|
Dear Members,
Your Directors have pleasure in presenting the 35th Annual
Report on the business and operations of the Company and the Audited Accounts for the
Financial Year ended 31st March, 2026.
1. FINANCIAL SUMMARY/ HIGHLIGHTS OF PERFORMANCE OF
THE COMPANY:
(Rs. in Lakh)
| Particulars |
Standalone |
Consolidated |
|
Year ended 31/03/2026 |
Year ended 31/03/2025 |
Year ended 31/03/2026 |
Year ended 31/03/2025 |
| Sales & Other Income |
1688.49 |
314.68 |
4001.28 |
2283.49 |
| Expenditure |
549.83 |
290.72 |
2652.43 |
2724.58 |
| Exceptional Items |
0.00 |
0.00 |
0.00 |
0.00 |
| Profit Before Depreciation, Extraordinary
Items and Tax |
1138.93 |
24.03 |
1987.45 |
79.27 |
| Depreciation & Amortisation expense |
0.27 |
0.08 |
638.60 |
520.36 |
| Extraordinary Items |
0.00 |
0.00 |
0.00 |
0.00 |
| Current Tax/ Interest on Income Tax/ Deferred
Tax/ Excess Provision of Income Tax |
296.02 |
5.91 |
63.52 |
5.73 |
| Deferred Tax Assets/ Liabilities |
0.03 |
(0.32) |
296.02 |
(70.79) |
| Net Profit/ (Loss) for the year |
842.61 |
18.36 |
989.31 |
(376.03) |
The Company has prepared the Standalone and Consolidated Financial
Statements in accordance with the Companies (Indian Accounting Standards) Rules, 2015
prescribed under Section 133 of the Companies Act, 2013.
2. DIVIDEND:
Taking a conservative approach on account of current year's
performance, the Board has decided not to recommend any dividend for the F.Y. 2025-26.
3. SHARE CAPITAL:
The Authorized Share Capital of the Company is Rs. 1,65,00,00,000/-
divided into 16,50,00,000 Equity Shares of Rs. 10/- each.
During the year under review, the paid up share capital of the company
increased from Rs. Rs. 1,28,40,26,320/- divided into 12,84,02,632 Equity Shares of Rs.
10/- each to Rs. 153,40,26,320/- divided into 15,34,02,632 Equity Shares of Rs. 10/- each,
pursuant to the allotment of 2,50,00,000 equity shares on conversion of equity warrants.
4. STOCK-SPLIT:
The Board of Directors of the Company in their Board Meeting held on 14th
August, 2026 approved alteration in capital of the Company by Split/Sub-division of 1
(One) Equity Share of the Company having face value of Rs. 10/- each into 10 (Ten) Equity
Shares of the Company having face value of Re. 1/- each, subject to approval of members in
ensuing Annual General Meeting.
Consequently, Clause V of the capital clause of the Memorandum of
Association of the Company shall stand substituted as follows:
"The Authorised Share Capital of the Company is Rs.
1,65,00,00,000/- (Rupees One Hundred Sixty Five Crores only) divided into 1650000000 (One
Hundred Sixty Five Crores) Equity Shares of Re. 1/- (Rupee One) each."
5. PREFERENTIAL ISSUE OF WARRANTS CONVERTIBLE INTO
EQUITY SHARES:
The Board of Directors of the Company in their meeting held on
24/02/2025, approved issue and allotment of 3,50,00,000 equity warrants convertible into
equity shares to the following non-promoters (public):
| Sr.
No. |
Name of Allottees |
Number of
Shares
Allotted |
Category |
| 1. |
Shanti Fuelpetro Chemtech Private Limited |
10000000 |
Non-Promoter |
| 2. |
JA Spaces LLP |
15000000 |
Non-Promoter |
| 3. |
Vansh Ravi Agrawal |
10000000 |
Non-Promoter |
|
Total |
35000000 |
|
The members of the Company in their Extra-Ordinary General Meeting held
on 26/03/2025 approved issue of upto 35000000 warrants convertible into equity shares at
an issue price of Rs. 21.70/- each. Further, the Board of Directors in their meeting held
on 26/05/2025 approved allotment of convertible warrants to the following upon receipt of
upfront amount per warrant (25% of issue price)
| Sr.
