Directors Report of Gujarat Natural Resources Ltd.

Mar 31, 2025

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

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

Particulars	Standalone		Consolidated
	Year ended 31/03/2025	Year ended 31/03/2024	Year ended 31/03/2025	Year ended 31/03/2024
Sales & Other Income	314.68	225.14	2283.49	2770.37
Expenditure	290.72	738.94	2724.58	3201.01
Exceptional Items	0.00	0.00	0.00	0.00
Profit Before Depreciation, Extraordinary Items and Tax	24.03	(513.80)	79.27	(322.11)
Depreciation & Amortisation expense	0.08	0.00	520.36	752.76
Extraordinary Items	0.00	0.00	0.00	0.00
Current Tax/ Interest on Income Tax/ Deferred Tax/ Excess Provision of Income Tax	5.91	0.00	5.73	(42.60)
Deferred Tax Assets/ Liabilities	-0.32	0.06	(70.79)	0.00
Net Profit/ (Loss) for the year	18.36	(513.86)	(376.03)	(388.04)

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

2. DIVIDEND:

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

3. SHARE CAPITAL:

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

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

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

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

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

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

4. PREFERENTIAL ISSUE OF SHARES:

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

Sr. No.	Name of Allottees	Number of Shares to be Allotted	Category
1.	DJ Infraspace LLP	10000000	Non-Promoter
2.	Stockline Finserve LLP	5950000	Non-Promoter
3.	Sahajanand Industries Limited	3550000	Non-Promoter
4.	Shree Shyam Investments	1500000	Non-Promoter
5.	Saurabh Agrawal	850000	Non-Promoter
6.	Indrakumar Ghisulal Agrawal	350000	Non-Promoter
7.	Shriyash Indrakumar Agrawal	300000	Non-Promoter
8.	Shikha Indrakumar Agrawal	300000	Non-Promoter
9.	Indrakumar Agrawal (HUF)	300000	Non-Promoter
10.	Vrundesh Sanjay Agrawal	200000	Non-Promoter
11.	Mangalsudha Vinimay Private Limited	100000	Non-Promoter
12.	Sanjay Kailash Agrawal	100000	Non-Promoter
		23500000

5. RIGHTS ISSUE OF SHARES:

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

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

6. PREFERENTIAL ISSUE OF WARRANTS CONVERTIBLE INTO EQUITY SHARES:

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

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 Allottee	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 have been 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

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

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

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

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

8. RESERVES:

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

9. DEPOSITS:

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

10. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

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

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

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

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

12. STATE OF COMPANY AFFAIRS:

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

13. SECRETARIAL STANDARDS:

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

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

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

15. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:

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

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

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

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

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

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

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

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

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

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

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

19. MEETING OF BOARD OF DIRECTORS:

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

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

20. EXTRACTS OF ANNUAL RETURN:

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

21. RELATED PARTY TRANSACTIONS:

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

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

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

22. DECLARATION BY INDEPENDENT DIRECTORS:

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

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

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

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

23. DIRECTORATE AND KEY MANAGERIAL PERSONNEL:

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

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

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

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

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

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

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

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

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

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

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

24. EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:

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

The following were the Evaluation Criteria:

(a) For Independent Directors:

- Knowledge and Skills

- Professional conduct

- Duties, Role and functions

(b) For Executive Directors:

- Performance as Team Leader/Member.

- Evaluating Business Opportunity and analysis of Risk Reward Scenarios

- Key set Goals and achievements

- Professional Conduct, Integrity

- Sharing of Information with the Board

The Directors expressed their satisfaction with the evaluation process.

25. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:

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

26. MANAGERIAL REMUNERATION:

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

27. INDEPENDENT DIRECTORS'' MEETING:

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

28. COMMITTEES OF THE BOARD:

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

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders'' Relationship Committee

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

29. AUDITORS:

A. Statutory Auditors

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

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

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

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

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

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

30. INTERNAL FINANCIAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:

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

31. RISK MANAGEMENT:

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

32. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

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

33. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

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

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

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

34. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

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

35. PREVENTION OF INSIDER TRADING:

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

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

36. ANNUAL PERFORMANCE EVALUATION:

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

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

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

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

37. DIRECTORS'' RESPONSIBILITY STATEMENT:

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

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

ii. The directors had selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year 31^st
March, 2025 and of the profit and loss of the company for that period;

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

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

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

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

38. CORPORATE GOVERNANCE:

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

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

39. GENERAL SHAREHOLDER INFORMATION:

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

40. CORPORATE SOCIAL RESPONSIBILITY:

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

41. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

42. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES :

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

43. LISTING OF SHARES:

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

44. RECLASSIFICATION OF PROMOTER & PROMOTER GROUP:

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

Sr. No.	Name of Promoter seeking reclassification
1	Malav Ajitbhai Mehta
2	Jayshreeben Ajitbhai Mehta
3	Advanced Energy Resources & Management Private Limited
4	Infinium Motors (Gujarat) Private Limited
5	O3 Developers Private Limited
6	Tiw Systems Private Limited

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

45. RELATED PARTY DISCLOSURE:

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

Sr. No.	Disclosure of loans / advances / investments / Outstanding during the year	As at 31st March, 2025	Maximum amount during the year
1	Loans and advances in the nature of loans to subsidiary	102,80,35,846/-	102,80,35,846/-
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.

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

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

47. DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

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

48. INSURANCE:

All the Properties of the Company are adequately insured.

49. AGREEMENTS EFFECTING THE CONTROL OF THE COMPANY:

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

50. ACKNOWLEDGEMENT:

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

Place: Ahmedabad For and on behalf of the Board

Date: 12^th July, 2025

Sd/-

Ashok C. Shah
Chairman & Director
DIN: 02467830

---

Mar 31, 2024

Your Directors have pleasure in presenting the 33^rd Annual Report on the business and operations of the Company and the Audited Accounts for the Financial Year ended 31^st March, 2024.

1.	FINANCIAL SUMMARY/ HIGHLIGHTS OF PERFORMANCE OF THE COMPANY: (Rs. in Lakh)
	Particulars	Standalone		Consolidated
		Year ended 31/03/2024	Year ended 31/03/2023	Year ended 31/03/2024	Year ended 31/03/2023
	Sales & Other Income	225.14	71.00	2770.37	1433.30
	Expenditure	738.94	112.87	3201.01	1796.34
	Exceptional Items	0.00	0.00	0.00	0.00
	Profit Before Depreciation, Extraordinary Items and Tax	(513.80)	(41.76)	(322.11)	(56.08)
	Depreciation & Amortisation expense	0.00	0.11	752.76	306.96
	Extraordinary Items	0.00	0.00	0.00	(210.39)
	Current Tax/ Interest on Income Tax/ Deferred Tax	0.06	0.00	(42.60)	46.53
	Net Profit/ (Loss) for the year	(513.86)	(41.87)	(388.04)	(619.96)

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:

Due to loss during the year, the Board of Directors of the Company have not recommended any dividend for the year 2023-24.

3. SHARE CAPITAL:

During the year under review, the Authorized Share Capital of the Company was Rs. 81,00,00,000/- divided into 8,10,00,000 equity shares of Rs. 10/- each.

