Shareholders meeting

September 11, 2026 Listing Department Listing & Compliance Department BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, 5th Floor Dalal Street, Mumbai – 400001 Plot No. C/1, “G” Block BSE Scrip Code: 544029 Bandra-Kurla Complex Bandra (E), Mumbai – 400 051 Symbol: GANDHAR Subject: Proceedings of 34th Annual General Meeting (“AGM”) of the Company held on Friday, September 11th, 2026 The 34th Annual General Meeting of the Company was held today i.e. Friday, September 11, 2026, through Video Conferencing (“VC”) /Other Audio Visual Means (“OAVM”) in accordance with the applicable circular(s) issued by the Ministry of Corporate Affairs and Securities and Exchange Board of India to transact business as stated in Notice dated July 22, 2026. We hereby enclose Proceedings of the 34th Annual General Meeting of the Company pursuant to Regulation 30 read with Para A of Part A of Schedule III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. You are requested to kindly take the same on record. Thanking you, Yours Faithfully For Gandhar Oil Refinery (India) Limited Binal Khosla Company Secretary and Compliance Officer Mem. No.: A29802 Encl: a/a SUMMARY OF PROCEEDINGS OF 34th ANNUAL GENERAL MEETING OF GANDHAR OIL REFINERY (INDIA) LIMITED The 34th Annual General Meeting (“AGM/ Meeting”) of the members of the Company was held on Friday, September 11, 2026 through Video-conference/Other Audio Visual Means (VC/OAVM) facility in accordance with the applicable provisions of Companies Act, 2013 (“the Act”) read with Rules framed thereunder, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) and Circulars issued by Ministry of Corporate Affairs (MCA) and Securities and Exchange Board of India (SEBI) from time to time. The Meeting commenced at 11:00 A.M. (IST) and concluded at 11:45 A.M. (IST) (including 15 minutes’ time allowed for e-voting at AGM). Mr. Ramesh Parekh, Chairman & Managing Director of the Company, chaired the meeting. All the Directors including Chairman of Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committee were present at the meeting. The representatives of the Statutory Auditors, Secretarial Auditors and Scrutinizers were also present at the meeting. Mr. Santokhsingh Karamsingh Sandhu, Non-Executive and Independent Director was unable to attend the meeting owing to certain unforeseen exigency. Further total 35 members attended the Annual General Meeting through Video Conferencing Ms. Binal Khosla, Company Secretary and Compliance Officer welcomed all the Shareholders attending the Meeting through Video Conferencing and informed the members that the AGM was conducted through VC / OAVM, without the physical presence of members, in accordance with the applicable circulars issued by the Ministry of Corporate Affairs (“MCA”) and Securities and Exchange Board of India (“SEBI”). Thereafter, she introduced the Directors and Senior Management of the Company attending the meeting through Video Conference from their respective locations. She further introduced Mr. Sunil Kumar Nuwal, Partner of M/s. K J K & Associates, Chartered Accountants, Statutory Auditors and Mr. Vishal N Manseta, Practicing Company Secretary, Secretarial Auditor of the Company. She further introduced CS Sandhya R. Malhotra, Partner at M/s. Manish Ghia & Associates, as the Scrutinizers to scrutinize the voting through electronic means (i.e. remote e-voting and voting at the meeting through electronic voting system) in a fair and transparent manner and provide the consolidated voting result. She further briefed the members on the procedure to be followed during the Meeting, both for the registered speakers and other shareholders attending the Meeting, after which, she requested the Chairman to conduct the proceedings of the Meeting. She then informed that participation of members through Video Conference was being reckoned for the purpose of quorum as per Section 103 of the Companies Act, 2013 and circular issued by MCA and after ascertaining the requisite quorum being present, she called the meeting to the order. Ms. Binal Khosla apprised the shareholders that as per the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of Companies (Management and Administration) Rules, 2014 and Regulation 44(3) of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 the Company had provided remote e-voting facility through MUFG Intime India Pvt Ltd, to the shareholders to cast their votes electronically, on all the resolutions set out in the Notice convening the meeting and then briefed the members on the e-voting facility. She also informed the shareholders that the requisite registers as required to be placed before the AGM maintained as per provisions of Section 170 and 189 of the Companies Act, 2013 were open for inspection for the members till the conclusion of the meeting by way of weblink on the website of the MUFG Intime India Pvt Ltd. The Company Secretary then handed over to Mr. Ramesh Parekh, Chairman & Managing Director to give the brief to the shareholders of the Company about the business highlights of the Company for the Financial Year 2025-26 and future plans for business growth. Mr. Ramesh Parekh presented a welcome communication to the shareholders and explained the performance of the Company in brief and handed over to Mr. Aslesh Parekh, Joint Managing Director of the Company. Mr. Aslesh Parekh then briefed the members about the financials and future prospects of the Company. It was then informed that the Notice dated July 22, 2026, convening the 34th AGM along with the Annual Report for the financial year ended March 31, 2026 were already circulated to the members electronically and the same was taken as read. It was also informed that members who had not voted earlier through remote e-voting can cast their vote during the course of this meeting as the e-voting shall remain open for further period of 15 minutes after conclusion of the meeting. Thereafter, the following agenda items of the business as stated in the Notice of 34th AGM were taken up for consideration: Sr. No. Details of Resolution Resolutions Type ORDINARY BUSINESS 1. To receive, consider and adopt the Audited Standalone Ordinary Financial Statements of the Company for the Financial Year ended March 31, 2026 together with the Reports of the Board of Directors and the Auditors thereon 2. To receive, consider and adopt the Audited Consolidated Ordinary Financial Statements of the Company for the Financial Year ended March 31, 2026 together with the Report of the Auditors thereon. 3. To appoint a Director in place of Mr. Ramesh Babulal Parekh Ordinary (DIN: 01108443), who retires by rotation pursuant to Section 152(6) of the Companies Act, 2013 and being eligible, offers himself for re-appointment; SPECIAL BUSINESS 4. To ratify remuneration payable to the Cost Auditor appointed Ordinary by board of directors for the financial year 2026-2027; 5. To consider and approve appointment of Mr. Shyam Special Chandrabhan Agrawal (DIN: 00541214) as an Independent Director of the Company for first term of five (5) years with effect from July 22, 2026 to July 21, 2031 (both day inclusive) 6. To alter the other ancillary of the object clause of the Special Memorandum of Association of the Company Then Ms. Binal Khosla invited the members who had registered themselves as speakers who then put forth their queries, comments and views, Mr. Indrajit Bhattacharyya, Chief Financial Officer responded to the queries and provided clarifications to the members. The Chairman concluded the meeting by placing on record his appreciation and gratitude for all the stakeholders for having reposed their trust and confidence in the Company. The Chair [Showing first 8,000 characters — download PDF for full document]