Antelopus Selan Energy Ltd. : Director's Report
Industry Oil BSE Code 530075 Face Value 10.00
Chairman NSE Code ANTELOPUS Market Lot 1
Group Not Applicable ISIN No INE818A01017 Book Closure 30/09/2024
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Year End :2025-03

Your Director's take pleasure in presenting before you the
40th Director's Report on the business and operations of
Selan Exploration Technology Limited (hereinafter referred to
as the "
Company"/"Selan") along with the audited financial
statements for the financial year ended March 31, 2025.

I. FINANCIAL SUMMARY/ HIGHLIGHTS

The financial statements of your Company as on March 31,
2025 are prepared in accordance with the relevant Indian
Accounting Standards (Ind AS) and Regulation 33 of the
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("SEBI
Listing Regulations") and the provisions of the Companies
Act, 2013 ("Act").

The summarized financial highlight is depicted below:

Summary of Key Financial

March 31,

March 31,

Parameters

2025

2024

Description

Revenue from operations

25,807.78

16,560.14

EBITDA

15,021.92

8,343.28

Less: Finance cost

119.69

38.44

Less: Depreciation/Amortisation/
Impairment Expense

5128.68

3669.66

Profit Before Tax (PBT)

9,773.55

4,635.18

Less: Tax expense

2,375.12

1,361.06

(A) Profit After Tax (PAT)

7,398.43

3,274.12

(B)Other Comprehensive Income/
(loss) (OCI)

(30.13)

(18.52)

(A B) Total Comprehensive Income/
(loss)

7,368.30

3,255.61

There are no material departures from the prescribed norms
stipulated by the Indian Accounting Standards in preparation
of the Annual Accounts. Accounting policies have been
consistently applied except where a newly issued Indian
accounting standard or requires a change in the accounting
policy hitherto in use. Management evaluates all recently
issued or revised Indian accounting standards on an ongoing
basis.

The Company discloses financial results on a quarterly basis
which are subjected to limited review and publishes audited
financial results on an annual basis.

II. OVERVIEW OF COMPANY'S FINANCIAL
PERFORMANCE

The revenue from operations (Net of profit petroleum paid) for
FY' 25 stood at ~INR 25,807.78 lakhs an increase of -55.84%,
in comparison to -INR 16,560.14 lakhs in the previous financial
year.

EBITDA for FY'25 stood at -INR 15,021.92 lakhs, an increase by
-80%, in comparison to -INR 8,343.29 lakhs in the previous
financial year.

III. KEY DEVELOPMENTS

a. Operational Update

During the year under review, the Company continued its
strategic focus on enhancing hydrocarbon production
through targeted drilling and development activities
across its key fields.

• The Company completed it's campaign across it's
drilling fields adhering to the highest standards of
safety and within estimated timeline and budget.

• Sales volumes increased by -61% in comparison to
FY 2023-24.

• In Bakrol field the Company submitted a Field
Development Plan (FDP) for the drilling of 10 new
wells from financial year 2025-26. This plan has
been approved by the Directorate General of
Hydrocarbons (DGH), marking a significant milestone
in the Company's growth trajectory and production
enhancement strategy.

• In Karjisan Field, volume growth was led by
production from new wells brought into production
during the year, contributing to the expansion of
the Company's production base. In addition, the
Company submitted the Field Development Plan &
appraisal plan for the Karjisan field for the drilling of
new wells in phased manner.

• In the Cambay field, all the relevant regulatory
approval for transfer of Participating Interest and
operatorship were received and the transition and
handover from erstwhile operator were successfully
completed.

Two workover wells were successfully completed
with an objective to gather data from the subsurface
zones of interest that would form bedrock for our
future planned drilling campaigns.

These developments reflect the Company's commitment
to maximizing value from its existing asset portfolio while
pursuing systematic exploration and appraisal efforts to
unlock further potential.

b. Composite scheme of Arrangement between Selan
Exploration Technology Limited and Antelopus
Energy Private Limited and their respective
shareholders and creditors

The Board of Directors of Selan Exploration Technology
Limited, at its meeting held on November 22, 2023,
approved a Composite Scheme of Arrangement under
Sections 230 to 232, read with Sections 66 and 52
and other applicable provisions of the Companies Act,
2013, for the amalgamation of Antelopus Energy Private
Limited ("Antelopus") with and into Selan Exploration
Technology Limited ("Selan").

Antelopus Energy Private Limited is an Exploration
and Production (E&P) company focused on monetizing
discovered and stranded hydrocarbon resources in the
Indian subcontinent. Antelopus operates four contract
areas-two offshore (one each on the West and East
coasts of India) and two onshore (located in Assam and
Andhra Pradesh). These areas together have proven and
probable reserves of approximately 55 million barrels of
oil equivalent.