No. |
Name of Allottees |
No. of Warrants allotted |
Upfront Amount received per warrants (in
Rs.) (25% of Issue Price i.e. Rs. 21.70/-) |
Total consideration received against
warrants (in Rs.) |
| 1. |
Vansh Ravi Agrawal |
1,00,00,000 |
5.425/- |
5,42,50,000 |
| 2. |
JA Spaces LLP |
1,50,00,000 |
5.425/- |
8,13,75,000 |
Further, the Board of Directors in their meeting held on 29/05/2025
took note that that one of the proposed allottee of the preferential issue of convertible
warrants i.e. Shanti Fuelpetro Chemtech Private Limited who was offered 1,00,00,000
Convertible Warrants has stated its intention not to subscribe to the issue. As a result,
no allotment shall be made to it, and the total proceeds from the issue revised
accordingly.
The table below presents the comparison between the originally proposed
and revised fund allocation across the identified objects:
| Sr. No. |
Object of the Issue |
Proposed Amount (Rs. In Crore) |
Revised Amount (Rs. In Crore) |
| 1. |
Funding working capital requirements/ oil
drilling activities. |
35.00 |
35.00 |
| 2. |
Funding expenditure for proposed Solar/ Wind/
Hybrid Project(s). |
20.00 |
Omitted |
| 3. |
Purchase of Corporate House. |
15.00 |
15.00 |
| 4. |
Funding expenditure for General corporate
purposes |
5.95 |
4.25 |
|
Total |
75.95 |
54.25 |
Further, the Board of Directors of the Company in their meeting held on
01/11/2025, approved allotment of 2,50,00,000 Equity shares upon exercising of option by
the allottees for conversion of warrants into equity shares and payment of remaining 75%
of exercise price accordingly:
| Sr.
No. |
Name of Allottees |
No. of Equity Shares allotted |
balance 75% of Issue Price of Rs. 21.70/- |
Total consideration received against Equity
Shares (in Rs.) |
| 1. |
Vansh Ravi Agrawal |
1,00,00,000 |
16.275/- |
16,27,50,000/- |
| 2. |
JA Spaces LLP |
1,50,00,000 |
16.275/- |
24,41,25,000/- |
The Listing Approval & Trading Approval was received from the Stock
Exchange viz. BSE Limited on 11/06/2026 & 18/06/2026 respectively.
6. ALTERATION IN MAIN OBJECT CLAUSE OF MEMORANDUM
OF ASSOCIATION:
The Board of Directors in their meeting held on 30/01/2026 approved
addition in the main object clause of memorandum of association related to the dealing in
commodities market, and real estate and construction projects, subject to approval of
members.
Both the above alterations were approved by the members by way of
postal ballot (through e-voting) on 04/03/2026 (last day of postal ballot).
7. RESERVES:
Reserves & Surplus at the end of the year stood at Rs. 7758.08
Lakhs as compared to Rs. 3990.47 Lakhs at the beginning of the year.
8. DEPOSITS:
Your Company has not accepted any deposits within the meaning of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules,
2014.
9. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:
During the period under review, several energy conservation initiatives
were adopted and were taken by the Company and its subsidiaries. There are no plans to
import any kind of technology for the project and hence information regarding its
absorption is not applicable. There was no research activities carried out during the year
as well as no foreign exchange income or outgo during the year.
10. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE
FINANCIAL POSITION OF THE COMPANY:
There have been no material changes and commitments affecting the
financial position of the Company since the close of financial year i.e. since 31st
March, 2026.
The Company is engaged in the business of Oil & Gas exploration.
11. STATE OF COMPANY AFFAIRS:
The state of your Company's affairs is given under the heading
'Financial Summary/Highlights of performance of the Company.
12. SECRETARIAL STANDARDS:
The Company duly complies with the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India.
13. INSTANCES OF FRAUD, IF ANY REPORTED BY THE
AUDITORS:
Pursuant to provisions of Section 143(12) of the Companies Act, 2013,
as amended from time to time, the Statutory Auditors have not reported any incident of
fraud to the Company during the year under review.
14. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:
No such orders have been passed by the Regulators/ Court or Tribunals
which can impact the going concern status and Company's operation in future.
15. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE
COMPANIES:
With a view to market the Company across the globe, your company has 1
Indian Wholly-owned subsidiary and 2 Step- down international subsidiaries. There are no
associate companies or joint venture companies within the meaning of section 2(6) of the
Companies Act, 2013 ("Act"). There has been no material change in the nature of
the business of the subsidiaries.
Pursuant to Scheme of Amalgamation, GNRL Oil & Gas Limited
(Step-down international subsidiary) got amalgamated into GNRL Oil & Gas (I) Private
Limited (Indian Wholly-owned subsidiary) vide NCLT order dated 20th January,
2026.
As required under Rule 8 (1) of the Companies (Accounts) Rules, 2014,
the Board's Report has been prepared on standalone financial statements and a report on
performance and financial position of each of the subsidiaries included in the
consolidated financial statements is included in the financial statements in Form AOC - 1
and consolidated performance and financial position given here in above.
In accordance with third proviso of Section 136(1) of the Companies
Act, 2013, the Annual Report of the Company, containing therein its standalone and the
consolidated financial statements has been placed on the website of the Company,
www.gnrl.in. Shareholders interested in obtaining a copy of the audited annual accounts of
the subsidiary companies may write to the Company Secretary at the Company's registered
office.
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013
read with Rule 8(1) of the Companies (Accounts) Rules, 2014, a statement containing
salient features of the Financial Statements of your Company's subsidiaries in Form AOC-1
is attached as ANNEXURE-I.
16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
THE RELATED PARTIES:
During the year under review, the transactions entered by the Company,
with the related parties are at arm's length basis and in the ordinary course of business.
There were related party transactions entered by the Company. Hence,
disclosure in Form AOC-2 is provided as ANNEXURE -II.
All the contracts/arrangements/transactions entered into by the Company
with the related parties during the financial year 2025-26 were in the ordinary course of
business and on an arm's length basis as disclosed in the financial statements and were
reviewed and approved by the Audit Committee. The details of related party disclosure form
a part of the notes to the financial statements provided in the annual report.
In terms of Regulation 23 of the SEBI Listing Regulations, your Company
submits details of related party transactions as per the format specified in the relevant
accounting standards to the stock exchanges on a half-yearly basis.
17. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS BY THE COMPANY:
Details of Loans, Guarantees and Investments, if any covered under the
provisions of Section 186 of the Act are given in the notes to the Financial Statements.
18. MEETING OF BOARD OF DIRECTORS:
During the year under the review, 10 (Ten) Board meetings were held,
with gap between Meetings not exceeding the period prescribed under the Companies Act,
2013 and Rules made thereunder. Details of Board and Board committee meetings held during
the year are given in the Corporate Governance Report.
Board meeting dates are finalized in consultation with all directors
and agenda papers backed up by comprehensive notes and detailed background information are
circulated well in advance before the date of the meeting thereby enabling the Board to
take informed decisions.
19. EXTRACTS OF ANNUAL RETURN:
Pursuant to Section 92(3) read with section 134(3)(a) of the Companies
Act, 2013, copies of the Annual Returns of the Company prepared in accordance with Section
92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and
Administration) Rules, 2014 are placed on the website of the Company and is accessible at
the web link: https://gnrl.in/annual-returns/
20. DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received requisite declarations from the Independent
Directors of the Company, confirming that they meet the criteria of independence as
prescribed under Section 149(6) of the Companies Act, 2013 read with rules made thereunder
and Regulation 16 of the SEBI Listing Regulations.
Independent Directors have also confirmed that they have complied with
Schedule IV of the Act and the Company's Code of Conduct.
Further, the Independent Directors have also submitted their
declaration in compliance with the provisions of Rule 6(3) of Companies (Appointment and
Qualification of Directors) Rules, 2014, as amended from time to time, which mandated the
inclusion of an Independent Director's name in the data bank of Indian Institute of
Corporate Affairs ("IICA") for a period of one year or five years or life time
till they continues to hold the office of an independent director.
21. DIRECTORATE AND KEY MANAGERIAL PERSONNEL:
The Board of Directors of your company has various executive and
non-executive directors including Independent Directors who have extensive and diverse
experience in different disciplines of corporate functioning.
