is
available on the website of the Company and can be accessed
at https://qandharoil.com/investor-relations/annual-reports/ .

8. Share Capital:

i. Authorized Share Capital:

The Authorized Share Capital of the Company is
H30,00,00,000/- (Rupees Thirty Crores only) divided into
15,00,00,000 (Fifteen Crore) equity shares of face value of H2
/- (Rupees Two only) each as on March 31, 2026.

ii. Issued, Subscribed & Paid-up Share Capital:

The Issued, Subscribed & Paid-up Share Capital of the
Company is H19,57,59,060/- (Rupees Nineteen Crores Fifty-
Seven Lakhs Fifty-Nine Thousand and Sixty Only) fully paid
up divided into 9,78,79,530 equity shares of face value H2/-
(Rupees Two only) each as on March 31, 2026.

iii. Subsidiaries, Associates & Joint Venture:

The Company has following subsidiaries and Joint venture as
on March 31, 2026:

Subsidiaries

• Gandhar Shipping and Logistics Private Limited-Wholly
Owned Subsidiary (Under Liquidation process).

• Gandhar Lifesciences Private Limited-Wholly
Owned Subsidiary

• Texol Lubritech FZC, Sharjah-Subsidiary.

• Gandhar Foundation - Section 8 Company

• Texol Manufacturing LLC - a Stepdown subsidiary
of the Company -

• Texol Oils FZC, Sharjah-Joint Venture Company
(Liquidated w.e.f. October 17, 2025)

In addition, the Company does not have any holding company
or associate company, and no company has ceased to be its
subsidiary or joint venture during the reporting period, apart
from the entity mentioned above. The Company is currently
in the process of incorporating a new subsidiary company
in South Africa.

9. Material Subsidiaries

As on March 31, 2026, your Company had 1 (one) unlisted
material subsidiaries. Your Company has formulated a policy
for determining Material Subsidiaries. The policy on Material
Subsidiary is available on your Company's website at https://
gandharoil.com/wp-content/uploads/2023/11/5.-Policy-on-
determining-material-subsidiary.pdf

Pursuant to Section 134 of the Act read with rules made
thereunder, the details of developments at the level of
subsidiaries and joint ventures of your Company are covered in
the Management Discussion and Analysis Report, which forms
part of this Annual Report.

10. Performance of Subsidiary Companies /
Associate Companies / Joint Ventures of
the Company

A. Domestic Subsidiary

i. Gandhar Shipping and Logistics Private Limited:

During the year under review the Total income of the
Company was H0.78 Crore compared to Total income of
H 0.64 Crore in the previous year. Profit after Tax stood at
H 0.19 Crore compared to the Profit after Tax of H 0.22
Crore in the Previous Year.

ii. Gandhar Lifesciences Private Limited:

The Company got incorporated on 23^rd of August, 2024.
During the year under review the Total income of the

Company was H1.19 Crore compared to Total income of
H0.02 Crore in the previous year. Profit after Tax stood at
H 0.26 Crore compared to the Loss after Tax of H 0.01
Crore in the Previous Year.

iii. Gandhar Foundation:

During the year under review, the gross receipt of the
Company was H2.15 Crore compared to the gross receipt
of H1.29 Crore in the previous year.

B. Overseas Subsidiaries/Joint Ventures:

iv. Texol Lubritech FZC:

The Company has a subsidiary Company namely Texol
Lubritech FZC at Sharjah in which the Company has
invested in 50.10% shares. Texol Lubritech has started
its manufacturing operations in the year 2019-20. The
company is engaged in the business of manufacturing
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 Total income of the
Company was J 827.63 Crore compared to Total income
of J 758.32 Crore in the previous year. The Company has
earned profit of J 3.77 Crore compared to J 6.95 Crore in
the previous year.

v. Texol Oils FZC:

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

The Company at its Board Meeting held on September
23, 2025 has approved the closure/wound-up
of the Joint Venture company formed namely
Texol Oils FZC

vi. Texol Lubricants Manufacturing LLC

The Company has a Stepdown Subsidiary Company
namely Texol Lubricants Manufacturing LLC which was
incorporated on February 23, 2022 in the Emirate of
Ajman in the United Arab Emirates as a limited liability
company in accordance with Federal Decree-Law No.
(32) of 2021 regarding commercial companies. Texol
Lubricants Manufacturing LLC is authorized under the
provisions of its trade license to engage in the business
of grease and lubricants packaging and lubricants and
coolants manufacturing. Texol Lubritech FZC infused
funds towards subscribing to the initial share capital in
Texol Lubricants Manufacturing LLC on March 31, 2023.
Consequently, Texol Lubricants Manufacturing LLC has
been recognized as a subsidiary of Texol Lubritech FZC
with effect from March 31, 2023 in accordance with the
applicable laws and accounting standards of the UAE.