Strategic Rationale and Benefits of the Amalgamation:

The management of Selan believes that the proposed
amalgamation will provide the following benefits:

Inorganic Growth and Economies of Scale:

Shareholders of Selan are expected to benefit from
the pooling of resources and enhanced scale, leading
to the creation of a stronger and more diversified
energy platform in India.

Operational Synergies: With both companies
engaged in the upstream oil and gas sector, the
amalgamation is expected to lead to improved
efficiencies, cost optimization and operational
synergies.

Portfolio Diversification: The merger will broaden
Selan's asset base across multiple sedimentary
basins, both onshore and offshore, enhancing
access to proven reserves and supporting long-term
production growth.

Complementary Expertise: Antelopus brings
expertise in reservoir management and value
creation, while Selan has a strong execution
track record in exploration and production.Their
integration is expected to unlock synergies and drive
stakeholder value.

Equitable Treatment of Shareholders: The proposed
amalgamation ensures that all shareholders, including
public shareholders, are treated equitably, with no
disproportionate advantage or disadvantage to any
stakeholder group.

Share Exchange Ratio:

Pursuant to the Scheme, Selan will issue and allot equity
shares to the shareholders of Antelopus as follows:

• 4,287 fully paid-up equity shares of Selan for every

10.000 equity shares of INR 10/- each held in Antelopus.

• 4,287 fully paid-up equity shares of Selan for every

10.000 Class A1 equity shares of INR 10/- each held in
Antelopus.

• 18 fully paid-up equity shares of Selan for every 10,000
redeemable preference shares of INR 10/- each held in
Antelopus.

Regulatory Approvals and Shareholder Consent:

i. In-principle approvals were received from BSE Limited
and National Stock Exchange of India Limited on June
27, 2024, for the proposed Scheme.

ii. The Hon'ble National Company Law Tribunal (NCLT),
Chandigarh Bench, by order dated August 12, 2024,
directed the convening of a meeting of Selan's equity
shareholders to consider and approve the Scheme.

iii. The meeting was held on October 05, 2024, through
video conferencing with remote e-voting facility. The
Scheme was approved by the requisite majority of equity
shareholders.

iv. Subsequently, the second motion petition was filed with
NCLT on October 15, 2024.

v. The final hearing before NCLT was held on May 08, 2025
and the matter has been reserved for orders.

Upon completion, the transaction is expected to significantly
enhance Selan's growth prospects, operational scale and
shareholder value through the creation of a leading and
diversified E&P entity in India.

IV. DIVIDEND

The Board of Directors of your Company, after considering
holistically, has decided that it would be prudent to reinvest
the profits back into the business in order to generate better
returns and hence do not recommend Dividend for the year
under review.

V. TRANSFER TO IEPF

During the year, an amount of INR 13,93,230 (Indian Rupees
Thirteen Lakhs Ninety-Three Thousand Two Hundred and
Thirty Only), being unclaimed dividend for the Financial Year
2017-18, along with 18,485 (Eighteen Thousand Four Hundred
and Eighty-Five Only) equity shares were duly transferred to
the Investor Education and Protection Fund established by
the Central Government.

In compliance with the Companies Act, 2013 ("Act") read
with Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 and
subsequent amendments thereto ("IEPF Rules"), members/
claimants whose shares and /or unclaimed dividend, which
have/has been transferred to the IEPF Demat Account or the
Fund, as the case may be, may claim the shares or apply for
refund by making an application to the IEPF authority in web
Form IEPF-5 (available on
http://www.iepf.gov.in) along
with the requisite fee as decided by the IEPF authority from
time to time. Only one consolidated claim in a financial year
can be filed by the Member/Claimant as per the IEPF Rules.

In compliance with the applicable provisions of the Act
read with IEPF Rules, an Investor Education and Protection
Fund ("IEPF" or "Fund") has been established by the Central
Government whereby all unpaid or unclaimed dividends by
the members are required to be transferred by the Company
to the aforesaid Fund after completion of seven years from
the date of dividend becoming unpaid/ unclaimed. It is
further clarified that the shares in respect of which dividend
has not been paid to or claimed by the members for a period
of seven consecutive years or more shall also be transferred
to a Demat Account created by the IEPF Authority.

The Company had sent individual notices to the concerned
members and also advertised in the newspapers to enable
those members who have not claimed any such dividends
for a period of seven consecutive years or more to take
appropriate action to claim their unpaid dividend amount
which has not been claimed by them for seven consecutive
years or more as per the provisions of the IEPF Rules.
Accordingly, the Company has transferred all the unpaid or
unclaimed dividend amounts to IEPF within the timelines as
provided by the Act and the IEPF Rules.