In accordance with the provisions of Section 152 of the Companies Act,
2013 and Articles of Association of the Company, Mr. Shalin Shah (DIN: 00297447), retires
by rotation at the ensuing Annual General Meeting and being eligible in terms of Section
164 of the Act offers himself for re-appointment.
The Company had, pursuant to the provisions of Section 149 of the
Companies Act, 2013 and Regulation 17(1)(b) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, appointed Mr. Paragkumar Raval (DIN: 10735752) as
Additional (Independent) Directors of the Company w.e.f. 24/05/2025, subject to members'
approval.
Further, his appointment was regularized by the members of the Company
at the Annual General Meeting held on 08/08/2025.
Further, he resigned from the post of Independent Director w.e.f.
11/08/2025 due to personal reasons.
The Company had received a confirmation from him that there are no
material reasons for his resignation other than the reasons provided by him.
The Company had, pursuant to the provisions of Section 149 of the
Companies Act, 2013 and Regulation 17(1)(b) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, appointed Mrs. Deepti Gavali (DIN: 10272798) as
Additional (Independent) Directors of the Company w.e.f. 24/05/2025, subject to members'
approval.
Further, her appointment was regularized by the members of the Company
at the Annual General Meeting held on 08/08/2025.
Further, she resigned from the post of Independent Director w.e.f.
07/08/2026 due to personal reasons.
The Company had received a confirmation from her that there are no
material reasons for her resignation other than the reasons provided by her.
The Company had, pursuant to the provisions of Section 149 of the
Companies Act, 2013 and Regulation 17(1)(b) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, appointed Mr. Harsadsinh Rana (DIN: 06421027) as
Additional (Independent) Director of the Company w.e.f. 01/11/2025, subject to members'
approval.
Further, his appointment was regularized by the members of the Company
by way of postal ballot through e-voting on 21/01/2026 (last day of postal ballot).
The Company had, pursuant to the provisions of Section 149 of the
Companies Act, 2013 and Regulation 17(1)(b) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, appointed Mrs. Jhanvi Sethi (DIN: 08593000) as Additional
(Independent) Director of the Company w.e.f. 14/08/2026, subject to members' approval. The
business of regularization of her appointment is being placed before the members at the
Annual General Meeting.
In the opinion of the Board, all the Independent Directors on the Board
of the Company are persons of integrity, expert and experienced (including the
proficiency).
As required under Section 203 of the Companies Act, 2013, the Company
has Mr. Shalin Shah (Managing Director), Mr. Hiteshkumar Donga (Chief Financial Officer)
and Ms. Barkha Lakhani (Company Secretary & Compliance Officer) as Key Managerial
Personnel of the Company.
22. EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:
Pursuant to the provisions of the Act and the corporate governance
requirements as prescribed by Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations"), the
Board had carried out performance evaluation of its own, the Board Committees and of the
Independent directors. Independent Directors at a separate meeting evaluated performance
of the Non-Independent Directors, Board as a whole and of the Chairman of the Board.
The following were the Evaluation Criteria:
(a) For Independent Directors:
- Knowledge and Skills
- Professional conduct
- Duties, Role and functions
(b) For Executive Directors:
- Performance as Team Leader/Member.
- Evaluating Business Opportunity and analysis of Risk Reward Scenarios
- Key set Goals and achievements
- Professional Conduct, Integrity
- Sharing of Information with the Board
The Directors expressed their satisfaction with the evaluation process.
23. POLICY ON APPOINTMENT AND REMUNERATION OF
DIRECTORS:
The Board has on the recommendation of the Nomination &
Remuneration Committee, formulated criteria for determining Qualifications, Positive
Attributes and Independence of a Director and also a Policy for remuneration of Directors,
Key managerial Personnel and senior management. The details of criteria laid down and the
Remuneration Policy are given in the Corporate Governance Report.
24. MANAGERIAL REMUNERATION:
The Company has paid Mr. Shalin Shah (Managing Director) Rs. 18.00
Lakhs as managerial remuneration during the year.
25. INDEPENDENT DIRECTORS' MEETING:
Independent Directors of the Company had met on 23/03/2026 during the
year, review details of which are given in the Corporate Governance Report.