In accordance with Section 129(3) of the Act, the
Consolidated Financial Statements of the Company
has been prepared and forms part of the Annual Report.
Further, a separate statement containing the salient
features of financial statements of subsidiary in the
prescribed Form AOC-1 is enclosed to the financial
statements provided in the Annual Report

The annual accounts of the said Subsidiaries and Joint
Venture Company and other related information will be
made available to any member of the Company seeking
such information at any point of time and are also
available for inspection by any member of the Company
at the registered office of the Company and pursuant
to the provisions of Section 136 of the Act, the financial
statements of the Company, consolidated financial
statements along with relevant documents and separate
audited financial statements in respect of subsidiaries
and joint ventures, are available on the website of the
Company viz. https://gandharoil.com/investor-relations/
financial-statements/.

Pursuant to Section 134 of the Act read with rules made
thereunder, the details of developments at the level of
subsidiaries and joint ventures of your Company are
covered in the Management Discussion and Analysis
Report, which forms part of this Annual Report.

Your Company has appointed ICRA as Monitoring Agency
in terms of Regulation 41 of the Securities and Exchange
Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018 (‘SEBI ICDR Regulations'), as amended
from time to time, to monitor the utilization of IPO proceeds
and the Company has obtained monitoring reports from the
Monitoring Agency from time to time confirming no deviation
or variation in the utilization of proceeds of the IPO from the
objects stated in the Prospectus dated November 25, 2023.
The Company has submitted the statement(s) and report as
required under Regulation 32 of the SEBI LODR Regulations
to both the exchanges where the shares of the Company are
listed, namely, NSE and BSE on timely basis. The proceeds
have been fully utilized.

11. Designated person for the purpose of
declaration of beneficial interest in the shares of
the company:

Pursuant to amendment in the Rule 9 of Companies (Management
and Administration) Rules, 2014, Mrs. Binal Khosla, 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. Directors’ Responsibility Statement:

Pursuant to the requirement under Section 134(3) (C) of the
Act, the Directors hereby confirm and state that:

a. in the preparation of the annual accounts for the year
ended March 31, 2026, 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.

13. Details of status of mergers, acquisition,
expansion, modernization, diversification:

At its Board Meeting held on November 12, 2025, the Board
of Directors approved the discontinuation of the proposed

Scheme of Amalgamation of the Company's wholly owned
subsidiary, Gandhar Shipping & Logistics Private Limited,
with the Company, considering the prevailing business and
operational considerations.

The Board further approved the voluntary liquidation of
Gandhar Shipping & Logistics Private Limited under the
applicable provisions of the Insolvency and Bankruptcy Code,
2016, the Insolvency and Bankruptcy Board of India (Voluntary
Liquidation Process) Regulations, 2017, and other applicable
laws. The process of voluntary liquidation is currently ongoing.
The subsidiary is not a material subsidiary of the Company, and
the voluntary liquidation is not expected to have any material
impact on the business or consolidated financial statements of
the Company.

14. Employees’ Stock Option Plan:

Employee stock option plan is designed to enhance retention
of human talent by creating sense of ownership. It further aligns
employee's interest with success of the company.

Accordingly, the company had introduced Employee Stock
Option Plan namely Gandhar Employee Stock Option Plan
2022 (“ESOP 2022") which was ratified and approved by the
shareholders via postal ballot on 23^rd March, 2024.

Pursuant to the requirements of the Securities and Exchange
Board of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021, a certificate has been issued by
the Secretarial Auditor of the Company confirming that the
scheme has been implemented in accordance with the said
Regulations, would be placed at the website of your Company
at https://qandharoil.com/investor-relations/annual-reports/

A statement containing the relevant disclosures pursuant to
Rule 12(9) of the Companies (Share Capital and Debentures)
Rules, 2014, and Regulation 14 of the SEBI SBEB Regulations
for the financial year ended on March31, 2026 can be accessed
on the website of your Company at https://gandharoil.com/
investor-relations/company-policies/

15. 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.