Members can visit our website at www.selanoil.com for
details of shares/shareholders in respect of which dividend
has not been claimed. The shareholders are requested to
verify their records and claim their unclaimed dividends for
past seven years, if not claimed

The Company has appointed a Nodal Officer under the
provisions of IEPF, the details of which are available on
the website of the Company at
www.selanoil.com under
Investor Information section.

VI. SHARE CAPITAL

The authorized share capital of the Company as on March
31, 2025 is INR 30,00,00,000 (Indian Rupees Thirty Crores
Only). As on March 31, 2025, the paid-up share capital of the
Company is INR 15,20,00,000 (Indian Rupees Fifteen Crores
and Twenty Lakhs Only) divided into 1,52,00,000 (One Crore
and Fifty-Two Lakhs Only) equity shares of INR 10 (Indian
Rupees Ten each).

a. During the year, there has been no change in the paid-
up share capital of the Company. Further, during the year
under review, the Company has not:

i. issued any shares, warrants, debentures, bonds, or
any other convertible or non-convertible securities.

ii. issued any sweat equity shares to its Directors or
employees.

iii. made any change in voting rights.

iv. reduced its share capital or bought back shares.

v. changed the capital structure resulting from
restructuring.

vi. failed to implement any corporate action.

b. The Company's securities were not suspended for
trading during the year.

c. The disclosure pertaining to explanation for any
deviation or variation in connection with certain terms of
a public issue, rights issue, preferential issue, etc. is not
applicable to the Company.

Year

Amount

Due date for transfer of unclaimed/
unpaid amount of Dividend to IEPF

2018-19

11,62,940

January 30, 2026

2019-20

11,82,250

March 10, 2027

2020-21

9,48,605

March 22, 2028

2021-22

9,81,180

March 12, 2029

VII.DIRECTORS

The Board of Directors of the Company is validly constituted
and as on March 31, 2025, comprised of 6 Directors as follows:

S.

No.

Name of the Director(s)

Designation

Category

1.

Mr. Suniti Kumar Bhat

Managing Director

Executive

2.

Mr. Siva Kumar
Pothepalli

Whole Time
Director

Executive

3.

Ms. Vishruta Kaul

Independent

Director

Non¬

Executive

4.

Mr. Manjit Singh

Independent

Director

Non¬

Executive

5.

Mr. Raman Singh Sidhu

Independent

Director

Non¬

Executive

6.

Mr. Baikuntha Nath
Talukdar

Independent

Director

Non¬

Executive

During the year under review, there has been no change in
the composition of the Board of Directors of the Company.

VIII. DECLARATION OF INDEPENDENCE
BY DIRECTORS AND STATEMENT ON
COMPLIANCE OF CODE OF CONDUCT

The Company has received necessary declarations from all
the Independent Directors confirming that they meet the
criteria of independence as prescribed under the Act and SEBI
Listing Regulations. The above declarations have been taken
on record. The Independent Directors of the Company have
also registered themselves in the data bank with the Indian
Institute of Corporate Affairs and confirmed compliance of
relevant provisions of Rule 6 of the Companies (Appointment
and Qualifications of Directors) Rules, 2014.

Further, all the Independent Directors of the Company have
also complied with the Code for Independent Directors
prescribed in Schedule IV of the Act.

The Board is of the opinion that all the Independent Directors
of the Company possess requisite qualifications, skills,
experience and expertise and they hold highest standards of
integrity as well as they are independent of the Management
of the Company.

IX. KEY MANAGERIAL PERSONNEL

Pursuant to Section 203 of the Act and the Rules made
thereunder, following were the Key Managerial Personnel of
the Company as on March 31, 2025.

S.

No.

Name

Designation

Date of
appointment

1.

Mr. Suniti Kumar Bhat

Managing Director

June 30,
2022

2.

Mr. Siva Kumar
Pothepalli

Whole Time
Director

December 23,
2022

3.

Mr. Raajeev Tirupati

Chief Financial
Officer

December 23,
2022

4.

Ms. Yogita

Company
Secretary &
Compliance Officer

July 01, 2022

During the year under review, there has been no change in
the Key Managerial Personnel.

X.AUDITORS AND AUDITORS REPORT

a. Statutory Auditors

V.Sankar Aiyar & Co., Chartered Accountants,
(FRN:109208W), were appointed as Statutory Auditors
of the Company from the conclusion of the 37th Annual
General Meeting held on September 15, 2022 until the
conclusion of the 42nd Annual General Meeting of the
Company.

The Statutory Auditors Report does not contain any
qualification or adverse remark hence does not require
any clarification or explanation.

b. Secretarial Auditors

Section 204 of the Act, inter alia, requires every listed
company to annex to its Board's report, a Secretarial
Audit Report, given in the prescribed form, by a Company
Secretary in practice.