26. COMMITTEES OF THE BOARD:
There are currently Four Committees of the Board, as follows:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
4. Corporate Social Responsibility Committee
Details of all the Committees along with their charters, composition
and meetings held during the year, are provided in the "Report on Corporate
Governance", a part of this Annual Report.
27. AUDITORS:
A. Statutory Auditors
Pursuant to provisions of Section 139 of the Companies Act, 2013 and
the rules framed there under, M/s. GMCA & Co., Chartered Accountants, Ahmedabad (FRN:
109850W), were reappointed as Statutory Auditors of the company from the conclusion of 31st
Annual General Meeting of the company till the conclusion of 36th Annual
General Meeting of the Company to be held in the year 2027.
The Report given by the Auditors, M/s. GMCA & Co., on the financial
statements of the Company is a part of the Annual Report. The notes to the accounts
referred to in the Auditors' Report are self-explanatory and therefore do not call for any
further comments.
There has been no qualification, reservation, adverse remark or
disclaimer given by the Auditors in their Report.
B. Secretarial Auditors
In terms of Section 204 of the Companies Act, 2013 read with Rule 9 of
the Companies (Appointment and Managerial Personnel) Rules, 2014, and Regulation 24A of
the SEBI (Listing and Disclosure Requirements) Regulations, 2015, the members of the
Company at the 34th Annual General Meeting of the Company approved appointment
of Mr. Chintan K. Patel, Practicing Company Secretary, Ahmedabad (having COP No. 11959 and
Peer review No. 2175/2022), as the Secretarial Auditor of the company for a term of 5
(five) consecutive years from financial years from 2025-26 to 2029-30.
Mr. Chintan K. Patel, Practicing Company Secretaries have confirmed
that they are not disqualified from continuing as Secretarial Auditors of the Company in
terms of provisions of the Act & Rules made thereunder and SEBI (LODR) Regulations.
The Secretarial Audit Report for the financial year ended 31st
March, 2026 is annexed herewith as ANNEXURE-IV to this Report.
The observations of the Secretarial Auditors in
the Secretarial Audit Report are as follows:
Observation:
The Company had complied with all provisions of the section 186 of the
Companies Act, 2013, except non charging of interest as per section 186 (7) in respect of
some of the loans granted by the Company.
Board's Comment:
The loans were granted for genuine business purposes and, considering
the commercial rationale and circumstances of the transactions.
Observation:
The Company had not complied with the regulation 24 (1) of SEBI (LODR)
Regulations, 2015. The Company had not appointed at least one Independent Director on the
Board of Directors of an unlisted material subsidiaries i.e. (1) Heramec Oil & Gas
(Singapore) Pte Ltd & (2) GNRL Oil & Gas (I) Private Ltd.
Board's Comment:
The Company is looking for suitable candidate to be appointed as
Independent Director on its Board as well as on the Board of its material subsidiaries.
The management had given assurance to comply with regulation.
Further, as per Regulation 24A of LODR Regulations, the Company is
required to annex Secretarial Audit Report of its material unlisted subsidiaries
incorporated in India, henceforth, the same is annexed as ANNEXURE - IV(B) to the Board's
Report.
28. INTERNAL FINANCIAL CONTROL SYSTEM AND
COMPLIANCE FRAMEWORK:
The Company has established an internal financial control system
commensurate with the size and nature of its operations. The framework is designed to
provide reasonable assurance regarding the reliability of financial reporting,
safeguarding of assets, operational efficiency and compliance with applicable laws and
regulations.
The Company maintains appropriate processes for authorisation of
transactions, maintenance of accounting records and periodic review of financial
information. The management monitors the effectiveness of these controls and takes
corrective measures wherever necessary. The Company also endeavours to ensure compliance
with applicable statutory and regulatory requirements through regular monitoring and
review.
The Board is of the opinion that the internal financial controls with
reference to the financial statements were adequate and operating effectively during the
financial year ended 31st March, 2026.
29. RISK MANAGEMENT:
The Company recognises that risk management is an integral part of its
business operations and is committed to identifying, assessing and mitigating risks that
may affect its performance and objectives. The Company has a risk management framework
commensurate with the size and nature of its operations, which enables the management to
identify and monitor key business, operational, financial and compliance risks.