The members of the Company at their Extra-Ordinary General Meeting held on 12/07/2024 approved increase in Authorized Share Capital from Rs. 81,00,00,000/- (Rupees Eighty One Crore) divided into 8,10,00,000 (Eight Crores Ten Lakh) Equity Shares of Rs. 10/-(Rupees Ten) each to Rs. 1,31,00,00,000/- (Rupees One Hundred Thirty One Crore) divided into 13,10,00,000 (Thirteen Crores Ten Lakh) Equity Shares of Rs. 10/- (Rupees Ten) each.

During the year under review, the paid up share capital of the company was Rs. 80,25,16,450/- divided into 80251645 Equity Shares of Rs. 10/- each.

4. PREFERENTIAL ISSUE OF SHARES:

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

5. RIGHTS ISSUE OF SHARES:

The Board of Directors of the Company in their meeting held on 10/06/2024, approved Fund raising of an amount less than Rs. 50 Crore, through issuing Equity shares by way of Rights issue to the eligible equity shareholders of the Company as on Record date which shall be subsequently informed in due course of time.

6. CHANGE IN REGISTERED OFFICE ADDRESS:

During the year under review, the Board of Directors in their meeting held on 06/11/2023 approved change in registered office address from 3^rd Floor, A Wing, Gopal Palace, Opp. Ocean Park, Nr. Nehru Nagar, Satellite Road, Ahmedabad - 380 015, Gujarat, India to 906-910, 9^th Floor, ANAM-1, Nr. Parimal Garden, Ellisbridge, Ahmedabad - 380 006, Gujarat, India w.e.f. 06/11/2023.

7. RESERVES:

Reserves & Surplus at the end of the year stood at Rs. 3972.12 Lakhs as compared to Rs. 4485.98 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 31^st March, 2024.

The Company is engaged in the business of Oil & Gas exploration and trading of goods and others.

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 3 Step-down international subsidiaries. There are no associate companies or joint venture companies within the meaning of section 2(6) of the Companies Act, 2013 ("Act"). There has been no material change in the nature of the business of the subsidiaries.

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

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

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

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

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.

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, 6 (Six) 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. RELATED PARTY TRANSACTIONS:

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

All the contracts/arrangements/transactions entered into by the Company with the related parties during the financial year 202324 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.

21. 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.

22. 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. Ashok Shah (DIN: 02467830), 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.

Mr. Chandrakant Chauhan (DIN: 08057354), Independent Director of the Company resigned from the office of director w.e.f. 19/03/2024, citing personal reasons. The Company had received a confirmation from him that there are no material reasons for his resignation other than the reasons provided by him.

The Company had, pursuant to the provisions of Section 149 of the Companies Act, 2013 and Regulation 17(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, appointed Mr. Yash Bodade (DIN: 10669649) as Additional (Independent) Directors of the Company w.e.f. 15/06/2024. His appointment was subsequently ratified by the shareholders of the Company in their Extra-Ordinary General Meeting held on 12/07/2024 as Independent Director.

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.

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).

23. 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.

24. 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.

25. MANAGERIAL REMUNERATION:

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

26. INDEPENDENT DIRECTORS'' MEETING:

Independent Directors of the Company had met on 29/02/2024 during the year, review details of which are given in the Corporate Governance Report.

27. COMMITTEES OF THE BOARD:

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

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders'' Relationship Committee

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

28. AUDITORS:

A. Statutory Auditors

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

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

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

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

B. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Chintan K. Patel, Practicing Company Secretary Ahmedabad to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as ANNEXURE-IV.

The observations of the Secretarial Auditor in the Secretarial Audit Report are self-explanatory and therefore do not call for any further comments.

29. INTERNAL FINANCIAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:

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

30. RISK MANAGEMENT:

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

31. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

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

32. 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. During the year, no complaint with allegations of sexual harassment was filed with the Company.

33. PREVENTION OF INSIDER TRADING:

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

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

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 31^st March, 2024 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 Limited. Report on Corporate Governance is attached as ANNEXURE-V.

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

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

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 2024-25 has been paid.

42. RECLASSIFICATION OF PROMOTER & PROMOTER GROUP:

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

Sr. No.	Name of Promoter seeking reclassification	No. of Shares held	% of holding
1	Malav Ajitbhai Mehta	48000	0.06
2	Jayshreeben Ajitbhai Mehta	0	0
3	Advanced Energy Resources & Management Private Limited	530000	0.66
4	Infinium Motors (Gujarat) Private Limited	0	0
5	O3 Developers Private Limited	0	0
6	Tiw Systems Private Limited	0	0

The Board approved reclassification in their Board Meeting held on 10/07/2024. The Company has made application to BSE Limited for the same on 17/07/2024. Approval for Reclassification from the stock exchange i.e. BSE is awaited.

43. 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, 2024	Maximum amount during the year
1	Loans and advances in the nature of loans to subsidiary	Rs. 70,88,03,250/-	Rs 71,47,90,322/-
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.

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.

---

Mar 31, 2018

Dear Members,

The Directors have pleasure in presenting the 27^th Annual Report on the business and operations of the Company and the Audited Accounts for the Financial Year ended 31^st March, 2018.

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

(Rs. in Lacs)

Particulars	Standalone		Consolidated
	Year ended 31/03/2018	Year ended 31/03/2017	Year ended 31/03/2018	Year ended 31/03/2017
Sales & Other Income	2.94	127.37	773.05	986.67
Exceptional Items	0.00	0.00	0.00	0.00
Expenditure	54.26	50.59	687.38	673.54
Profit Before Depreciation and Tax	-51.32	76.78	85.67	313.13
Depreciation & amortisation expense	2.31	2.62	448.87	233.08
Extraordinary Item	0.00	0.00	388.02	0.00
Taxation	0.00	32.82	18.00	37.91
Deferred Tax	0.00		-8.71	0.00
Net Profit (Loss) for the year	-53.63	41.34	15.53	42.13

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:

Due to loss during the year, the Board of Directors of the Company have not recommended any dividend for the year 2017-18.

3. SHARE CAPITAL:

The authorized share capital of the company as on March 31, 2018 was Rs. 40,00,00,000/-. Further, the Company at the Extra Ordinary General meeting held on June 11, 2018 increased the authorised share capital of the Company from Rs.40,00,00,000 divided into 4,00,00,000 equity shares of Rs.10/- each to Rs.65,00,00,000 divided into 6,50,00,000 equity shares of Rs.10/- each. Currently the authorised share capital of the Company is Rs.65,00,00,000.

The paid up share capital of the company is Rs.38,75,16,450/- divided into 3,87,51,645 equity shares of Rs.10/each. Further on June 25, 2018, 2,40,00,000 fully convertible warrants of face value of Rs.10/- each were issued and allotted at price of Rs.22/- per warrant on preferential allotment basis.

4. RESERVES:

Reserves & Surplus at the end of the year stood at Rs. 4317.71 as compared to Rs. 4371.35 at the beginning of the year.

5. 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.

6. 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.

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

There have been no material changes and commitments affecting the financial position of the Company since the close of financial year i.e. since 31^st March, 2018. Further, it is hereby confirmed that there has been no change in the nature of business of the Company.

8. 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.

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

With a view to market the Company across the globe, your company has 5 International subsidiaries. Apart from International subsidiaries, there is one wholly owned Indian subsidiary. 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.

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 to the Financial Statements.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT 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.

11. MEETING OF BOARD OF DIRECTORS:

During the year under the review, 5 (Five) 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.