The Board had appointed Nityanand Singh & Co. (ICSI
Membership No. 2668 and Certificate of Practice
No. 2388), Practicing Company Secretaries, as the
Secretarial Auditor to conduct Secretarial Audit of the
Company for the FY' 25 and their Report is annexed to
this report (
Annexure-I). There are no qualifications,
observations, adverse remark or disclaimer in the said
Report and hence does not require any clarification or
explanation.

Further, pursuant to the provisions of Regulation
24A & other applicable provisions of the SEBI Listing
Regulations read with Section 204 read with Rule 9 of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Audit Committee
and the Board of Directors at their respective meetings
held on May 09, 2025 have approved & recommended
for approval of Members, appointment of M/s Nityanand
Singh & Co. (ICSI Membership No. 2668 and Certificate
of Practice No. 2388), Practicing Company Secre
taries as Secretarial Auditors for a term of upto 5 (Five)
consecutive years, to hold office from April 1, 2025 upto
March 31, 2030.

A detailed proposal for appointment of Secretarial auditor
forms part of the Notice convening this AGM.

c. Cost Auditors

In terms of Section 148 of the Act, the Company is
required to maintain cost records and have the audit of
its cost records conducted by a Cost Accountant. Cost
records are prepared and maintained by the Company as
required under Section 148(1) of the Act.

The Board of Directors of the Company has, on the
recommendation of the Audit Committee, approved
the appointment of Mr. R. Krishnan, Cost Accountant
(Membership No. 7799) as the Cost Auditor of the
Company for the year ending March 31, 2025. Mr. R.
Krishnan has vast experience in the field of cost audit
and has been conducting the audit of the cost records of
the Company for the past several years.

The Cost Audit for the FY'25 was carried out by Mr. R.
Krishnan. There were no qualifications, reservations,
adverse remarks reported by the Auditors in their Cost
Audit Report and hence does not require any clarification
or explanation.

In accordance with the provisions of Section 148(3) of
the Act read with Rule 14 of the Companies (Audit and
Auditors) Rules, 2014, as amended, the remuneration
of INR 1,30,000 (Indian Rupees One Lakh and Thirty
Thousand Only) per annum plus applicable taxes and
reimbursement of out-of-pocket expenses payable
to the Cost Auditors for conducting cost audit of the
Company for the FY'26 as recommended by the Audit
Committee and approved by the Board and has to be
ratified by the Members of the Company. The same is
placed for ratification of Members and forms part of the
Notice of the ensuing AGM.

d. Internal Auditor

In compliance with the provisions of Section 138 of the
Companies Act, 2013, J.A. Martins (FRN: 010860N),
Chartered Accountants, were appointed as Internal
Auditors for the Financial Year' 25 to conduct the internal
audit of the functions and activities of the Company.
Their Report to the Chairman of the Audit Committee
had been submitted and this was further reviewed by the
Management and had been taken on record.

e. Reporting of Fraud

During the year under review, the Statutory Auditors,
Cost Auditors and Secretarial Auditors have not reported
any instances of frauds committed in the Company by
its officers or employees to the Audit Committee under
Section 143(12) of the Act.

XI. WHISTLE BLOWER POLICY

The Company has adopted a Vigil Mechanism/Whistler Blower
Policy to provide a formal mechanism for the Directors and
employees to report their concerns about unethical behavior,
actual or suspected fraud or violation of the Company's
Code of Conduct or Policy. This Policy provides for adequate
safeguards against victimization of employees who avail
the mechanism and also provides for direct access to the
Audit Committee in appropriate cases. It is affirmed that no
personnel of the Company have been denied access to the
Audit Committee. The policy can be viewed on the Company's
website at
https://www.selanoil.com/wp-content/
uploads/2023/09/Whistle-Blower-Policy.pdf.

XII. AUDIT COMMITTEE

The Committee has adopted a Charter for its functioning.
The primary objective of the Committee is to monitor and
provide effective supervision of the Management's financial
reporting process, to ensure accurate and timely disclosures,
with the highest levels of transparency, integrity and quality
of financial reporting.

The Committee comprises of Mr. Manjit Singh, Mr. Suniti
Kumar Bhat, Ms. Vishruta Kaul, Mr. Raman Singh Sidhu and
Mr. Baikuntha Nath Talukdar. Mr. Manjit Singh is the Chairman
of the committee during the financial year.

Having adequate financial and accounting knowledge Mr.
Manjit Singh ensured compliance with the internal financial
control systems and devised appropriate systems and
frameworks aligned with the business requirements. The
Committee met Four times during the year under review,
the details of which are given in the Corporate Governance
Report.

During the year under review, there were no instances when
the recommendations of the Audit Committee were not
accepted by the Board.