16. Public Deposits:

During the financial year under review, your Company has
not accepted any deposits within the meaning of Sections 73
and 76 of the Act read with the Companies (Acceptance of
Deposits) Rules, 2014 as amended from time to time.

17. Particulars of Loans, Guarantees or Investments:

The particulars of loans given, guarantees given, investments
made and securities provided by the Company during
the financial year under review, are in compliance with the
provisions of Section 186 of the Act and the Rules made
thereunder and details are given in the Notes to the Accounts
of the Standalone Financial Statements which forms part of
the Annual Report. All the loans given by the Company to the
bodies corporate are towards business purposes.

18. Particulars of Contracts or Arrangements with
the Related Parties:

All contracts or arrangements or transactions entered during
the year with related parties were on arm's-length basis
and in the ordinary course of business and in compliance
with the applicable provisions of the Act and the SEBI
Listing Regulations. None of the contract or arrangement or
transaction with any of the related parties was in conflict with
the interest of the Company.

Further, all the transactions entered during the financial year
under review with the related parties referred to in Section 188
of the Act were in the ordinary course of the business and on
the arm's length basis and are reported /stated in the Notes to
the Accounts of the Standalone Financial Statements of the
Company which forms part of the Annual Report.

All Related Party Transactions entered into during the financial
year were in the ordinary course of business and on an arm's
length basis and were in compliance with the provisions of the
Companies Act, 2013 and Regulation 23 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015,
as applicable. There were no materially significant Related
Party Transactions entered into by the Company with its
related parties which could have had a potential conflict with
the interests of the Company. During the year under review, no
Related Party Transaction exceeded the materiality threshold

prescribed under Regulation 23 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 requiring
approval of the Members. The Company did not have any
contracts or arrangements requiring disclosure in Form AOC-
2 under Section 134(3)(h) of the Companies Act, 2013 read
with Rule 8(2) of the Companies (Accounts) Rules, 2014 during
the financial year. Accordingly, Form AOC-2 does not form
part of this Report. The disclosures as required under Indian
Accounting Standard (Ind AS) 24 - Related Party Disclosures
form part of the Notes to the Financial Statements. The Policy
on Materiality of Related Party Transactions and on dealing
with Related Party Transactions, as approved by the Board in
accordance with Regulation 23 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, is available
on the website of the Company athttps://gandharoil.com/
investor-relations/company-policies

19. Directors and Key Managerial Personnel:

As on March 31, 2026, the Board of Directors (the “Board”) of
your Company comprises of Six (06) Directors comprising of
Three (03) Executive Directors and Three (03) Independent
Directors, which includes Two (02) Independent Woman
Director. The constitution of the Board of the Company is in
accordance with requirements of Section 149 of the Act and
Regulation 17 of the Listing Regulations.

The list of Directors and Key Managerial Personnel as on March 31, 2026 are as follows:

Based on the written representations received from the
Directors, none of the Directors of the Company is disqualified
under Section 164 of the Act.

Further, None of the Directors on the Board of the Company
has been debarred or disqualified from being appointed or
continuing as director of the Company by the SEBI, Ministry of
Corporate Affairs or any other statutory authority.

All Directors are eminent individuals with proven track records,
and their detailed backgrounds are provided in the Corporate
Overview section forming part of this Annual Report.

20. Appointments and Re-appointment to the Board:

Appointments and Re-appointment to the Board:

During the financial year under review, the Board of Directors, at
its meeting held on May22,2025, approved the re-appointment
of Mr. Ramesh Parekh (DIN: 01108443) as the Managing
Director of the Company for a period of five (5) consecutive

years, commencing from September 21, 2025 and ending
on September 20, 2030 (both days inclusive). The said re¬
appointment was approved by the Members of the Company
at the Annual General Meeting held on August 12, 2025.

The Board of Directors, at its meeting held on May 22, 2025,
approved the re-appointment of Ms. Amrita Nautiyal (DIN:
00123512) as an Independent Director of the Company for a
second term of five (5) consecutive years, commencing from
August 17, 2025 and ending on August 16, 2030 (both days
inclusive). The said re-appointment was approved by the
Members of the Company at the Annual General Meeting held
on August 12, 2025.