12. EXTRACTS OF ANNUAL RETURN:

An extract of Annual Return in Form MGT-9 is attached herewith as ANNEXURE-II.

13. RELATED PARTY TRANSACTIONS:

There are no materially significant related party transactions made by the Company which may have a potential conflict with the interest of the Company at large and thus disclosure in Form AOC-2 is not required.

14. DIRECTORATE AND KEY MANAGERIAL PERSONNEL:

The Board of Directors of your company has various executive and non-executive directors including Independent Directors who have wide and varied 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. Malav Mehta (DIN: 01234736) 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.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as independent director during the year.

There is change in the constitution of Board of Directors during the year as detailed hereunder:

1. Mr. Ilesh Shah, Chairman and Director of the Company resigned from his office of Director on 16.06.2017

2. Mr. Hariyant C. Shelat , Independent Director of the Company resigned from his office of Director on 20.09.2017 and

3. Mr. Ashok C. Shah, Director was designated as Chairman of the Company on 08.08.2017.

As required under Section 203 of the Companies Act, 2013, the Company has Mr. Shalin A. Shah (Managing Director) and Ms. Sheetal G. Pandya (Company Secretary) as Key Managerial Personnel of the Company.

15. 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.

16. 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.

17. MANAGERIAL REMUNERATION

The Company has paid Mr. Shalin A. Shah (Managing Director) remuneration during the year. A detail of the remuneration paid is elaborated in extract of Annual Return (MGT-9) in Annexure II.

18. INDEPENDENT DIRECTORS'' MEETING:

Independent Directors of the Company had met on 29.03.2018 during the year, review details of which are given in the Corporate Governance Report.

19. COMMITTEES OF THE BOARD:

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

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders'' Relationship Committee

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

20. AUDITORS:

A. Statutory Auditors

The Board of Directors of the Company, at their Meeting held on August 8, 2017, on the recommendation of the Audit Committee, had appointed M/s. GMCA & Co., Chartered Accountants (Firm Registration No.109850W) as the Statutory Auditors of the Company, and recommended their appointment for a term of five years from the conclusion of Annual General Meeting (AGM) held in 2017 till the conclusion of the Annual General Meeting to be held in 2022.

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

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

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

B. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Patel & Associates, Company Secretaries, Ahmedabad to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure IV are self-explanatory and therefore do not call for any further comments.

There is no qualification, reservation or adverse remark in the Secretarial Audit Report given by the Secretarial Auditors in their Report.

C. Internal Auditors:

The Board of Directors has appointed M/s. Naimish K. Shah & Co., Chartered Accountant (FRN 106828W) as Internal Auditors of the Company for the F. Y. 2017-18.

21. INTERNAL FINANCIAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:

The Company has an internal financial Control System, commensurate with size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations. The Company has appointed M/s. Naimish K. Shah & Co., Chartered Accountant (FRN 106828W) as an Internal Auditors of the Company. The Audit Committee in consultation with the internal auditors formulates the scope, functioning, periodicity and methodology for conducting the internal audit. The internal auditors carry out audit, covering inter alia, monitoring and evaluating the efficiency & adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations and submit their periodical internal audit reports to the Audit Committee. Based on the internal audit report and review by the Audit committee, process owners undertake necessary actions in their respective areas. The internal auditors have expressed that the internal control system in the Company is robust and effective. The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems are adequate and operating effectively.

22. RISK MANAGEMENT:

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

23. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

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

24. 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. During the year, no complaint with allegations of sexual harassment was filed with the Company.

25. PREVENTION OF INSIDER TRADING:

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

26. DIRECTORS'' RESPONSIBILITY STATEMENT:

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

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

ii. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year 31^st March, 2018 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.

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

28. GENERAL SHAREHOLDER INFORMATION:

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

29. CORPORATE SOCIAL RESPONSIBILITY:

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

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Report on Management Discussion and Analysis Report as required under SEBI Listing Regulations is included in this Report. 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.

31. 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 III.

32. 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 2018-19 has been paid.

33. ACKNOWLEDGEMENT:

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

Place: Ahmedabad For and on behalf of the Board

Date: 14^th August, 2018

Sd/- Sd/-

Ashok C. Shah Shalin A. Shah

Director Managing Director

DIN: 02467830 DIN: 00297447

---

Mar 31, 2016

Dear Members,

The Directors have pleasure in presenting the 25^th Annual Report on the business and operations of the Company and the Audited Accounts for the Financial Year ended 31^st March, 2016.

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

(Rs. in Lacs)

Particulars	Year ended 31/03/2016	Year ended 31/03/2015
Sales & Other Income	16.73	109.83
Exceptional Items	0.00	18.70
Expenditure	48.26	55.93
Profit Before Depreciation and Tax	(31.53)	72.6
Depreciation	2.63	2.57
Taxation	0.00	2.90
Net Profit (Loss) for the year	(34.16)	67.13

2. PERFORMANCE & STATE OF AFFAIRS OF THE COMPANY:

Tender support services of the Company hit a low as compared to the previous year and income from the same reduced. Consequently profits for the year have also diminished and Company has incurred a loss of 34.16 lakhs for the year. The Board of Directors of the Company is continuously making efforts to enhance the business for the growth of the Company.

3. DIVIDEND:

Due to loss during the year, the Board of Directors have not recommended any dividend for the financial year 2015-16.

4. SHARE CAPITAL:

At present, the Company has only one class of shares - equity shares with face value of Rs.10/- each. The authorized share capital of the company is Rs. 40,00,00,000/- divided into 4,00,00,000 equity shares of Rs.10/- each. The paid up share capital of the company is Rs.38,75,16,450/- divided into 3,87,51,645 equity shares of Rs.10/each.

5. RESERVES:

Reserves & Surplus at the end of the year stood at Rs. 43,68,75,326 as compared to Rs. 44,02,91,201 at the beginning of the year.

6. 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.

7. 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.

8. 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, 2016. Further, it is hereby confirmed that there has been no change in the nature of business of the Company.

9. 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.

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

With a view to market the Company across the globe, your company has 5 International subsidiaries. Apart from International subsidiaries, there is one wholly owned Indian subsidiary. 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.

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 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. Further, as per fourth proviso of the said section, audited annual accounts of each of the subsidiary companies have also 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.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT 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.

12. MEETING OF BOARD OF DIRECTORS:

During the year under the review, 5 (Five) Board meetings were held, with gap between Meetings not exceeding the period prescribed under the Companies Act, 2013 and Rules made there under. 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.

13. EXTRACTS OF ANNUAL RETURN:

An extract of Annual Return in Form MGT-9 is attached herewith as ANNEXURE-II.

14. RELATED PARTY TRANSACTIONS:

There are no materially significant related party transactions made by the Company which may have a potential conflict with the interest of the Company at large and thus disclosure in Form AOC-2 is not required.

15. DIRECTORATE AND KEY MANAGERIAL PERSONNEL:

The Board of Directors of your company has various executive and non-executive directors including Independent Directors who have wide and varied 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. Ilesh Shah (DIN: 00275294) 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.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as independent director during the year.

There is change in the constitution of Board of Directors during the year. Mr. Dhiren S. Bhatt served as an independent director of the Company from 08.01.2016 to 10.08.2016.

As required under Section 203 of the Companies Act, 2013, the Company has Mr. Shalin A. Shah (Managing Director) and Ms. Sheetal G. Pandya (Company Secretary) as Key Managerial Personnel of the Company.

