Directors Report of Gulf Oil Lubricants India Ltd.

Mar 31, 2025

The Board of Directors of Gulf Oil Lubricants India Limited (“the Company”) is pleased to present the 17^th (Seventeenth)
Annual Report on the business and financial operations of the Company together with the Audited Financial Statements
(Standalone and Consolidated) for the financial year ended March 31,2025.

In compliance with the applicable provisions of the Companies Act, 2013, (“the Act”), the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time (“SEBI Listing
Regulations”), this Board’s Report is prepared based on the Audited Financial Statements of the Company for the financial
year under review.

OVERVIEW OF FINANCIAL PERFORMANCE

	Standalone		Consolidated
Particulars	For the year ended	For the year ended	For the year ended	For the year ended
	March 31, 2025	March 31, 2024	March 31,2025	March 31,2024
Revenue from Operations	3,55,436.07	3,28,409.68	3,63,116.09	3,30,115.31
Profit before finance cost, depreciation & tax	56,623.23	48,583.90	57,101.92	48,912.98
Less: Finance Costs	3,459.82	2,560.94	3,594.55	2,590.70
Profit before depreciation & tax	53,163.41	46,022.96	53,507.37	46,322.28
Less:Depreciation /Amortization	4,589.13	4,677.45	5,576.95	5,074.31
Profit before share of net profit/(loss) in associate accounted using equity method	48,574.28	41,345.51	47,930.42	41,247.97
Share of net loss of associate accounted using equity method	-	-	16.60	(18.31)
Profit Before Taxation	48,574.28	41,345.51	47,947.02	41,229.66
Taxation
Current Tax	12,649.82	10,841.51	12,736.12	10,872.21
Deferred Tax	(300.51)	(305.85)	(527.83)	(444.25)
Profit After Taxation	36,224.97	30,809.85	35,738.73	30,801.70
Profit/ (Loss) attributable to: Owners of the Company	36,224.97	30,809.85	35,985.12	30,796.11
Profit/ (Loss) attributable to: Non¬ Controlling Interests	-	-	(246.39)	5.59
Balance brought forward from previous year	1,05,457.80	95,792.93	1,05,442.78	95,792.01
Appropriations
Interim Dividend paid on Equity Shares	(9,860.89)	(7,860.47)	(9,860.89)	(7,860.47)
Final Dividend paid on Equity Shares	(9,848.16)	(12,268.18)	(9,848.16)	(12,268.18)
Other Comprehensive Income (OCI)	(169.34)	(171.26)	(165.72)	(171.62)
Transfer to General Reserve	(1,000.00)	(1,000.00)	(1,000.00)	(1,000.00)
Transfer to securities premium reserve from share options outstanding account	-	-	-	-
Buy Back of equity shares	-	-	-	-
Transfer to retained earnings from share options outstanding account	-	154.93	-	154.93
Balance Carried to Balance Sheet	1,20,804.38	1,05,457.80	1,20,553.13	1,05,442.78

The financial statements for the financial year 2024-25 have been
prepared in compliance with the Indian Accounting Standards
("Ind AS") as notified by the Ministry of Corporate Affairs under
Section 133 of the Act, read with Rule 3 of the Companies (Indian
Accounting Standards) Rules, 2015, as amended from time to
time. The preparation of the annual accounts is in full conformity
with the applicable Ind AS, with no material deviation from the
prescribed accounting principles.

On Standalone basis, net revenue for the financial year 2024¬
25 was up 8.23% at H3,55,436.07 lakhs (H3,28,409.68 lakhs in
the previous year). Profit before tax for the financial year 2024¬
25 was up 17.48% at H48,574.28 lakhs (H41,345.51 lakhs in
the previous year). Profit after tax for the financial year 2024¬
25 was up 17.58% at H36,224.97 lakhs (H30,809.85 lakhs in
the previous year) resulting in an Earnings Per Share (Basic) of
H73.57 (H62.79 in the previous year), up by 17.17%.

On Consolidated basis, net revenue for the financial year
2024-25 increased by 10% to H3,63,116.09 lakhs, compared
to H3,30,115.31 lakhs in the previous year. Profit before tax
grew by 16.29% to H47,947.02 lakhs (H41,229.66 lakhs in
the previous year), while profit after tax rose by 16.03% to
H35,738.73 lakhs (H30,801.70 lakhs in the previous year). This
resulted in Earnings Per Share (Basic) of H73.09, reflecting an
increase of 16.46% from H62.76 in the previous year.

DIVIDEND

Based on the Company’s performance and excellent cash
generation from operations and in line with the vision of
maximizing return to the shareholders, the dividend for FY
2024-25 has been increased to H48 per equity share which
includes payment of interim dividend of H20 per equity share
in February, 2025 and a final dividend of H28 per equity share
as recommended by the Board. This signifies, in total, 2400%
dividend on the face value of H2 per equity share.

In the FY 2023-24, the Company paid a total dividend of H36
per equity share which included interim dividend of H16 per
equity share, and final dividend of H20 per equity share. This
represents, in total, 1800% dividend on the face value of H2
per equity share.

The payment of aforesaid final dividend for the FY 2024-25 is
subject to the approval by the shareholders at the upcoming
17^th Annual General Meeting (“AGM”). The amount of the final
dividend, if approved by the shareholders, will be deposited

in a separate bank account within 5 days from the date of
declaration and will be paid within 30 days of declaration,
subject to deduction of income tax at source (“TDS”) at such
rates (along with surcharge and cess), as applicable.

The dividend recommended/declared is in accordance with
the Company’s Dividend Distribution Policy. The policy is
focused on balancing shareholder rewards with the need to
retain capital for future growth. The Company has consistently
maintained a solid track record of dividend payouts.

The said policy, in terms of Regulation 43A of the SEBI Listing
Regulations, is available on the Company’s website and can
be accessed at https://india.gulfoilltd.com/investors/investor-
information/policies/DividendDistributionPolicy.

TRANSFER TO RESERVE

During FY 2024-25, the Board approved the appropriation
of H1,000 lakhs to the General Reserve. (Previous
year: H1,000 lakhs).

For complete details on movement in Reserves and Surplus
during the financial year ended March 31, 2025, please
refer to the Statement of Changes in Equity included in the
Standalone and Consolidated financial statements forming
part of this Annual Report.

CHANGES IN SHARE CAPITAL

As of March 31,2025, the Company’s issued, subscribed and
paid-up equity capital stood at H9,86,08,900 consisting of
4,93,04,450 equity shares of face value of H2 each.

During the financial year ended March 31, 2025, there was
an increase in the paid-up equity capital of the Company as
detailed hereunder:

Particulars		No. of shares	Amount in K
Paid-up equity capital on April 1, 2024	as	4,91,68,433	9,83,36,866.00
Equity shares allotted pursuant to exercise of stock options by the employees		1,36,017*	2,72,034.00
Paid-up equity capital on March 31,2025	as	4,93,04,450	9,86,08,900.00

*The equity shares allotted ranked pari-passu with the existing equity
shares of the Company.

These shares are listed on both the Stock Exchanges i.e. BSE
Limited and the National Stock Exchange of India Limited.
As of March 31, 2025, out of the total paid-up equity capital
of 4,93,04,450 equity shares, 4,90,65,294 equity shares
(99.52%) were held in dematerialized form. In accordance with
regulatory requirements, the equity shares of the Company
are mandatorily traded in electronic form.

COMPANY’S OPERATIONAL PERFORMANCE

The Company is engaged in the manufacturing and
marketing of high-quality lubricating oils, greases, and related
derivatives. It offers a comprehensive product range under
the brand name “GULF” catering to both the automotive and
industrial sectors.

The Company has continued its trajectory of robust growth
across key performance indicators, including volume, revenue,
EBITDA and profit after tax, as compared to the previous
financial year. This strong performance reflects the Company’s
resilience and operational strength, particularly in the face
of a challenging geopolitical environment leading to global
uncertainties, economic volatility, and volatile input costs.

Automotive Products

The Company’s automotive product portfolio includes a
variety of lubricants designed for different vehicle types:

Product Category	Types
Engine Oils	Conventional, Synthetic, and full range of High performance oils
Transmission Oils	Gear oils, Driveline fluids
Cooling Fluids	Radiator coolants and EV Fluids
Brake Fluids	For passenger vehicles and commercial vehicles
Specialty Lubricants	Greases, and other specialty oils
Diesel Exhaust Fluids	A urea based environment friendly

These products serve a wide range of vehicles, including
two-wheelers, passenger cars, commercial vehicles, tractors
and off-highway equipment, ensuring top performance and
long engine life.

Industrial Products

In the industrial segment, the Company offers specialized
lubricating oils and fluids for various industrial applications:

Product Category	Usage
Hydraulic Oils	Designed for heavy machinery and industrial equipment
Slideway Oils	For smooth operation of machine parts
Turbine Oils	For industrial turbines
Industrial Gear Oils	For machinery requiring high-load capabilities
Metalworking Fluids	For cutting, grinding, and shaping metals

These products are designed to support the efficient
functioning of machines and industrial equipment, ensuring
reliability and reduced wear & tear.

Diesel Exhaust Fluid - AdBlue® and Emission Reduction

The Company also produces and distributes AdBlue®, a
diesel exhaust fluid that helps reduce nitrogen oxide (NOx)
emissions from diesel vehicles, supporting compliance with
environmental regulations and promoting cleaner air.

Innovation and Sustainability

The Company is committed to continuous innovation,
particularly in the areas of sustainability and environmental
responsibility. The development of AdBlue® and other eco¬
friendly products demonstrates the Company’s dedication to
reducing the environmental impact of vehicular emissions.

Electric Vehicle (EV) Segment

Through its subsidiary and associate companies, the
Company has ventured into the electric vehicle sector. It
provides EV charging solutions and Software-as-a-Service
(SaaS) offerings tailored to the growing demands of the
electric mobility market. The Company is witnessing strong
growth in this sector, driven by its innovative products and the
increasing shift towards cleaner energy solutions.

Commitment to Quality

Quality is at the core of the Company’s operations. Rigorous
testing and high industry standards ensure that all products
meet the expectations of customers in both the automotive
and industrial sectors. The Company continues to invest in
research and development to enhance its product offerings,
ensuring that they meet the evolving demands of customers.

The Company’s manufacturing facilities are strategically
located and have the following annual production capacities
on two shift basis:

Plant Location	Lubes	AdBlue®
	Capacity	Capacity
Silvassa in Dadra and Nagar Haveli and Daman and Diu	90,000 KL	36,000 KL
Ennore near Chennai, Tamil Nadu	50,000 KL	39,000 KL

During the financial year under review, there was no change in
the nature of business of the Company.

ISO Certifications

The Company’s factories at:

Silvassa has been certified ISO for:

• Environmental Management Systems- ISO 14001:2015

• Occupational Health & Safety Management Systems -
ISO 45001:2018

• Quality Management System -IATF 16949:2016

• Quality Management System -ISO 9001:2015
Ennore at Chennai has been certified ISO for:

• Environmental Management Systems- ISO 14001:2015

• Occupational Health & Safety Management Systems -
ISO 45001:2018

• Quality Management System -IATF 16949:2016

For more information on operational performance during
the FY 2024-25, please refer Management Discussion and
Analysis Report, forming part of this Annual Report.

RESEARCH & DEVELOPMENT (R&D): DRIVING
INNOVATION AND SUSTAINABILITY

Strategic Focus Areas
Our R&D strategy is centered on:

• Product Innovation: Developing high-performance
lubricants tailored for automotive, industrial, and
specialized applications such as Shock Absorber Fluids,
Data Centre Coolants and EV Coolants.

• Sustainability: Prioritizing the creation of E-Driveline
fluids, biodegradable, and energy-efficient lubricants
such as Gulf Harmony Bio Synth Super and Gulf
Harmony Synth EE hydraulic oils to meet environmental
standards and customer expectations.

Infrastructure and Investment

The Company has significantly invested in R&D infrastructure,
enhancing our capabilities to conduct comprehensive in¬
house research and development activities. Our state-of-
the-art laboratories are equipped to perform a wide range
of evaluations, enabling us to innovate and refine our
product offerings.

Sustainability and Environmental Initiatives

In alignment with our commitment to environmental
stewardship, we are actively developing lubricants that are
environment friendly and energy-efficient. Our focus includes
the formulation of bio-based lubricants and the reduction of
carbon footprints across our product lines.

Achievements and Recognitions

• Introduction of high-performance lubricants catering to
diverse market needs.

• Development of cost-effective alternatives to traditional
lubricants, addressing market volatility.

• Implementation of sustainable practices in product
development and manufacturing processes.

Future Outlook

Our R&D roadmap is geared towards continuous innovation,
with an emphasis on sustainability, digitalization, and customer¬
centric solutions. We aim to lead in the development of next-
generation lubricants that meet evolving industry demands.

MANAGEMENT DISCUSSION AND ANALYSIS

In accordance with Regulation 34(2)(e) read with Part B of
Schedule V of the SEBI Listing Regulations, the Management
Discussion and Analysis Report for the financial year under
review is provided in a separate section of this Annual Report.
This section includes the mandatory disclosures required
under the SEBI Listing Regulations, covering key aspects
such as the overall industry structure, economic conditions,
operational and financial performance of the Company,
business strategy, internal controls and their adequacy, risks
and concerns, as well as other significant developments
during the year.

SUBSIDIARIES/ASSOCIATES/JOINT VENTURE

During the FY 2024-25, there was no change in Company’s
Subsidiaries / Associates / Joint Ventures. Details of the same
are as under:

Subsidiary Company

As on March 31,2025, the Company has one Subsidiary, Tirex
Transmission Private Limited (“TIREX”), in which it holds 51%
stake on a fully diluted basis. TIREX became a subsidiary with
effect from October 30, 2023, and is primarily engaged in the
business of manufacturing and supplying direct current (DC)
and alternating current (AC) chargers for EVs, supporting the
growing shift towards clean mobility solutions.

TIREX operates with a focus on energy efficiency, product
reliability, and technological innovation. Its offerings,
developed with a “fit-and-forget” philosophy, are built for
long-term performance and low maintenance. With advanced
manufacturing and testing infrastructure, the subsidiary serves
multiple sectors including EV, OEMs, Charge Point Operators
(CPOs), PSUs and other B2B customers.

The business of TIREX complements the Company’s long¬
term growth strategy by participating in the EV ecosystem—a
key growth area aligned with national and global transitions
towards greener transportation. This forward-looking
diversification not only adds to the Company’s revenue
streams but also strengthens its environmental positioning
and broadens its technological capabilities, making it well-
positioned for future opportunities in both automotive and
energy-related segments.

Associate Company

As on March 31, 2025, the Company has one Associate
Company, Techperspect Software Private Limited
(“TECHPERSPECT”), in which the Company holds 26%
equity stake on a fully diluted basis. TECHPERSPECT is an
Information Technology and eMobility Software-as-a-Service
(SaaS) provider headquartered in Noida, Delhi NCR.

TECHPERSPECT focuses on the development and
deployment of CRMs for EVs and IoT-based software solutions
for the electric mobility ecosystem. Operating under its
flagship platform Electreefi, the company offers an integrated
eMobility technology that caters to both businesses and end
consumers. This platform facilitates real-time connectivity,
monitoring, analytics, and management of EV infrastructure,
enabling seamless operation of charging networks and user
engagement through smart mobility services.

TECHPERSPECT’s expertise in digital platforms complements
the Company’s strategic push into the electric mobility sector,
particularly through its subsidiary TIREX, which manufactures
DC chargers. The association with TECHPERSPECT
strengthens the Company’s ability to offer integrated
hardware-software EV solutions, enhancing the overall value
proposition and opening up new revenue model based on
data and digital infrastructure.

The association not only supports the Company’s
diversification into high-growth, tech-enabled sectors but also
aligns with broader sustainability goals by enabling cleaner,
smarter, and more connected transportation solutions.

There has been no material change in the nature of business
of the Subsidiary and the Associate Companies, during the
year under review.

A statement containing salient features of performance and
financial position of Subsidiary and Associate Companies is
attached as Annexure - I to this report in Form AOC-1.

Further, financial statements of the Subsidiary as of March
31, 2025, have been uploaded on the website and can be
accessed under https://india.gulfoilltd.com/investors/annual-
reports/TTPL Financial Statements.

Joint Venture

The Company has no Joint Venture Company as on
March 31,2025.

BOARD OF DIRECTORS

During the financial year under review, Mr. Arvind Uppal,
Independent Director (DIN: 00104992) was re-appointed as
Independent Director by the shareholders of the Company in
the previous 16^th Annual General Meeting held on September
12, 2024, to hold office for a second term of 5 (five) consecutive
years commencing from February 11, 2025 upto February
10, 2030 (both days inclusive). Also, Mrs. Manju Agarwal,
Independent Director (DIN: 06921105) was re-appointed as an
Independent Director by the shareholders of the Company in
the previous 16^th Annual General Meeting held on September
12, 2024, to hold office for a second term of 5 (five) consecutive
years commencing from March 19, 2025 upto March 18, 2030
(both days inclusive).

The Board also welcomed a new director during the financial
year. On recommendation of the Nomination & Remuneration
Committee (NRC), the Board of Directors, at their meeting
held on February 6, 2025, appointed Mr. Nirvik Singh (DIN:
01570572) as an Independent Director, subject to the approval
of the shareholders. The shareholders’ approval was obtained
through postal ballot mechanism by passing the special
resolution on March 26, 2025. This appointment is aligned
with the Company’s commitment to enhancing its governance
framework and ensuring strategic growth.

With his proven leadership, industry recognition, and
a strong track record in marketing and transformation,
Mr. Singh’s appointment adds significant value to the Board.
His independent viewpoint and diverse experience are well-
suited to guide the Company as it continues to pursue its
growth objectives in a rapidly changing business environment.

Accordingly, after considering the addition, as of March 31,
2025, the Company’s Board consists of 7 (seven) Directors:

• Four Independent Directors, which accounts for more
than 50% of the Board

• Two Non-Executive Non-Independent Directors

• One Managing Director

This composition reflects the Company’s focus on ensuring
effective oversight, transparency, and strategic guidance
through a balanced and diverse Board structure.

Director Retiring by Rotation

According to the provisions of the Act and the Articles of
Association of the Company, Mr. Sanjay G. Hinduja (DIN:
00291692), Non-Executive Non-Independent Director retires
by rotation at the ensuing Annual General Meeting of the
Company and being eligible, offers his candidature for
re-appointment as a Director.

The Board of Directors, at their Meeting held on May 21,
2025 and based on the recommendation of Nomination &
Remuneration Committee, has proposed the re-appointment
of Mr. Sanjay G. Hinduja for approval of the shareholders at
the ensuing AGM of the Company.

The Board is of the opinion that Mr. Sanjay G. Hinduja
possesses the requisite knowledge, skills, expertise and
experience to contribute to the growth of the Company.

Mr. Sanjay G. Hinduja has consented to and is not disqualified
from being re-appointed as a Director in terms of Section 164
of the Act read with applicable rules made thereunder. He is
not debarred from holding the office of Director by virtue of
any order issued by SEBI or any other such authority.

Re-appointment of Independent Director

Mr. Munesh Narinder Khanna (DIN: 00202521) was appointed
as Independent Director of the Company pursuant to Section
149 of the Act and applicable provisions of SEBI Listing
Regulations by the Members at the 13^th Annual General
Meeting of the Company held on September 16, 2021 for
a period of 5 (five) consecutive years commencing from
November 6, 2020 to November 5, 2025 (both days inclusive)
and is eligible for re-appointment for a second term on the
Board of the Company.

He has been a member of the Audit Committee and the
Nomination & Remuneration Committee of the Company.
His profound contributions to decision-making, backed by
extensive knowledge and experience, highlight his invaluable
role within the Company. Retaining his association would
undoubtedly continue to benefit the Company, leveraging his
strategic acumen and substantial commitment.

In view of the above, the Board of Directors, in its meeting
held on August 13, 2025, on the recommendation of the
Nomination & Remuneration Committee, approved the re¬
appointment of Mr. Munesh Narinder Khanna as Independent
Director of the Company, for a second term of five consecutive
years, effective from November 6, 2025 to November 5, 2030
(both days inclusive), not liable to retire by rotation, subject
to the approval of the Members at the ensuing Annual
General Meeting.

Re-appointment of Managing Director & Chief
Executive Officer

Mr. Ravi Shamlal Chawla (DIN: 02808474) was re-appointed
for a fourth term as the Managing Director and Chief Executive
Officer (MD & CEO) of the Company for a duration of 3 (three)
years, commencing from June 6, 2023, and ending on June 5,
2026. Such re-appointment was approved by the Members at
the 15^th Annual General Meeting held on September 1,2023.

Based on the recommendation of the Nomination &
Remuneration Committee and after evaluating Mr. Ravi
Shamlal Chawla’s performance and suitability, the Board
of Directors, in its meeting held on August 13, 2025, have
approved the re-appointment of Mr. Ravi Shamlal Chawla
as MD & CEO for another term of three years, from June 6,
2026 till June 5, 2029, subject to the Members’ approval at the
ensuing Annual General Meeting.

While approving Mr. Ravi Shamlal Chawla’s continuation
as MD & CEO, the Board considered his professional
background, extensive experience, and valuable contributions
to the Company. The Board firmly believes that the Company
has achieved substantial growth under his leadership and that
his continued role will further enhance its performance.