The Company's operations in the oil and gas exploration sector are
subject to exploration and operational uncertainties, fluctuations in hydrocarbon prices,
regulatory changes, environmental considerations and other industry-specific risks. The
management periodically reviews these risks and undertakes appropriate measures to
minimise their potential impact. The Company also endeavours to ensure compliance with
applicable laws and regulations and to maintain adequate controls for effective risk
management.
The Board is of the opinion that there are no risks which, in its
opinion, threaten the existence of the Company. However, the Company remains vigilant and
continues to monitor emerging risks and take appropriate measures to safeguard its
interests and support sustainable growth.
30. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:
The Company is committed to maintaining high standards of ethical
conduct, transparency and accountability in its operations. The Company has a vigil
mechanism to provide a channel for employees and Directors to report genuine concerns
regarding unethical behaviour, actual or suspected fraud, violation of the Company's
policies or applicable laws, or other misconduct.
The mechanism is intended to encourage responsible reporting of
concerns and to facilitate their appropriate examination. The Company endeavours to ensure
that concerns raised through the mechanism are dealt with in a fair and confidential
manner, subject to applicable laws and the requirements of the investigation.
The Company has a Vigil Mechanism and Whistle Blower Policy, which
provides the framework for reporting and addressing such concerns. The policy is available
on the Company's website, if applicable.
31. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
As per the requirement of The Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 ('Act') and Rules made thereunder,
your Company has assigned the responsibilities to Audit Committee.
The details of complaint pertaining to sexual harassment are provided
as under:
| Number of complaints of sexual harassment
received in the year |
NIL |
| Number of complaints disposed off during the
year |
NIL |
| Number of cases pending for more than ninety
days |
NIL |
32. COMPLIANCE WITH THE MATERNITY BENEFIT ACT,
1961:
The Company affirms that it is in full compliance with the provisions
of the Maternity Benefit Act, 1961, as amended from time to time. The Company is committed
to fostering a supportive and inclusive work environment, and ensures that all relevant
policies and practices are regularly reviewed and aligned with the applicable statutory
requirements.
33. PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider
Trading and a Code of Practices and Procedures for Fair Disclosure of Unpublished Price
Sensitive Information in accordance with the applicable provisions of the SEBI
(Prohibition of Insider Trading) Regulations, 2015. The Company has designated a
Compliance Officer to monitor compliance with the applicable regulations and the Codes.
The Company endeavours to ensure proper handling of unpublished price sensitive
information and adherence to the prescribed requirements.
34. ANNUAL PERFORMANCE EVALUATION:
The Board carries out an annual performance evaluation of its own
performance, the directors individually as well as the evaluation of the working of its
committees. The performance of the board was evaluated by the board after seeking inputs
from all the directors on the basis of criteria such as the board composition and
structure, effectiveness of board processes, information and functioning etc. and the
performance of the committees was evaluated by the board after seeking inputs from the
committee members on the basis of criteria such as the composition of committees,
effectiveness of committee meetings etc.
In a separate meeting of independent directors, performance of
non-independent directors, the chairman of the Company and the board as whole was
evaluated, taking into account the views of executive directors and non-executive
directors.
The Board reviewed the performance of individual directors on the basis
of criteria laid by Nomination & Remuneration such as the contribution of the
individual director to the board and committee meetings like preparedness on the issues to
be discussed, meaningful and constructive contribution and inputs in meetings etc.
In the board meeting that followed the meeting of the independent
directors, the performance of the board, its committees, and individual directors was also
discussed. The performance evaluation of the Independent Directors was completed. The
performance evaluation of the Chairman and the Non-Independent Directors was carried out
by the Independent Directors. The Board of Directors expressed their satisfaction with the
evaluation process.
35. DIRECTORS' RESPONSIBILITY STATEMENT:
In accordance with Section 134(5) of the Companies Act, 2013 and to the
best of their knowledge and belief and according to the information and explanations
obtained by them, your Directors state that-
i. In the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to material departures;
ii. The directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the company at the end of the
financial year 31st March, 2026 and of the profit and loss of the company for
that period;
iii. The directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of Companies
Act, 2013 and Rules made thereunder for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities;
iv. The directors had prepared the annual accounts on a going concern
basis;
v. The directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively, and
vi. The directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
36. CORPORATE GOVERNANCE:
As required by the SEBI Listing Regulations, a detailed report on
Corporate Governance is given as a part of the Annual Report. The Company is in full
compliance with the requirements and disclosures that have to be made in this regard
except for appointment of at least one independent director on the board of directors of
an unlisted material subsidiaries i.e. (1) Heramec Oil & Gas (Singapore) Pte. Ltd. (2)
GNRL Oil & Gas (I) Private Ltd.