XIII. FRAMEWORK FOR THE APPOINTMENT,
REMUNERATION AND PERFORMANCE
EVALUATION OF THE BOARD, ITS
COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors of the Company are committed
to assessing its own performance as a Board in order to
identify its strengths and areas in which it may improve its
functioning. To that end, the Nomination and Remuneration
Committee has established processes for performance
evaluation of Independent Directors, the Board and the
Committees of the Board. Pursuant to the provisions of the
Act, the Board as a whole and Independent Directors has
carried out an annual evaluation of its own performance,
performance of its Committees as well as the directors
individually (including the Chairman and Independent
Directors). Details of the evaluation mechanism are provided
in the Corporate Governance Report enclosed as
Annexure II
to this Report.

The Board has, on the recommendation of the Nomination
and Remuneration Committee framed a policy for selection
and appointment of Directors, Senior Management and their
remuneration ('NRC Policy'). The NRC Policy of the Company
includes criteria for determining qualifications, positive
attributes and independence of a director and policy relating
to the remuneration of Directors, Key Managerial Personnel
and other employees and is framed with the object of
attracting, retaining and motivating talent which is required
to run the Company successfully.

Further, the Policy on Board Diversity and the NRC Policy
of the Company can be accessed at Company's website at
https://www.selanoil.com/wp-content/uploads/2023/09/
Board-Diversity-Policy.pdf
and https://www.selanoil.
com/wp-content/uploads/2024/11/Nomination-and-
Remuneration-Policy.pdf
respectively. During the year under
review, there was no change carried out in the policy.

XIV. INTERNAL FINANCIAL CONTROLS

The Company has an Internal Control System, commensurate
with the size, scale and complexity of its operations. The
Company had documented a comprehensive Internal Control
system for all the major processes to ensure reliability of
financial reporting, timely feedback on achievement of
operational and strategic goals, compliance with the policies,
procedures, laws and regulations, safeguarding of assets and
economical and efficient use of resources. The formalised
system of control facilitates effective compliance as per
relevant provisions of the Act and other applicable law(s).

XV. CEO / CFO CERTIFICATION

Mr. Suniti Kumar Bhat, Managing Director and Mr. Raajeev
Tirupati, Chief Financial Officer of the Company have certified
to the Board that all the requirements of the SEBI Listing
Regulations, inter- alia, dealing with the review of Financial
Statements and Cash Flow Statement for the year ended
March 31, 2025, transactions entered into by the Company
during the said year, their responsibility for establishing and
maintaining internal control systems for financial reporting
and evaluation of the effectiveness of the internal control
systems and making of necessary disclosures to the Auditors
and the Audit Committee have been duly complied with.

XVI. CORPORATE SOCIAL RESPONSIBILITY

Selan as a responsible Corporate is committed to driving
societal progress, while fulfilling its business objectives.
The Company committed to conduct business with a strong
environmental conscience, so as to ensure sustainable
development, safe work places and enrichment of life of its
employees, clients and the community. The Company has in
place a CSR Policy in line with the Act and Schedule VII of the
Act and is available at the Company's website at
https://www.
selanoil.com/wp-content/uploads/2024/06/Corporate-
Social-Responsibility-Policy.pdf.
The CSR Committee
confirms that the implementation and monitoring of the CSR
Policy was done in compliance with the CSR objectives and
Policy of the Company.

During the year under review, no change was carried out in
the policy.

Brief details about the CSR Committee composition and CSR
Policy developed and implemented by the Company on CSR
initiatives taken during the year along with other requisite
details are given in
Annexure III to this Report.

XVII. BUSINESS RISK MANAGEMENT

Risk can be viewed as a combination of the probability of
an event occurring, the impact of its consequence and the
current mitigation effectiveness. Events with a negative
impact represent risks that can prevent value creation or
erode existing value.

Although pursuant to the SEBI Listing Regulations,
formulation of a Risk Management Committee and policy is
applicable on top 1000 listed companies and the Company
doesn't fall under the said category, but it has adopted
the same as a good governance practice. The Board has
constituted a Risk Management Committee to review,
identify, evaluate and monitor both business and non¬
business-related risks and take requisite action to mitigate
the same through a properly defined framework.

The Company has framed a Risk Management Policy to identify
and assess the risk areas, monitor and report compliance and
effectiveness of the policy. The Risk Management policy is
available on the website of the Company at
www.selanoil.
com
. A detailed exercise is being carried out regularly to
identify, evaluate, manage and monitor both business and
non-business risks. The policy seeks to create transparency,
minimize adverse impact on the business objectives and
enhance the Company's competitive advantage. The
Risk Management Policy defines the risk management
approach across the enterprise at various levels including
documentation and reporting and contains the details for
identification of elements of risk, if any, which in the opinion
of the Board may threaten the existence of the Company.