The Board of Directors, at its meeting held on May 26, 2026,
and based on the recommendation of the Nomination and
Remuneration Committee (“NRC”), approved the appointment
and re-appointment of the following Directors. The same were
placed before the Members for approval through Postal Ballot

dated July 15, 2026. The results of the Postal Ballot shall be
declared on or before August 19, 2026.

i. Mr. Samir Parekh (DIN: 02225839) was appointed as
Vice Chairman and Joint Managing Director for a period
of five (5) consecutive years commencing from October
01^st, 2026 to September 30^th, 2031 (both days inclusive),
on the terms and conditions as set out in the Postal Ballot
Notice dated July 15, 2026

ii. Mr. Aslesh Parekh (DIN: 02225795) was appointed
as Joint Managing Director for a period of five (5)
consecutive years commencing from October 01^st, 2026
to September 30^th, 2031 (both days inclusive), on the
terms and conditions as set out in the Postal Ballot Notice
dated July 15, 2026.

iii. Mr. Jatin Dhamani was appointed as Whole-time Director
for a period of five (5) consecutive years commencing
from May 26^th, 2026 to May 25^th, 2031 (both days
inclusive), on the terms and conditions as set out in the
Postal Ballot Notice dated July 15, 2026.

iv. Mr. Santokhsingh Karamsingh Sandhu was appointed as
an Independent Director for his first term commencing
from May 26^th, 2026 to May 25^th, 2031 (both days
inclusive), on the terms and conditions as set out in the
Postal Ballot Notice dated July 15, 2026.

Further, the following director is proposed to be appointed at
the ensuing AGM, the brief details of which are mentioned in
the Notice of 34^th AGM forming part of this Annual Report:

Approval of appointment of Mr. Shyam Chandrabhan Agrawal
(DIN: 00541214) as an Independent Director of the Company
for first term of five (5) consecutive years with effect from July
22^nd, 2026 to July 21^st 2031 (both days inclusive)

21. Independent Directors:

The Company has received requisite declarations from the
Independent Directors confirming that they meet the criteria
of Independence as prescribed under Section 149 of the Act
read with the Rules framed thereunder and Regulation 16
of the Listing Regulations. The Independent Directors have
complied with the Code for Independent Directors prescribed
in Schedule IV to the Act.

The Non-Executive Directors of the Company had no pecuniary
relationship or transactions with the Company, other than sitting
fees, and reimbursement of out of pocket expenses or any profit
related commission, if any, incurred by them for the purpose
of attending meetings of the Company. The Independent
Directors have also confirmed that they have registered their
names in the data bank of Independent Directors maintained
with / by the Indian Institute of Corporate Affairs.

In the opinion of the Board, there has been no change in the
circumstances which may affect the status of Independent
Directors as an Independent Director of the Company and the
Board is satisfied with the integrity, expertise, and experience
including proficiency, in terms of Section 150 of the Act and the
Rules made thereunder.

22. Retirement by Rotation:

In accordance with the provisions of Section 152(6) of the Act
read with the rules made thereunder and in terms of Articles of
Association of the Company, Mr. Ramesh Babulal Parekh, (DIN:
01108443) Chairman & Managing Director of the Company is
liable to retire rotation at the ensuing 34^th AGM and being eligible,
offered himself for re-appointment. The Board of Directors,
on the recommendation of the Nomination and Remuneration
Committee (“NRC”) has recommended his re-appointment.

The disclosures required pursuant to Regulation 36 of the
SEBI Listing Regulations read with Secretarial Standard - 2
on General Meetings relating to the aforesaid appointment/re-
appointment of directors are given in the Notice of AGM.

23. Changes in Key Managerial Personnel:

During the year under review, Mrs. Jayshree Soni, Company
Secretary and Compliance Officer of the Company, resigned
from the said position with effect from December 9, 2025.
Subsequently, Mrs. Binal Khosla was appointed as the
Company Secretary and Compliance Officer of the Company
with effect from December 10, 2025.

24. Performance Evaluation of the Board:

Pursuant to the provisions of the Act and the SEBI Listing
Regulations, the Board of Directors has put in place a process
to formally evaluate the effectiveness of the Board, its
Committees and individual Directors. The Board works with
the Nomination and Remuneration Committee to lay down the
evaluation criteria.