Declaration by Independent Directors

The Company defines the independence of its Directors
in line with the criteria laid out under Regulation 16(1)(b) of
the SEBI Listing Regulations and Section 149(6) of the Act.
Based on the Board’s assessment, all Independent Directors
meet the prescribed conditions of independence and are
free from any relationships that could materially interfere with
their judgement. The Board affirms that these individuals
bring a high level of integrity, professional expertise, and rich
experience, and remain independent from the management in
both letter and spirit.

The Company has received the following declarations from all
the Independent Directors in terms of Regulation 25(8) of the
SEBI Listing Regulations confirming that:

1. they meet the criteria of independence as provided
in Section 149(6) of the Act and Regulation 16(1)(b)
of the SEBI Listing Regulations and that they are not
aware of any circumstance or situation, which exist
or may be reasonably anticipated, that could impair
or impact their ability to discharge their duties with an
objective, independent judgement and without any
external influence; and

2. they have registered themselves with the Independent
Director’s Database maintained by the Indian Institute of
Corporate Affairs and have passed the proficiency test,
if applicable to them.

None of the Directors of the Company are disqualified from
being appointed as Directors as specified under Section
164(2) of the Act read with Rule 14(1) of the Companies
(Appointment and Qualification of Directors) Rules, 2014.

The Independent Directors have complied with the Code for
Independent Directors prescribed in Schedule IV of the Act
and also a statement on compliance of Code of Conduct for
Directors and Senior Management Personnel, formulated
by the Company. The Code of Conduct for Directors and
Senior Management Personnel is available on the website
of the Company at https://india.gulfoilltd.com/investors/
investorinformation/policies/CodeofConduct.

CRITERIA FOR DETERMINING QUALIFICATIONS,
POSITIVE ATTRIBUTES AND INDEPENDENCE OF
A DIRECTOR

In accordance with the provisions of Section 178(3) of the
Act and Regulation 19 of the SEBI Listing Regulations, the
Nomination & Remuneration Committee has laid down
clear criteria for evaluating the qualifications, attributes, and
independence of Directors. The key principles guiding this
framework are as under:

• Qualifications: The nomination process is designed
to promote diversity in terms of thought, experience,
expertise, age, and gender. It aims to ensure a balanced
Board with a wide range of industry knowledge and
functional capabilities.

• Positive Attributes: Beyond the statutory duties
outlined in the Act, Directors are expected to uphold
the highest standards of integrity, exercise sound
judgement, and maintain effective communication.
Adherence to the applicable Code of Conduct is also a
fundamental expectation.

• Independence: A Director is considered independent
if he/she meets the conditions specified under Section
149(6) of the Act, the corresponding Rules, and
Regulation 16(1)(b) of the SEBI Listing Regulations.

KEY MANAGERIAL PERSONNEL

During the financial year 2024-25, Ms. Shweta Gupta resigned
from the role of Company Secretary, Compliance Officer,
and Key Managerial Personnel of the Company effective
from October 8, 2024. In accordance with Regulation 30
of the SEBI Listing Regulations, the Board of Directors, at
their meeting held on November 6, 2024, appointed Mr.
Ashish Pandey (FCS-6078) as the Company Secretary,
Compliance Officer, and Key Managerial Personnel of the
Company, following the recommendations of the Nomination
& Remuneration Committee. His appointment was effective
from December 1, 2024.

Accordingly, as on March 31,2025, Mr. Ravi Shamlal Chawla,
Managing Director & CEO, Mr. Manish Kumar Gangwal, Chief
Financial Officer and Mr. Ashish Pandey, Company Secretary
and Compliance Officer are the Key Managerial Personnel
of the Company.

MEETINGS OF THE BOARD AND ITS
COMMITTEES

The Board meets at regular intervals to discuss and decide
on the Company’s business policies and strategies apart
from other Board business. The Board/Committee meetings
are pre-scheduled, and a tentative annual calendar of the
Board and Committee meetings is circulated to the Directors/
Committee Members well in advance to assist them plan
their schedule and ensure meaningful participation in the
meetings. Only in case of special and urgent business, if the
need arises, the Board’s or Committee’s approval is taken by
passing resolutions through circulation or by calling the Board
/ Committee meetings at a shorter notice, in accordance with
the applicable laws. The agenda for the Board and Committee

meetings includes detailed notes on the items to be discussed
to enable the Directors/Committee Members to make an
informed decision.

During the financial year 2024-25, 4 (four) meetings of Board
of Directors were convened and held. The details of Board
meetings attended by the Directors are provided in the
Corporate Governance Report which forms part of this Report.
The maximum time gap between consecutive meetings did
not exceed 120 (one hundred and twenty) days as prescribed
under the Act and the SEBI Listing Regulations.

BOARD COMMITTEES

As required under the applicable laws, the Board delegated
certain functions to its various Committees that are established
for that purpose. These Committees conduct detailed review
of the items under their purview before presenting them to the
Board for consideration. The Committees appointed by the
Board are dedicated to specific areas and have the delegated
authority to make informed decisions within their respective
scopes. Generally, Committee meetings are held before the
Board meeting, and the Chairperson of each Committee reports
to the Board about the deliberations and decisions taken by
the Committees. They also provide specific recommendations
to the Board on matters within their purview. All decisions and
recommendations made by the Committees are presented to
the Board for either approval or information. During the year
under review, all recommendations made by the Committees
have been accepted by the Board. The composition and terms
of reference of all the Committees of the Board of Directors of
the Company is in line with the provisions of the Act and the
SEBI Listing Regulations.

As on March 31, 2025, the Company has 5 (five)
Board Committees:

1) Audit Committee

2) Nomination & Remuneration Committee

3) Stakeholders’ Relationship Committee

4) Risk Management Committee

5) Corporate Social Responsibility & Sustainability Committee

The details of all the Committees of the Board, including
their primary responsibilities, composition, and the meetings

held during the financial year under review, are provided in
the Corporate Governance Report section, which forms part
of this Report.

AUDIT COMMITTEE

The Audit Committee plays a pivotal role in ensuring the
integrity and transparency of the Company’s financial
reporting process.

The Board has established a qualified and independent
Audit Committee in accordance with the requirements of
Section 177 of the Act and Regulation 18 of the SEBI Listing
Regulations. The Audit Committee comprises of 4 (four)
Members. The Committee is chaired by Mrs. Manju Agarwal,
Independent Director. Other Members of the Committee are
Mr. Sanjay G. Hinduja, Non-Executive Director, Mr. Munesh
Narinder Khanna, Independent Director, and Mr. Nirvik Singh,
Independent Director (with effect from August 13, 2025).

Details of the role and responsibilities of the Audit Committee,
the particulars of meetings held, and attendance of the
Members at such Meetings are mentioned in the Report on
Corporate Governance, which forms part of this Report.

Throughout the year, the Audit Committee diligently reviewed
various financial and operational matters to ensure compliance
with applicable laws, accounting standards, and best
practices. It also actively engaged in overseeing the internal
control systems, risk management, and audit processes.

We are pleased to report that all recommendations made
by the Audit Committee during the year under review were
thoroughly considered and subsequently approved by the
Board. This collaboration between the Audit Committee
and the Board underscores the Company’s commitment to
maintaining robust governance standards and transparency.

DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with Section 134(5) of the Act (including any
statutory modification(s) and/ or re-enactment(s) thereof for the
time being in force), the Directors of the Company state that:

a) in the preparation of the annual accounts for the year
ended March 31, 2025, the applicable accounting
standards have been followed and there are no material
departures from the same;

b) they have selected such accounting policies, applied
them consistently, 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 of March
31, 2025 and of the profit of the Company for year
ended on that date;

c) they have taken proper and sufficient care for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 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; and

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

ANNUAL PERFORMANCE EVALUATION OF THE
BOARD, ITS COMMITTEES AND INDIVIDUAL
DIRECTORS

The Board evaluation is an essential part of the Company’s
commitment to good Corporate Governance. By conducting
an annual evaluation of its Board, Committees, and individual
Directors, the Company demonstrates its commitment to
transparency, accountability, and effective governance. It
enables the Board to identify areas where it can improve its
performance and ensures that the Company’s governance
practices remain in line with the best practices. The
Company’s Corporate Governance Guidelines require an
annual evaluation of all Board Members and the functioning of
the Board and its mandatory Committees. These mandatory
Committees includes the Audit Committee, Nomination
& Remuneration Committee, Stakeholders’ Relationship
Committee, Corporate Social Responsibility & Sustainability
Committee, and Risk Management Committee. The purpose
of the evaluation is to assess the performance of the Board,
and its Committees and identify areas for improvement.
During FY 2024-25, the Board, its Committees, and individual
directors, including the Chairman, underwent a comprehensive
performance evaluation.

The Company engaged the services of an external agency
to undertake the evaluation process. The manner in which
the Board has carried out the evaluation in consultation
with such an external agency has been explained in the
Corporate Governance Report, which forms part of this
report. The Independent Directors, at their separate meeting
held on February 6, 2025, reviewed the performance of Non¬
Independent Directors and the Board as a whole, Chairman
of the Board, after taking into account the views of Executive
Director and Non-Executive Directors, the quality, quantity
and timeliness of flow of information between the Company’s
management and the Board that is necessary for the Board to
effectively and reasonably perform their duties.

FAMILIARIZATION PROGRAMME FOR DIRECTORS
INCLUDING INDEPENDENT DIRECTORS

As trustees of shareholders, Independent Directors play
a pivotal role in upholding Corporate Governance norms
and ensuring fairness in decision-making. Leveraging their
expertise across various fields, they offer independent
judgement on matters of strategy, risk management, controls
and business performance.

All the Independent Directors of the Company are made
aware of their roles and responsibilities at the time of their
appointment through a formal letter of appointment, which
also stipulates terms and conditions of their engagement.
The Managing Director & CEO and the Senior Management
regularly provide an overview of the operations and familiarise
the Directors on matters related to the Company’s values and
commitments. They are also introduced to the organisation
structure, constitution, terms of reference of the Committees,
Board procedures, management strategies, etc.

The Board Members are apprised by the Senior Management
at quarterly Board meetings by way of presentations which
include industry outlook, competition update, Company
overview, operations and financial highlights, regulatory
updates, presentations on internal control over financial
reporting, etc. which not only provide an insight to the Board
on the Company and its operations but also allows them
an opportunity to interact with the Senior Management
and gain insights.

The familiarisation aims to provide insights into the Company
and the business environment in which it operates. It
enables the Independent Directors to stay updated on newer

challenges, risks and opportunities relevant in the Company’s
context and to lend perspective on its strategic direction. The
details of the familiarisation program conducted during the
financial year under review have been disclosed on the website
of the Company at https://india.gulfoilltd.com/investors/
investor-information/policies/FamiliarisationProgramme.

REMUNERATION POLICY

The Board, based on the recommendation of the Nomination
& Remuneration Committee, has adopted a comprehensive
Remuneration Policy that outlines the Company’s approach
towards compensation for its Directors, Key Managerial
Personnel, and Senior Management. This policy reflects the
Company’s executive remuneration philosophy, aiming to
attract, retain, and motivate talent while aligning compensation
with performance and long-term shareholder value.

The key elements of the policy are detailed in the Corporate
Governance Report forming part of this Annual Report.
There were no changes to the policy during the financial
year under review.

The Remuneration Policy is available on the Company’s website
at https://india.gulfoilltd.com/investors/investorinformation/
policies/RemunerationPolicy.

CORPORATE SOCIAL RESPONSIBILITY &
SUSTAINABILITY

In terms of the provisions of Section 135 of the Act read
with the Companies (Corporate Social Responsibility Policy)
Rules, 2014, the Board of Directors of your Company has
formed a Corporate Social Responsibility & Sustainability
Committee. The details of the composition of the Committee
and meetings held during the year are mentioned in the
Corporate Governance Report as well as in the Annual Report
on Corporate Social Responsibility (“CSR”).

The Company’s approach to social responsibility rests on
three important pillars:

1. Strategic Projects: The key domains under CSR are
identified basis the large scale multiplier of social change
and sustainable development. CSR is the process of helping
to build a sustainable organization along with external
initiatives. Therefore, the initiatives taken up provide the
convergence of business goals and social purpose.

2. Systemic Change: With the specific domains identified,
we choose to engage on systemic issues that require
deep, meaningful and challenging work. Given the nature
of social change involved, this implies commitment over
the long term, typically for multiple years.

3. Collaborative: The project execution process involves
the Company, implementation partner and the
community. Our emphasis is to have a collaborative
approach in implementing all the initiatives under CSR.

These projects are in accordance with Schedule VII of the Act
and Company’s CSR Policy:

Road to School (RTS) and Road to Livelihood (RTL)
Projects

The Company has undertaken the Road to School and Road
to Livelihood initiatives in Chennai as part of its CSR efforts for
the financial year 2024-25.

The RTS project covered 24 schools and benefited 3,224
students from Grades I to VIII. The key objectives of this
programme include:

a) Implementing learning enhancement and remedial
strategies to strengthen foundational literacy and
numeracy skills;

b) Raising awareness and promoting community
development through programmes focused on health,
hygiene, and sanitation;

c) Encouraging physical well-being through structured
sports activities for students.

The RTL project reached 38 schools, covering 11,859
students. Its primary focus is on empowering students with
life and career readiness skills. The objectives include:

a) Promoting well-being and supporting the social and
emotional development of students;

b) Enhancing fluency and confidence in
English communication;

c) Building financial literacy and the ability to apply financial
tools for effective decision-making;

d) Strengthening Information and Communication
Technology (ICT) skills.

Both programmes aim to support holistic development,
bridging the gap between education and employability while
fostering overall student well-being.

Springshed and Afforestation Restoration in
Uttarakhand and Himachal Pradesh

The project aims to enhance water security in the climate-
vulnerable Himalayan regions of Uttarakhand and Himachal
Pradesh by restoring vital spring systems, supporting
afforestation efforts, and promoting decentralized water
governance. Springs, which provide water to local
communities, are under threat due to deforestation, climate
change, and declining groundwater levels. The project seeks to
rejuvenate Himalayan springs, improve groundwater recharge,
and strengthen community and institutional capacities for
water management. Key activities include the restoration of 35
springsheds, the installation of 25 rooftop rainwater harvesting
tanks with a total capacity of 0.75 million liters, and the
plantation of 6,863 trees. Additionally, the project focuses on
community training, awareness campaigns, and forming water
management committees, while strengthening groundwater
data systems and inter-agency coordination. This initiative is
expected to benefit 7,838 people, recharge 18.4 million liters of
water, and enhance local water security and governance.

Installation of Water ATMs

In Chotila: The 500 LPH Water ATM at Gulf Adblue Station,
Chotila aims to provide clean, safe, and affordable drinking
water to underserved communities and highway commuters.
At locations like Chotila along NH-47 in Rajkot, Gujarat, and
nearby Adblue stations, these projects seek to address the
lack of access to quality water in surrounding villages. Most
residents rely on borewell water, which has a high TDS of
1200-1400 , and nearby private RO plants primarily serve
commercial establishments, not the local population. Water
quality issues such as high TDS, elevated chloride, and
calcium levels have posed significant health risks, including
kidney stones. To address these challenges, multi-stage water
purification systems with a 500 LPH processing capacity
are installed to ensure safe drinking water for both travelers
and residents. The automated Water ATM kiosks, operated
by ‘Waterlife’, are designed to improve public health, raise
awareness on safe drinking water, and reduce contamination
risks. Additionally, community training and engagement
efforts are incorporated to foster local leadership in water
management, contributing to sustainable development goals
and enhanced public well-being.

In Chennai: The 3 Water ATMs installed at Chennai aims to
provide safe drinking water to communities facing health risks
due to contaminated water sources. The first location, Kasi
Koil Kuppa (October 9, 2024), offers 1,000 L/hr, benefiting 600
families. The second location, Ernavoor Kuppam (October
27, 2024), provides 500 L/hr for 300 families, followed by the
third, Thilagari Nagar (November 6, 2024), offering 1,000 L/hr
for 600 families. The project addresses water quality issues
such as high TDS, nitrates, and contaminants causing health
problems like kidney stones. The solution involves community-
managed RO-based purification plants with reliable water
supply. The project focuses on raising awareness, ensuring
affordable, safe water, and fostering community participation
and leadership in water management.

Kushal Mechanic Training Program

The Training Program is designed to enhance the skills of
2 Wheeler and Commercial Vehicles mechanics through
in-person training sessions. The program covers critical
topics such as BS6 technology, workshop management,
and customer handling. Delivered in collaboration with
expert trainers and external vendors, the program combines
theoretical knowledge with practical demonstrations at the
Technical Training Centre. The initiative aims to improve the
technical capabilities of mechanics across various regions,
empowering them with the skills needed to stay updated
with industry advancements. The training is conducted in
partnership with Don Bosco Training Institute, Mumbai, and
TVS Training Centre, Chennai. In FY 2024-25, the program has
successfully completed 4 sessions, benefiting 156 mechanics
from multiple locations in 4 training sessions.

Mobile Medical Unit Initiative

The Company continued its support for the Mobile Medical
Unit (MMU) during the year, delivering essential healthcare
services to remote villages near Silvassa, Dadra & Nagar
Haveli. This CSR initiative focuses on providing free medical
care to the tribal and rural population in the region, operating
under the guidance of the “Rogi Kalyan Samiti” and the direct
supervision of the Medical Officer, Silvassa, in coordination
with Vinoba Bhave Hospital. The mobile van is equipped
with state-of-the-art medical facilities, including diagnostic
services, laboratory testing, and on-site medicine distribution —
all provided at no cost to the community. In addition, a similar
MMU operates around Chennai, extending free healthcare
support to underserved rural populations. Collectively, the

initiative has benefited over 22,000 individuals from rural
communities during the year under review.

Rainwater Harvesting Project, Daund

This Project addresses water scarcity by designing systems for
different land uses and human needs. The goal is to promote
and install rainwater harvesting (“RWH”) systems to enhance
urban living conditions. This includes creating percolation
pits, contour trenches, bunds, open wells, and deepening
existing water bodies.The SRPF Group 5 Campus in Daund,
Maharashtra, faced increasing water scarcity. The Company
with CERE implemented a rainwater harvesting project on the
402-acre campus.The initiative aimed to recharge groundwater
and improve urban water sustainability.Three recharge ponds
were constructed to capture and store rainwater.

These ponds help recharge approximately 0.3 million liters
of water annually. Multiple RWH techniques like percolation
pits, bunds, and trenching were used. 500 native trees were
planted to support biodiversity and enhance green cover.
The project promotes eco-friendly solutions to tackle urban
water challenges.

Restoration of Hannikallu Mountain Wetland,
Wellington, Nilgiri

The Company under its CSR initiative, supported an ecological
restoration and water conservation project focused on reviving
a 2-acre pond and adjoining grasslands. The project involved
removing invasive weeds, upgrading canal systems, and
enhancing natural drainage. Dual earthen embankments were
constructed to prevent soil erosion and stabilize the land.
Wastewater management was improved in collaboration with
the Wellington Army. Native plant species were reintroduced
to promote biodiversity and restore ecological balance.
Grasslands were linked to nearby water bodies to improve
water retention and soil health. The initiative has significantly
enhanced local green cover and water recharge potential.
As a result, the site now facilitates an annual groundwater
recharge of 24.28 million liters. This integrated effort supports
long-term climate resilience and water security. The project
stands as a replicable model for sustainable land and water
management under corporate social responsibility.

Suraksha Bandhan Programme Season 6 - The programme
is centered around the well-being of truck drivers. During the
financial year 2024-25, the Company launched a campaign
that focuses on alleviating the challenge of inadequate access

to clean drinking water for truck drivers during their trips. The
campaign has been reinforced with a distribution initiative
that has provided over 16,000 water filters to truck drivers
nationwide. In previous season, the Company had taken up
various initiatives including providing support for free COVID
vaccination, medical insurance coverage, etc.

CSR Spend

During the financial year under review, the Company has
spent H747.80 lakhs towards CSR activities which is higher by
H75.58 lakhs as compared to the requirement under Section
135 of the Act. There is no unspent CSR expenditure as on
March 31,2025.

CSR Policy

The Board has, pursuant to the recommendation of the CSR
& Sustainability Committee, adopted a CSR Policy. The CSR
policy is available at https://india.gulfoilltd.com/investors/
investor-information/policies/CSRPolicy.

Further, in terms of the amended CSR Rules, the Chief
Financial Officer of the Company has certified that the funds
disbursed for CSR have been used for the purpose and in the
manner approved by the Board for the financial year 2024-25.

Annual Report on CSR

The Company’s CSR Policy statement and annual report on
the CSR activities undertaken during the financial year ended
March 31, 2025, in accordance with Section 135 of the Act
read with Companies (Corporate Social Responsibility Policy)
Rules, 2014 are set out in Annexure-II to this Report.

BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT (“BRSR”)

The Company remains firmly committed to conducting its
business in an ethical, transparent, and accountable manner,
upholding its responsibilities to all stakeholders. Guided by
its core values, the Company seeks to create long-term value
not only for shareholders but also for society at large, with a
strong focus on community development and environmental
sustainability.

As part of its continued efforts to operate responsibly and
transparently, the Company has aligned its strategy and
operations with the key principles of the BRSR framework. This
includes initiatives aimed at reducing environmental footprint
through efficient resource management, prioritizing employee

well-being and safety, investing in community development, and
strengthening governance practices through ethical leadership and
accountability. These efforts reflect the Company’s commitment
to long-term value creation beyond financial performance.