16. 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.

17. 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.

18. MANAGERIAL REMUNERATION

The Company has paid Mr. Shalin A. Shah (Managing Director) remuneration during the year. A detail of the remuneration paid is elaborated in extract of Annual Return (MGT-9) in Annexure II.

19. INDEPENDENT DIRECTORS'' MEETING:

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

20. COMMITTEES OF THE BOARD:

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

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders'' Relationship Committee

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

21. AUDITORS:

A. Statutory Auditors

M/s. Pankaj K. Shah Associates, Chartered Accountants (Firm Registration No.107352W) were appointed as Statutory Auditors of the Company at the Annual General Meeting held on 30^th September, 2014 for a term of five consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting.

The Company has obtained a written confirmation under section 139 of the Companies Act, 2013 from M/s. Pankaj K. Shah Associates, Chartered Accountants (Firm Registration No.107352W) that their appointment, if made, would be in conformity with the limits specified under the Act.

It is proposed to ratify the appointment of M/s. Pankaj K. Shah Associates, Chartered Accountants (Firm Registration No.107352W) to audit the accounts of the Company for the financial year 2016-2017.

The Report given by the Auditors 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

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Patel & Associates, Practicing Company Secretaries, Ahmedabad to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure IV

There is no qualification, reservation or adverse remark in the Secretarial Audit Report given by the Secretarial Auditors in their Report.

C. Internal Auditors:

The Board of Directors has appointed M/s. Naimish K. Shah & Co., Chartered Accountant (FRN 106828W) as Internal Auditors of the Company for the F. Y. 2016-17.

22. INTERNAL FINANCIAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:

The Company has an internal financial Control System, commensurate with size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations. The Company has appointed M/s. Naimish K. Shah & Co., Chartered Accountant (FRN 106828W) as an Internal Auditors of the Company. The Audit Committee in consultation with the internal auditors formulates the scope, functioning, periodicity and methodology for conducting the internal audit. The internal auditors carry out audit, covering inter alia, monitoring and evaluating the efficiency & adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations and submit their periodical internal audit reports to the Audit Committee. Based on the internal audit report and review by the Audit committee, process owners undertake necessary actions in their respective areas. The internal auditors have expressed that the internal control system in the Company is robust and effective. The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems are adequate and operating effectively.

23. RISK MANAGEMENT:

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

24. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

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

25. 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 there under, your Company has assigned the responsibilities to Audit Committee. During the year, no complaint with allegations of sexual harassment was filed with the Company.

26. PREVENTION OF INSIDER TRADING:

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

27. DIRECTORS'' RESPONSIBILITY STATEMENT:

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

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

ii. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year 31^st March, 2016 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.

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

29. GENERAL SHAREHOLDER INFORMATION:

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

30. CORPORATE SOCIAL RESPONSIBILITY:

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

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Report on Management Discussion and Analysis Report as required under SEBI Listing Regulations is included in this Report. 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.

32. 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 III.

33. 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 2016-17 has been paid.

34. ACKNOWLEDGEMENT:

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

Place: Ahmedabad For and on behalf of the Board

Date: August 13, 2016

Sd/- Sd/-

Ashok C. Shah Shalin A. Shah

Director Managing Director

DIN: 02467830 DIN: 00297447

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 24th Annual Report on the business and operations of the Company and the Audited Accounts for the Financial Year ended 31st March, 2015.

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

(Rs. in Lacs)

Particulars Year ended Year ended 31/03/2015 31/03/2014

Sales & Other Income 109.83 389.51

Exceptional Items 18.70 -

Expenditure 55.93 231.62

Profit Before Depreciation and Tax 72.6 157.89

Depreciation 2.57 3.04

Taxation 2.90 9.70

Net Profit (Loss) for the year 67.13 145.15

2. PERFORMANCE & STATE OF AFFAIRS OF THE COMPANY:

Income from tender support services reduced as compared to the previous year and consequently profits for the year also diminished. The Board of Directors of the Company is continuously making efforts for the growth of the Company.

3. DIVIDEND:

Your Directors recommended dividend on equity shares at Rs. 0.10 per share for the financial year 2014 - 15.

4. SHARE CAPITAL:

At present, the Company has only one class of shares – equity shares with face value of Rs. 10/- each. The authorized share capital of the company is Rs. 40,00,00,000/- divided into 4,00,00,000 equity shares of Rs.10/- each. The paid up share capital of the company is Rs. 38,75,16,450/- divided into 3,87,51,645 equity shares of Rs.10/- each.

5. RESERVES:

Reserves & Surplus at the end of the year stood at Rs. 440,291,201 as compared to Rs. 438,737,554 at the beginning of the year.

6. 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.

7. 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.

8. 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, 2015. Further, it is hereby confirmed that there has been no change in the nature of business of the Company.

9. 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.

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

With a view to market the Company across the globe, your company has 5 International subsidiaries. Apart from International subsidiaries, there is one wholly owned Indian subsidiary.

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 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. Further, as per fourth proviso of the said section, audited annual accounts of each of the subsidiary companies have also 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.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT 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.

12. MEETING OF BOARD OF DIRECTORS:

During the year under the review, 8 (Eight) 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.

13. EXTRACTS OF ANNUAL RETURN:

An extract of Annual Return in Form MGT-9 is attached herewith as ANNEXURE-II.

14. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company which may have a potential conflict with the interest of the Company at large and thus disclosure in Form AOC-2 is not required. The Board has formulated Policy on Related Party Transactions.

15. DIRECTORATE AND KEY MANAGERIAL PERSONNEL:

The Board of Directors of your company has various executive and non-executive directors including Independent Directors who have wide and varied 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. Malav Mehta (DIN: 01234736) 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 Clause 49 of the Listing Agreements entered into with Stock Exchanges, appointed Ms. Sarika Abhijit Kulkarni (DIN 07141926), as an Independent Woman Director of the Company w.e.f. March 30, 2015.

Pursuant to the provisions of section 203 and other applicable provisions of the Companies Act, 2013 and the Listing Agreements entered into with Stock Exchanges, the Company had appointed Ms. Sheetal G. Pandya, as Company Secretary and Compliance Officer of the company w.e.f. August 14, 2014.

The term of appointment of Shalin A. Shah as Managing Director of the company expired on 22/01/2015. The Board re-appointed him as Managing Director of the Company for a period of Five years from 22.01.2015 to 21.01.2020 on the remuneration and terms and conditions recommended by the Nomination & Remuneration Committee.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

There is change in the constitution of Board of Directors during the year.

As required under Section 203 of the Companies Act, 2013, the Company has Mr. Shalin A. Shah (Managing Director) and Ms. Sheetal G. Pandya (Company Secretary) as Key Managerial Personnel of the Company.

16. EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:

Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement and Companies Act, 2013, 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.

17. 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.

18. MANAGERIAL REMUNERATION

The Company has paid Mr. Shalin A. Shah (Managing Director) remuneration during the year. A detail of the remuneration paid is elaborated in extract of Annual Return (MGT-9) in Annexure II.

19. INDEPENDENT DIRECTORS' MEETING:

Independent Directors of the Company had met during the year under review details of which are given in the Corporate Governance Report.