The Board has carried out evaluation of its own performance,
of all the Directors individually as well as the working of its
Audit Committee, Nomination & Remuneration Committee,
Stakeholders' Relationship Committee and Risk Management
Committee of the Company for the financial year 2025-26. The
Board has devised questionnaire to evaluate the performances
of each of Executive, Non-Executive and Independent Directors
Such questions are prepared considering the business of the
Company and the expectations that the Board have from each
of the Directors. The evaluation framework for assessing the
performance of Directors comprises of the following key areas:

i. Attendance at Board Meetings and Committee Meetings;

ii. Quality of contribution to Board deliberations;

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

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

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

The Board reviewed and analyzed the responses to the
evaluation forms and accordingly completed the Board

evaluation process for financial year 2025-2026 and
expressed their satisfaction with the evaluation process.

The Independent Directors also held a separate meeting
during the financial year, to evaluate the performance of the
Board as a whole, the Non-Independent Directors and the
chairperson of the Board.

25. Board Meetings:

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

During the Financial Year under review, The Board of Directors
met Six (6) times as per the details given in the Corporate
Governance Report forming part of this Annual Report. The
intervening gap between two consecutive meetings was within
the period prescribed under the Act, the Secretarial Standards
on Board Meetings issued by the Institute of Company
Secretaries of India (ICSI) and the Listing Regulations.

26. Committee Meetings:

Further, pursuant to the Act and the SEBI Listing Regulations,
the Company has constituted various Statutory Committees.
As on March 31, 2026, the Board has constituted the following
committees / sub-committees.

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders' Relationship Committee

• Risk Management Committee

• Corporate Social Responsibility Committee

The details with respect to the composition, number of
meetings held, and terms of reference for each committee
are given in the Corporate Governance Report forming part of
this Annual Report.

27. Independent Directors’ Meeting:

Pursuant to SEBI (LODR) Third Amendment Regulations,
2024, the independent directors of top 2000 listed entities
as per market capitalization shall endeavor to hold at least
two meetings in a financial year, without the presence of non¬
independent directors and members of the management and
all the independent directors shall endeavor to be present
at such meetings.

Accordingly, Independent Directors met on August 08,
2025 and March 23, 2026, 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.

28. Familiarization Programme for Independent
Directors:

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

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

Further details of programmes conducted in the financial
year under review is available on the website of the Company
https://gandharoil.com/investor-relations/familiarization-
programme-for-id/

Please refer to the Paragraph on Familiarization Programme in
the Corporate Governance Report for detailed analysis.

29. Policy on Director’s Appointment and
Remuneration:

The Board has, pursuant to Section 178(3) of the Act and
on the recommendation of Nomination and 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-I” forming
part of this report.

30. 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

31. 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

32. Vigil Mechanism /Whistle Blower Policy:

The Company has adopted a Whistle Blower Policy and has
established the necessary vigil mechanism for Directors and
Employees in confirmation with Section 177 of the Act and
the Rules framed thereunder and Regulation 22 of the Listing
Regulations to report concerns about unethical behavior.

The Audit Committee of the Company oversees / supervise a
Vigil Mechanism / a Whistle Blower Policy of the Company.

The Company has implemented the Vigil mechanism/Whistle
Blower Policy to ensure greater transparency in all aspects
of the Company's functioning. The objective of the policy is to
build and strengthen a culture of transparency and to provide
employees with a framework for responsible and secure
reporting of improper activities. Therefore, it has built in and
set up the Vigil Mechanism, under this mechanism all the
employees and Directors of the Company are eligible to make
disclosures in relation to matters concerning the Company.
During the year under review, no person was denied access to
the Chairman of the Audit Committee.

Under the Whistle Blower Policy, confidentiality of those
reporting violation(s) is protected and they shall not be subject
to any discriminatory practices. The Policy is uploaded
on the Company's website at www.gandharoil.com and
can be accessed at https://gandharoil.com/wp-content/
uploads/2024/05/Vigil-Mechanism-Policy.pdf

33. 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/

34. Auditors & Auditor’s Reports

i. Internal Auditors:

Pursuant to the provisions of Section 138 of the Act, on the
recommendation of the Audit Committee, M/s. G. D. Singhvi &
Co., Chartered Accountants, (Firm registration No.110287W)
were re-appointed as the Internal Auditors to conduct internal
audit for the financial year 2025-2026.

ii. Statutory Auditors:

Pursuant to provisions of section 139 of the Act read with
the Companies (Audit and Auditors) Rules, 2014, M/s. KJK &
Associates., Chartered Accountants, (FRN: 112159W) Mumbai
were appointed as Statutory Auditors of the Company for the
first term of five (5) consecutive years from the financial year
01.04.2025 to 31.03.2026 till 01.04.2029 to 31.03.2030.