XVIII. LEGAL COMPLIANCES MANAGEMENT

The Compliance function independently tracks, reviews and
ensures compliance with regulatory and statutory laws and
promotes compliance culture in the Company. We track and
monitor compliance details on compliance portal which is
updated in a timely manner.

The compliance report is also provided regularly to senior
management and to the Board of Directors by the compliance
function. This regular reporting facilitates in operating an
effective compliance management system that allows for
keen monitoring of the compliance status with respect
to applicable laws and regulations and keeps the Board
informed in case of any amendments in existing laws and
regulations. This also provides a robust governance structure
and a streamlined reporting system that ensures cohesive
compliance reporting to the Board.

The compliance certificate is presented to the Board on a
quarterly basis. The compliance certificates are presented by
the Compliance Department and independently reviewed by
Senior Management, allowing for robust and effective insight
into the compliance practices.

XIX. M ATE RIAL CHANGES AND COMMITMENTS
AFFECTING FINANCIAL POSITION
BETWEEN THE END OF THE FINANCIAL
YEAR AND DATE OF THE REPORT

No material changes and commitments, which could affect
the Company's financial position have occurred between
the end of the financial year of the Company and date of this
Report, in terms of section 134(3)(l) of the Companies Act,
2013.

XX. FINANCIAL STATEMENTS

The Ministry of Corporate Affairs and SEBI has provided several
relaxations, in view of difficulties faced by the Companies, on
account of threat posed by Covid-19. Pursuant to General
Circular Nos. 14/2020 dated April 08, 2020; 17/2020 dated
April 13, 2020; 22/2020 dated June 15, 2020; 33/2020 dated
September 28, 2020, 39/2020 dated December 31, 2020,
10/2021 dated June 23, 2021, 20/2021 dated December
08, 2021, 03/2022 dated May 05, 2022, 09/2023 dated
September 25, 2023 and 09/2024 dated September 19, 2024
issued by the Ministry of Corporate Affairs, the Company shall
not be dispatching physical copies of Financial Statements
and the Annual Report shall be sent only by email to the
Members.

The financial statements of the Company are prepared in
accordance with Indian Accounting Standards (Ind AS), duly
audited by Statutory Auditors, also forms part of this Annual
Report.

XXI. AMOUNT TRANSFERRED TO GENERAL
RESERVE

No amount is being proposed to be transferred to the reserves
out of profits for FY' 25.

XXII. CHANGE IN NATURE OF BUSINESS, IF ANY.

There is no change in the nature of business of the Company
during the FY' 25.

XXIII. CORPORATE GOVERNANCE

Pursuant to the SEBI Listing Regulations, Report on
Corporate Governance for the year under review, is presented
in a separate section. A certificate from M/s. V. Sankar Aiyar
& Co., Chartered Accountants, Statutory Auditors of the
Company, confirming compliance of conditions of Corporate
Governance, as stipulated under the SEBI Listing Regulations,
is annexed to this report.

A Report on Corporate Governance including a certificate
thereon is presented in a separate section forming part of
this Report and enclosed as
Annexure II.

XXIV. CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES

In line with the requirements of the Act and the SEBI
Listing Regulations, the Company has formulated a Policy
on Related Party Transactions. The Policy can be accessed
on the Company's website at
https://www.selanoil.
com/wp-content/uploads/2025/05/Related-Party-
Transactions-Policy.pdf

During the year under review, all related party transactions
entered into by the Company, were approved by the
Audit Committee and were at arm's length. Prior omnibus
approval is obtained for related party transactions which
are of repetitive nature and entered in the ordinary course
of business and on an arm's length basis. Particulars of
contracts or arrangements with related parties as required
under Section 134(3)(h) of the Act in the prescribed Form
AOC-2 are enclosed as
Annexure-IV to the Directors' Report.

Details of related party transactions entered into by the
Company, in terms of Ind AS-24 have been disclosed in the
notes to the financial statements forming part of this Report.

XXV. PARTICULARS OF LOANS, GUARANTEES
OR INVESTMENTS

Details of Loans, Guarantees and Investments under Section
186 of the Act, are provided in Note no. 12 to the Financial
Statements forming part of this Annual Report for Financial
Year ended March 31, 2025.

XXVI. SUBSIDIARIES, ASSOCIATES AND JOINT
VENTURES

The Company does not have any subsidiary/joint ventures or
associate companies as on March 31, 2025.

Further no Company/entity has become or ceased to be
its subsidiary or Joint venture or associate during the year
under review.