20. COMMITTEES OF THE BOARD:

During the year, in accordance with the Companies Act, 2013, the Board re-constituted some of its Committees and also formed a Nomination and Remuneration Committee.

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

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

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

21. AUDITORS:

A. Statutory Auditors

M/s. Pankaj K. Shah Associates, Chartered Accountants (Firm Registration No.107352W) were appointed as Statutory Auditors of the Company at the last Annual General Meeting held on 30th September, 2014 for a term of five consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting.

The Company has obtained a written confirmation under section 139 of the Companies Act, 2013 from M/s. Pankaj K. Shah Associates, Chartered Accountants (Firm Registration No.107352W) that their appointment, if made, would be in conformity with the limits specified under the Act.

It is proposed to ratify the appointment M/s. Pankaj K. Shah Associates, Chartered Accountants (Firm Registration No.107352W) to audit the accounts of the Company for the financial year 2015-2016.

The Report given by the Auditors on the financial statements of the Company is 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

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Patel & Associates, Practicing Company Secretaries, Ahmedabad to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure IV

There is no qualification, reservation or adverse remark in the Secretarial Audit Report given by the Secretarial Auditors in their Report.

C. Internal Auditors:

The Board of Directors has appointed M/s. Naimish K. Shah & Co., Chartered Accountant (FRN 106828W) as Internal Auditors of the Company for the F. Y. 2015-16.

22. INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:

The Company has an Internal Control System, commensurate with size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations. The Company has appointed M/s. Naimish K. Shah & Co., Chartered Accountant (FRN 106828W) as an Internal Auditors of the Company. The Audit Committee in consultation with the internal auditors formulates the scope, functioning, periodicity and methodology for conducting the internal audit. The internal auditors carry out audit, covering inter alia, monitoring and evaluating the efficiency & adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations and submit their periodical internal audit reports to the Audit Committee. Based on the internal audit report and review by the Audit committee, process owners undertake necessary actions in their respective areas. The internal auditors have expressed that the internal control system in the Company is robust and effective. The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems are adequate and operating effectively.

23. RISK MANAGEMENT:

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

24. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

In accordance with Section 177 of the Companies Act, 2013 and revised Clause 49 of the Listing Agreement, the Company has constituted a Whistle Blower Policy/ Vigil Mechanism to establish a vigil mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed and to report to the management instances of unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct.

25. 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. During the year, no complaint with allegations of sexual harassment was filed with the Company.

26. PREVENTION OF INSIDER TRADING:

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

27. DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with the provisions of clause (c) of sub-section (3) of Section 134 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 thecompany at the end of the financial year 31st March, 2015 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.

28. CORPORATE GOVERNANCE:

As required by the existing Clause 49(X) of the Listing Agreement entered into with the Stock Exchanges, 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. The Practicing Company Secretary's Certificate of the compliance with Corporate Governance requirements by the Company is attached to the Report on Corporate Governance. Report on Corporate Governance is attached as ANNEXURE VI.

29. GENERAL SHAREHOLDER INFORMATION:

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

30. CORPORATE SOCIAL RESPONSIBILITY:

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

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Report on Management Discussion and Analysis Report as required under clause 49 of the Listing Agreement is included in this Report. 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.

32. 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 III.

33. 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 2015-16 has been paid.

34. 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 sustained growth of the Company. Your Directors also sincerely thank to all the stakeholders, customers, vendors, bankers, business associates, government, other statutory bodies and look forward to their continued assistance, co-operation and support.

Place: Ahmedabad For and on behalf of the Board

Date: August 14, 2015 Sd/- Sd/-

Ashok C. Shah Shalin A. Shah

Director Managing Director

DIN: 02467830 DIN: 00297447

---

Mar 31, 2014

Dear Shareholders,

The Directors are pleased to present the 23rd Annual Report of the Company and Audited Accounts for the financial year ended 31st March, 2014.

Financial Results:

The financial highlights of the Company on Standalone basis are as below:

(Rs. In Lacs) Paticular 2013 -14 2012-13

Sales & Other Income 389.51 78.63

Expenditure 231.62 26.57

Profit before Depreciation & Taxation 157.89 52.06

Depreciation 3.04 3.08

Taxation 9.70 0.00

Net Profit after tax for the year 145.15 48.98

Dividend

Taking into consideration the profits for the financial year 2013-14 and a positive outlook for the future, the Board of Directors ("the Board") is pleased to recommend a dividend of Rs. 0.25/- per share, being 2.5% on the par value of Rs.10/- per share on 3,87,51,645 Equity Shares of the Company to be appropriated from the profits of the Company for the financial year 2013-14. Status of the Project:

The Company is engaged in the business of Oil & Gas exploration and production, and currently the company is carrying on these activities through its 100% step down subsidiaries. The Company currently holds 30% participating interest (through its 100% owned subsidiary) in six producing Oil & Gas fields in the Cambay Basin. It is an operator in majority of these fields (with remaining held by ONGC, Government of India undertaking and GSPCL – Gujarat State Petroleum Corporation Limited).

Future outlook:

The Company plans to acquire new units producing small & medium sized Oil and Gas fields in India & abroad to increase production levels. The Company is planning strategic entry into proven basins across the globe and own marquee assets – presently evaluating on shore producing assets in South East Asian Region.

Subsidiary Company:

With a view to market the Company across the globe, your company has 5 International subsidiaries. Apart from International subsidiaries, there is one wholly owned Indian subsidiary.

Statement under Section 212 of the Companies Act, 1956 relating to subsidiaries is enclosed herewith. Further as required under Accounting Standard 21, consolidated account of parent and subsidiary companies are also enclosed with the accounts.

Particulars of Employees:

There are no employees drawing remuneration exceeding the limit stipulated under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

Statutory Information:

During the period under review, several energy conservation initiatives were adopted and were taken by the Company and its subsidiaries u/s 217(1)(e). There are no plans to import any kind of technology for the project and hence information regarding its absorption is not applicable. There were no research activities carried out during the year as well as no foreign exchange income or outgo during the year.

Directors:

Mr. Ashok C. Shah, retires from the Board by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

Brief resume of the Director seeking appointment / reappointment together with membership of Committees of the Board and Shareholding of non-executive directors as stipulated under Annexure to AGM Notice.

Public Deposits:

Your company has not accepted any fixed deposit under Section 58A of the Companies Act, 1956 and hence no amount of principal or interest was outstanding as at the Balance Sheet date.

Auditors:

The Statutory Auditors of the Company M/s. Pankaj K. Shah Associates, Chartered Accountants, retire at the ensuing Annual General Meeting. The Company has received written certificate from them, as required under The Companies (Audit & Auditors) Rules, 2014.

The Audit Committee and the Board of Directors recommended reappointment of M/s. Pankaj K. Shah Associates, Chartered Accountants, as Statutory Auditors of the Company upto the conclusion of the Annual General Meeting to be held in 2019 for shareholder''s approval.

Auditors Report:

The observations made in the Auditors'' Report, read with the relevant notes thereon are self-explanatory and therefore do not call for any further comments under Section 217 of the Companies Act, 1956.

Director''s responsibility Statement:

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to the Directors'' Responsibility Statement, it is hereby confirmed:

1. That in the preparation of the Accounts for the Financial Year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 ended on 31st March, 2014 and of the profit and loss of the Company for the year under review;

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the Directors have prepared the accounts for the financial year ended 31st March, 2014 on ''going concern'' basis.

