Gandhar Oil Refinery (India) Ltd

Overview

• Standalone BRSR for FY2025-26; main activity is Divyol-branded specialty oils and lubricants.
• Reporting boundary: standalone; two plants and 22 locations nationwide.
• Exports contributed 29.20% of turnover.
• Turnover: 3,422.56 Cr; Net worth: 1,300.30 Cr.
• Group includes wholly owned subsidiaries; Texol Lubritech FZC (50.10%); Texol Lubricants Manufacturing LLC (0%).

Key ESG Risks & Opportunities

• Climate change risk with potential regulatory shifts and higher energy costs.
• Occupational health and safety risk; mitigated by ISO 45001-based OHSMS.
• Waste and hazardous materials management risk; addressed via procedures and authorized disposal.
• Water and energy conservation seen as opportunities to reduce costs and improve resilience.
• Financial implications: climate and safety risks negative; efficiency gains positive.

Governance & Policy Highlights

• Board-level Risk Management Committee oversees material ESG risks and opportunities.
• Anti-bribery policy with zero-tolerance; Vigil Mechanism/Whistleblower in place.
• Policies approved by the Board; governance policies accessible on company site.
• OHSMS aligned to ISO 45001:2018; periodic internal and external audits.
• No fines/penalties for corruption reported; assurance on ESG not applicable.

Social Responsibility & Workforce

• Total employees: 286 permanent and 79 workers; 254 male, 32 female.
• Board women 33.33%; Key Management Personnel women 20%.
• LTIFR: Nil; no fatalities.
• Health/safety training: 67.5% of employees; 92.4% of workers; Board/KMP 100%.
• Grievance mechanisms: POSH, Whistle Blower, Vigil Mechanism in place.
• No employees with disabilities as of year-end; equal opportunity policy aligned with disability act.

Environmental Performance

• Total energy consumption: 22,263.16 units; renewable share: 2,114.86 units (approx. 9.5%).
• Scope 1: 700.19 MT CO2e; Scope 2: 1986.52 MT CO2e; intensity: 0.785 MT CO2e per crore turnover.
• Water withdrawal: 8,338.82 kl; water intensity: 2.436 per turnover; PPP-adjusted 49.557.
• Total hazardous waste: 22.72 MT; incineration 2.045; landfilling 18.77; other disposal 1.88.
• ZLD system with STP and oil–water separator; solar generation 285,696 kWh; 14,840 kWh exported.
• Air emissions: NOx 22.61 mg/Nm3; SOx 16.79; PM 80.63.
• Renewable energy share increased by 1 percentage point; EPR for plastic packaging registered with CPCB.

Stakeholder Engagement & Complaints

• Stakeholder groups: Customers, Suppliers, Communities, Regulators, Shareholders, Employees.
• Engagement channels include meetings, surveys, grievance system, website/social channels; frequency: Regular.
• Complaints filed in FY2025-26: 0; complaints pending resolution: 0 across groups.
• Grievance policies including Vigil Mechanism; details accessible via policy links.
• Management periodically reports stakeholder inputs to the Board and committees.

Other Notable Metrics

• Inputs from MSMEs: 1.81%; direct inputs from India: 25.18%.
• R&D expenditure: not disclosed; Capex investments reported at 90.10%.
• Policy on data privacy/cybersecurity in place; no data breaches reported.
• Seven trade associations listed; no material anti-competitive actions reported.
• CSR turnover and basic financials disclosed; no assurance provider engaged.

Financial highlights

• Consolidated revenue from operations: ₹4,254.60 crore (FY26).
• PAT: ₹137.25 crore.
• EBITDA: ₹234.5 crore.
• EPS: ₹13.83.

Geography & markets

• Overseas revenue share: 42.84%.
• Domestic revenue: ₹2,426.12 crore.
• PHPO finished goods revenue share: 48%.

Operations & capacity

• Capacity utilization across plants: 93%.
• Added storage capacity: ~20,000 kL.
• PHPO finished goods revenue share covered in geography metrics.

Dividends & expansion

• Interim dividend ₹0.75 per equity share.
• Final dividend not recommended.

Corporate actions & governance

• Expansion: Taloja capacity expansion; expansion in South Africa.
• Texol Lubritech FZC subsidiary held at 50.10%; Texol Oils FZC liquidated.

AGM Details

• AGM scheduled on Friday, September 11, 2026 at 11:00 a.m. via VC/OAVM.
• Register of members and share transfer books closed Sept 4–11, 2026; voting cut-off Sept 4, 2026.

Resolutions Proposed

• Ordinary Resolution: Adopt standalone financial statements for FY2025-26.
• Ordinary Resolution: Adopt consolidated financial statements for FY2025-26.
• Ordinary Resolution: Re-appoint director retiring by rotation.
• Ordinary Resolution: Ratify remuneration of Cost Auditor for FY2026-27 at ₹1,20,000.
• Special Resolution: Appoint Shyam Chandrabhan Agrawal as Independent Director for five years.
• Special Resolution: Alter MOA to include trading in financial instruments.

Voting Status

• Voting outcomes not disclosed in this notice.

Director Changes

• Appointment of Shyam Chandrabhan Agrawal as Independent Director for five years from July 22, 2026.
• Independent Director vacancy filled due to resignation of Deena Mehta; appointee not liable to rotate.

Auditors & Fees

• Remuneration for Cost Auditor ratified for FY2026-27 at ₹1,20,000 plus taxes and out-of-pocket expenses.

MOA/Objects Change

• MOA alteration to insert new clause enabling dealing in shares, securities, derivatives, and other financial instruments.

Purpose

• Submission of voting results and Scrutinizer’s Report for the postal ballot.

Filing details

• Voting conducted 19 July to 17 August 2026; results uploaded on company site and MUFG Intime site.

Land acquisition

• Purchase agreement dated Aug 13, 2026 for land of 86.50 gunthe (8751.33 sqm) in Kherane Khurd, Panvel, Raigad.
• The consideration for the land is Rs 5,50,43,998.
• Counterparties include Lahu Atmaram Patil, Eknath Atmaram Patil, Geeta Namdeo Patil & others.
• Not a related party transaction.

Meeting Details

• Date: 23 July 2026
• Event: Q1 FY27 Earnings Conference Call hosted by Gandhar Oil Refinery (India) Limited
• Type/Mode: group earnings call; virtual with listen-only lines

Participants

• Key company participants: Joint Managing Director; Chief Financial Officer

Purpose

• Discuss Q1 FY27 earnings and investor Q&A

Additional Notes

• Transcript of Q1 FY27 earnings call available on Gandhar's website (Transcript-23.07.2026.pdf)