The BRSR for the financial year 2024-25, prepared in
compliance with Regulation 34(2)(f) of the SEBI Listing
Regulations, presents a comprehensive overview of the
Company’s performance across Environmental, Social, and
Governance (ESG) parameters. The detailed report is provided
as Annexure-III to this Annual Report. The BRSR enables
more standardized and comparable ESG disclosures, thereby
helping investors and stakeholders to make more informed
and responsible decisions.

ANNUAL RETURN

In accordance with Section 92(3) read with Section 134(3)(a)
of the Act, a copy of the Company’s Annual Return for the
financial year under review, prepared under Section 92(1) of
the Act and in compliance with Rule 11 of the Companies
(Management and Administration) Rules, 2014, is available
on the Company’s website. The draft Annual Return is
accessible in Form No. MGT-7 at https://india.gulfoilltd.com/
investors/annual-return.

This Annual Return provides detailed information on the
Company’s structure, governance, and financials, ensuring
transparency and compliance with statutory regulations.

The final Annual Return shall be uploaded at the same weblink
after the said Return is filed with the Registrar of Companies/
Ministry of Corporate Affairs.

CORPORATE GOVERNANCE

Your Company remains unwavering in its commitment to
maintaining the highest standards of Corporate Governance,
aligning its practices with the guidelines set by the Securities
and Exchange Board of India. As part of this commitment, the
Company rigorously adheres to the Corporate Governance
requirements outlined under the SEBI Listing Regulations.

In compliance with these regulations, the detailed Report on
Corporate Governance is provided in this Report as Annexure - IV,
which offers insights into the governance framework, processes,
and structures that guide the Company. This report highlights the
mechanisms the Company has in place to ensure transparency,
accountability, and fairness in its dealings with stakeholders.

The Company has diligently complied with the provisions of
Chapter IV of the SEBI Listing Regulations, ensuring that all
applicable Corporate Governance norms are followed. To further
corroborate this, the Company has obtained a certificate from
M/s. JMJA & Associates LLP, Practicing Company Secretaries,
confirming the Company’s compliance with the Corporate
Governance requirements. The certificate dated June 9, 2025
is included as Annexure to the Corporate Governance Report.

These efforts reflect the Company’s ongoing commitment
to ethical practices, regulatory compliance, and fostering an
environment of trust and integrity with all its stakeholders.
The Company continues to evolve its governance practices
to ensure alignment with global standards and to drive long¬
term sustainable growth.

DEPOSITS FROM PUBLIC

Your Company has not accepted any deposits from the
public during the financial year 2024-25, falling under
Section 73 of the Act read with the Companies (Acceptance
of Deposits) Rules, 2014. Thus, as of March 31, 2025, there
were no deposits that were unpaid or unclaimed and due for
repayment, hence, there has been no default in repayment of
deposits or payment of interest thereon.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186 OF THE
COMPANIES ACT, 2013

In accordance with Section 186 of the Act and the Companies
(Meetings of Board and its Powers) Rules, 2014, the details
of loans, guarantees, and investments outstanding as
on March 31, 2025, are provided in the Note Nos. 4, 5, 12
& 49 to the Financial Statements of the Company. These
disclosures ensure transparency and comply with the
regulatory requirements, offering a comprehensive view of the
Company’s financial commitments and investment strategies.

RISK MANAGEMENT

Our business strategy is built around a comprehensive Risk
Management Framework designed to protect long-term
goals and ensure sustainable growth. In today’s complex
business environment, effective risk management is essential
for both seizing opportunities and mitigating threats. It drives
value creation, aligns operations with market dynamics, and
safeguards assets.

The framework is integrated into the Company’s structure,
guiding the identification, assessment, and mitigation of risks,
which are continually updated to address emerging challenges.
The Risk Management Committee oversees this process,
working with senior management to ensure adherence to risk
practices and adjust strategies as needed. Details of the role
and responsibilities of the Risk Management Committee, the
particulars of meetings held, and attendance of the Members
at such Meetings are mentioned in the Report on Corporate
Governance, which forms part of this Annual Report.

Key elements of the Risk Management Framework include:

1. Risk Identification & Mitigation: Risks are categorized
into operational, financial and strategic areas. After
evaluation, mitigation strategies are developed.

2. Ongoing Monitoring: Risks are continuously tracked,
and regular reviews ensure timely action.

3. Proactive Measures: Strategies are in place to address
financial volatility, operational disruptions, compliance
issues, and strategic shifts.

4. ESG & Sustainability: Risk management is aligned with
environmental, social, and governance (ESG) goals,
ensuring compliance and sustainability.

5. Employee Training: Continuous training ensures that
employees understand risk management processes and
their roles in mitigating risks.

The Risk Management Framework ensures the protection of
stakeholder interests, supports business objectives, and fosters
sustainable growth by addressing both current and future risks.
Detailed risk discussions are provided in the Management
Discussion and Analysis section of the Annual Report.

INTERNAL FINANCIAL CONTROLS

The Company has established a robust Internal Financial
Control (IFC) framework to ensure efficient business operations,
safeguard assets, and maintain compliance with financial
reporting standards. This framework supports operational
efficiency, legal compliance, and financial transparency,
ensuring rigorous governance across the organization.

The IFC system is continuously evaluated for effectiveness
and adaptability to changing business and regulatory

landscapes. The Audit Committee, in collaboration with
internal and statutory auditors, has reviewed the system and
confirmed its robustness, with no significant issues reported
during the financial year.

Key aspects of the framework include:

• Financial Reporting Controls: Designed to safeguard
assets and ensure accurate, timely financial reporting
in line with Board-approved accounting policies, which
are regularly updated to reflect best practices and
global standards.

• Compliance Framework: A proactive approach to
identifying and mitigating compliance risks before they
impact operations. This framework ensures adherence
to external regulations and internal policies.

• Operational Compliance Integration: Compliance
checks are embedded within daily operations across
departments, forming the first line of defense.

• Compliance Technology & Tracking: Advanced tools
enable real-time tracking and reporting of compliance
activities, ensuring transparency and accountability.

• Ongoing Audits & Evaluations: Periodic audits
identify gaps in the system, and feedback is used to
refine compliance measures, aligning operations with
regulatory and industry standards.

This comprehensive approach not only meets compliance
obligations but also fosters a culture of responsibility,
transparency, and ethical conduct, supporting sustainable
growth while minimizing legal and financial risks.

RELATED PARTY TRANSACTIONS

The Company has a well-defined process of identification
of related parties and transactions with related parties, its
approval and review process. The Company maintains a
robust framework for managing Related Party Transactions
(RPTs) to ensure that all such transactions are conducted in
a transparent, fair, and compliant manner. During the financial
year under review, all RPTs entered into by the Company
were in the ordinary course of business and conducted on
an arm’s length basis. No RPTs were material in nature, and
all were aligned with the Company’s strategic objectives and
operational needs.

In compliance with the provisions of the Act and the SEBI Listing
Regulations, the Company has formulated a comprehensive
Policy on Materiality of and dealing with Related Parties. This
Policy outlines the processes for approval, reporting, and
disclosure of RPTs, ensuring that there is no conflict of interest
in transactions between the Company and its related parties.
The Policy is designed to maintain transparency and fairness,
and it applies to all transactions, arrangements, and contracts
involving related parties. Such policy can be accessed at
https://india.gulfoilltd.com/investors/investor-information/
policies/RPTPolicy.

The Audit Committee plays a crucial role in overseeing RPTs.
All RPTs are subject to prior review and approval by the
Committee, ensuring that they meet the necessary criteria of
being in the ordinary course of business and at arm’s length.
For recurring RPTs, which are typically of a repetitive nature,
the Committee grants omnibus approval for the financial year,
allowing for efficient management of such transactions. For
each omnibus approval granted, a detailed statement of RPTs
entered into is presented to the Audit Committee for its review.

Although the Company has not entered into any transaction
subject to the disclosure requirements under Section 188
of the Act, it remains committed to adhering to the highest
standards of governance. As such, no RPTs in the financial
year under review are required to be disclosed in Form AOC-2
and therefore not annexed to this Report.

In line with the Policy, all RPTs are monitored regularly to
ensure they meet the criteria of being:

• In the ordinary course of business

• On an arm’s length basis

• Not material in nature

The details of these transactions are provided in the Notes
to the Financial Statements section, under Note No. 46, of
this Annual Report.

STATUTORY AUDITORS AND THEIR AUDIT
REPORT

M/s Price Waterhouse LLP, Chartered Accountants (ICAI Firm
Registration No. 301112E/E300264), the erstwhile Statutory
Auditors of the Company, had completed their second term
of appointment at the conclusion of the 16^th Annual General
Meeting held on September 12, 2024.

Accordingly, during the year under review, the Board of Directors
of the Company, based on the recommendation of the Audit
Committee, at its Meeting held on May 21,2024 approved and
recommended to the shareholders the appointment of M/s S R
B C & Co. LLP, Chartered Accountants (ICAI Firm Registration
No. 324982E/E300003) (“SRBC”) as the Statutory Auditors
of the Company to hold office for a term of five consecutive
years from the conclusion of the 16^th Annual General Meeting
till the conclusion of the 21^st Annual General Meeting to be held
in the year 2029.

Such appointment was subject to the approval of the
shareholders, which was obtained at the 16^th Annual General
Meeting. SRBC had consented to act as Statutory Auditors
and had confirmed that their appointment, if made, would be
within the limits specified under Section 141(3)(g) of the Act.
SRBC had also confirmed, that they are not disqualified to
be appointed as Statutory Auditors in terms of the provisions
of Sections 139(1), 141(2) and 141(3) of the Act and the
Rules made thereunder. Further, SRBC confirmed that they
hold a valid peer review certificate issued by the Institute of
Chartered Accountants of India.

SRBC have issued the Independent Statutory Auditor’s
Report with an “unmodified opinion” on the Company’s
Financial Statements (both Standalone and Consolidated) for
the year ended March 31, 2025, which are included in this
Annual Report. The Statutory Auditors have not made any
qualifications, reservations, adverse remarks, or disclaimers
in their report.

SECRETARIAL AUDITOR AND THEIR AUDIT
REPORT

During the financial year under review, the Board, in its meeting
held on May 21, 2024, had appointed M/s B S & Company,
Company Secretaries LLP (Firm Registration No. AAE-0638),
as the Secretarial Auditor of the Company for the financial year
2024-25. However, due to technical issues related to their LLP
firm, M/s B S & Company, Company Secretaries LLP, notified
the Company that they would be unable to continue with the
Secretarial Audit for the aforementioned period. In light of
this, the Board of Directors, in their meeting held on February
6, 2025, took note of the same and appointed M/s Ravi &
Subramanyam, Company Secretaries, as the Secretarial
Auditor for the financial year 2024-25, replacing the previous
Secretarial Auditor.

In accordance with the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) (Third
Amendment) Regulations, 2024 notified on December 12,

2024 by the Securities Exchange Board of India, it mandates
that listed companies shall appoint:

1. an individual as Secretarial Auditor for not more than one
term of five consecutive years; or

2. a Secretarial Audit firm as Secretarial Auditor for not
more than two terms of five consecutive years,

with the approval of its shareholders at its Annual
General Meeting.

Accordingly, in line with the aforesaid amendment, the Board of
Directors of the Company, at its meeting held on May 21,2025
had proposed the appointment of M/s Ravi & Subramanyam,
Company Secretaries, a peer reviewed Practicing Company
Secretaries Firm as the Secretarial Auditor for a term of five
consecutive years commencing from the financial year 2025¬
26 till the financial year 2029-30.

M/s Ravi & Subramanyam, Company Secretaries, have
consented to act as Secretarial Auditor and have confirmed
that they hold a valid peer review certificate issued by the
Institute of Company Secretaries of India.

The Secretarial Audit Report for the year ended March 31,

2025 in Form No. MR-3 issued by the Secretarial Auditor of
the Company is annexed as Annexure-V to this Report. This
report does not contain any qualification, reservation, adverse
remark or disclaimer.

Annual Secretarial Compliance Report

In compliance with Regulation 24A of the SEBI Listing
Regulations, the Company has obtained the Annual Secretarial
Compliance Report for the financial year ended March 31,
2025, from M/s. Ravi & Subramanyam, Company Secretaries.
The report confirms the Company’s adherence to applicable
provisions under the various Regulations.

The Annual Secretarial Compliance Report was submitted to
the Stock Exchanges within the prescribed statutory timelines
and is available for public access on the Company’s website
at https://india.gulfoilltd.com/investors/investor-information/
secretarial-compliance-report.

Compliance with Secretarial Standards

Section 118 of the Act mandates compliance with the
Secretarial Standards on Board Meetings and General
Meetings issued by the Institute of Company Secretaries of
India as amended from time to time. During the year under
review, the Company has complied with the applicable
Secretarial Standards.

COST RECORDS AND COST AUDITOR

As per the requirements under Section 148(1) of the Act read
with the Companies (Cost Records and Audit) Rules, 2014
as amended from time to time, your Company is required to
maintain the cost records and accordingly such accounts and
records are prepared and maintained by the Company.

In terms of the provisions of Section 148(2) of the Act read
with the Companies (Cost Records and Audit) Rules, 2014,
the Board, on the recommendation of Audit Committee,
re-appointed M/s Dhananjay V. Joshi & Associates, Cost
Accountants (Firm Registration No. 000030), as Cost Auditors
of the Company to audit the cost records of the Company for
the financial year 2025-26.

REPORTING OF FRAUDS BY AUDITORS

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

INTERNAL AUDIT

The Company has developed a strong internal audit system
that plays a vital role in protecting its interests. This system
independently assesses the effectiveness of internal controls,
ensuring they are functioning as intended. The primary objective
of the internal audit is to provide to the Audit Committee with
confidence that the Company’s internal controls and risk
management practices are both efficient and effective.

To maintain independence, the Internal Auditor reports directly
to the Audit Committee, allowing for an unbiased review of
the Company’s processes. Each year, a comprehensive
internal audit plan is created based on risk assessments and
covers a wide array of areas, including governance, business
operations, financial systems, and key support functions. The

Audit Committee regularly reviews and approves this plan to
ensure that all significant areas are adequately addressed.

The internal audit team thoroughly evaluates the Company’s
compliance with internal policies, operational procedures, and
legal requirements. Any important findings are promptly shared
with the Audit Committee, along with updates on corrective
actions and the status of ongoing improvements. This process
ensures that the Company remains focused on addressing
weaknesses and continually refining its internal controls.

By consistently assessing internal processes, the internal
audit function contributes to the Company’s commitment
to transparency, accountability, and operational excellence,
supporting the achievement of its long-term objectives.

HUMAN RESOURCE DEVELOPMENT

The Company is committed to build a diverse and high
performing culture to make the organisation “Future Ready”.
Our culture and people are key enablers to continue creating
value for our stakeholders. The leadership team at the
Company is a combination of the new entrants and stable
team. We are cultivating the leaders across business verticals
basis the Company’s competency framework and the various
developmental interventions. The learning labs, coaching and
other inputs for the leadership are focused on supporting their
individual development plans.

We continue to invest in capability building, in alignment
with business requirements for B2C, B2B & new businesses.
To grow our talent, we are upskilling and reskilling them
through various internal & external interventions including
the international programmes. We are also working with our
channel partners ecosystem to nurture skill development
through various initiatives. In addition, the Al-driven talent
management programme “Pathway” includes the learning and
mentoring platform, that offers recommendations on learning
journeys based on the employee’s skillset, experience and
career aspirations.

We continue to drive a culture of performance, ambition and
business growth supported by the Hinduja Group values and
Gulf Brand values in action, making our work environment more
inclusive and cohesive, helping build trust and camaraderie,
and driving a growth mindset. Our unflinching commitment to
integrity and a strong culture of ethics enable us to fulfil our
commitment and earn the trust of all the stakeholders.

Transformative Journey

We continue focusing on the high growth fast-paced culture
and making the organisation more customer centric. The
new ways of working and redefined business processes are
co-created and implemented keeping employee context
and flexibility. The new businesses and Step Up & Leap
opportunites in the existing and future businesses drive
the Transformation agenda across the organisation. Digital
transformation is also an important focus area for us.

Wellness & Safety

The Company continues to invest in the welfare, safety &
well-being of the employees to meet dynamic business
requirements towards building a high performing and caring
organisation. The wellness programme for Company aims
at the overall well-being of the employees for past many
years. The programme objective is to support employees
on the various aspects of well-being and create awareness
about it. The programme consists of physical well-being,
emotional well-being, financial well-being and employee
safety. We provide a safe work environment and promote
healthy lifestyles and behaviour. We have implemented safety
excellence by identifying the near misses, eliminating serious
injury, impact, or fatality events across all our facilities. There
are regular awareness programmes conducted about well¬
being and safety. We continually strive to provide a range
of options for better financial and social security, including
efficient tax-management options through flexi compensation
structure, medical and personal accident insurance, Group
Term Insurance Programme, etc. There are periodic webinars
on importance of insurance and investment awareness topics.

Talent Acquisition & Integration

The organisation has made concentrated efforts in bringing
the talent on board, integrating and retaining it. The Campus
engagement programme helps to strengthen and build the
brand as well to attract the best talent for the organisation.
The culture of openness, experimenting and performance has
provided an edge to attract and retain the right talent within
the organisation. The total employee strength has gone up to
637 during the financial year under review.

Skill Development

Through various learning resources and tools, we offer
extensive online learning programmes (GOLD Academy) not

only to enable our people to upskill and reskill for their roles
but also to help them prepare for the future. We continue to
build organisational capabilities with clear focus on functional
learning priorities to make our people future-fit and purpose-
led. We have been building the skills through Web based
Trainings (WBT), self-paced modules, virtual learning journeys,
social learning in addition to Live on Class Room and Class
Room Training programmes. OJT (on the job training) is
adopted for the plant environment to upgrade the skills.

There were various initiatives taken up for digital skill building
including various tools, processes, data analytics, etc. during
the financial year under review.

Contract employee management & engagement

We engage contract employees for supporting our operations
for short-term assignments. The duration of such engagements
varies depending on the nature of job. We ensured adequate
measures for insurance coverage for these employees. We
have also ensured complete compliance on processes like
internal mandatory trainings (i.e. Information Security, Data
Privacy, and Prevention of Sexual Harassment among others)
as well as background verification.

Employees Incentive Plans

Employee Stock Options Plan (“ESOP”) and Long Term Incentive
Plans (“LTIP”) have been recognised as an effective instrument to
attract and retain talent and align the interest of employees with
that of the Company and its Stakeholders, thereby, providing
an opportunity to the employees to participate in the growth of
the Company and to create long-term wealth in the hands of
employees. The grant of share-based benefits to employees is
a mechanism to align the interest of the employees with those
of the Company, to provide them with an opportunity to share
the growth of the Company.

The Company has in force Gulf Oil Lubricants India Limited-
Employees Stock Option Scheme-2015 (GOLIL-ESOP
Scheme). The scheme was approved by the shareholders
vide a special resolution passed through postal ballot on May
13, 2015. The scheme is aligned with the Company’s 4 years
strategic plans. The second 4 years plan ended in FY 2024-25
and the Company has embarked on next four years plan.

The GOLIL-ESOP scheme is in compliance with SEBI
Regulations. As per Regulation 14 of Securities and Exchange

Board of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021, read with Securities and Exchange
Board of India circular no. CIR/CFD/POLICY CELL/2/2015
dated June 16, 2015, the details of the ESOP are uploaded
on the Company’s website at https://india.gulfoilltd.com/
investors/annual-reports.

The LTIP is designed to achieve the strategic objectives set
out under GOLIL 4 years strategic plan in line with the ESOP
scheme. The LTIP has helped to create the long term value
for the employees.

Diversity & Inclusion

Our approach towards gender inclusion is based on customized
needs of our women employees at every stage of their life and
work. Our holistic approach including focused hiring efforts and
building a strong pipeline of middle and senior management
helps us increase gender diversity. Our structured governance,
continued commitment, and drive from our leaders have resulted
in women’s representation at 7% in financial year 2024-25. We
have embarked on a focused strategy to have more gender-
diverse voices at decision-making levels.

WHISTLE BLOWER POLICY AND VIGIL MECHANISM

As part of its commitment to strong Corporate Governance,
the Company has in place a structured Vigil Mechanism in
line with the provisions of the Act, the Rules made thereunder,
and SEBI Listing Regulations. This framework is implemented
through the Company’s Whistle Blower and Vigil Mechanism
Policy, which is designed to provide a safe and confidential
channel for employees and directors to raise concerns about
unethical conduct or possible violations.

The Policy ensures that individuals reporting concerns in
good faith are protected from unfair treatment, retaliation, or
victimisation. It expressly prohibits any form of discrimination,
harassment, or adverse employment action against whistle
blowers. Adequate safeguards are built into the mechanism
to allow employees and directors to report instances involving
unethical behaviour, suspected fraud, breach of the Company’s
policies, leakage or potential leakage of unpublished price
sensitive information, financial misconduct, and other forms
of corruption or malpractice.

All protected disclosures concerning financial or accounting
matters should be addressed, in writing, to the Chairperson
of the Audit Committee of the Company for investigation. In
respect of all other protected disclosures, those concerning
the Ombudsman and employees at the levels of Senior Vice
Presidents and above should be addressed to the Chairperson
of the Audit Committee of the Company and those concerning
other employees should be addressed to the Ombudsman
of the Company. The Ombudsman may refer the matter to
the Chairperson of the Audit Committee depending upon the
importance of the matter.