Corporate Governance:

Pursuant to Clause 49 of the Listing Agreement, a report on Corporate Governance is given in Annexure – II.

Management Discussion & Analysis:

Management Discussion & Analysis is given separately and forms part of this Annual Report.

Acknowledgment:

The Board greatly appreciates the commitment and dedication of employees at all levels who have contributed to the growth and success of the Company. We would also thank all our clients, vendors, investors, bankers and other business associates for their continued support and encouragement during the year.

We also thank the Government of India, Government of Gujarat, Ministry of Commerce and Industry, Ministry of Finance, Customs and Excise Departments, Income Tax Department, and all other Government Agencies for their support during the year and look forward to their continued support in the future.

On behalf of Board of Directors

Date : 02/09/2014 Shalin A. Shah Ashok C. Shah Place : Ahmedabad Managing Director Director

---

Mar 31, 2013

Dear Shareholders,

The Directors are pleased to present the 22ncl Annual Report of the Company and Audited Accounts for the financial year ended 31st March, 2013.

Financial Results:

The financial highlights of the Company on Standalone basis are as below:



(Rs. In Lacs)

Particulars 2011-2012 2012-2013

Sales & Other Income 4581.69 78.63

Profit before Depreciation & Taxation 4595.42 26.57

Depreciation 3.07 3.08

Taxation 0.00 0.00

Net Profit after tax for the year (16.80) 48.98



Dividend

Taking into consideration the profits for the financial year 2012-13 and a positive outlook for the future, the Board of Directors ("the Board") is pleased to recommend a maiden dividend of Rs. 0.10/- per share, being 1% on the par value of Rs. 10/- per share on 3,87,51,645 Equity Shares of the Company to be appropriated from the profits of the Company for the financial year 2012-13.

Status of the Project:

The Company is engaged in the business of Oil & Gas exploration and production, and currently the company is carrying on these activities through its 100% step down subsidiaries. The Company currently holds 30% participating interest (through its 100% owned subsidiary) in six producing Oil & Gas fields in the Cambay Basin. It is an operator in majority of these fields (with remaining held by ONGC, Government of India undertaking and GSPCL - Gujarat State Petroleum Corporation Limited).

Future outlook:

The Company plans to acquire new units producing small & medium sized Oil and Gas fields in India & abroad to increase production levels. The Company is planning strategic entry into proven basins across the globe and own marquee assets - presently evaluating on shore producing assets in South East Asian Region. Subsidiary Company:

With a view to market the Company across the globe, your company has 5 International subsidiaries. Apart from International subsidiaries, there is one wholly owned Indian subsidiarie.

Statement under Section 212 of the Companies Act, 1956 relating to subsidiaries is enclosed herewith. Further as required under Accounting Standard 21, consolidated account of parent and subsidiary companies are also enclosed with the accounts.

Particulars of Employees:

There are no employees drawing remuneration exceeding the limit stipulated under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

Statutory Information:

During the period under review, several energy conservation initiatives were adopted and were taken by the Company and its subsidiaries u/s 217(l)(e). There are no plans to import any kind of technology for the project and hence information regarding its absorption is not applicable. There were no research activities carried out during the year as well as no foreign exchange income or outgo during the year.

Directors:

Mr. Malav Mehta and Mr. Ilesh Shah, retires from the Board by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment.

Brief resume of the Directors seeking appointment / reappointment together with membership of Committees of the Board and Shareholding of non-executive directors as stipulated under Annexure to AGM Notice.

Public Deposits:

Your company has not accepted any fixed deposit under Section 58A of the Companies Act, 1956 and hence no amount of principal or interest was outstanding as at the Balance Sheet date.

Auditors:

The Statutory Auditors of the Company M/s. Pankaj K. Shah Associates, Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office of Statutory Auditors, if reappointed.

The Audit Committee and the Board of Directors recommended reappointment of M/s. Pankaj K. Shah Associates, Chartered Accountants, as Statutory Auditors of the Company for the financial year 2013-14 for shareholder''s approval.

Auditors Report:

The observations made in the Auditors'' Report, read with the relevant notes thereon are self-explanatory and therefore do net call for any further comments under Section 217 of the Companies Act, 1956.

Director''s responsibility Statement:

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to the Directors'' Responsibility Statement, it is hereby confirmed:

1. That in the preparation of the Accounts for the Financial Year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 ended on 31st March, 2013 and of the profit and loss of the Company for the year under review;

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the Directors have prepared the accounts for the financial year ended 31st March, 2013 on ''going concern'' basis.

Corporate Governance:

Pursuant to Clause 49 of the Listing Agreement, a report on Corporate Governance is given in Annexure - II.

Management Discussion & Analysis:

Management Discussion & Analysis is given separately and forms part of this Annual Report.

Acknowledgment:

The Board greatly appreciates the commitment and dedication of employees at all levels who have contributed to the growth and success of the Company. We would also thank all our clients, vendors, investors, bankers and other business associates for their continued support and encouragement during the year.

We also thank the Government of India, Government of Gujarat, Ministry of Commerce and Industry, Ministry of Finance, Customs and Excise Departments, Income Tax Department, and alt other Government Agencies for their support during the year and look forward to their continued support in the future.



On behalf of Board of Directors

Date : 30.05.2013 Shalin A. Shah Ashok C. Shah

Place : Ahmedabad Managing Director Director

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Mar 31, 2012

The Directors are pleased to present the 21st Annual Report of the Company and Audited Accounts for the financial year ended 31st March, 2012.

Financial Results:

The financial highlights of the Company on Standalone basis are as below:

(Rs. In Lacs)

Particulars 2010-2011 2011-2012

Sales & Other Income 598.21 4563.40

Profit before Depreciation & Taxation 4.25 (32.01)

Depreciation 3.55 3.08

Taxation 1.55 -

Net Profit after tax for the year (0.85) (35.09)

Status of the Project:

The Company is engaged in the business of Oil & Gas exploration and production, and currently the company is carrying on these activities through its 100% owned subsidiaries. The Company currently holds 30% participating interest (through its 100% owned subsidiary) in six producing Oil & Gas fields in the Cambay Basin. It is an operator in majority of these fields (with remaining held by ONGC, Government of India undertaking and GSPCL -Gujarat State Petroleum Corporation Limited).

Future outlook:

The Company plans to acquire new units producing small & medium sized Oil and Gas fields in India & abroad to increase production levels. The Company is planning strategic entry into proven basins across the globe and own marquee assets - presently evaluating on shore producing assets in South East Asian Region.

Subsidiary Company:

With a view to market the Company across the globe, your company has 4 International subsidiaries. Apart from International subsidiaries, there are 2 Indian subsidiaries.

Statement under Section 212 of the Companies Act, 1956 relating to subsidiaries is enclosed herewith. Further as required under Accounting Standard 21, consolidated account of parent and subsidiary companies are also enclosed with the accounts.

Particulars of Employees:

There are no employees drawing remuneration exceeding the limit stipulated under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

Statutory Information:

Particulars of conservation of energy etc. u/s 217(1)(e) are not applicable as the Commercial Production has not yet commenced. There are no plans to import any kind of technology for the project and hence information regarding its absorption is not applicable. There is no foreign exchange income or outgo.

Directors:

Mr. Pravinbhai Trivedi and Mr. Hariyant Shelat, retires from the Board by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment.