The Auditors' Report is annexed to the Financial Statements
and does not contain any qualifications, reservations, adverse
remarks or disclaimers and is unmodified. Further, Notes to
Accounts are self-explanatory and do not call for any comments.

iii. Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act and
the rules made thereunder, your Company has appointed
CS Vishal N Manseta, Peer Reviewed Practicing Company
Secretary (COP.: 8981 and Peer Review No.: 1584/2021) as
Secretarial Auditor of the Company to undertake Secretarial
Audit of your Company.

In addition, pursuant to 24A of the SEBI Listing Regulations,
based the recommendation of Audit Committee Board, the
board of directors appointed CS Vishal N Manseta, Peer
Reviewed Practicing Company Secretary (COP.: 8981 and Peer
Review No.: 1584/2021) as Secretarial Auditor of the Company

The Secretarial Audit Report received from CS Vishal N Manseta, Practicing Company Secretaries, Mumbai for the year ended March 31,
2026, is annexed as “Annexure IV” and forms part of this report.

iv. Cost Auditors:

Pursuant to Section 148 of the Act, read with Companies
(Cost Record and Audit) Rules, 2014 as amended from time
to time, the Company is required to audit its cost records by
a Cost Accountant. The Board of Directors of the Company
based on the recommendation of the Audit Committee,
approved the appointment of M/s. Maulin Shah & Associates,

Cost Accountant, (Firm Registration No. 101527) as the Cost
Auditors of the Company to conduct cost audit for relevant
products prescribed under the Companies (Cost Records and
Audit) Rules, 2014 for financial year 2025-2026.

The Board on recommendations of the Audit Committee
have approved the remuneration payable to the Cost Auditor,
subject to ratification of their remuneration by the Members at

this AGM. The resolution approving the above proposal is being
placed for approval of the Members in the Notice for this AGM.

35. Maintenance of the Cost Records:

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

36. Reporting of Frauds by the Auditors:

During the financial year under review, neither the Statutory
Auditors nor the Secretarial Auditors have reported to the
Audit Committee under Section 143 of the Act, any instances
of fraud committed against your Company by its officers and
employees, details of which would need to be mentioned in the
Board's Report.

37. Risk Management:

The Company recognizes that risk is an integral and inevitable
part of business and is fully committed to manage the risks in a
proactive and efficient manner. The Company has a disciplined
process for continuously assessing risks, in the internal and
external environment along with minimizing the impact of risks.
The objective of Risk Management process in the Company
is to enable value creation in an uncertain environment,
promote good governance, address stakeholder expectations
proactively and improve organizational resilience and
sustainable growth. Further details are provided in the
Management Discussion and Analysis Section forming part
of this Report.

The Board of Directors of the Company has constituted a Risk
Management Committee and designed Risk Management
Policy and Guidelines to avoid events, situations or
circumstances which may lead to negative consequences
on the Company's businesses, and is working on a structured
approach to manage uncertainty and to make use of these
in their decision making pertaining to all business divisions
and corporate functions and evaluate and monitor key risks
including strategic, operational, financial, cyber security and
compliance risks & framing, implementing, monitoring and
reviewing Risk Management plan, policies, systems and
framework of the Company.

A copy of the risk management policy is placed on the website
of the Company at www.gandharoil.com and can be accessed
at https://gandharoil.com/wp-content/uploads/2026/03/Risk-
Management-Policy-Procedures.pdf

38. 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.

39. Internal Financial Control Systems, its adequacy:

The Board has adopted the policies and procedures for
ensuring the orderly and efficient conduct of its business,
including adherence to Company Policies, safeguarding of
assets, prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records and
timely preparation of reliable financial disclosures.

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

During the year under review, no material or serious observation
has been received from the Auditors of your Company citing
inefficiency or inadequacy of such controls. An extensive
internal audit is carried out by M/s. G. D. Singhvi & Co., Chartered
Accountants and post audit reviews are also carried out to
ensure follow up on the observations made by the Auditors.