During the financial year under review, there were no instances
in which access to the Chairperson of the Audit Committee
was denied to any individual. Furthermore, no whistle blower
complaints were received. The Audit Committee continues to
receive quarterly updates on the status of complaints, if any,
and oversees the effective implementation of the Policy.

The Whistle Blower and Vigil Mechanism Policy of the
Company is available on the website of the Company at
https://india.gulfoilltd.com/investors/investor-information/
policies/VigilMechanism.

DISCLOSURE UNDER THE SEXUAL HARRASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment
at the workplace. The Company 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 made thereunder.

The Company has complied with the provisions relating to the
constitution of the Internal Complaints Committees (“ICCs”)
as per the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. ICCs have
been established at various locations of the Company. Each
ICC is chaired by a senior woman employee and includes
external members with relevant expertise in handling such
matters, in line with the statutory requirements. Women
constitute at least half of the committee’s membership,
ensuring balanced representation.

During the financial year ended March 31, 2025, the
Company has not received any complaint pertaining to sexual
harassment, as detailed hereunder:

Sr.	Particulars	No. of
No.		Complaints
1	Sexual harassment complaints received during the financial year 2024-25	Nil
2	Sexual harassment complaints disposed of during the financial year 2024-25	Nil
3	Sexual harassment complaints pending for a period exceeding ninety days	Nil

The Policy is accessible to all employees and is available
on the Company’s website at https://india.gulfoilltd.com/
investors/investor-information/policies/POSH.

The Company regularly undertakes awareness initiatives to
promote a workplace culture grounded in mutual respect
and professionalism. During the year, multiple programs
were conducted, including POSH training during employee
induction, e-learning modules, interactive sessions, digital
campaigns, posters, and internal communications. These
efforts reinforce the Company’s commitment to maintaining a
harassment-free work environment.

DISCLOSURES OF EMPLOYEES PARTICULARS

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, detailed disclosures
regarding the remuneration of employees including Directors
and Key Managerial Personnel are provided in Annexure-VI
to this Report.

Additionally, in compliance with the provisions of Section
197(12) of the Act, read with Rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, a statement containing the names and
details of the top ten employees based on the remuneration
drawn during the financial year is not included in the Annual
Report. However, in accordance with the first proviso to
Section 136(1) of the Act, this statement, along with the
relevant annexure, is excluded from the copy of the Annual
Report being sent to shareholders. Shareholders may access

this information by inspecting it at the registered office of the
Company during working hours, up to the date of the ensuing
Annual General Meeting.

Any shareholder who wishes to obtain a copy of the statement
containing this information may request it in writing from the
Company Secretary at [e-mail].

CEO AND CFO CERTIFICATION

In accordance with Regulation 17(8) read with Schedule II of
the SEBI Listing Regulations, the certificate from the Chief
Executive Officer (CEO) and Chief Financial Officer (CFO)
was placed before the Board of Directors at its meeting held
on May 21, 2025. This certificate, confirming the accuracy
of the financial statements and compliance with applicable
regulations, is included as Annexure-VII to this Report.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

Disclosures relating to energy conservation, technology
absorption, and foreign exchange earnings and outgo, as
mandated under Section 134(3)(m) of the Act, read with Rule
8(3) of the Companies (Accounts) Rules, 2014, are detailed in
Annexure-VIII to this Report.

These disclosures reflect the Company’s ongoing efforts to
promote operational efficiency, encourage the adoption of
innovative technologies, and strengthen its contribution to
sustainable practices across all areas of operation.

GENERAL DISCLOSURES

In terms of the applicable provisions of the Act and SEBI
Listing Regulations, your Company additionally discloses that
during the financial year under review:

• your Company has not issued any shares with
differential voting rights;

• your Company has not issued any sweat equity shares;

• there were no material changes or commitments
affecting the financial position of the Company between
the end of the financial year under review and the date
of this Report.

• no significant or material orders were passed by the
regulators or courts or tribunals which impact the going
concern status of your Company in the future.

• your Company has not raised any funds through
preferential allotment or qualified institutional placement
as per Regulation 32(7A) of SEBI Listing Regulations.

• no application has been made under the Insolvency and
Bankruptcy Code; hence, the requirement to disclose the
details of application made or any proceeding pending
under the Insolvency and Bankruptcy Code, 2016 (31 of
2016) during the financial year along with their status as
at the end of the financial year is not applicable.

• the requirement to disclose the details of the difference
between amount of the valuation done at the time of
onetime settlement and the valuation done while taking
loan from the Bank or Financial Institutions along with
the reasons thereof, is not applicable.

It is further disclosed that:

• the Company confirms that there is no plan to revise the
Financial Statements or the Directors’ Reports for any
previous financial year.

• the Company is in compliance with the applicable
provisions of the Maternity Benefit Act, 1961.

ACKNOWLEDGEMENT

The Board of Directors extends heartfelt gratitude to
all stakeholders for their continued trust, support, and
collaboration. Our members, customers, banking partners,
and business associates have been vital in helping us to
achieve significant milestones this year, enabling us to
maintain a competitive edge in a dynamic market.

We also thank the Government and regulatory bodies for
their guidance, cooperation, and effective frameworks, which
have allowed us to operate transparently, compliantly, and
sustainably. Their support has been instrumental in our growth
and ability to navigate challenges.

A special note of appreciation goes to our dedicated employees.
Their commitment, passion for excellence, and tireless efforts
have been crucial in driving the Company’s success.

Looking ahead, the Directors are confident that, with this
strong foundation, the Company is poised for even greater
success, continuing to deliver lasting value to all stakeholders.

For and on behalf of the Board of Directors

Sd/-

Sanjay G. Hinduja

Place: London Chairman

Date: August 13, 2025 (DIN: 00291692)

---

Mar 31, 2024

The Board of Directors of Gulf Oil Lubricants India Limited (“the Company” or “your Company”) is pleased to present the 16^th Annual Report on the business and operations of the Company along with the Audited Financial Statements of the Company for the financial year ended March 31,2024 (“financial year under review” or “financial year 2023-24”).

1. FINANCIAL SUMMARY AND OPERATIONAL HIGHLIGHTS

				(Rs. in Lakhs)
	Standalone		Consolidated
Particulars	For the year ended	For the year ended	For the year ended	For the year ended
	March 31,2024	March 31,2023	March 31, 2024	March 31, 2023
Revenue from Operations	3,28,409.68	2,99,910.02	3,30,115.31	2,99,910.02
Profit before finance cost, depreciation & tax	48,583.90	38,995.72	48,912.98	38,995.72
Less: Finance Costs	2,560.94	3,764.03	2,590.70	3,764.03
Profit before depreciation & tax	46,022.96	35,231.69	46,322.28	35,231.69
Less: Depreciation/Amortization	4,677.45	3,961.29	5,074.31	3,961.29
Profit before share of net profit/ (loss) in associate accounted using equity method	41,345.51	31,270.40	41,247.97	31,270.40
Share of net (Loss)/profit of associate accounted using equity method			(18.31)	0.40
Profit Before Taxation	41,345.51	31,270.40	41,229.66	31,270.80
Taxation	-	-
Current Tax	10,841.51	8,196.91	10,872.21	8,196.91
Deferred Tax	(305.85)	(156.50)	(444.25)	(156.50)
Profit After Taxation	30,809.85	23,229.99	30,801.70	23,230.39
Profit/ (Loss) attributable to: Owners of the Company	30,809.85	-	30,796.11	-
Profit/ (Loss) attributable to: NonControlling Interests	-	-	5.59	-
Balance brought forward from previous year	95,792.93	76,117.37	95,792.01	76,115.41
Appropriations	-	-
Interim Dividend paid on Equity Shares	(7,860.47)	-	(7,860.47)	-
Final Dividend paid on Equity Shares	(12,268.18)	(2,450.85)	(12,268.18)	(2,450.85)
Other Comprehensive Income (OCI)	(171.26)	(98.13)	(171.62)	(97.49)
Transfer to General Reserve	(1,000.00)	(1,000.00)	(1,000.00)	(1,000.00)
Transfer to securities premium reserve from share options outstanding account		22.88		22.88
Buy Back of equity shares	-	(28.33)	-	(28.33)
Transfer to retained earnings from share options outstanding account	154.93		154.93
Balance Carried to Balance Sheet	1,05,457.80	95,792.93	1,05,442.78	95,792.01

Financial statements for the financial year 2023-24 have been prepared in accordance with the Indian Accounting Standards (hereinafter referred to as the ‘Ind AS’) as notified by Ministry of Corporate Affairs pursuant to Section 133 of the Companies Act, 2013 (“the Act”) read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time.

There are no material departures from the prescribed norms stipulated by the accounting standards in preparation of the annual accounts. Accounting policies have been applied consistently. The management evaluates all recently issued or revised accounting standards on an ongoing basis.

The Company discloses consolidated and standalone financial results on a quarterly basis, which are subject to limited review and publishes consolidated and standalone audited financial results annually.

2. OPERATIONAL PERFORMANCE / STATE OF AFFAIRS

Financial Performance (Standalone)

The Company has continued to achieve an all round growth in terms of Volume, Revenues, PBT and PAT over the previous year and has demonstrated strong resilience during yet another challenging year. The performance has been achieved by the Company in spite of the environment of global uncertainty, volatile economic conditions and high cost pressures.

Net revenues for the year 2023-24 was up 9.5% at H 3,28,409.68 lakhs (H 2,99,910.02 lakhs in the previous year), Profit before tax for the financial year 2023-24 was up 31.9% at H 41,229.66 lakhs (H 31,270.80 lakhs in the previous year). Profit after tax for the financial year 2023-24 was up 32.6% at H 30,801.70 lakhs (H 23,230.39 lakhs in the previous year) resulting in an Earnings Per Share (Basic) of H 62.76 (H 47.30 in the previous year), up 32.7%.

Financial Performance (Consolidated)

Net revenues for the year 2023-24 was up 10.1% at H 3,30,115.31 lakhs (H 2,99,910.02 lakhs in the previous

year), Profit before tax for the financial year 2023-24 was up 31.9% at H 41,229.66 lakhs (H 31,270.80 lakhs in the previous year). Profit after tax for the financial year 2023-24 was up 32.6% at H 30,801.70 lakhs (H 23,230.39 lakhs in the previous year) resulting in an Earnings Per Share (Basic) of H 62.76 (H 47.30 in the previous year), up 32.7%.

The market for your Company’s products is growing, and your Company has a strong pipeline of new products. Your Company is also focusing on cost savings and operational efficiency, which contributed to the growth in revenue.

Significant developments Acquisitions

In a strategic move to bolster its presence in the Electric Vehicle (EV) segment, your Company acquired controlling 51% stake in Tirex Transmission Private Limited (Tirex) for H 102.51 crores and consequently, Tirex has become a Subsidiary of the Company with effect from October 30, 2023.

Tirex Transmission is a key player in manufacturing DC Fast Chargers for EVs in India. With a track record of deploying over 1,000 high-capacity EV fast chargers across the country. It has carved a niche for itself as a leading technology player and a reliable brand in the fast-charging domain, with its comprehensive range of DC chargers, spanning from 30KW to 240KW. Tirex caters to a diverse clientele, including PSUs, Charge Point Operators (CPOs), Automotive OEMs, and retail with a range of high quality chargers available for all vehicle types, including e-Buses.

3 MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis for the financial year under review, as stipulated under Regulation 34(2)(e) read with Part B of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), is presented in a separate section and forms part of this Annual Report.

It provides mandatory disclosures required under

the SEBI Listing Regulations comprising inter-alia details about the overall industry structure, economic scenarios, operational and financial performance of the Company, business strategy, internal controls and their adequacy, risks and concerns and other material developments during the financial year under review.

4. DIVIDEND FOR FINANCIAL YEAR 2023-24

The Directors recommend for approval of the members at the ensuing Annual General Meeting payment of final dividend of H 20 per equity share of face value of H 2 each (1,000% on the face value of H 2 per equity share).

The final dividend on Equity shares is subject to the approval of the shareholders at the ensuing 16^th Annual General Meeting (“AGM”). The final dividend, if approved by the shareholders, will be deposited in a separate bank account within 5 days from the date of declaration and will be paid within 30 days of declaration subject to deduction of income tax at source, as applicable.

During the financial year under review the Board of Directors of your company after considering the company’s dividend distribution policy has declared and paid an interim dividend of H 16 per equity share of the face value of H 2 each (800% on the face value of H 2 per equity share).

Cumulatively, the Board of Directors of your company has declared / recommended a total Dividend of H 36 per equity shares (1,800% on the face value of H 2 per equity share).

The Board of Directors of your company has approved and adopted the dividend distribution policy of the company and dividends declared/recommended during the year are in accordance with the said Policy.

Taxation on Dividend

Dividends paid or distributed by a company after April 1, 2020 are taxable in the hands of the Shareholders. Accordingly, the Company is required to deduct tax at source (“TDS”) at rates (plus surcharge and cess) as

applicable, at the time of making the payment of the dividend, if approved and declared at the ensuing AGM.

Dividend Distribution Policy

The Company has adopted a Dividend Distribution Policy in compliance with Regulation 43A of the SEBI Listing Regulations. The Dividend Distribution Policy is also placed on the Company’s website and can be accessed at the weblink: https://assets.gulfoilltd.com/ gulfindia/files/2023-01/Dividend%20Distribution%20 Policy.pdf

During the financial year under review, there were no amendments to the Dividend Distribution Policy of the Company.

Transfer to Reserves

During the year, Board has approved the appropriation of H1,000 lakhs to General Reserves. (Previous year H1,000 lakhs).

Increase in Issued, Subscribed and Paid-Up Equity Share Capital

Particulars	No. of equity shares	Amount in K
Issued, subscribed and Paid-up Capital as on April 1,2023	4,90,17,086	9,80,34,172
Allotment of shares to employees on May 18, 2023	9,514	19,028
Allotment of shares to employees on August 24, 2023	46,101	92,202
Allotment of shares to employees on January 3, 2024	6,187	12,374
Allotment of shares to employees on February 5, 2024	49,074	98,148
Allotment of shares to employees on February 27, 2024	40,471	80,942

Issued, subscribed and	4,91,68,433 9,83,36,866
Paid-up Capital as on
March 31, 2024

5. NATURE OF BUSINESS

Your Company is primarily engaged in the production and marketing of lubricating oils, greases and other derivatives.

The Company markets its products under the brand name “GULF”. These products comprise of automotive lubricants, such as engine oils, driveline fluids, brake fluids and radiator coolants, gear oils, transmission oils, greases and specialties, covering the entire automobile spectrum of 2-wheelers, cars, commercial and off-highway vehicles.

Industrial lubricants comprises of lubricating oils like hydraulic oils, slideway oil, turbine oil, industrial gear oils and industrial greases. Apart from these, the Company also has a full range of metalworking fluids.

The company also has a significant presence in manufacturing and marketing of AdBlue®, a diesel exhaust fluid used in automotives to reduce NOx from emission coming out of vehicles. The company has also entered into EV Chargers & EV SaaS segments recently via subsidiaries/ associates.

The manufacturing facilities are located at places with an annual production capacity as below:

Plant Location	Lubes Annual Blending Capacity	AdBlue® Blending Capacity
Silvassa in Dadra and Nagar Haveli and Daman and Diu	90,000 KL	36,000 KL
Ennore near Chennai, Tamil Nadu	50,000 KL	39,000 KL

During the year under review, there was no change in the nature of business of the Company.

ISO Certification

The Company’s factories at :

Silvassa has been certified ISO for:

• Environmental Management Systems-ISO 14001:2015

• Occupational Health & Safety Management Systems - ISO 45001:2018

• Quality Management System -IATF 16949:2016

• Quality Management System -ISO 9001:2015

Ennore at Chennai has been certified ISO for:

• Environmental Management Systems- ISO 14001:2015

• Occupational Health & Safety Management Systems - ISO 45001:2018

• Quality Management System -IATF 16949:2016

6. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Whistleblowing, an integral part of Corporate Governance in exposing corruption, frauds, and other wrongdoings, has emerged as an effective mechanism of spotting questionable practices of corporations.

The Vigil Mechanism as envisaged in the Act, the Rules framed thereunder and the SEBI Listing Regulations, is implemented through the Company’s Whistle Blower and Vigil Mechanism Policy. The policies add statements such as, “no unfair treatment will be meted out to a whistle blower” by virtue of his/her having reported a ‘Protected Disclosure’, and the company condemns any kind of discrimination, harassment, victimization or any other unfair employment practice being adopted against whistle blowers. Hence provides for adequate safeguards against victimisation of the Employees and Directors of the Company to report genuine concerns regarding unethical behaviour, actual or suspected fraud or violation of the Company’s Codes and Policies, instances of leak/suspected leak of unpublished price sensitive information, accounting or auditing irregularities or misrepresentations, fraud, theft, bribery and other corrupt business practices, etc.

All protected disclosures concerning financial, or accounting matters should be addressed, in writing, to the Chairperson of the Audit Committee

of the Company for investigation. In respect of all other protected disclosures, those concerning the Ombudsman, (as appointed under the Whistle Blower and Vigil Mechanism Policy of the Company) and employees at the levels of Senior Vice Presidents and above should be addressed to the Chairperson of the Audit Committee of the Company and those concerning other employees should be addressed to the Ombudsman of the Company. The Ombudsman may refer the matter to the Chairperson of the Audit Committee depending on the importance of the matter.

During the financial year under review, no personnel was denied access to the Chairperson of the Audit Committee of the Board. An update on whistle blower complaints is provided to the Audit Committee of the Company on a quarterly basis. No whistle blower complaints were received during the financial year under review.

The Whistle Blower and Vigil Mechanism Policy of the Company is available on the website of the Company and can be accessed at the web link: https://assets. gulfoilltd.com/gulfindia/files/2023-01/Establishment%20 of%20Vigil%20Mechanism.pdf

7. RESEARCH & DEVELOPMENT

Emerging mobility trends in India requires rapid adaptation to evolving technologies. EV, Bio fuels, Synthetic Fuels, Hydrogen Fuel Cell, Hydrogen ICE requires dedicated lubricant and fluid solutions.

The Company’s research and technology teams are working closely with OEMs and technology providers to develop lubricants and Fluid solutions for various alternate powertrain.

The research and technology team worked on lubricating solutions for conventional powertrain and introduced latest technology engine oils offering superior performance, longer drain intervals and fuel economy benefits.

Industry leading 1000 hours drain interval was launched for tractor segment by the company during the financial year under review as one of the many such advanced technology products.

Your Company’s EV lubricant portfolio too is evolving and we worked with established as well as evolving OEMs for customised lubrication and cooling solutions which are commercialised and R & D is continuously working on upgrading these products.

The teams are working closely with various Business-to-Business (B2B) customers and original equipment manufacturers (OEMs) in the Automotive and Industrial segments. Your Company has established various customised Engine oil, Transmission oil, Greases, Hydraulic oils, Industrial lubricants, Metal working fluids etc.

8 SUBSIDIARIES/JOINT VENTURE/ ASSOCIATES

Subsidiary Company

The Company has one Subsidiary Company viz: Tirex Transmission Private Limited (“Tirex”), in which the Company holds 51% stake on a fully diluted basis as on March 31,2024. Tirex became a subsidiary of the Company with effect from October 30, 2023.

Tirex is, inter alia, primarily engaged in the business of manufacturing and selling of DC chargers for EVs.

Associate Company

The Company has one associate Company viz: Techperspect Software Private Limited, in which the Company holds 26% stake on a fully diluted basis as on March 31,2024.

TechPerspect, is an Information Technology and eMobility Software as a Servise (SaaS) company based out of Noida, Delhi NCR. The Company is into implementation of IoT based eMobility Solutions and created an IoT based eMobility Technology Platform under the brand Electreefi that serves both businesses and end customers.

Performance and financial position of the Subsidiary and Associate company included in the consolidated financial statements

There has been no material change in the nature of business of the Subsidiary and the Associate Company, during the year under review.

Pursuant to Section 136 of the Companies Act, 2013, the Financial Statements including Consolidated Financial Statements, along with relevant documents have been posted on the Company’s website https://india.gulfoilltd.com/ . The same are also open for inspection at the Registered Office of the Company on all working days (Monday to Friday) between 11.00 a.m. to 6.00 p.m. up to the date of the AGM.

A statement containing salient features of performance and financial position of subsidiary and associate included in the financial statements is attached as Annexure-I to this report in Form AOC-1.

Further, as per the fourth proviso of the said Section, accounts of subsidiary as of March 31,2024, have also been uploaded on https://india.gulfoilltd. com/. Shareholders interested in obtaining a copy of the accounts of the subsidiary may write to us at the Company’s registered office or email to [e-mail].

9. HUMAN RESOURCE DEVELOPMENT

Your Company believes in nurturing a positive work culture. Your Company’s culture and people are key enablers to continue creating value for our stakeholders. The Company is focused on investing in the welfare, safety & well being of its employees to meet dynamic business requirements towards building a high performing and caring organisation. The company drives all it’s human capital interventions based on the Group’s guiding principles & Brand values.

The key pillars of the Human Resources Development Programme are as follows-

Employee Wellness & Safety

The wellness programme of your Company aims at the overall wellbeing of the employees for last many years. The programme objective is to support employees on the various aspects of wellbeing & create awareness about it. The programme consists of physical wellbeing, emotional wellbeing, financial wellbeing & employee safety.

