Gujarat Natural Resources Ltd

AGM Details

• Date/time: 30 September 2026, 3:00 PM to 3:41 PM.
• Mode: VC/OAVM.
• Quorum confirmed; VC participation counts toward quorum.
• Remote e-voting window: 27–29 September 2026.
• Scrutinizer appointed to oversee voting.

Ordinary Business

• Adoption of standalone and consolidated financial statements with reports.
• Re-appointment of Managing Director on rotation.
• Share split/sub-division of equity shares.
• Alteration of Capital Clause of the Memorandum of Association.

Special Business: Related-Party Transactions

• Approval of material related party transactions with Rhetan TMT Limited.
• Approval of material related party transactions with Ashnisha Industries Limited.
• Approval of material related party transactions with Lesha Industries Limited.
• Approval of material related party transactions with Ashoka Metcast Limited.

Director Changes

• MD re-appointment approved; retirement by rotation.
• Regularisation of appointment of Non-Executive Independent Director.

Auditors

• Statutory auditors attended; no appointment changes disclosed.

Voting Status

• Voting results to be declared within two working days.

Standalone financial highlights

• Total income: Rs 1,688.49 lakh (FY2025-26).
• Revenue from operations: Rs 1,147.66 lakh.
• Net profit after tax: Rs 842.61 lakh.
• Basic EPS: Rs 0.55.

Consolidated financial highlights

• Total income: Rs 4,001.28 lakh (FY2025-26).
• Revenue from operations: Rs 3,052.60 lakh.
• Net profit after tax: Rs 986.57 lakh.
• Consolidated EPS: Rs 0.64.

Dividend & capital allocation

• No dividend recommended for FY2025-26.
• Paid-up share capital increased to Rs 15,340.26 lakh via conversion of 25,000,000 warrants to equity shares.

Capital structure & leverage

• Total borrowings: Rs 460.28 lakh; cash and cash equivalents: Rs 154.37 lakh; net debt: Rs 305.91 lakh.
• Standalone debt-to-equity: 0.02x; Consolidated debt-to-equity: 0.06x.

Audit & governance

• Statutory auditor: GMCA & Co.; Secretarial auditor: Amisha & Co. / Chintan K. Patel (Secretarial).
• Board had 10 meetings in 2025-26; four board committees in operation.
• Independent directors and familiarization programs reported; some governance gaps noted (subsidiary independence).

Corrigendum & AGM details

• Corrigendum to Annual Report 2025-26 submitted; Ashok C. Shah's signature added at key pages.
• 35th AGM scheduled for 30 September 2026 via VC/OAVM.

Subsidiaries & group structure

• GNRL Oil & Gas (I) Private Limited is the Indian subsidiary; GOGL amalgamated into GOGL(I) Pvt Ltd.
• One Indian subsidiary and two foreign step-down subsidiaries; no associates or joint ventures reported.

Outlook & risks

• Business in oil & gas exploration; risks include hydrocarbon prices, regulation, and exploration uncertainties.
• Company aims for continued exploration, efficiency, and prudent resource management.

Gujarat Natural Resources Ltd - Closure of Trading Window

Shareholder communications and AGM details

• The Company dispatched letters to shareholders without registered emails, enabling access to the FY2025-26 Annual Report.
• 35th AGM scheduled for 30 September 2026 at 3:30 PM IST via VC/OAVM.
• Notice and Annual Report for FY2025-26 available at gnrl.in/annual-reports and evotingindia.com.
• E-voting cut-off: 23 September 2026; start 27 September 2026; end 29 September 2026.
• Shareholders to update KYC with DP/RTA before voting.
• Correspondence/queries to Purva Sharegistry (RTA) at support@purvashare.com.

Financial highlights

• Standalone revenue from operations amounted to 1,688.49 Rs Lakhs for year ended 31/03/2026.
• Standalone net profit stood at 842.61 Rs Lakhs for the year.
• Consolidated revenue from operations was 4,001.28 Rs Lakhs for the year ended 31/03/2026.
• Consolidated net profit was 986.57 Rs Lakhs for the year.
• Standalone EPS was 0.55 and Consolidated EPS was 0.64.
• Dividend of FY2025-26 was not recommended.
• Paid-up capital rose to 15,340.26 Rs Lakhs (1,534.03 million shares) as at 31/03/2026.
• Total equity stood at 23,098.35 Rs Lakhs.
• Cash and cash equivalents ended at 154.37 Rs Lakhs.

Capital actions and corporate actions

• Share subdivision of 10:1 approved; 1 Rs10 share sub-divides into 10 Re1 shares.
• Capital Clause altered to reflect authorized capital of Rs 165 crore.
• Regularization of Mrs. Jhanvi Vikas Sethi as Independent Director for five years.
• Preferential warrants issued; 35 million warrants; 2.5 crore equity shares issued on exercise.
• Fund allocation revised from 75.95 crore to 54.25 crore after non-subscription.
• Scheme of amalgamation: GOGL amalgamated into GNRL Oil & Gas (I) Pvt Ltd.
• Record date and other actions to give effect to resolutions authorized to Board.