40. Corporate Social Responsibility Initiative:

A Corporate Social Responsibility Statement is a declaration
by a company that outlines its commitment to operating in an
ethical, sustainable, and socially responsible manner. Your
company by practicing corporate social responsibility desires
to create positive impact and drives enhance the society and
environment it operates in.

Further, pursuant to the provisions of Section 135 of the Act, read
with Companies (Corporate Social Responsibility) Rules, 2014,
the Company has constituted Corporate Social Responsibility
(CSR) Committee and has framed a CSR Policy. As part of
its initiatives under CSR, the Company has identified various
projects. These projects are in accordance with Schedule VII
of the Act. The Policy on Corporate Social Responsibility is
available on the website of the Company viz. https://gandharoil.
com/wp-content/uploads/2023/02/CSR-Policy.pdf
The Annual Report on CSR activities is annexed as “Annexure
II” and forms part of this report.

41. Business Responsibility and Sustainability
Report:

In accordance with the Listing Regulations, the Business
Responsibility and Sustainability Report (BRSR), describing
the initiatives taken by the Company from an Environmental,
Social and Governance (ESG) perspective is available on the
Company's website and can be accessed at https://gandharoil.
com/investor-relations/annual-reports/

The Business Responsibility and Sustainability Report
(“BRSR”) describing the initiatives taken by the Company from
an Environmental, Social and Governance (ESG) perspective
forms an integral part of this Annual Report.

42. Corporate Governance:

Your Company is fully committed to follow good Corporate
Governance practices and maintain the highest business
standards in conducting business. The Company continues

to focus on building trust with shareholders, employees,
customers, suppliers and other stakeholders based on
the principles of good corporate governance viz. integrity,
equity, consciences transparency, fairness, sound disclosure
practices, accountability and commitment to values. Your
Company is compliant with the provisions relating to
Corporate Governance.

The Report on Corporate Governance, as stipulated under
Regulation 34 of the Listing Regulations forms an integral part
of this Annual Report. The Report on Corporate Governance
also contains certain disclosures required under the Act and
the Listing Regulations as amended from time to time.

A Certificate from CS Vishal N Manseta, the Secretarial
Auditors of the Company confirming compliance to the
conditions of Corporate Governance as stipulated under
Listing Regulations, is annexed as “Annexure C” to the
Corporate Governance Report.

43. Management Discussion and Analysis Report:

As per Regulation 34 of the Listing Regulations, a separate
section on the Management Discussion and Analysis Report
(the “MDAR”) highlighting the business of your Company forms
part of the Annual Report. It inter-alia, provides details about
the economy, business performance review of the Company's
various businesses and other material developments during
the year 2025-2026.

44. Code for Prevention of Insider Trading:

Your Company has adopted a Code of Conduct to regulate,
monitor and report trading by designated persons and
their immediate relatives and a Code of Fair Disclosure to
formulate a framework and policy for disclosure of events and
occurrences that could impact price discovery in the market
for its securities as per the requirements under the Securities
and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015. The Code of Fair Disclosure has been made
available on the Company's website at https://gandharoil.com/
wp-content/uploads/2025/03/Trading-Code-of-Conduct-
by-Designated-Person.pdf

Compliance with the code of conduct is closely monitored,
and violations, if any, are reported to the Audit Committee at
regular intervals.

The Company has also maintained a structured Digital
Database(SDD) compliance with the statutory requirements.
The company ensures that the designated persons are
familiarized with Code of Conduct and appropriately trained
regarding the maintainence and compliance of SDD

45. Details of significant and material orders passed
by the regulators or courts or tribunals impacting
the going concern status and company’s
operations in future:

No significant change or material order was passed by
any regulator(s) or court(s) or tribunal(s) or any competent
Authorities which impact the going concern status and the
operations of the company in future.

46. Policy on Sexual Harassment of Women
at Workplace (Prevention, Prohibition and
Redressal) Act, 2013:

Your Company always believes in providing a safe and
harassment free workplace for every individual working in
any office of the Company through various interventions and
practices. The Company endeavors to create and provide
an environment that is free from any discrimination and
harassment including sexual harassment.