Your Company provides a safe work environment and promote healthy lifestyles and behaviour. The Company has implemented safety excellence by identifying

& taking preventive measures for the near misses, eliminating serious injury, impact, or fatality events across all our facilities. There are regular awareness programmes conducted about well-being & safety.

Your Company continually strive to provide a range of options for better financial and social security, including efficient tax-management options through flexi compensation structure, medical and personal accident insurance, and Group Term Insurance Programme.

There are periodic webinars on importance of insurance and investment awareness topics.

Empowering People through Digitisation

The Company has integrated digitisation as part of the overall employee experience and has developed an in-house new portal called Employee Self Service (ESS) that allows our employees to manage day to day requirements including attendance, leave management, employee on boarding etc. The Gulf Oil Learning & Development (GOLD) Academy assists in Learning & Development initiatives and the ASPIRE portal helps in smooth operations of performance management system for the organisation. RMS portal helps in streamlining the recruitment of best talents. The Smart Service Desk helps the employees with any help/ queries related to policies/ other administrative requirements.

Skill Development

Through cutting-edge learning resources & tools, we offer extensive online learning programmes (GOLD Academy) not only to enable our people to upskill and reskill for their roles but also to help them prepare for the future. The Company continues to build organisational capabilities with clear focus on functional learning priorities to make our people future-fit and purpose-led. The Company has been building the skills through Web based Trainings (WBT), self-paced modules, virtual learning journeys, social learning in addition to Live on Class Room (LOC) & Class Room Training (CRT) programmes. OJT (on the job training) is adopted for the plant environment to upgrade the skills. In addition, Gulf India teams are also participating in Gulf International’s initiatives, Webinars and skill upgradation programs like Rising Star Program (RSP) etc.

There are various initiatives taken up for digital skill building including various tools, processes, data analytics etc. during the year.

Leadership Development

With a clear focus on Leadership Development, the initial assessment & Individual Development Planning exercise have been completed for the Leadership team. Basis the needs, the senior leaders in critical roles are being assigned executive coaches and enrolment in executive leadership programs at premier business schools.

Transformation

Your Company continues to focus on its high growth fast-paced culture & making the organisation more customer centric. The new ways of working & redefined business processes are co-created & implemented keeping employee context and flexibility. The new businesses and step up changes in the existing business processes drive the transformation agenda across the organisation. Digital transformation is also an important focus area for us.

Talent Acquisition

We have made concentrated efforts to bring the talent on board & retaining it. The Campus engagement programme helps to strengthen & build the brand as well to attract the best talent for the organisation. The culture of openness, experimentation & performance has provided an edge to attract & retain the right talent within the organisation. The total employee strength has gone up to 591 during the financial year under review.

Talent Management

Your Company has institutionalised a structured, well documented Leadership Competency Framework in view of the future long term business needs, functional capabilities which defines key competencies and forms the bedrock for various talent processes.

Succession Planning in the organisation is a continuous process that aligns with the other talent management interventions and endeavours to mitigate critical people risks.

Contract employee engagement

Your Company engages contract employees to support the company’s operations for short-term assignments. The duration of such engagements varies depending on the nature of job. The Company ensure adequate measures for insurance coverage for these employees. The Company also ensure complete compliance on processes like internal mandatory trainings (i.e. Information Security, Data Privacy, and Prevention of Sexual Harassment, among others) as well as background verification. Processes like reimbursement and invoicing have been digitalized to provide contract employees with a faster and more seamless experience.

Employees Stock Option Scheme

Employee Stock Options have been recognised as an effective instrument to attract and retain talent and align the interest of employees with that of the Company, thereby providing an opportunity for the employees to participate in the growth of the Company and to create long-term wealth in their hands.

The Company has in force Gulf Oil Lubricants India Limited- Employees Stock Option Scheme-2015 (GOLIL-ESOP Scheme). The scheme was approved by shareholders vide a special resolution passed through a postal ballot on May 13, 2015. During the financial year 2023-24 the Stakeholders Relationship Committee, upon exercise of Options by the eligible employees, allotted 1,51,347 equity shares to the eligible employees of the Company, as per the terms and conditions of GOLIL-ESOP Scheme.

The total Stock Options outstanding as of March 31, 2024, are 7,29,315.

The Company has received a certificate from M/s BS & Co LLP, Practising Company Secretaries that GOLIL-ESOP Scheme have been implemented in accordance with SEBI Regulations and the resolution passed by members through postal ballot. The certificate will be placed at the 16^th AGM for inspection by members.

The GOLIL-ESOP scheme is in compliance with SEBI regulations. As per Regulation 14 of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, read with Securities and Exchange Board of India circular no.

CIR/CFD/POLICY CELL/2/2015 dated June 16, 2015, the details of the ESOP are uploaded on the Company’ website https://assets.gulfoiNtd.com/gulfindia/ files/2024-07/ESOP%20Disclosure%20FY%202023-24_.pdf?VersionId=fMagTKYhxZbgSWNZVln ZU0OTNO_S9tA3

During the financial year under review, the NRC granted 52,478 options to the eligible employees of the Company in accordance with the GOLIL-ESOP Schem approved by the Shareholders. No eligible employee (including Director) of the Company has been granted options equal to or exceeding 1% of the issued share capital of the Company at the time of grant.

Diversity & Inclusion

Your Company’s approach towards gender inclusion is based on customized needs of our women employees at every stage of their lives and work. Our holistic approach-including focused hiring efforts and building a strong pipeline of middle & senior management helps us increase gender diversity. Our structured governance, continued commitment, and drive from ou leaders have resulted in women’s representation at 6% in financial year 2023-24. The Company has embarked on a focused strategy to have more gender-diverse voices at decision-making levels.

10. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has Zero Tolerance towards sexual harassment at the workplace. Your Company has in place a policy on Prevention of Sexual Harassment at Workplace, which is in line with requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”). The POSH Policy of the Company is available on the website of the Company and can be accessed in the Governance section at the Web-link: https://assets.gulfoilltd.com/gulfindia/ files/2024-05/Prevention%20of%20Sexual%20 Harassement%20at%20Work%20place.pdf? VersionId=RUXt8CVymxRCQ..5E4MSxBzjsNVFmASE The objective of this policy is to provide an effective complaint redressal mechanism if there is an occurrence of sexual harassment.

Internal Complaints Committees (“IC”) have been constituted to redress complaints of sexual harassment and the Company has complied with the provisions relating to the constitution of IC under the Act. While maintaining the highest governance norms, IC are constituted for various locations. Half of the total members of the IC are women. The external members with requisite experience in handling such matters are also part of the IC. The IC is presided over by a senior woman employee in each case. The IC is updated on judicial trends and trained regularly on the nuances of the Act.

Continuous awareness in this area has been created through the POSH campaign reiterating Company’s commitment to providing a safe workplace to all its employees. During the year, the Company organised sensitization and awareness programs vide inductions for new joiners, e-learning modules for all employees, trainees, associates including sending emailers and creating posters to sensitise all employees to conduct themselves in a professional manner.

During the year under review, no case was reported under the said Act.

11 REMUNERATION POLICY FOR THE BOARD AND SENIOR MANAGEMENT

The Board on the recommendation of the Nomination and Remuneration Committee (“NRC”), adopted a Remuneration policy entailing Executive Remuneration Philosophy, which covers the remuneration philosophy of the Directors, KMP and Senior Management of the Company.

The salient features of the policy are provided in the “Report on Corporate Governance” Annexure-II to this Report. During the financial year under review, there has been no change to the Policy. The Remuneration policy has been uploaded on the website of the Company and can be accessed at the weblink: https://assets. gulfoilltd.com/gulfindia/files/2023-01/Remuneration%20 policy%20%281%29.pdf

12. CORPORATE SOCIAL RESPONSIBILITY (“CSR”) AND RELATED MATTERS

The Company believes in creating social value & has been involved with various social initiatives in the fields of ecology & environment, skill development & education, healthcare and road safety initiatives etc. The CSR policy of the Company sets out our commitment, our objectives & overall approach towards the CSR activities.

In view of the increasing significance and thrust towards sustainability in the global scenario and to focus on the sustainability agenda, the Corporate Social Responsibility Committee was renamed to Corporate Social Responsibility & Sustainability Committee with effect from February 5, 2024.

The Company is instilled and guided by the values of our Group Founder, Shri. Parmanand Deepchand Hinduja’s belief, “My dharma (duty) is to work so that I can give”.

Our approach to social responsibility rests on three important pillars:

1. Strategic Projects : The key domains under CSR are identified basis the large scale multiplier of social change and sustainable development. CSR is the process of helping to build a sustainable organization along with external initiatives. Therefore, the initiatives taken up provide the convergence of business goals and social purpose.

2. Systemic Change: With the specific domains identified, we choose to engage on systemic issues that require deep, meaningful and challenging work. Given the nature of social change involved, this implies commitment over the long term, typically for multiple years.

3. Collaborative: The project execution process involves the company, implementation partner & the community. Our emphasis is to have a collaborative approach in implementing all the initiatives under CSR.

The Company has continued its multiyear Programmes under CSR initiatives in the area of water conservation,

Skill development, Road safety, Community welfare and promoting Healthcare in and around its area of operations as detailed below.

These projects are in accordance with Schedule VII of the Companies Act, 2013 and Company’s CSR policy:-

Suraksha Bandhan Programme Season 5 - The

programme is centered around the well-being of truck drivers. During the financial year 2023-24 the company has launched a campaign that focuses on alleviating the challenge of inadequate access to clean drinking water for truck drivers during their trips. The campaign has been reinforced with a distribution initiative that has provided over 10,000 water filters to truck drivers nationwide. In previous seasons, the company has taken up various initiatives including providing support for free COVID vaccination, Medical insurance coverage, etc.

Road to School (RTS) & Road to Livelihood (RTL) Project -

The company has taken up the Road to School & Road to Livelihood project in Chennai.

The Road to School project covers 24 schools & 4,060 students under the programme during the financial year 2023-24. The objectives of the programme are

a. To implement Learning enhancement & remedial measures and improve foundational literacy & numeracy for grades I to VIII.

b. To create awareness & provide support for community development initiatives through awareness programme on health, hygiene & sanitation.

c. To promote physical wellbeing through structured sports programme for grades I to VIII.

The company has also taken up the Road to Livelihood project in Chennai. The Road to Livelihood project covers 27 schools & 5,889 students under the programme during the financial year 2023-24. The objectives of the programme are

a. Provide awareness on well being, social & emotional development of the students;

b. Improve the fluency & confidence of communicating in English;

c. Improve financial literacy & apply tools for decision making;

d. Improve the Information &

Communication skills (ICT).

Mobile Medical Unit: The Company continued its support for the mobile medical unit during the current year in the remote villages near Silvassa, DNH. This CSR project provides much needed free medical support to the population residing in the villages near Silvassa. The programme is administered through “Rogi Kalyan Samiti” constituted under the direct supervision of Medical Officer Silvassa & Vinobha Bhave Hospital, Silvassa. The state-of-the art medical facilities are available to the villagers free of cost, in the mobile van which includes a diagnostic facility, laboratory tests and medicine dispensing. The Company also run a similar mobile medical van around Chennai which provide medical support to the rural population.

“Kushal” Mechanic Programme: The Company has continued its support to vocational training known as “Kushal Mechanic Program” for two-wheeler mechanics who are lacking in formal education and training. The programme scope has now been enlarged to cover the HCV, Electric vehicles & Truck/ Bus & Tractor modules. The Company has conducted 24 batches for various topic related to two -wheeler workshop, 5 batches for HCV mechanics and 1 batch on Electric Vehicles during the financial year 2023-24. Cumulatively, this program by the company has trained around 1,668 mechanics so far. The programme is hybrid session of theory & demonstration at the Technical Training Centres.

CSR Spend

During the financial year under review, the Company has spent H 587.25 lakhs towards CSR activities as stipulated under Schedule VII of the Act. There is no unspent CSR expenditure as on March 31,2024.

Committee

In terms of the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended), the Board of

Directors of your Company has a Corporate Social Responsibility (“CSR”) & Sustainability Committee.

The details of the composition of the Committee and meetings held during the year are mentioned in the Corporate Governance Report as well as in the Annual Report on CSR.

CSR Policy

The Board has, pursuant to the recommendation of the CSR & Sustainability Committee, adopted a CSR Policy. The CSR policy can be accessed through the weblink: https://assets.gulfoilltd.com/gulfindia/files/2023-01/ CSR%20Policy.pdf

The scope of the CSR Policy is as under:

i. Planning Projects or programmes which the Company intends to undertake, falling within the purview of Schedule VII of the Act;

ii. Monitoring process of such projects or programmes.

Further, in terms of the amended CSR Rules, the Chief Financial Officer has certified that the funds disbursed for CSR have been used, for the purpose and in the manner approved by the Board for the financial year 2023-24.

Annual Report on CSR

The Company’s CSR Policy statement and annual report on the CSR activities undertaken during the financial year ended March 31,2024, in accordance with Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014 (“CSR Rules”) are set out in Annexure-III to this Report.

13. MEETINGS OF THE BOARD AND COMMITTEES OF THE BOARD

During the financial year under review, six (6) Board Meetings were convened and held, the details of which are given in the Report on Corporate Governance, which forms part of this Report. The intervening gap between the meetings was within the period prescribed under the Act and the SEBI Listing Regulations. The Committees of the Board usually meets on the day before or on the day of the formal Board meeting, or whenever the need arises for transacting business, as per the charter of the respective Committees.

14. COMMITTEES OF THE BOARD

The Company has five Board Committees as of March 31,2024:

1) Audit Committee

2) Nomination and Remuneration Committee

3) Stakeholders’ Relationship Committee

4) Risk Management Committee

5) Corporate Social Responsibility &

Sustainability Committee*

Details of all the Committees along with their main terms, composition and meetings held during the financial year under review are provided in the Report on Corporate Governance, forming part of this Report.

*the Corporate Social Responsibility Committee was re-named as Corporate Social Responsibility & Sustainability Committee.

15. DIRECTORS & KEY MANAGERIAL PERSONNEL

As of March 31,2024, the Board of your company consists of six (6) Directors comprising of a Managing Director (Executive Director), two (2) Non-Executive Non-Independent Directors, and three (3) (i.e. 50%) Non-Executive Independent Directors.

During the year under review, none of the managerial personnel i.e. the Managing Director of the Company received any remuneration or commission from the subsidiary company.

The Board of the Company at its meeting held on August 6, 2024, on recommendations of the NRC, inter-alia, approved the following re-appointment(s) on the Board of Directors of the Company, subject to the approval of Shareholders of the Company and resolution(s) towards the same have been incorporated in the Notice of 16^th Annual General Meeting.

Re-appointment of Two Independent Directors for a Second Term

Mr. Arvind Uppal (DIN: 00104992)- Non-Executive Independent Director

Mr. Arvind Uppal (DIN: 00104992) was appointed as an Independent Director of the Company pursuant to Section 149 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and applicable provisions of SEBI Listing Regulations by the Members at the 12^th Annual General Meeting of the Company held on September 18, 2020 for a period of 5 (five) consecutive years commencing from February 11,2020 upto February 10, 2025 (both days inclusive) and is eligible for re-appointment for a second term on the Board of the Company.

The Nomination and Remuneration Committee (NRC) basis performance evaluation of Mr. Arvind Uppal, and taking into account the external business environment, the business knowledge, acumen, experience and the substantial contribution made by him during his tenure, has recommended to the Board that the continued association of Mr. Arvind Uppal as Independent Director would be beneficial to the Company.

Based on the above and the performance evaluation, the Board at its Meeting held on August 6, 2024, proposed the re-appointment of Mr. Arvind Uppal as an Independent Director of the Company for a second term of 5 (five) consecutive years commencing from February 11,2025 upto February 10, 2030 (both days inclusive), not liable to retire by rotation, for the approval of the Members by way of a Special Resolution.

Further, in the opinion of the Board, Mr. Arvind Uppal is a person of high integrity, expertise and experience and qualifies to be re-appointed as an Independent Director of the Company.

Mrs. Manju Agarwal (DIN: 06921105)- NonExecutive Independent Director

Mrs. Manju Agarwal (DIN: 06921105) was appointed as an Independent Director of the Company pursuant to Section 149 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and applicable provisions of SEBI Listing Regulations by the Members at the 12^th Annual General Meeting of the Company held on September 18, 2020 for a period of 5 (five) consecutive years commencing from March 19, 2020 up to March 18, 2025 (both days inclusive) and is eligible for re-appointment for a second term on the Board of the Company.

The Nomination and Remuneration Committee (NRC) basis performance evaluation of Mrs. Manju Agarwal, and taking into account the external business environment, the business knowledge, acumen, experience and the substantial contribution made by her during her tenure, has recommended to the Board that the continued association of Mrs. Manju Agarwal as Independent Director would be beneficial to the Company.

Based on the above and the performance evaluation, the Board at its Meeting held on August 6, 2024, proposed the re-appointment of Mrs. Manju Agarwal as an Independent Director of the Company for a second term of 5 (five) consecutive years commencing from March 19, 2025 up to March 18, 2030 (both days inclusive), not liable to retire by rotation, for the approval of the Members by way of a Special Resolution.

Further, in the opinion of the Board, Mrs. Manju Agarwal is a person of high integrity, expertise and experience and qualifies to be re-appointed as an Independent Director of the Company.

Director Retiring by Rotation

During the year under review, as per the provisions of the Act and the Articles of Association of the Company, Mr. Shom Ashok Hinduja (DIN: 07128441) Non-Executive Director retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers his candidature for re-appointment as a Director.

The Board of Directors at their Meeting held on May 21,2024 based on the recommendation of NRC, has proposed the re-appointment of Mr. Shom Ashok Hinduja for approval of the shareholders at the ensuing AGM of the Company.

The Board is of the opinion that Mr. Shom Ashok Hinduja possesses the requisite knowledge, skills, expertise and experience to contribute to the growth of the Company.

Mr. Shom Ashok Hinduja has consented to and is not disqualified from being re-appointed as Director in terms of Section 164 of the Act read with applicable

rules made thereunder. He is not debarred from holding the office of Director by virtue of any order issued by SEBI or any other such authority.

Profile and other information of Mr. Shom Ashok Hinduja as required under Regulation 36 of SEBI Listing Regulations and Secretarial Standard-2 are given in the Notice of the 16^th AGM of the Company.

The above proposal for re-appointment forms part of the Notice of the 16^th AGM and the relevant Resolution is recommended for approval by the Members of the Company.

The Managing Director & CEO and Independent Directors of the Company are not liable to retire by rotation.

Declaration by Independent Directors

Our definition of ‘independence’ of Directors is derived from Regulation 16(1)(b) of SEBI Regulations and Section 149(6) of the Companies Act, 2013. In the opinion of the Board, the Independent Directors fulfill the criteria for independence specified under Section 149(6) of the Companies Act, 2013, the Rules made thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations, they are independent of the management, and are persons of high integrity, expertise and experience.

The Company has received the following declarations from all the Independent Directors confirming that:

1. In terms of Regulation 25(8) of the SEBI Listing Regulations, they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective, independent judgement and without any external influence; and

2. They have registered themselves with the Independent Director’s Database maintained by the Indian Institute of Corporate Affairs (‘IICA’) and have passed the proficiency test, if applicable to them.

None of the Directors of the Company are disqualified from being appointed as Directors as specified under Section 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and also a statement on compliance of Code of Conduct for directors and senior management personnel, formulated by the company.

Key Managerial Personnel

Mr. Ravi Shamlal Chawla, Managing Director & CEO,

Mr. Manish Kumar Gangwal, Chief Financial Officer and Ms. Shweta Gupta, Company Secretary & Compliance Officer are the Key Managerial Personnel of the Company.

During the year under review, there were no changes in the Key Managerial Personnel of the Company according to the provisions of Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

16. CRITERIA FOR DETERMINING

QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR

In terms of the provisions of Section 178(3) of Act and Regulation 19 of the SEBI Listing Regulations, the NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key features of which are as follows:

• Qualifications - The Board nomination process encourages diversity of thought, experience, knowledge, age and gender. It also ensures that the Board has an appropriate blend of functional and industry expertise.

• Positive Attributes - Apart from the duties of Directors as prescribed in the Act, the Directors are expected to demonstrate high standards

of ethical behavior, communication skills and independent judgment. The Directors are also

expected to abide by the respective Code of Conduct as applicable to them.

• Independence - A Director will be considered independent if he/she meets the criteria laid down in Section 149(6) of the Act, the Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations.

17. ANNUAL PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS

According to the provisions of the Act and SEBI Listing Regulations, annual performance evaluation of the Board, the Directors individually as well as the evaluation of the working of its Committees was carried out. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

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

The particulars relating to energy conservation, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are provided in Annexure-IV and form part of this report.

19. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Company is committed to pursuing its business objectives ethically, transparently and with accountability to all its stakeholders. It believes in demonstrating responsible behaviour while adding value to the society and the community, as well as ensuring environmental well-being from a longterm perspective.

SEBI vide its Notification dated May 5, 2021 had amended Regulation 34 of the Listing Regulations, wherein SEBI has mandated that the Business Responsibility Report (“BRR”) shall be discontinued after the Financial Year 2021-22 and thereafter, with effect from the Financial Year 2022-23, the Top 1,000 listed entities based on market capitalization shall submit a Business Responsibility and Sustainability Report (“BRSR”) in the format as specified by SEBI from time to time.

As per Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report (“BRSR”) of the Company, highlighting the initiatives taken by the Company in the areas of social, environment, governance and economic responsibilities of business for the financial year 202324, in the prescribed format is provided as Annexure-V and forms part of this Annual Report.