XXVII. DISCLOSURE REGARDING PREVENTION
OF SEXUAL HARASSMENT AT
WORKPLACE

The Company has zero tolerance for sexual harassment
at workplace and has adopted a Policy on prevention,
prohibition and redressal of sexual harassment at workplace
in line with the provisions of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act,
2013 and the Rules framed thereunder for prevention and
redressal of complaints of sexual harassment at workplace.
The Company, as an equal opportunity employer has
endeavored to encourage professionals by creating proper
policies to address issues relating to safe and proper working
conditions and create and maintain a healthy and conducive
work environment that is free from any discrimination. This
includes discrimination on any basis, including gender, as
well as any form of sexual harassment.

During the period under review, the Company had received no
complaints of harassment and no complaints were pending
to be resolved as on March 31, 2025.

Your Company has constituted Internal Complaints
Committee (ICC) for various business divisions and offices, as
per the requirements of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.

XXVIII. PARTICULARS OF CONSERVATION OF
ENERGY, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS
AND OUTGO

The particulars of conservation of energy, technology
absorption and foreign exchange earnings and outgo as
prescribed under Section 134(3)(m) of the Act read with
Rule 8 of the Companies (Accounts) Rules, are enclosed as
Annexure V to this Report.

XXIX. PARTICULARS OF EMPLOYEES AND
RELATED DISCLOSURES

In terms of provisions of section 197(12) of the Act read with
Rule 5 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 as amended, the
information relating to the disclosures pertaining to
employees of the Company, is provided in
Annexure VI to
this Report.

Details of employees' remuneration under Rule 5(2) & 5(3) of
the Companies (Appointment & Remuneration of Managerial
Personnel) Rules, 2014 is provided in Annexure to this
Report. In terms of the second proviso to Section 136(1) of
the Act and the rules made thereunder, the Board's Report is
being sent to the members without the aforesaid Annexure.
Members who are interested in obtaining copy of the same
may send an e-mail at
investors@selanoil.com

XXX. MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss business
performance. During the financial year ended March 31,
2025, the Board of Directors met Four times on May 06,
2024, July 31, 2024, October 29, 2024 and February 07, 2025,
respectively.

The intervening gap between the meetings was within the
period prescribed under the Act.

Number of Board meeting attended by each Director during
the period under review are as under:

Name of the Director

Number of Board meetings
attended held during the period
April 01, 2024 to March 31, 2025.

Held

Entitled
to attend

Attended

Mr. Suniti Kumar Bhat

4

4

4

Mr. Siva Kumar Pothepalli

4

4

4

Mr. Manjit Singh

4

4

3

Ms. Vishruta Kaul

4

4

2

Mr. Raman Singh Sidhu

4

4

4

Mr. Baikuntha Nath Talukdar

4

4

3

XXXI. EMPLOYEE STOCK OPTION SCHEMES

During the year, your Company had Selan Employees
Stock Option Scheme 2022 ('ESOP Scheme'), which are in
compliance with the Act and SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations,

2021 and the disclosures relating to the ESOP Scheme
as required under the abovementioned SEBI Regulations
are available on the Company's website at
https://www.
selanoil.com/wp-content/uploads/2025/04/Selan-
ESOP-Scheme.pdf

The certificate of Secretarial Auditor confirming compliance
of the ESOP Schemes with the Act and abovementioned
SEBI Regulations has been uploaded on the website of the
Company at
https://www.selanoil.com/wp-content/
uploads/2025/08/ESOP-Compliance-Certificate
Reg-13.pdf

In addition, the disclosure pursuant to Rule 12(9) of the
Companies (Share Capital and Debentures) Rules, 2014
and Regulation 14 of the Securities and Exchange Board of
India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 ("SEBI SBEB Regulations") as at March 31,
2025 is given in
Annexure VII to this Report.

XXXII. DIRECTORS' RESPONSIBILITY
STATEMENT

Pursuant to provisions of Section 134(3)(c) and Section
134(5) of the Act, your Directors state that:

a. In the preparation of the annual accounts for the
financial year ended March 31, 2025, the applicable
accounting standards read with requirements set out
under Schedule III to the Act, have been followed and
there are no material departures from the same.

b. They have selected such accounting policies and applied
them consistently and made judgements and estimates
that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at
March 31, 2025 and of the profit of the Company for the
year April 01, 2024 to March 31, 2025.

c. They have taken proper and sufficient care for
the maintenance of adequate accounting records
in accordance with the provisions of the Act for
safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.

d. They have prepared the annual accounts on a going
concern basis.

e. They have laid down internal financial controls to be
followed by the Company and that such internal financial
controls are adequate and are operating effectively.

f. They have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such
systems are adequate and operating effectively.