Report on Corporate Governance is attached as ANNEXURE-V.
The Practicing Company Secretary's Certificate of the compliance with
Corporate Governance requirements by the Company is attached to the Report on Corporate
Governance as ANNEXURE-VI.
37. GENERAL SHAREHOLDER INFORMATION:
General Shareholder Information is given in Report on Corporate
Governance forming part of the Annual Report.
38. CORPORATE SOCIAL RESPONSIBILITY:
The provisions of Section 135 of the Companies Act, 2013 relating to
Corporate Social Responsibility became applicable to the Company for the first time based
on the financial performance of the Company during the financial year 2025-26.
Accordingly, the Company is required to comply with the applicable provisions of Section
135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014 from
the financial year 2026-27. The details of CSR Committee Composition in stated in the
Corporate Governance Report.
39. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Report on Management Discussion and Analysis Report as required
under SEBI Listing Regulations is included in this Report as ANNEXURE-III. Certain
statements in the said report may be forward looking. Many factors may affect the actual
results, which could be different from what the Directors envisage in terms of the future
performance and outlook.
40. PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES :
Disclosures pertaining to remuneration and other details as required
under Section 197 (12) of the Act read with Rule 5 (1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as ANNEXURE-VII.
41. LISTING OF SHARES:
The Equity Shares of the Company are listed on the BSE Limited (BSE)
with scrip code No. 513536 & security id: GNRL. The Company confirms that the annual
listing fee to the stock exchange for the financial year 2026-27 has been paid.
42. RELATED PARTY DISCLOSURE:
Related Party disclosure under regulation 34(3) read with Schedule V of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is as under:
| Sr.
No. |
Disclosure of loans / advances / investments
/ Outstanding during the year |
As at 31st March, 2026 |
Maximum amount during the year |
| 1 |
Loans and advances in the nature of loans to
subsidiary |
127,32,99,844/- |
127,32,99,844/- |
| 2 |
Loans and advances in the nature of loans to
associate |
Nil |
Nil |
| 3 |
Loans and advances in the nature of loans to
firms/companies in which directors are interested |
Nil |
Nil |
Further, transactions if any, of the Company with any person or entity
belonging to the promoter/promoter group which hold(s) 10% or more shareholding in the
listed entity are given in the notes to the Financial Statements.
43. DETAILS OF CORPORATE INSOLVENCY RESOLUTION
PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):
During the year under review, no Corporate Insolvency Resolution
Process/ proceedings were initiated by / against the company under Insolvency and
Bankruptcy Code, 2016.
44. DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE
TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF:
The disclosure is not applicable as the Company has not undertaken any
one-time settlement with the banks or financial institutions during the year.
45. INSURANCE:
All the Properties of the Company are adequately insured.
46. AGREEMENTS EFFECTING THE CONTROL OF THE
COMPANY:
No agreements have been entered / executed by the parties as mentioned
under clause 5A of paragraph A of Part A of Schedule III of SEBI (Listing Obligations and
Disclosures Requirements) Regulations, 2015 which, either directly or indirectly effect /
impact the Management or Control of the Company or impose any restriction or create any
liability upon the Company.
47. ACKNOWLEDGEMENT:
Your Directors take this opportunity to express their gratitude for the
generous commitment, dedication, hard work and significant contribution made by employees
at all levels in ensuring growth of the Company. Your Directors also sincerely thank to
all the stakeholders, customers, vendors, bankers, business associates, government, other
statutory bodies and look forward to their continued assistance, co-operation and support.
| Place: Ahmedabad |
For and on behalf of the Board |
For and on behalf of the Board |
| Date: 14th August, 2026 |
Sd/- |
Sd/- |
|
Shalin Shah |
Ashok Shah |
|
Managing Director |
Chairman & Director |
|
DIN:00297447 |
DIN: 02467830 |
|