The BRSR is intended towards having quantitative and standardized disclosures on ESG parameters to enable comparability across companies, sectors and time. Such disclosures will be helpful for investors to make better investment decisions. The BRSR shall also enable companies to engage more meaningfully with their stakeholders, by encouraging them to look beyond financials and towards social and environmental impacts.

20. ANNUAL RETURN

Pursuant to Section 92(3) read with section 134(3) (a) of the Act, a copy of the Annual Return of the Company for the financial year under review prepared under Section 92(1) of the Act read with Rule 11 of Companies (Management and Administration) Rules, 2014 in prescribed Form No. MGT-7 is placed on the website of the Company and can be accessed at the weblink: https://india.gulfoilltd.com/investors/annual-return .

The final Annual Return shall be uploaded in the same weblink after the said Return is filed with the Registrar of Companies, Mumbai.

21. CORPORATE GOVERNANCE

Your Company is committed to maintaining the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the SEBI. The report on Corporate Governance as stipulated under the SEBI Listing Regulations forms part of this Report.

Your Company has duly complied with the Corporate Governance requirements as set out under Chapter IV of the SEBI Listing Regulations and M/s. JMJA & Associates LLP, Practicing Company Secretaries, vide their certificate dated May 3, 2024, have confirmed that the Company is and has been compliant with the conditions stipulated in Chapter IV of the SEBI Listing Regulations. The said certificate forms part of the Annexures to the Report of Corporate Governance.

22. AUDIT COMMITTEE

The details including the composition of the Audit Committee and terms of reference of the Committee are included in the Corporate Governance Report, which is a part of this report.

During the year under review, all recommendations made by the Audit Committee were approved by the Board.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT

Details of loans, guarantees and investments outstanding as on March 31,2024 under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, are set out in Notes 4, 5, 12 & 49 to the Financial Statements of the Company.

24. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN MARCH 31,2024 AND THE DATE OF THIS REPORT

There were no material changes or commitments affecting the financial position of the Company between the end of the financial year under review and the date of this Report.

25. BUSINESS RISK MANAGEMENT

Risk management is integral to the Company’s strategy and for the achievement of the long-term goals. Our success as an organisation depends on our ability to identify and leverage the opportunities while managing the risks.

The Company has a well-defined risk management framework in place which inter-alia includes identification of elements of risk, if any, which in the opinion of the Management, the Risk Management Committee and the Board may impact the performance outcome of the Company and their possible mitigation plans.

The Risk Management Committee of the Company has been entrusted by the Board with the responsibility of reviewing the risk management process in the Company and ensuring that the risks are identified, measured and the appropriate mitigation plans are in place.

The Company has adopted a Risk Management Policy aimed to ensure resilience for sustainable growth and sound corporate governance by having a process of risk identification and management in compliance with the provisions of the Companies Act, 2013, and the Listing Regulations.

The Risk Management Committee in line with the Risk Management Policy has implemented an integrated risk management approach and monitors the risk management process and assesses significant risks on regular basis to ensure that a robust system of risk controls and mitigation is in place. Chief Risk Officers periodically reviews this risk management framework to keep updated and addresses emerging challenges.

The Company recognises that all emerging and identified risks need to be managed and mitigated to -

• Protect its shareholder’s and other stakeholder’s interests;

• Achieve its business objectives; and

• Enable sustainable growth.

The business risks and their mitigation have been dealt with in the Management Discussion and Analysis Section of this Annual Report.

26. INTERNAL FINANCIAL CONTROLS

The Company has well defined and adequate internal control system, commensurate with size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively to ensure orderly and efficient conduct of business operations. During the financial year, Internal Financial Controls (IFC) testing process was done to review the adequacy and strength of IFC followed by the Company. As per the assessment, no major concerns and no reportable material weaknesses in the design or operation were observed. The Board has also put in place a requisite legal compliance framework to ensure compliance with all the applicable laws and that such systems are adequate and operating effectively.

Further there were no letters of internal control weaknesses issued by the Internal Auditor or the Statutory Auditors during the financial year under review. The Company’s Financial Statements are prepared on the basis of the Significant Accounting Policies that are carefully selected by Management and approved by the Audit Committee and the Board.

These Accounting Policies are reviewed and updated from time to time. The details of the internal control system and adequacy are mentioned in the Management Discussion and Analysis section, forming an integral part of the Annual Report.

Compliance monitoring framework

The Company has a comprehensive framework for monitoring compliances with applicable laws and internal policies. Compliance reviews take place at multiple levels, as follows:

• First line of defence: Business and corporate functions ensure implementation of laws at the primary level through checks and controls in their operational processes.

• Compliance Reporting tool: Compliances are further mapped into the Compliance Reporting tool and affirmed at regular frequencies by compliance owners, to generate Compliance

Reports, which are submitted to the Board on a quarterly basis.

• The compliance monitoring framework is

periodically subject to audits by internal auditors as per the internal audit plan.

27. TRANSACTIONS WITH RELATED PARTIES

All related party transactions (RPTs) that were entered during the financial year under review were on an arm’s length basis and in the ordinary course of business.

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a Policy on dealing with RPTs. The Policy is uploaded on the Company’s website and the same can be accessed at the weblink: https://assets.gulfoilltd.com/ gulfindia/files/2023-01/Policy%20on%20Materiality%20 and%20Dealings%20with%20Related%20Party%20 Transactions%28RPTs%29%20%281%29.pdf

The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. This policy specifically deals with the review and approval of RPTs, keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. All RPTs are placed before the Audit Committee for review and prior approval. Prior omnibus approval is obtained for RPTs that are of repetitive nature and / or entered in the ordinary course of business and are at arm’s length.

A statement on RPTs specifying the details of the transactions entered, under each omnibus approval granted, is placed for review at the meeting of the Audit Committee held in the succeeding quarter although no such transactions attracted the provisions of Section 188 of the Act. As such, there are no particulars to be disclosed in the prescribed Form AOC-2.

All transactions with related parties are as per the policy on RPTS formulated by the Company. Further, in terms

of the provisions of Section 188(1) of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of the SEBI Listing Regulations, all contracts/ arrangements/ transactions entered into by the Company with its related parties, during the year under review, were

• in “ordinary course of business” of the Company,

• on “an arm’s length basis” and

• not “material”

The Company has developed a framework for identification and monitoring of such RPTs. The details of transactions / contracts / arrangements entered into by the Company with Related Parties during the financial year under review are set out in the Note 46 to the Financial Statements.

28. DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with Section 134(5) of the Companies Act, 2013 (including any statutory modification(s) and/ or re-enactment(s) thereof for the time being in force), the Directors of the Company state that:

a) in the preparation of the annual accounts for the year ended March 31,2024, the applicable accounting standards have been followed and there are no material departures from the same;

b) they have selected such accounting policies, applied them consistently, 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 of March 31, 2024 and of the profit of the Company for year ended on that date;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 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; and

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

Compliance with Secretarial Standards

Your directors confirm that during the financial year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (“ICSI”).

29. AUDITORS & AUDIT REPORT

Statutory Auditor

M/s Price Waterhouse LLP (“PWC”), Chartered Accountants (FRN: 301112E/E300264) have issued the Auditors’ Report “with an unmodified opinion” on the financial statements (both standalone and consolidated) of the Company for the financial year 2023-24, and the same is disclosed in the financial statements forming part of this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Statutory Auditor in their Report for the financial year under review.

The notes to the financial statements are selfexplanatory and do not call for any further comments.

Further PWC was appointed as statutory auditors at the 6^th AGM of the Company held on June 4, 2014 to hold office until the 11^th AGM of the Company and they were thereafter re-appointed as statutory auditors of the Company at the 11^th AGM held on September 17, 2019, for a second term of 5 years to hold office until the conclusion of the ensuing 16^th AGM of the Company.

Pursuant to the completion of the second tenure of PWC as the Statutory Auditor of the Company at the ensuing 16^th AGM, the Board of Directors of the Company based on the recommendation of the Audit Committee at its meeting held on May 21,2024, has proposed the appointment of M/s S R B C & CO.

LLP (“SRBC”), Chartered Accountants (ICAI Firm Registration No. 324982E/ E300003) as the Statutory Auditors of the Company, in place of retiring Auditors PWC, to hold office for a term of five consecutive years i.e. from the conclusion of the ensuing 16^th AGM till the conclusion of the 21^st AGM to be held in the year 2029.

SRBC has consented to act as Statutory Auditors and have confirmed that their appointment, if made, would be within the limits specified under Section 141(3)(g) of the Act. SRBC has also confirmed, that they are not disqualified to be appointed as Statutory Auditors in terms of the provisions of Sections 139(1), 141(2) and 141(3) of the Act and the Rules. Further, SRBC confirmed that they hold a valid peer review certificate issued by the Institute of Chartered Accountants of India.

The Shareholders’ attention is drawn to a Resolution proposing the appointment of M/s S R B C & Co. LLP as Statutory Auditors of the Company which is included at Item No. 5 of the Notice convening the 16^th AGM.

Secretarial Auditor

Pursuant to section 204 of the Act and Rules made thereunder, the Company had re-appointed M/s.

BS & CO LLP (Firm Registration No AAE-0638) to carry out Secretarial Audit of the Company for the financial year 2023-24.

The Secretarial Audit Report in Form No. MR-3 given by the Secretarial Auditor of the Company is annexed as Annexure-VI to this Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditor in his Report for the financial year under review.

Annual Secretarial Compliance Report

The Company has obtained an Annual Secretarial Compliance Report for the financial year ended March

31,2024 from M/s. BS & CO LLP, Practicing Company Secretaries in compliance with Regulation 24A of the SEBI Listing Regulations and the SEBI circular CIR/ CFD/CMD1/27/2019 dated February 8, 2019. The said Report is submitted to the Stock Exchanges within the prescribed statutory timelines and uploaded on the website of the Company at the weblink: https://india. gulfoilltd.com/investors/investor-information/secretarial-compliance-report

Reporting of frauds by Auditors

During the year under review, the Statutory Auditor or Secretarial Auditor of the Company has not reported any frauds to the Audit Committee or the Board of Directors under Section 143(12) of the Act, including rules made thereunder.

Cost Records & Cost Auditor

As per the requirements under Section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company is required to maintain the cost records and accordingly such accounts and records are made and maintained by the Company.

In terms of the provisions of Section 148(2) of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Board, on the recommendation of Audit Committee, has re-appointed M/s Dhananjay V. Joshi & Associates, Cost Accountants (Firm Registration No.000030), as Cost Auditors of the Company to audit the cost records of the Company for the financial year 2024-25 for a remuneration of H4,00,000/- (Rupees Four Lakhs only) plus applicable taxes and reimbursement of out-of-pocket expenses.

The remuneration payable to the Cost Auditor is subject to ratification by the Members at the Annual General Meeting. Accordingly, the necessary Resolution for ratification of the remuneration payable to M/s Dhananjay V. Joshi & Associates, Cost Accountants, to conduct the audit of cost records of the Company for the Financial Year 2024-25 has been included in the Notice of the forthcoming 16^th AGM of the Company. The Directors recommend the same for approval by the Members.

30. INTERNAL AUDIT

Your Company has in place an adequate internal audit framework to monitor the efficacy of the internal controls to provide to the Audit Committee with an independent, objective and reasonable assurance on the adequacy and effectiveness of the Company’s processes and internal controls. The Internal Auditor of your company reports directly to the Audit Committee. The Internal Audit function develops an extensive audit plan for the Company, which covers, inter-alia, corporate, core business operations, factories, regional offices, warehouses as well as support functions.

The internal audit approach verifies compliance with the operational and system-related procedures and controls. The Audit Committee reviews the annual internal audit plan. Significant audit observations are presented to the Audit Committee, together with the status of the management actions and the progress of the implementation of the recommendations.

31. REMUNERATION OF DIRECTORS AND EMPLOYEES

Disclosures about 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, are given in Annexure-VII to the Board’s Report.

Further, a statement containing names of the top ten employees in terms of remuneration drawn as required under section 197(12) of the Act read with rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of the Annual Report. However, in line with the provisions of the first proviso to section 136(1) of the Act, the reports and accounts, as set out therein, are being sent to all shareholders of the Company, excluding the aforesaid information and the same is open for inspection at the registered office of the Company during working hours up to the date of the ensuing Annual General Meeting. Any Member desirous of obtaining a copy of the said annexure may write to the Company Secretary at [e-mail] .

32. CEO AND CFO CERTIFICATION

As required under Regulation 17(8) read with Schedule II of the SEBI Listing Regulations, the CEO and CFO certificate was placed before the Board of Directors of the Company at its meeting held on May 21,2024 and is attached with the annual report as Annexure-VIII.

33. OTHER DISCLOSURES

In terms of the applicable provisions of the Act and SEBI Listing Regulations, your Company additionally discloses that during the financial year under review:

• your Company has not accepted any fixed deposits from the public falling under Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014. Thus, as of March 31, 2024, there were no deposits that were unpaid or unclaimed and due for repayment, hence, there has been no default in repayment of deposits or payment of interest thereon;

• your Company has not issued any shares with differential voting rights;

• your Company has not issued any sweat equity shares;

• no significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status operations of your Company in the future.

• your Company has not raised any funds through preferential allotment or qualified institutional placement as per Regulation 32(7A) of SEBI Listing Regulations.

• no application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year along with their status as at the end of the financial year is

not applicable.

• the requirement to disclose the details of the difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Bank or Financial Institutions along with the reasons thereof, is

not applicable.

It is further disclosed that:

• There is no plan to revise the financial statements or directors’ reports in respect of any previous financial year.

34. ACKNOWLEDGEMENT

The Directors take this opportunity to express their appreciation for the support and co-operation extended by the members, customers, banks and other business associates. The Directors also acknowledge the on-going co-operation and support provided by the Government, Regulatory and Statutory bodies.

The Directors place on record their deep appreciation for the exemplary contributions made by the employees of the Company at all levels. Their dedicated efforts and enthusiasm have been pivotal to the Company’s growth and deliver one of the best years in the history of the Company.

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Mar 31, 2023

The Board of Directors of Gulf Oil Lubricants India Limited (“the Company” or “your Company”) is pleased to present the 15^th Annual Report on the business and operations of the Company along with the Audited Financial Statements of the Company for the financial year ended March 31, 2023 (“financial year under review” or “financial year” or “FY 2022-23”).

1. FINANCIAL SUMMARY AND OPERATIONAL HIGHLIGHTS

(Rs. in Lakhs)
	Standalone		Consolidated
Particulars	For the year ended March 31,2023	For the year ended March 31,2022	For the year ended March 31,2023	For the year ended March 31,2022
Revenue from Operations	2,99,910.02	2,19,163.88	2,99,910.02	2,19,163.88
Profit before finance cost, depreciation & tax	38,995.72	32,967.55	38,995.72	32,967.55
Less: Finance Costs	3,764.03	961.86	3,764.03	961.86
Profit before depreciation and tax	35,231.69	32,005.70	35,231.69	32,005.69
Less: Depreciation/Amortisation	3,961.29	3,571.93	3,961.29	3,571.93
Profit before share of net profit/(loss) in associate accounted using equity method	31,270.40	28,433.77	31,270.40	28,433.77
Share of net profit/(loss) of associate accounted using equity method	-	-	0.40	(1.96)
Profit Before Taxation	31,270.40	28,433.77	31,270.80	28,431.81
Taxation
Current Tax	8,196.91	7,455.20	8,196.91	7,455.20
Deferred Tax	(156.50)	(129.03)	(156.50)	(129.03)
Profit After Taxation	23,229.99	21,107.60	23,230.39	21,105.64
Balance brought forward from previous year	76,117.37	60,515.32	76,115.41	60,515.32
Appropriations
Final Dividend paid on Equity Shares	(2,450.85)	(4,538.46)	(2,450.85)	(4,538.46)
Transfer to securities premium reserve from share options outstanding account	22.88	-	22.88	-
Other Comprehensive Income (OCI)	(98.13)	32.91	(97.49)	32.91
Transfer to General Reserve	(1,000.00)	(1,000.00)	(1,000.00)	(1,000.00)
Buy Back of equity shares	(28.33)	-	(28.33)	-
Balance Carried to Balance Sheet	95,792.93	76,117.37	95,792.01	76,115.41

2. OPERATIONAL PERFORMANCE / STATE OF AFFAIRS

Financial Performance

The Company has continued to achieve an all round growth in terms of Volume, Revenues, Profit Before Tax (PBT) and Profit After Tax (PAT) over the previous years and has demonstrated strong resilience during yet another challenging year. The performance has been achieved by the Company in spite of the environment of global uncertainty, volatile economic conditions and high cost pressures. Your Company recorded a market leading 15% volume growth during the financial year, which is more than 3x the industry.

Net revenues for the year 2022-23 was up 36.8% at H2,99,910.02 lakhs (H2,19,163.88 lakhs in the previous year), PBT for the FY 2022-23 was up 10.0% H31,270.40 lakhs (H28,433.77 lakhs in the previous year). PAT for the FY 2022-23 was up 10.1% H23,229.99 lakhs (Previous year H21,107.60 lakhs) resulting in an Earnings Per Share (Basic) of H47.30 (Previous year H41.89), up 12.9%.

With its consistent strategies and razor-sharp execution, the Company is today one of the leading player in the Lubricant industry. It is expanding its play in existing categories and venturing into new spaces. It evaluates both organic and inorganic routes to capitalise on industry trends and tap into new consumers or markets. This includes piloting launches

into new categories by leveraging a differentiated offering and a ‘right-to-win’ strategy and realigning capital allocations to markets or businesses that are emerging.

During the year, the Company also launched a complete range of Electric Vehicle (EV) fluids suitable for both Pure and Hybrid EVs.

Management Discussion and Analysis

The Management Discussion and Analysis for the financial year under review, as stipulated under Regulation 34(2)(e) read with Part B of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), is presented in a separate section and forms part of this Annual Report. It provides mandatory disclosures required under the SEBI Listing Regulations comprising of inter-alia details about the overall industry structure, economic scenarios, operational and financial performance of the Company, business strategy, internal controls and their adequacy, risk and concerns and other material developments during the financial year.

3. DIVIDEND FOR FY 2022-23

The Board of Directors are pleased to recommend dividend of H25/- (Gross) per equity share of the face value of H2/- per share (being 1250% on face value of H2/- ) for the FY 2022-23, involving a cash flow of H12,254.27 lacs payable to those Members whose names appear in the Register of Members and list of beneficial owners at the close of business hours on Friday, August 25, 2023 after deduction of tax at source.

The dividend on Equity Shares is subject to the approval of the Shareholders at the 15^th Annual General Meeting (“AGM”) scheduled to be held on Friday, September 1, 2023. The dividend once approved by the Shareholders will be paid on or after September 6, 2023.

The Dividend payout is as per the Dividend Distribution Policy of the Company.

Taxation on Dividend

Dividends paid or distributed by a Company after April 1, 2020 are taxable in the hands of the Shareholders. Accordingly, the Company is required to deduct tax at source (“TDS”) at rates (plus surcharge and cess) as applicable, at the time of

making the payment of the dividend, if approved and declared at the ensuing AGM.

Transfer to Reserves

During the year, Board has approved appropriation of H1,000 lakhs to General Reserves. (Previous year H1,000 lakhs).

Dividend Distribution Policy

The Company has adopted a Dividend Distribution Policy in compliance with Regulation 43A of the SEBI Listing Regulations. The Dividend Distribution Policy is also placed on the Company’s website and can be accessed at the weblink: https://www.gulfoilindia.com/ investors/investor-information/policies/

During the financial year under review, there were no amendments in the Dividend Distribution Policy of the Company.

4. CHANGES IN SHARE CAPITAL

Particulars	No. of shares	Amount in Rupees
Issued, subscribed and Paid-up Capital as on April 1,2022	5,04,27,273	10,08,54,546
Add: Number of shares allotted during the year FY 2022-23 on account of ESOP Allotment	6,480	12,960
Less: Shares bought back via “Tender Offer” Route during the year FY 2022-23	14,16,667	28,33,334
Issued, subscribed and Paid-up Capital as on March 31, 2023	4,90,17,086	9,80,34,172

5. BUYBACK OF EQUITY SHARES

During the FY 2023, your Company completed its maiden and successful buyback via tender offer, maintaining the tradition of returning excess capital to investors, whilst ensuring sufficient capital to fund strategic growth objectives.

During the financial year under review, the Company bought back 14,16,667 fully paid-up equity shares of face value of H2/- each, constituting up to 2.8% of the issued, subscribed and paid-up equity share capital of the Company as on March 31, 2021. The fully paid-up equity shares were bought back from the equity

Shareholder(s)/ beneficial owner(s) of the shares of the Company as on February 21, 2022 (record date), by way of a tender offer for cash at a price of H600/-(Rupees Six Hundred only) per Equity Share for an aggregate amount up to H85,00,00,200/- excluding transaction cost(s), pursuant to the approval of Board of Directors of the Company accorded at their Meeting on February 9, 2022.

The Buyback Size was 9.8% of the aggregate paid-up equity share capital and free reserves (including securities premium account) and was within the statutory limits of 10% of the total paid-up equity share capital and free reserves (including securities premium account) as per the last audited financial statements of the Company for financial year ended March 31, 2021.