XXXIII. GENERAL

Your Director's state that no disclosure or reporting is
required in respect of the following items as there were no
transactions on these items during the year under review:

a. The Company has not accepted any deposits from the
public or otherwise in terms of Chapter V of the Act read
with Companies (Acceptance of Deposit) Rules, 2014 and
as such, no amount on account of principal or interest on
deposits from public was outstanding as on the date of
Balance Sheet.

b. No significant or material orders were passed by the
Regulators or Courts or Tribunals which have an impact
on the going concern status and Company's operations
in future.

c. The Company has not made any one-time settlement in
respect of any loan from Banks or Financial Institutions,
hence, no details of 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, are
required to be given.

d. No application has been made or any proceeding in
relation to the Company are pending under the Insolvency
and Bankruptcy Code, 2016 (31 of 2016) during the year
under review.

XXXIV. COMPLIANCE WITH SECRETARIAL
STANDARDS

Your Directors confirm that the Secretarial Standard -1, on
Meetings of Board of Directors & Secretarial Standard - 2
on General Meetings, issued by the Institute of Company
Secretaries of India, have been duly complied with.

XXXV. ANNUAL RETURN

The Annual Return of the Company as on March 31, 2025
in Form MGT-7 in accordance with Section 92(3) read with
Section 134(3)(a) of the Act and the Companies (Management
and Administration) Rules, 2014, is available on the website of
the Company at
https://www.selanoil.com/wp-content/
uploads/2025/06/Form MGT 7 2024-25.pdf.

XXXVI. HEALTH, SAFETY, ENVIRONMENT

The Company is fully committed to the Health, Safety,
Security of the Employees, Contractors and the other
stakeholders and protect the Environment in and around the
areas of our operations. It forms the core value to the way we
work. Policies and standards are also in place for effective
implementation of Health, Safety, Security and Environment.

The Board and the Management understand the need for
sustainable development and are committed to achieve
this goal, by laying strict emphasis on compliance with
all legislations and statutory requirements and to adopt
global best practices. This includes the health and safety of
employees, contractors an d the local communities, where
the company operates.

Accordingly, the leadership stays focused on a zero-
harm culture across the organisation and strong focus is
maintained on safety during project planning/execution
stage. The management assesses and monitors the health
and safety track record and performance of all service
providers and contractors, both before and after the award
of contracts to achieve the common objective of safe
operations, Further, the Company has also empowered all its
employees and contractors to stop work immediately in any
situation where it is considered unsafe to work.

XXXVII. HUMAN CAPITAL MANAGEMENT

In FY'25, we continued to make positive headway in a year
full of opportunities and challenges and have attracted
diverse, skilled, educated, and certified people from across
the country.

The management is excited to take Selan forward on its
journey to deliver the best from its assets and create value
added growth.

XXXVIII. SELAN'S INSIDER TRADING POLICY
FOR REGULATION OF TRADING BY
INSIDERS

Selan has formulated an Insider Trading Policy for Directors
and employees in compliance with the SEBI (Prohibition of
Insider Trading) Regulations, 2015. The policy lays down
guidelines which advises the insiders on procedures to be
followed and disclosures to be made, while dealing with the
Company's securities. The policy clearly specifies, among
other matters, that "Designated Persons" including Directors
of the Company can trade in the Company's securities

only when the 'Trading Window' is open. The trading window
is closed during the time of declaration of financial results,
dividend and other important events as mentioned in the
policy. The Insider Trading code for Regulation of Trading by
insiders is available on our website at
https://www.selanoil.
com/wp-content/uploads/2025/04/Insider-Trading-
Code.pdf

XXXIX. STRUCTURED DIGITAL DATABASE FOR
PREVENTION OF INSIDER TRADING
PRACTICE

In accordance with the Securities and Exchange Board of
India (Prohibition of Insider Trading) Regulations, 2015, as
amended, the Company has customized a secure Insider
Trading Compliance Tool which is maintained in house to
prohibit insider trading activity. The Company has in place
a structured digital database wherein details of persons
with whom UPSI is shared on a need to know basis and
for legitimate business purposes is maintained with time
stamping and audit trails to ensure non-tampering of the
database.

XL.FUTURE PLAN OF ACTION

The Company aims to continue to maintain production levels
from core fields which forms the foundation for growth.

Bring on production newer fields in the portfolio, to realize
own vision of creating mid sized energy company.

XLI. ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for
the assistance and co-operation received from the financial
institutions, banks, Government authorities, customers,
vendors and shareholders during the year under review. Your
Directors place on record their deep sense of appreciation to
the contributions made by the employees through their hard
work, dedication, competence, support and co-operation
towards the progress of your Company.

The Company would like to convey deepest appreciation to the
Ministry of Petroleum and Natural Gas (MoPNG), Directorate
General of Hydrocarbons (DGH), Ministry of Environment
and Forests (MoEF) and the Government of India for their
continuous support, cooperation and guidance.

For and on behalf of the Board
Place : Gurgaon
Suniti Kumar Bhat

Date : May 09, 2025 Chairman

DIN: 08237399

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