Related party transactions

• Audit Committee and Board approved material related party transactions; cap not to exceed Rs 150 crore for FY2027-28.
• Parties include Rhetan TMT Limited, Ashnisha Industries Limited, Lesha Industries Limited, and Ashoka Metcast Limited; scope includes sale/purchase of goods and services.
• Transactions to be in ordinary course and at arm's length; omnibus approvals preferred.
• Industry Standards require detailed disclosures; max Rs 150 crore per related party for the year.
• Directors’/KMPs’ interests in related parties disclosed where applicable.
• RPT disclosures and terms to be provided in notes to the financial statements.

Governance and compliance

• Statutory auditors: GMCA & Co; secretarial auditors: Chintan K. Patel; no qualifications noted.
• Secretarial audit flagged non-compliance: independent director not appointed on certain unlisted material subsidiaries; management to address.
• Board held 10 meetings in 2025-26; independent directors met to evaluate performance on 23/03/2026.
• Familiarization program for independent directors conducted; governance disclosures in line with SEBI LODR.

Subsidiaries and group structure

• Indian wholly-owned subsidiary: GNRL Oil & Gas (I) Pvt Ltd; GOGL amalgamated into this entity in Jan 2026.
• Foreign step-down subsidiaries: Heramec Oil & Gas (Singapore) Pte Ltd and Alkor Petro Overseas Ltd.
• No material associates or joint ventures; Form AOC-1 details provided in annual report.
• Three material subsidiaries disclosed; governance and disclosures aligned with LODR.

Outlook and risks

• Outlook: focus on exploration and production, with emphasis on energy demand and regulatory environment.
• Risks include hydrocarbon price volatility, exploration and regulatory uncertainties, and capital availability.
• Management remains focused on growth, efficiency, and prudent resource management.

AGM Details

• 35th AGM on 30 September 2026 at 3:30 PM IST via VC/OAVM.
• Register of Members and Share Transfer Books closed 24-30 September 2026.

Key Resolutions

• Item 1 (Ordinary): Adopt standalone and consolidated financial statements and reports.
• Item 2 (Ordinary): Re-appoint Shalin Shah as Managing Director.
• Item 3 (Ordinary): Sub-division of equity shares from Rs 10 to Rs 1.
• Item 4 (Ordinary): Alter MOA capital clause to reflect post-split authorised capital.
• Item 5 (Special): Regularize Jhanvi Sethi as Non-Executive Independent Director for five years.
• Item 6 (Special): RPT with Rhetan TMT Limited up to Rs 150 crore for FY2027-28.
• Item 7 (Special): RPT with Ashnisha Industries Limited up to Rs 150 crore for FY2027-28.
• Item 8 (Special): RPT with Lesha Industries Limited up to Rs 150 crore for FY2027-28.
• Item 9 (Special): RPT with Ashoka Metcast Limited up to Rs 150 crore for FY2027-28.

Voting Outcomes

• Item 1: Outcome not disclosed in filing.
• Item 2: Outcome not disclosed in filing.
• Item 3: Outcome not disclosed in filing.
• Item 4: Outcome not disclosed in filing.
• Item 5: Outcome not disclosed in filing.
• Item 6: Outcome not disclosed in filing.
• Item 7: Outcome not disclosed in filing.
• Item 8: Outcome not disclosed in filing.
• Item 9: Outcome not disclosed in filing.

Director Changes

• Shalin Shah re-appointed as Managing Director.
• Jhanvi Sethi regularized as Non-Executive Independent Director for five-year term starting Aug 14, 2026.

Material Related Party Transactions

• RPTs with RTL, AIL, LIL, AML in ordinary course and arm’s length; aggregate cap up to Rs 150 crore.

Operational drilling update

• GNRL and subsidiary GNRL Oil & Gas restart development and appraisal drilling with two rigs.
• Targets for the year ending 31 March 2027 to be fulfilled.
• Pre-monsoon campaign drilled 5 wells: 4 development wells producing; 1 appraisal well shows reserves.
• Appraisal well in North Kathana indicates substantial oil and gas in EPIV, Cambay Shale and Opad formations.
• Further development wells planned in North Kathana based on appraisal results.
• GNRL pursuing new exploration assets and alliances with strategic partners for opportunities in advanced negotiations.
• Focus remains on advancing exploration program and creating long-term value for stakeholders.

Book closure and AGM dates

• Book closure from 24 September 2026 to 30 September 2026 (inclusive) for AGM.
• 35th AGM to be held on 30 September 2026 at 3:30 PM IST via VC/OAVM.
• Cut-off date for eligibility for remote e-voting and AGM voting: 23 September 2026.
• Remote e-voting period: 27 September 2026 9:00 AM IST to 29 September 2026 5:00 PM IST.
• Security: Equity shares, Security code 513536, GNRL.