The Equity Shares accepted under the Buyback were transferred to the Company’s demat account and the unaccepted dematerialised Equity Shares were returned to respective Seller Members / custodians by the Indian Clearing Corporation Limited / BSE. There were six physical shares tendered in the Buyback. Settlement of buyback bids were completed on April 20, 2022. The shares accepted under the buyback were extinguished on April 25, 2022. Post buyback paid-up equity share capital of the Company stood at H9,80,21,212/- consisting of 4,90,10,606 equity shares of the face value of H2/- each.

6. VIGIL MECHANISM & WHISTLE BLOWER POLICY

The Vigil Mechanism as envisaged in the Companies Act, 2013 (“the Act”), the Rules framed thereunder and the SEBI Listing Regulations, is implemented through the Company’s Whistle Blower & Vigil Mechanism Policy. The Company’s vigil mechanism provides for adequate safeguards against victimisation of the Employees and Directors of the Company to report genuine concerns regarding unethical behaviour, actual or suspected fraud or violation of the Company’s Codes and Policies, instances of leak/suspected leak of unpublished price sensitive information, accounting or auditing irregularities or misrepresentations, fraud, theft, bribery and other corrupt business practices, etc.

All protected disclosures concerning financial, or accounting matters should be addressed, in writing, to the Chairperson of the Audit Committee of the Company for investigation. In respect of all other protected disclosures, those concerning the Ombudsman (as appointed under the Whistle Blower

& Vigil Mechanism Policy of the Company) and employees at the levels of Senior Vice Presidents and above should be addressed to the Chairperson of the Audit Committee of the Company and those concerning other employees should be addressed to the Ombudsman of the Company. The Ombudsman may refer the matter to the Chairperson of the Audit Committee depending upon the importance of the matter.

During the financial year under review, no personnel was denied access to the Chairperson of the Audit Committee of the Board. An update on whistle blower complaints is provided to the Audit Committee of the Company on a quarterly basis. No whistle blower complaints were received during the financial year under review.

The Whistle Blower & Vigil Mechanism Policy of the Company is available on the website of the Company and can be accessed at the web link: https://www. gulfoilindia.com/investors/investor-information/ policies/.

7. RESEARCH & DEVELOPMENT

The Company has been at the forefront in launching longer drain products in the Indian lubricant market and such longer drain products in addition to providing more value to the customers also help in reducing carbon footprint and protection of environment by prolonging the usage of lubricating oils.

The R&D Centre of the Company is working hard on technology solutions addressing market needs for futuristic lubricants and assisting Original Equipment Manufacturer (“OEM”) businesses. Cost effective product range across the segment are need of the hour given overall market scenario. Keeping this in mind your Company ensured that the product range introduced comes with strong performance claims and review is cost competitive, meeting the required specification for respective segments.

The Company is now geared towards the next level which demands for fuel economy lubricant and also working to adopt the evolution of e-mobility. The Company is ready with EV fluids such as transmission lubricants, coolants, greases and brake fluids with possible product differentiation attributes for the future EV models.

The Company continues to introduce the lubricants with latest specifications for commercial vehicles, passenger cars, motorcycles and scooters year after

year. It adopts its new global products by testing & validating the formulations suiting to local operating conditions based on locally available raw materials. The top tier products aimed at fuel economy benefit, ensures improved fuel economy vs. industry standards while protecting the durability of engines/ equipment to reduce the carbon footprint.

We are working closely with various B2B customers and OEMs in Automotive and Industrial segment.

We have established various customised products for varied applications. This includes Engine oil, Transmission oil, Greases, Hydraulic oils, Industrial lubricants, Metal working fluids etc.

8. SUBSIDIARIES/JOINT VENTURE/ ASSOCIATES

Subsidiary Company

The Company has no subsidiary companies within the meaning of Section 2(87) of the Act.

Associate Company

The Company has one associate Company viz. Techperspect Software Private Limited, in which the Company holds 26% stake on a fully diluted basis as on March 31, 2023.

PERFORMANCE AND FINANCIAL POSITION OF THE ASSOCIATE COMPANY INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS

There has been no material change in the nature of business of Associate Company, during the year under review.

Pursuant to Section 136 of the Act, the Financial Statements including Consolidated Financial Statements, along with relevant documents are available on the Company’s website www.gulfoilindia. com. The same are also open for inspection at the Registered Office of the Company on all working days (Monday to Friday) between 11.00 a.m. to 6.00 p.m. up to the date of AGM as well as at the venue of AGM during AGM.

A statement containing salient features of performance and financial position of associate Company included in the financial statements is attached as Annexure-I to this report in Form AOC-1.

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 consolidated financial statements, has been placed on

the website, https://www.gulfoilindia.com/investors/ financials/annual-reports/.

9. HUMAN RESOURCE DEVELOPMENT

Our culture and people are key enablers to continue creating value for our stakeholders. The objective of Human Resource Development is to meet dynamic business requirements towards building a high performing and caring organisation. The Company drives it’s all human capital interventions based on the Group guiding principles & Brand values.

The key pillars of the Human Resources Development Programme are as follows:-

Employee Wellness & Safety

The integrated wellness programme for your Company aims at the overall well-being of the employees for last many years. The objective of the programme is to support employees on the various aspects of well-being and create awareness about it. The programme consists of physical well-being, emotional well-being, financial well-being and employee safety.

We provide a safe work environment and promote healthy lifestyles and behaviour. We have implemented safety excellence by identifying the near misses, eliminating serious injury, impact, or fatality events across all our facilities. There are regular awareness programmes conducted about well-being & safety.

We continually strive to provide a range of options for better financial and social security, including efficient tax-management options through flexi compensation structure, Medical and personal Accident insurance, Group Term Insurance Programme. There are periodic webinars on importance of insurance and investment awareness topics.

Digital Map of Employee experience

We have integrated digitisation in our systems to improve employee experience and efficiency. We have developed an in-house portal called Employee Self Service (ESS) that allows our employees to manage employee onboarding. The GOLD Academy assists in Learning & Development initiatives, Hi Net is a social networking platform used for better employee connect and communication. ASPIRE portal helps in smooth operations of performance management system for the organisation. RMS portal helps in streamlining the recruitment of best talents. There are other digital initiatives such as Smart Service

Desk, Digitised Talent Management Process, etc., progressing as planned.

Skill Upgradation

The skill upgradation of the employees is one of the key pillars of Human Resource Development. We have extensive online learning programmes (GOLD Academy) not only to enable our people to upskill and reskill for their roles but also to help them prepare for the future. We continue to build organisational capabilities with clear focus on functional learning priorities to make our people future-fit and purpose-led. We have been building the skills through Web based Trainings (WBT), self-paced modules, virtual learning journeys, social learning in addition to Live on Class Room (LOC) & Class Room Training (CRT) programmes. On the Job Training (OJT) is adopted for the plant environment to upgrade the skills. In addition, Gulf India teams are also participating in Gulf International’s initiatives, webinars and skill upgradation Programmes like Rising Star Programme (RSP), etc.

Business Transformation

We continue focusing on the high growth fast-paced culture & making the organisation more customer centric. The new ways of working & redefined business processes are co-created & implemented keeping in mind employee context and flexibility. The new businesses and step-up changes in the existing business processes drive the transformation agenda across the organisation. Digital transformation is also an important focus area for us.

Talent Acquisition

We have made concentrated efforts in bringing the talent on board & retaining it. The Campus engagement programme helps to strengthen & build the brand as well to attract the best talent for the organisation. The culture of openness, experimenting & performance has provided an edge to attract & retain the right talent within the organisation. The total employee strength has gone up to 592 during the financial year.

Talent Management

We are in the process of institutionalising a structured, well documented Leadership Competency Framework in view of the future long term business needs, functional capabilities which defines key competencies and forms the bedrock for various talent processes.

Succession Planning in the organisation is a continuous process that aligns with the other talent management interventions and endeavours to mitigate critical people risks.

Contract employee engagement

We engage contract employees for supporting our operations for short-term assignments. The duration of such engagements varies depending on the nature of job. We ensured adequate measures for insurance coverage for these employees during the COVID-19 pandemic. We have also ensured complete compliance on processes like internal mandatory trainings (i.e. Information Security, Data Privacy, and Prevention of Sexual Harassment, etc.) as well as background verification. The resignation portal for contract employees has been modified to include asset declaration. Processes like reimbursement and invoicing have been digitalised to provide contract employees with a faster and more seamless experience.

Employees Stock Option Scheme

Employee Stock Options have been recognised as an effective instrument to attract and retain talent and align the interests of the employees with those of the Company’s, thereby providing an opportunity to the employees to participate in the growth of the Company and to create long-term wealth in the hands of employees. The grant of share-based benefits to employees is a mechanism to align the interests of the employees with those of the Company and to provide them with an opportunity to share in the growth of the Company.

The Company has in force Gulf Oil Lubricants India Limited- Employees Stock Option Scheme-2015 (“GOLIL-ESOP Scheme”). The scheme was approved by Shareholders vide a special resolution passed through postal ballot on May 13, 2015. During the FY 2022-23, the Stakeholders Relationship Committee, upon exercise of Options by the employees, allotted 6,480 equity shares to the eligible employees of the Company, as per the terms and conditions of GOLIL-ESOP Scheme. The total Stock Options outstanding as of March 31, 2023, are 9,08,486.

The Company has received a certificate from M/s BS & Company, Company Secretaries LLP, Practising Company Secretaries that GOLIL-ESOP Scheme has been implemented in accordance with SEBI Regulations and the resolution passed by

Members through postal ballot. The certificate will be placed at the 15^th AGM for inspection by Members.

The GOLIL-ESOP scheme is in compliance with SEBI Regulations. As per Regulation 14 of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, read with Securities and Exchange Board of India circular no. CIR/CFD/POLICY CELL/2/2015 dated June 16, 2015, the details of the ESOP are uploaded on the Company’s website https://www.gulfoilindia.com/ investors/investor-information/investor-disclosures/.

During the financial year under review, the Company has not granted any new options under the GOLIL-ESOP Scheme.

10. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company has in place a policy on Prevention of Sexual Harassment at Workplace, which is in line with requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”). The objective of this policy is to provide an effective complaint redressal mechanism if there is an occurrence of sexual harassment. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment, which also has an external subject matter expert.

During the year under review, one case was reported & settled under the said Act.

11. REMUNERATION POLICY FOR THE BOARD AND SENIOR MANAGEMENT

The Board on the recommendation of the Nomination and Remuneration Committee (“NRC”), adopted a Remuneration policy entailing Executive Remuneration Philosophy, which covers the remuneration philosophy of the Directors,

Key Managerial Personnel (“KMP”) and Senior Management of the Company.

The salient features of the policy are provided in the “Report on Corporate Governance” Annexure-II to this Report. During the financial year under review, there has been no change to the Policy. The Remuneration policy has been uploaded on the website of the Company and can be accessed at the weblink: https://www.gulfoilindia.com/investors/ investor-information/policies/.

12. CORPORATE SOCIAL RESPONSIBILITY (“CSR”) AND RELATED MATTERS

The Company believes in creating social value & has been involved with various social initiatives in the fields of ecology & environment, skill development & education, healthcare, road safety initiatives etc. The CSR policy of the Company sets out our commitment, our objectives & overall approach towards CSR activities.

The Company is instilled with and guided by the values of our Group Founder, Shri. Parmanand Deepchand Hinduja’s belief that, “My dharma (duty) is to work so that I can give”.

Our approach to social responsibility rests on three important pillars:

1. Strategic Projects : The key domains under CSR are identified based on the large scale multiplier effect of social change and sustainable development. Corporate Social Responsibility is the process of helping to build a sustainable organisation along with external initiatives. Therefore, the initiatives taken provides a convergence of business goals and social purpose.

2. Systemic Change: With the specific domains identified, we choose to engage in systemic issues that require deep, meaningful and challenging work. Given the nature of the social change involved, this implies commitment over the long term, typically for multiple years.

3. Collaborative: The project execution process involves the Company, implementation partner & the community. Our emphasis is to have a collaborative approach in implementing all the initiatives under CSR.

The Company has continued its multiyear Programmes under CSR initiatives in the areas of water conservation, Skill development, Road safety, Community welfare and promoting Healthcare in and around its area of operations as detailed below.

These projects are in accordance with Schedule VII of the Act and Company’s CSR policy:-

Road to School (RTS) & Road to Livelihood (RTL) Project:

The Company has taken up the Road to School &

Road to Livelihood project in Chennai under the

guidance of the Hinduja Foundation. The Road to School project covers 24 schools under the programme. The objectives of the programme are:-

a. To implement learning enhancement & remedial and improve foundational literacy & numeracy for grades I to VIII.

b. To create awareness & provide support for community development initiatives through awareness programme on health, hygiene & sanitation.

c. To promote physical well-being through structured sports programme for grades I to VIII.

The Company has also taken up the RTL project in Chennai. The RTL project covers 27 schools under the programme. The objectives of the programme are:-

a. Provide awareness on well being, social & emotional development of the students.

b. Improve the fluency & confidence of communicating in English.

c. Improve the financial literacy & apply tools for decision making.

d. Improve the Information & Communication skills (ICT).

Integrated Rural Development Project (IRDP) :

For FY 2022-23, the Company has participated in the Integrated Rural Development Project under the guidance of the Hinduja Foundation. The project is being implemented at Jawahar (Dist.

Palghar, Maharashtra). The project is implemented with BAIF Institute. The objectives of the project include upliftment of the landless families, women empowerment and providing support for overall community development through various initiatives such as - Livelihood interventions, tree based farming, supporting the landless families through various programmes, water resource management, training to community and women empowerment initiatives.

Water Conservation/ Lake Restoration: The

Company has taken up the Lake Restoration project in Chennai. There are three projects completed so far -Thamarikulum Lake Restoration Project, Sathan kadu Lake Rejuvenation and Restoration Project & Ariyalur Tank Rejuvenation and Restoration Project with help from Chennai Municipal Corporation.

For all the projects, the project scope consists of cleaning the lake from non-degradable trash, bund fencing, lake recharge wells and developing

the percolation trench, plantation & aesthetic development. The projects are completed & handed over to the community.

Mobile Medical Unit (MMU): The Company continued its support for the mobile medical unit during the current year in the remote villages near Silvassa,

DNH. This CSR project provides much needed free medical support to the tribal population residing in the villages near Silvassa. The programme is administered through “Rogi Kalyan Samiti” constituted under the direct supervision of Medical Officer Silvassa & Vinobha Bhave Hospital, Silvassa. The state-of-the art medical facilities available to the villagers free of cost, in the mobile van which includes the diagnostic facility, laboratory test and medicine dispensing. During the Covid period, the MMU has been converted into a Mobile Covid Care Center.

Kushal Mechanic Programme: The Company has continued its support for vocational training known as “Kushal Mechanic Program” for two-wheeler mechanics who are lacking in formal education and training. The Company conducted 5 batches covering 188 two-wheeler mechanics in FY 2022-23. Cumulatively, this Programme by the Company has trained around 1,475 mechanics The Company also aims to start a similar programme covering tractors & truck mechanics in near future with all India coverage.

Suraksha Bandhan Programme: The Company has extended the medical insurance support to the truck drivers across the country.

CSR Spend

During the financial year under review, the Company has spent H558 lacs towards CSR activities as stipulated under Schedule VII of the Act. There is no unspent CSR expenditure as of March 31, 2023.

CSR Policy

The Board has, pursuant to the recommendation of the CSR Committee, adopted a CSR Policy. The CSR policy can be accessed through the weblink: https:// www.gulfoilindia.com/investors/investor-information/ policies/

The scope of the CSR Policy is as under:

i. Planning Project or programmes which the Company intends to undertake, falling within the purview of Schedule VII of the Act.

ii. Monitoring process of such project or programmes.

Further, in terms of the CSR Rules, the Chief Financial Officer has certified that the funds disbursed for CSR have been used, for the purpose and in the manner approved by the Board for the FY 2022-23.

Annual Report on CSR

The Company’s CSR Policy statement and annual report on the CSR activities undertaken during the financial year ended March 31, 2023, in accordance with Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014 (“CSR Rules”) are set out in Annexure-III to this Report.

13. MEETINGS OF THE BOARD AND COMMITTEES OF THE BOARD

During the financial year under review, five (5) Board Meetings were convened and held and the details of the same are given in the Report on Corporate Governance, which forms part of this Report. The intervening gap between the meetings was within the period prescribed under the Act and the SEBI Listing Regulations. The Committees of the Board usually meet on the day before or on the day of the formal Board meeting, or whenever the need arises for transacting business, as per the charter of the respective Committees.

14. COMMITTEES OF THE BOARD

The Company has five Board Committees as of March 31, 2023:

1) Audit Committee

2) Nomination and Remuneration Committee

3) Stakeholders’ Relationship Committee

4) Risk Management Committee

5) Corporate Social Responsibility Committee

Details of all the Committees along with their terms of reference, composition and meetings held during the financial year are provided in the Report on Corporate Governance, forming part of this Report.

15. DIRECTORS & KEY MANAGERIAL PERSONNEL

As of March 31, 2023, the Board of your Company consists of six (6) Directors comprising of a Managing Director (Executive Director), two (2) Non-Executive Non-Independent Directors, and three (3) (i.e. 50%) Non-Executive Independent Directors.

Director Retiring by Rotation

During the year under review, as per the provisions of the Act and the Articles of Association of the Company, Mr. Sanjay G. Hinduja (DIN: 00291692) Chairman & Non-Executive Director retires by rotation at the ensuing AGM of the Company and being eligible, offers his candidature for re-appointment as a Director.

The Board of Directors at their Meeting held on May 18, 2023 based on the recommendation of Nomination and Remuneration Committee, has proposed the reappointment of Mr. Sanjay G. Hinduja for approval of the Shareholders at the ensuing AGM of the Company.

The Board is of the opinion that Mr. Sanjay G. Hinduja possesses the requisite knowledge, skills, expertise and experience to contribute to the growth of the Company.

Mr. Sanjay G. Hinduja has consented to and is not disqualified from being re-appointed as Director in terms of Section 164 of the Act read with applicable rules made thereunder. He is not debarred from holding the office of Director by virtue of any order issued by SEBI or any other such authority.

Profile and other information of Mr. Sanjay G. Hinduja as required under Regulation 36 of the SEBI Listing Regulations, 2015 and Secretarial Standard-2 are given in the Notice of the 15^th AGM of the Company. The above proposal for re-appointment forms part of the Notice of the 15^th AGM and the relevant resolution is recommended for approval of the Members of the Company.

The Managing Director & Chief Executive Officer (“MD & CEO”) and Independent Directors of the Company are not liable to retire by rotation.

Board of your Company in its meeting held on May 18, 2023, re-appointed Mr. Ravi Shamlal Chawla (DIN: 02808474) as the MD & CEO for a period of further three (3) years w.e.f. June 6, 2023 upto June 5, 2026 based on the recommendation of the Nomination & Remuneration Committee, subject to approval of Members at the ensuing 15^th AGM.

Declaration by Independent Directors

Our definition of ‘independence’ of Directors is derived from Regulation 16(1)(b) of SEBI Listing Regulations and Section 149(6) of the Act. In the opinion of the Board, the Independent Directors fulfil the criteria for independence specified under Section

149(6) of the Act, the Rules made thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations, they are independent of the management, and are persons of high integrity, expertise and experience.

The Company has received the following declarations from all the Independent Directors confirming that:

1. In terms of Regulation 25(8) of the SEBI Listing Regulations, they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1 )(b) of the SEBI Listing Regulations and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective, independent judgement and without any external influence; and

2. They have registered themselves with the Independent Director’s Database maintained by the Indian Institute of Corporate Affairs (‘IICA’) and have passed the proficiency test, if applicable to them.

None of the Directors of the Company are disqualified for being appointed as Directors as specified under Section 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Key Managerial Personnel

Mr. Ravi Shamlal Chawla, MD & CEO, Mr. Manish Kumar Gangwal, Chief Financial Officer (“CFO”) and Ms. Shweta Gupta, Company Secretary are the Key Managerial Personnel of the Company.

During the year under review, there were no changes in the Key Managerial Personnel of the Company according to the provisions of Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

16. CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR

In terms of the provisions of Section 178(3) of Act and Regulation 19 of the SEBI Listing Regulations, the NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key features of which are as follows:

• Qualifications - The Board nomination process encourages diversity of thought, experience, knowledge, age and gender. It also ensures that the Board has an appropriate blend of functional and industry expertise.

• Positive Attributes - Apart from the duties of Directors as prescribed in the Act, the Directors are expected to demonstrate high standards of ethical behavior, communication skills and independent judgement. The Directors are also expected to abide by the respective Code of Conduct as applicable to them.

• Independence - A Director will be considered independent if he/she meets the criteria laid down in Section 149(6) of the Act, the Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations.

17. ANNUAL PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS

According to the provisions of the Act and SEBI Listing Regulations, annual performance evaluation of the Board, the Directors individually as well as the evaluation of the working of its Committees was carried out. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

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

The particulars relating to the energy conservation, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are provided in Annexure-IV and forms part of this report.

19. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Company is committed to pursuing its business objectives ethically, transparently and with accountability to all its stakeholders. It believes in demonstrating responsible behaviour while adding value to the society and the community, as well as ensuring environmental well-being from a longterm perspective.

SEBI vide its Notification dated December 26, 2019 and consequent amendments carried out to the SEBI Listing Regulations, has made the Business Responsibility and Sustainability Report (BRSR) applicable to the top 1,000 listed entities (by market capitalisation) for reporting on a voluntary basis for FY 2021-22 and on a mandatory basis from FY 202223. The Company is presenting its maiden BRSR to the stakeholders of the Company as part of this Annual Report and it is provided as Annexure-V of this report.