Your Company has in place a robust policy on prevention of
sexual harassment at workplace. The policy aims at prevention
of harassment of employees and lays down the guidelines for
identification, reporting and prevention of sexual harassment.
The Company has zero tolerance approach for sexual
harassment at workplace. There is an Internal Complaints
Committee (“ICC”) which is responsible for redressal of
complaints related to sexual harassment and follows the
guidelines provided in the policy.

Further, the Company did not receive any complaint of sexual
harassment during the financial year 2025-26, details of
complaints pertaining to sexual harassment that were filed,
disposed of and pending during the financial year are provided
in the Report of Corporate Governance.

47. Maternity Benefit

The Company affirms that it has duly complied with all
provisions of the Maternity Benefit Act, 1961 / the Code on
Social Security, 2020 and has extended all statutory benefits
to eligible women employees during the year.

48. Conservation of Energy, Technology Absorption
and Foreign Exchange Earning & Outgo:

The Company consciously makes all efforts to conserve energy
across its operations. In terms of the provisions of Section
134(3)(m) of the Act read with the Companies (Accounts) Rules
2014 as amended from time to time, the report on conservation
of energy, technology absorption, foreign exchange earnings
and outgo forms part of this report as “Annexure III”.

48. Material changes and commitments, if any,
affecting the financial position of the Company
occurred between the end of the financial year
to which this financial statement relates and the
date of the report:

There have been no other material changes and commitments
that occurred after the closure of financial year till the date of
report, which may affect the financial position of the Company.

49. Green Initiative:

As a responsible Corporate Citizen, the Company embraces
the ‘Green Initiative' undertaken by the Ministry of Corporate
Affairs, Government of India, enabling electronic delivery
of documents including the Annual Report and Notices to
the Shareholders at their e-mail address registered with
the Depository Participant (DPs) and Registrar and Share
Transfer Agent.

We would greatly appreciate and encourage more members
to register their email address with their Depository Participant
or the RTA / Company, to receive soft copies of the Annual
Report and other information disseminated by the Company.
Shareholders who have not registered their e-mail addresses
so far are requested to do the same. Those holding shares
in demat form can register their e-mail address with their
concerned DPs.

We invite Shareholders who haven't registered their e-mail
addresses to join this initiative and support environment
sustainability.

50. Compliance with Secretarial Standards:

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

51. The details of application made or any proceeding
is pending under the Insolvency and Bankruptcy
Code, 2016 (“IBC”) during the year along with its
status as at the end of Financial year:

There was no application made or any proceeding
pending under IBC during the financial year under review
against the Company.

52. The details of difference between amount of the
valuation done at the time of one- time settlement
and the valuation done while taking loan from
the Banks or Financial Institutions along with the
reasons thereof:

There was no instance of one-time settlement with any Bank or
Financial Institutions during the financial year under review.

53. 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.

54. Other disclosures:

Your Directors state that no disclosure or reporting is required
in respect of the following items as there were no transactions
on these matters during the financial year under review:

i) There was no revision in the financial statements
of the Company.

ii) The Company has not issued equity shares with
differential voting rights as to dividend, voting or otherwise.

iii) During the financial year under review, the company has
not issued any equity shares with differential rights as
to dividend voting or otherwise. Further, the company
has not issued any sweat equity shares during financial
year under review.

iv) There has been no failure in implementation of any
Corporate Action.

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

vi) The Managing Director and the Joint Managing Director &
CEO of the Company does not receive any remuneration
or commission from any of its subsidiaries.

vii) No alterations were approved in the Memorandum of
Articles (“MOA”) and Articles of Associations (“AOA”) of
the Company during the financial year 2025-2026.

Cautionary Statement:

Statements in this Report, particularly those which relate
to Management Discussion and Analysis as explained in a
separate Section in this Report, describing the Company's
objectives, projections, estimates and expectations may
constitute ‘forward looking statements' within the meaning
of applicable laws and regulations. Actual results might differ
materially from those either expressed or implied in the
statement depending on the circumstances.

Acknowledgement:

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

For and on behalf of the Board of Directors
Gandhar Oil Refinery (India) Limited

Sd/- Sd/-

Mr. Samir Parekh Mr. Aslesh Parekh

Place: Mumbai Vice Chairman & Joint Managing Director Joint Managing Director

Date: July 22, 2026 DIN: 02225839 DIN: 02225795