Brief resume of the Directors seeking appointment / reappointment together with membership of Committees of the Board and Shareholding of non-executive directors as stipulated under Annexure to AGM Notice.

Public Deposits:

Your company has not accepted any fixed deposit under Section 58A of the Companies Act, 1956 and hence no amount of principal or interest was outstanding as at the Balance Sheet date.

Auditors:

The Statutory Auditors of the Company M/s. Pankaj K. Shah Associates, Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office of Statutory Auditors, if reappointed.

The Audit Committee and the Board of Directors recommended reappointment of M/s. Pankaj K. Shah Associates, Chartered Accountants, as Statutory Auditors of the Company for the financial year 2012-13 for shareholder's approval.

Auditors Report:

The observations made in the Auditors' Report, read with the relevant notes thereon are self-explanatory and therefore do not call for any further comments under Section 217 of the Companies Act, 1956.

Director's responsibility Statement:

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to the Directors' Responsibility Statement, it is hereby confirmed:

1. That in the preparation of the Accounts for the Financial Year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 ended on 31st March, 2012 and of the profit and loss of the Company for the year under review;

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the Directors have prepared the accounts for the financial year ended 31st March, 2012 on 'going concern' basis.

Corporate Governance:

Pursuant to Clause 49 of the Listing Agreement, a report on Corporate Governance is given in Annexure - II.

Management Discussion & Analysis:

Management Discussion & Analysis is given separately and forms part of this Annual Report. Acknowledgment:

The Board greatly appreciates the commitment and dedication of employees at all levels who have contributed to the growth and success of the Company. We would also thank all our clients, vendors, investors, bankers and other business associates for their continued support and encouragement during the year.

We also thank the Government of India, Government of Gujarat, Ministry of Commerce and Industry, Ministry of Finance, Customs and Excise Departments, Income Tax Department, and all other Government Agencies for their support during the year and look forward to their continued support in the future.

On behalf of Board of Directors

Date : 04.09.2012 Shalin A. Shah AshokC. Shah

Place: Ahmedabad. Managing Director Director

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Mar 31, 2011

Dear Members, your Directors are pleased to present the 20th Annual Report of the Audited, Accounts for the financial year ended 31st March,2011.

Financial Results The financial highlights of the Company for the fiscal year 2010 as compared to the previous fiscal year on Consolidated and Standalone basis are as below:

Particulars 2009-2010 2010-2011

Sales & Other income 598.21 204.70

Profit before Depreciation & Taxation 4.25 3.88

Depreciation 3.55 3.27

Taxation 1.55 0.20

Net profit after tax the year (0.85) 0.41

Status of the project.

The Company is engaged in the business of Oil & Gas exploration and production, and currently the company is carrying on these activities through its 100% owned subsidiaries. The Company currently holds 30% participating interest (through its 100% owned subsidiary) in six producing Oil & Gas fields in the Cambay Basin. It is an operation in majority of these fields (with remainder held by Government of India and operator as GSPCL-Gujarat State Petroleum Corporation Limited).

Future outlook

The Company plans to acquire new units producing small & medium sized Oil & Gas fields in India & abroad to push production levels to 2500 BOPD mark. The Company is planning strategic entry into proven asins across the globe and own marquee assets - presently evaluating on share producing assets in South East Asian region.

Finance

During the year the Company has raised finance by issuing Equity share, Share Warrants and OFCD under preferential issue guideline of the SEBI to finance the projects of the Company.

Share Capital

The paid up equity share capital of your Company increased to Rs.387,516,450 due to Conversion of 5,714,285 OFCD 5,714,285 Equity Shares of Rs.10/- each as on 15.02.2011

Subsidiary Company

With a view to market the Company across the globe, your Company has 4 International subsidiaries. A part from International subsidiaries, there are 2 Indian subsidiaries.

Statement under Section 212 of the Companies Act, 1956 relating to subsidiaries is enclosed herewith. Further as required under Accounting Standard 21, consolidated account of parent and subsidiary Companies are also enclosed with the accounts.

Particulars of Employers

There are no employees drawing remuneration exceeding the limit stipulated under Section 217(2A) of the Companies Act, 1956. read with the Companies (Particulars of Employees) Rules, 1975.

Statutory Information

Particulars of conversation of energy etc. U/s 217(1)(e) are not applicable as the Commercial Production has not yet commenced. There are no plans to import any kind of technology for the project and hence information regarding its absorption is not applicable. There is no foreign exchange income or outgo.

Directors

Mr.Ashok C.Shah retire from the Board by rotation at the ensuring Annual general Meeting and being eligible offer himself for reappointment.

Brief resume of the Directors seeking appointment / reappointment together with the nature of their expertise in specific functional areas, name of Companies in which they hold directorships and the membership of Committee of the Board and Shareholding of non-executive directors as stipulated under clause 49 of the listing Agreement are given in the Corporate Governance Report and Annexure to AGM Notice.

Public Deposits

Your Company has not accepted any fixed deposit under Section 58A of the Companies Act,1956 and hence no amount of principal or interest was outstanding as at the Balance Sheet date.

Auditors

The Statutory Auditors of the Company M/s. Pankaj k. Shah, Chartered Accountants, retire at the ensuring Annual General Meeting and have confirmed their eligibility and willingness to accept office of Statutory Auditors, if reappointed.

Directors responsibility statement

Pursuant to the requirement under section 217(2AA) of the Companies Act,1956,with respect to the Director's Responsibility Statement, it is hereby confirmed:

1. That in the preparation of the Accounts for the Financial Year ended 31st March, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the year under review.

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities:

4. That the Directors have prepared the accounts for the financial year ended 31st March,2011 on 'going concern ‘basis.

Management Discussion & Analysis

Management Discussion & Analysis is given separately and forms part of this annual report.

Acknowledgment

The Board greatly appreciates the commitment and dedication of employs at all levels who have contributed to the growth and success of the Company. We would also thank all our clients, vendors, investors, bankers and other business associates for their continued support and encouragement during the year. We also thank the Government of India, Government of Gujarat, Ministry of Commerce and Industry, Ministry of Finance, Customs and Excise Departments, Income Tax Department, and all other Government Agencies for their support during the year and look forward to their continued support in the future.



By Order of the Board

For Gujarat Natural Resources limited

Place: Ahmedabad Ashok C Shah

Date : 03.09.2011 Chairman

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Mar 31, 2010

The Directors have pleasure in presenting their 19th Annual Report together with the audited statement of accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS :

The following figures represent the results for the year :- (Rs. In lacs)

2009-2010 2008-2009 Rs. Rs.

Sales & Other Income 204.70 71.97

Profit before Depreciation & Taxation 3.88 2.03

Depreciation 3.27 1.31

Taxation 0.20 0.14

Net Profit After Tax for the year 0.41 0.57

STATUS OF THE PROJECT :

The company is engaged in the business of Oil & Gas exploration and production, and currently the company is carrying on these activities through its 100% owned subsidiaries. The company currently holds 30% participating interest (through its 100% owned subsidiary) in six producing Oil & Gas fields in the Cambay Basin. It is an operator in majority of these fields (with remainder held by Government of India and operator as GSPCL- Gujarat State Petroleum Corporation Limited).

FUTURE OUTLOOK:

The company plans to acquire new units producing small & medium sized Oil & Gas fields in India & abroad to push production levels to 2500 BOPD mark. The company is planning strategic entry into proven basins across the globe and own marquee assets - presently evaluating onshore producing assets in South East Asian region.

FINANCE:

During the year the company has raised finance by issuing Equity Shares, Share Warrants and OFCD under preferential issue guideline of the SEBI to finance the projects of the company.

DE-MERGER OF STEEL DIVISION:

During the year, the company has received an order from High Court of Gujarat sanctioning the Scheme of Arrangement in nature of De-merger of Steel Division of the company and it is effective from 4th February, 2010 and accordingly the effect of this de-merger scheme is given in this years account as the appointed date was 1st April 2009.

SUBSIDIARY COMPANY:

During the year, the company has acquired 100% stake in M/s. Gorlas Oil and Gas Private Limited for total consideration of Rs. 1543.50 lacs and it became subsidiary of the company. Further M/s. Alkor Petro Overseas Ltd., M/s. Heramec Ltd, M/s. Gorlas Corporate Holdings Ltd, and M/s. Heramec Oil & Gas (Singapore) PTE Ltd. being subsidiary of M/s. Gorlas Oil and Gas Pvt. Ltd. (Now known as Sigma oil and Gas Pvt. Ltd.) all these companies also became the subsidiary of the company. Moreover M/s. Gorlas Global Energy PLC ISLE of MAN being subsidiary of M/s. Gorlas Corporate Holdings Ltd., the said company also became the subsidiary of the Company. Statement under Section 212 of the Companies Act, 1956 relating to subsidiaries is enclosed herewith. Further as required under Accounting Standard 21, consolidated account of parent and subsidiary companies are also enclosed with the accounts.

PARTICULARS OF EMPLOYEES:

There are no employee drawing remuneration exceeding the limit stipulated under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

STATUTORY INFORMATION:

Particulars of conservation of energy etc. u/s. 217(1)(e)arenot applicable as the Commercial Production has not yet commenced. There are no plans to import any kind of technology for the project and hence information regarding its absorption is not applicable. There is no foreign exchange income or outgo.

DIRECTORS:

Mr. Hariyant C. Shelat and Mr. Shalin A. Shah retire from the Board by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

Mr. Pravin P. Shah ceased to be a Director due to death during the year and the board appreciate the services rendered by him.

Mr. Pravinbhai V. Trivedi was appointed as Additional Director by the Board with effect from 23rd January, 2010. He holds such office upto the date of the ensuring Annual General Meeting and being eligible offers himself for reappointment.

Brief resume of the Directors seeking appointment / reappointment together with the nature of their expertise in specific functional areas, name of companies in which they hold directorships and the membership of Committees of the Board and Shareholding of non-executive directors as stipulated under clause 49 of the Listing Agreement are given in the Corporate Governance Report and Annexure to AGM Notice.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits during the year under review.

AUDITORS:

M/s Naimish K. Shah & Co, Chartered Accountants, Ahmedabad, is not eligible for reappointment and therefore M/s. Pankaj K. Shah Associates, Chartered Accountants, Ahmedabad be appointed as an Auditors of this company to hold office from this meeting until the conclusion of the next Annual General Meeting.

AUDIT OBSERVATIONS:

With reference to the observations of the Auditors on the accounts, the notes on accounts in the Schedule are self- explanatory.

DIRECTORS RESPONSBILITY STATEMENT:

In compliance of Section 217(2AA), as incorporated by the Companies (Amendment) Act, 2000 in the Companies Act, 1956 your Directors confirm:

i) That, in the preparation of the annual accounts, the applicable accounting standards had been followed,

ii) That, 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 ended on 31st March2010 and of the profit or Loss of the company for the year.

iii) That, the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) That, the directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT:

The Directors wish to place on record the unstinted efforts and dedicated services extended by the employees at all levels and the support received at all times from customers, suppliers, agents, and general public for their support and confidence reposed in the management.

Your Directors are also grateful to the Central and State Government Authorities and Companys Bankers for their continued assistance and support.

The Directors also express their sincere thanks to all the Shareholders for the continued support and trust they have reposed in the management.

By Order of the Board FOR, Gujarat Natural Resources Limited.

Ashok C.Shah [Chairman]

Place : Ahmedabad Date : 04.09.2010

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Mar 31, 2009

The Directors have pleasure in presenting their 18th Annual Report together with the audited statement of - accounts for the year ended 31st March,2009.

FINANCIAL RESULTS

The following figures represent the results for the year :

2008-2009 2007-2008 Rs. Rs.

Sales & Other Income 71,97,322 1,04,44,433

Profit before Depreciation & Taxation 2,02,654 2,73,156

Depreciation 1,31,341 1,43,155

Taxation 14,000 75,000

Net Profit After Tax for the year 57,313 55,001

STATUS OF THE PROJECT :

The company is engaged in the business of Oil & Gas exploration and production, and currently the company is carrying on these activities through its 100% owned subsidiaries. The company currently holds 30% participating interest (through its 100% owned subsidiary) in six producing Oil & Gas fields in the Cambay Basin. It is an operator in majority of these fields (with remainder held by Government of India as operator and GSPCL- Gujarat State Petroleum Corporation Limited).

FINANCE :

During the year company had received call money on warrants and shares were alloted to warrant holders.

FUTURE OUTLOOK:

The company through its 100% owned subsidiaries expects to generate revenue of Rs. 11 crores and net profit of Rs. 5 crores in FY2010 which the revenues are expected to touch Rs. 90 crores by 2015.

PARTICULARS OF EMPLOYEES :

There are no employee drawing remuneration exceeding the limit stipulated under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

STATUTORY INFORMATION :

Particulars ofconservation of energy etc. u/s. 217(1)(e)arenot applicable as the Commercial Production has not yet commenced. There are no plans to import any kind of technology for the project and hence information regarding its absorption is not applicable. There is no foreign exchange income or outgo.

DIRECTORS:

Mr. Shalin A. Shah and Mr. Ashok C. Shah retire from the Board by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

PUBLIC DEPOSITS :

Your Company has not accepted any deposits during the year under review.

AUDITORS:

M/s Naimish K. Shah & Co, Chartered Accountants, Ahmedabad, Auditors of the company held office until the conclusion of the ensuing Annual General Meeting and, being eligible have expressed their willingness to be re- appointed.

AUDIT OBSERVATIONS :

With reference to the observations of the Auditors on the accounts the notes to the Schedule are self- explanatory.

DIRECTORS RESPONSBILITY STATEMENT

In compliance of Section 217(2AA), as incorporated by the Companies (Amendment) Act, 2000 in the Companies Act, 1956 your Directors confirm :

i) That, in the preparation of the annual accounts, the applicable accounting standards had been followed,

ii) That, 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 ended on 31s March2009 and of the profit or Loss of the company for the year.

iii) That, the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) That, the directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT :

The Directors wish to place on record the unstinted efforts and dedicated services extended by the employees at all levels and the support received at all times from customers, suppliers, agents, and general public for their support and confidence reposed in the management.

Your Directors are also grateful to the Central and State Government Authorities and Companys Bankers for their continued assistance and support. The Directors also express their sincere thanks to all the Shareholders for the continued support and trust they have reposed in the management.

For and on behalf of the Board, FOR, Lesha Energy Resources Limited.

Place : Ahmedabad

Date : 01.09.2009 ASHOK C. SHAH

Chairman & Managing Director.