20. COPY OF ANNUAL RETURN

Pursuant to Section 92(3) read with section 134(3)

(a) of the Act, a copy of the Annual Return of the Company for the financial year under review prepared under Section 92(1) of the Act read with Rule 11 of Companies (Management and Administration) Rules, 2014 in prescribed Form No. MGT-7 is placed on the website of the Company and can be accessed at the weblink: https://www.gulfoilindia.com/investors/ investor-information/investor-disclosures/

21. CORPORATE GOVERNANCE

Your Company is committed to maintaining the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the SEBI. The Report on Corporate Governance as stipulated under the SEBI Listing Regulations forms part of this Report.

Your Company has duly complied with the Corporate Governance requirements as set out under Chapter IV of the SEBI Listing Regulations and M/s. JMJA & Associates LLP, Practicing Company Secretaries, vide their certificate dated April 5, 2023, have confirmed that the Company is and has been compliant with the conditions stipulated in Chapter IV of the SEBI Listing Regulations. The said certificate forms part as the annexures to the Report of Corporate Governance.

22. AUDIT COMMITTEE

The details including the composition of the Audit Committee and terms of reference of the Committee are included in the Corporate Governance Report, which is a part of this report.

During the financial year, all recommendations made by the Audit Committee, if any were approved by the Board.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT

Details of loans, guarantees and investments outstanding as on March 31, 2023 under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers)

Rules, 2014, are set out in Notes 4, 5, 12 & 49 to the Financial Statements of the Company.

24. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN MARCH 31, 2023 AND THE DATE OF THIS REPORT

There were no material changes or commitments affecting the financial position of the Company between the end of the financial year under review and the date of this Report. Further, there was no change in the business of the Company during the FY 2022-23.

25. BUSINESS RISK MANAGEMENT

Risk management is integral to the Company’s strategy and for the achievement of the long-term goals. Our success as an organisation depends on our ability to identify and leverage the opportunities while managing the risks.

The Company has a well-defined risk management framework in place which inter-alia includes identification of elements of risk, if any, which in the opinion of the Management, the Risk Management Committee and the Board may impact the performance outcome of the Company and their possible mitigation plans.

The Risk Management Committee of the Company has been entrusted by the Board with the responsibility of reviewing the risk management process in the Company and ensuring that the risks are identified, measured and the appropriate mitigation plans are in place.

We have created a comprehensive, robust, and continuously evolving risk-management policy, considering our industry''s dynamics, emerging trends, and best-in-class risk-mitigation measures.

The Risk Management Committee in line with the Risk Management Policy, has implemented an integrated

risk management approach, monitors the risk management process and assesses significant risks on regular basis to ensure that a robust system of risk controls and mitigation is in place. Chief Risk Officers periodically review this risk management framework to keep it updated and address the emerging challenges.

The business risks and their mitigation have been dealt with in the Management Discussion and Analysis Section of this Annual Report.

26. INTERNAL FINANCIAL CONTROLS

The Company has a well defined and adequate internal control system, commensurate with the size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively to ensure the orderly and efficient conduct of business operations. During the financial year, the Internal Financial Controls (“IFC”) testing process was done to review the adequacy and strength of the IFC followed by the Company. As per the assessment, no major concerns and no reportable material weaknesses in the design or operation were observed. The Board has also put in place a requisite legal compliance framework to ensure compliance with all the applicable laws and that such systems are adequate and operating effectively.

Further there were no letters of internal control weaknesses issued by the Internal Auditor or the Statutory Auditors during the financial year under review. The Company’s Financial Statements are prepared on the basis of the Significant Accounting Policies that are carefully selected by Management and approved by the Audit Committee and the Board.

These Accounting Policies are reviewed and updated from time to time. The details of the internal control system and its adequacy are mentioned in the Management Discussion and Analysis section, which forms an integral part of the Annual Report.

27. TRANSACTIONS WITH RELATED PARTIES

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a Policy on dealing with RPT. The RPT Policy is uploaded on the Company’s website and the same can be accessed at the weblink: https://www. gulfoilindia.com/investors/investor-information/ policies/.

The policy intends to ensure that proper reporting, approval and disclosure processes are in place for

all transactions between the Company and Related Parties. This policy specifically deals with the review and approval of RPTs, keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. All RPTs are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for RPTs that are of a repetitive nature and/or entered in the ordinary course of business and are at arm’s length.

A statement on RPTs specifying the details of the transactions entered, under each omnibus approval granted, is placed for review at the meeting of the Audit Committee held in the succeeding quarter although no such transactions attracted the provisions of Section 188 of the Act. As such, there are no particulars to be disclosed in the prescribed Form AOC-2.

All transactions with related parties are as per the policy on RPTs formulated by the Company. Further, in terms of the provisions of Section 188(1) of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of the SEBI Listing Regulations, all contracts/ arrangements/ transactions entered into by the Company with its related parties, during the year under review, were

• in “ordinary course of business” of the Company,

• on “an arm’s length basis” and

• not “material”

The details of the RPTs as per Indian Accounting Standards (IND AS) - 24 are set out in Note 46 to the Financial Statements of the Company.

28. DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with Section 134(5) of the Act (including any statutory modification(s) and/ or re-enactment(s) thereof for the time being in force), the Directors of the Company state that:

a) in the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards 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, 2023 and of the profit of the Company for year ended on that date;

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; and

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

Compliance with Secretarial Standards

Your Directors confirm that during the financial year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (“ICSI”).

29. AUDITORS & AUDIT REPORT:

Statutory Auditor:

M/s Price Waterhouse LLP, Chartered Accountants (FRN: 301112E/E300264) were re-appointed as statutory auditors of the Company at the 11^th AGM, for a term of 5 years to hold office until the conclusion of the 16^th AGM of the Company.

Further, the Auditors’ Report “with an unmodified opinion”, given by the Statutory Auditors on the financial statements (both standalone and consolidated) of the Company for the FY 2022-23, is disclosed in the financial statements forming part of this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Statutory Auditor in their Report for the financial year under review.

The notes to the financial statements are selfexplanatory and do not call for any further comments.

Secretarial Auditor

Pursuant to section 204 of the Act and Rules made thereunder, the Company had re-appointed M/s BS & Company, Company Secretaries LLP (Firm Registration No AAE-0638) to carry out Secretarial Audit of the Company for the FY 2022-23.

The Secretarial Audit Report in Form No. MR-3 given by the Secretarial Auditor of the Company is annexed as Annexure-VI to this Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditor in his Report for the financial year under review.

Annual Secretarial Compliance Report

The Company has obtained an Annual Secretarial Compliance Report for the financial year ended March 31, 2023 from M/s. JMJA & Associates LLP, Practicing Company Secretaries in compliance with Regulation 24A of the SEBI Listing Regulations and the SEBI circular CIR/ CFD/CMD1/27/2019 dated February 8, 2019. The said Report is submitted to the Stock Exchanges within the prescribed statutory timelines and uploaded on the website of the Company at the weblink: https://www.gulfoilindia.com/wp-content/ uploads/2023/05/ASCR.pdf.

Reporting of frauds by Auditors

During the year under review, the Statutory Auditor or Secretarial Auditor of the Company have not reported any frauds to the Audit Committee or the Board of Directors under Section 143(12) of the Act, including rules made thereunder.

Cost Records & Cost Auditor:

As per the requirements under Section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company is required to maintain the cost records and accordingly such accounts and records are made and maintained by the Company.

In terms of the provisions of Section 148(2) of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Board, on the recommendation of Audit Committee, has re-appointed M/s Dhananjay V. Joshi & Associates, Cost Accountants (Firm Registration No.000030), as Cost Auditors of the Company to audit the cost records of the Company for the FY 2023-24 for a remuneration of H4,00,000/-(Rupees Four Lakhs only) plus applicable taxes and reimbursement of out-of-pocket expenses.

The remuneration payable to the Cost Auditor is subject to ratification by the Members at the AGM. Accordingly, the necessary Resolution for ratification of the remuneration payable to M/s Dhananjay V. Joshi & Associates, Cost Accountants, to conduct the audit of cost records of the Company for the FY 2023-24

has been included in the Notice of the forthcoming 15^th AGM of the Company. The Directors recommend the same for approval by the Members.

30. INTERNAL AUDIT

Your Company has in place an adequate internal audit framework to monitor the efficacy of the internal controls to provide to the Audit Committee an independent, objective and reasonable assurance on the adequacy and effectiveness of the Company’s processes and internal controls. The Internal Auditor of your Company reports directly to the Audit Committee. The Internal Audit function develops an extensive audit plan for the Company, which covers, inter-alia, corporate, core business operations, factories, regional offices, warehouses as well as support functions. The internal audit approach verifies compliance with operational and system-related procedures and controls. The Audit Committee reviews the annual internal audit plan. Significant audit observations are presented to the Audit Committee, together with the status of the management actions and the progress of the implementation of the recommendations.

31. REMUNERATION OF DIRECTORS AND EMPLOYEES

Disclosures about 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, are given in Annexure-VII to the Board’s Report.

Further, a statement containing names of top ten employees in terms of remuneration drawn as required under section 197(12) of the Act read with rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of the Annual Report. However, in line with the provisions of the first proviso to section 136(1) of the Act, the reports and accounts, as set out therein, are being sent to all Shareholders of the Company, excluding the aforesaid information and the same is open for inspection at the registered office of the Company during working hours up to the date of the ensuing AGM. Any Member desirous of obtaining a copy of the said annexure may write to the Company Secretary at [e-mail].

32. CEO AND CFO CERTIFICATION

As required under Regulation 17(8) read with Schedule II of the SEBI Listing Regulations, the CEO and CFO certificate was placed before the Board of Directors of the Company at its meeting held on May 18, 2023 and is attached with the annual report as Annexure-VIII.

33. OTHER DISCLOSURES

In terms of the applicable provisions of the Act and SEBI Listing Regulations, your Company additionally discloses that during the financial year under review:

• there was no change in the nature of business of your Company;

• your Company has not accepted any fixed deposits from the public falling under Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014. Thus, as of March 31, 2023, there were no deposits that were unpaid or unclaimed and due for repayment, hence, there has been no default in repayment of deposits or payment of interest thereon;

• your Company has not issued any shares with differential voting rights;

• your Company has not issued any sweat equity shares;

• no significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status operations of your Company in the future.

• your Company has not raised any funds through preferential allotment or qualified institutional placement as per Regulation 32(7A) of SEBI Listing Regulations.

• no application has been made under the Insolvency and Bankruptcy Code; hence, the requirement to disclose the details of any application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year along with their status as at the end of the financial year is not applicable.

• the requirement to disclose the details of difference between the amount of the valuation done at time of one-time settlement and the valuation done while taking a loan from the Bank or financial Institutions along with the reasons thereof, is

not applicable.

It is further disclosed that:

• There is no plan to revise the financial statements or Directors’ reports in respect of any previous financial year.

34. ACKNOWLEDGEMENT

The Directors take this opportunity to express their appreciation for the support and co-operation extended by the Members, Customers, Banks and other Business Associates. The Directors gratefully acknowledge the on-going co-operation and support provided by the Government, Regulatory and Statutory bodies.

The Directors place on record their deep appreciation for the exemplary contribution made by the employees of the Company at all levels. Their dedicated efforts and enthusiasm have been pivotal to the Company’s growth.

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Mar 31, 2018

The Directors are pleased to present the 10th Annual Report and Audited Accounts for the financial year ended March 31, 2018.

1. Financial Results:

(Rs. In lakhs)

Particulars	For the Year ended 31.03.2018	For the Year ended 31.03.2017
Revenue from Operations (Net of Indirect Taxes)	1,33,225.95	1,08,679.27
Profit before finance cost, depreciation & tax	26,182.05	19,815.72
Less: Finance Costs	853.13	982.48
Profit before depreciation & tax	25,328.92	18,833.24
Less: Depreciation/Amortization	1,043.31	725.04
Profit Before Taxation	24,285.61	18,108.20
Taxation:
Current Tax	7,828.37	6,267.45
Deferred Tax	601.54	85.23
Profit After Taxation	15,855.70	11,755.52
Balance brought forward from previous year	17,490.33	11,136.05
Appropriations:
Interim Dividend paid on Equity Shares for the year	(1,988.00)	(1,736.81)
Dividend distribution Tax on Interim Dividend	(404.71)	(353.57)
Final Dividend paid on Equity Shares for the year	(2,484.44)	(1,984.37)
Dividend distribution Tax on Final Dividend	(505.77)	(403.97)
Other Comprehensive Income (OCI)	14.34	(22.52)
Transfer to General Reserve	(1,000.00)	(900.00)
Balance Carried to Balance Sheet	26,977.45	17,490.33

Performance Highlights:

The Company has continued its growth trajectory by outperforming the industry and has delivered a Net Revenue growth of 22.6%, EBITDA growth of 32.6%, PBT growth of 34.1% and PAT growth of 34.9% for the year over the last financial year.

Net revenues for the year2017-18 was Rs.1,33,225.95 lakhs (Rs.1,08,679.27 lakhs in the previous year), Profit before tax for the year 2017-18 was Rs.24,285.61 lakhs (Rs.18,108.20 lakhs in the previous year). EBITDA has shown healthy growth of 32.6% YOY.

Profit after tax for the year was Rs.15,855.70 lakhs (Previous year Rs.11,755.52 lakhs) resulting in an Earnings Per Share (Basic) of Rs.31.92 (Previous year Rs.23.70).

Performance highlights are discussed in detail in the Management Discussion and Analysis and forming an integral part of this Report.

2. Dividend:

The Board of Directors of the Company had approved the Dividend Distribution Policy in line with Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy is separately provided as Annexure E forming an integral part of this Report and is also uploaded on the website of the Company at http://www.gulfoilindia.com

In line with the Policy, the Board has recommended a final dividend of Rs.6.50 per equity share (325% on the Face Value of Rs.2/- per share) for the year 201718. The final dividend of Rs.3,236.37 lakhs, if approved by the Shareholders at the ensuing Annual General Meeting, will be paid to all the Shareholders of the Company whose names appear on the Register of Members as on the date of the Book Closure. Earlier the Board at their meeting held on February 6, 2018, had declared an Interim Dividend of Rs.4/- per share i.e. 200% of the Face Value of Rs.2/- per share. The said Interim Dividend was paid to all eligible shareholders on February 26, 2018.

With this, the total dividend for the full year 2017-18 shall stand at Rs.10.50 per share (525% on Face Value of Rs.2/- per share).

3. Transfer to Reserve:

During the year, Board has appropriated Rs.1,000 lakhs to General Reserves. (Previous year Rs.900 lakhs)

4. Share Capital:

During the year there has been an increase in the paid-up equity share capital due to equity shares being allotted to eligible employees under Gulf Oil Lubricants India Limited- Employee Stock Option Scheme- 2015. The paid-up equity share capital of the Company as on March 31, 2018 was Rs.994.00 lakhs (previous year Rs.992.68 lakhs). The authorized capital of the Company as on March 31, 2018 was Rs.10,46,27,228 divided into 5,23,13,614 equity shares of Rs.2/- each. There was no change in the authorized capital of the Company during the year.

5. Management Discussion and Analysis:

Management discussion and Analysis is provided separately, forming an integral part of this Report.

6. Vigil Mechanism / Whistle Blower Policy:

The Company has adopted Whistle Blower and Vigil Mechanism policy for Directors and Employees of the Company. The Company has established a secured system to enable Directors and Employees to report their genuine concerns, generally impacting / affecting business of our Company, including but not limited to improper or unethical behavior / misconduct/ actual or suspected frauds / violation of Company’s code of conduct. All protected disclosures concerning financial or accounting matters should be addressed, in writing, to the Chairperson of the Audit Committee of the Company for investigation.

In respect of all other protected disclosures, those concerning the Ombudsman and employees at the levels of senior Vice President and above should be addressed to the Chairperson of the Audit Committee of the Company and those concerning other employees should be addressed to the Ombudsman of the Company. The Ombudsman may refer the matter to the Chairperson of the Audit Committee depending upon the importance of the matter. Your Company hereby affirms that no Director or employee has been denied access to the Chairperson of the Audit Committee. During the year no complaints were received under vigil mechanism.

7. Public Deposits:

The Company has not accepted any deposits during the year from the Public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

8. Research & Development:

The Company has recently set up a global standard R&D Centre at Chennai, which is fast emerging as a major automobile hub.

This R&D facility has five laboratories, viz. Rheology Lab, Performance Testing Lab, Tribology Lab, Analytical Lab and Chemical Lab, which are designed as per international Laboratory and HSE Standards and equipped with the state-of-the art testing equipment for development of lubricants and specialties. This facility provides an excellent ambience for scientists and technologists to pursue innovative and high quality research & development work.

Government of India had decided to leapfrog from BS IV to BS VI (Euro VI equivalent) emission norms pan India effective 1st April 2020 to improve the air quality by reducing the noxious vehicular pollution. Further, Government of India implemented the fuel economy norms for both passenger and commercial vehicles and initiated steps to encourage deployment of electric vehicles and generation of power based on renewable energy sources to reduce the carbon dioxide emissions and thereby global warming.

To meet these new challenges, the new R&D Centre is ready for designing futuristic lubricants and specialties for both conventional and electric vehicles and industrial applications by focussing on fuel economy, equipment life and environment protection.

The Company is well prepared to not only retain and further improve on the long drain oil trend set by it for over a decade in the commercial vehicle and motorcycle segments but also to adopt the new global products by optimising the formulations suiting to local engines and operating conditions based on local raw materials to ensure improved fuel economy while protecting the durability of engines/equipment to reduce the carbon footprint.

Though the Company receives global product formulations from Gulf Oil International under the license agreement, the R&D Centre has adopted the global formulations required for future BS VI vehicles fitted with after treatment devices and initiated evaluation in local vehicles and operating conditions to ensure their suitability not only for future BS VI vehicles but also backward compatibility in existing vehicles. It is staffed with well qualified and experience scientists and technologists for development of product formulations. The Company recovers cost spent on R&D from Gulf Oil International under the agreement.

9. Subsidiaries/Joint Venture/Associates:

The Company does not have any subsidiary/Joint Venture/ Associates as on March 31, 2018.

10. Human Resources / Industrial Relations, ESOP Scheme:

The Company believes in creating the supporting environment for its biggest asset - Human Capital. The employee wellbeing & safety is critical along with the achievement of the business objectives. We have a large diversified workforce spread across the locations.

The Company has put “Safety First” programme to promote safety practises across plant & non plant locations.

The Company has put in place the Human Capital strategy in line with its vision & overall business plan. The important pillars of the strategy includes, Leadership development, Culture building, Talent Development & Organisation alignment.

The focus on employee development and efforts to enhance competency levels through training programs continued. Detailed information on this section has been provided in the Management Discussion and Analysis, which is forming an integral part of this Report.

Employees Stock Option Scheme:

During the year under review, your Company has allotted 66,115 equity shares under “Gulf Oil Lubricants India Limited- Employees Stock Option Scheme-2015” to eligible employees of the Company. The total Stock Options outstanding as of March 31, 2018 are 6,63,329. The information as required under Regulation 14 of the SEBI(Share Based Employee Benefits) Regulations, 2014 are disclosed on the website of the Company at weblink http://www.gulfoilindia.com/investors/ investor-information/investor-disclosures/

11. Prevention of Sexual Harassment Policy:

Your Company has adopted Prevention of Sexual Harassment (POSH) policy. A separate internal Committee has been constituted under the policy. No complaints were received under POSH during the year ended March 31, 2018.

12. Remuneration Policy:

The Board has adopted a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The policy also lays down the criteria for selection and appointment of Board members. The details of the policy are provided in the “Report on Corporate Governance” Annexure F to this Report.

13. Corporate Social Responsibility (CSR) Initiatives and Programs:

The Company has continued its programs under CSR initiatives in the area of vocational training, road safety awareness, education and promoting healthcare in and around its area of operations and local area at Silvassa, DNH. These projects are in accordance with schedule VII of the Companies Act, 2013 and Company’s CSR policy. A report on CSR activities as required under Companies (Corporate social responsibilities Policy) Rules, 2014 is set out in Annexure A, forming part of this Report.

The Company instilled and guided by the values of our Group Founder, Shri. Parmanand Deepchand Hinduja’s belief, “My dharma (duty) is to work, so that I can give”. The Company actively engaged in various programs under CSR during the year. The brief summary of the same are given below:

a) Mobile Medical Unit: Being a multi-year program, the Company continued its support for mobile medical unit during the current year in the remote villages near Silvassa, DNH. This CSR project provides much needed free medical support to the tribal population residing in the villages near Silvassa. The program is administered through Hinduja Foundation and Hinduja Hospital. The state of the art medical facilities available to the villagers free of cost, in the mobile van which includes diagnostic facility, laboratory test, medicine dispensing.

b) Road Safety Drive: The Company supported road safety campaign to promote education and awareness on road safety amongst bike riders. During the campaign, safety helmets were distributed to traffic police at various cities in Maharashtra like Mumbai and Ahmednagar. The Company also supported a road safety rally and awareness programs initiated by Mukul Madhav Foundation at Ahmednagar jointly with Ahmednagar city police and other corporates and distributed 500 helmets to Ahmednagar city police.

During the year, the Company initiated road safety awareness rally in association with K.P.B. Hinduja College (during Panaah fest) which was inaugurated by Shri Diwakar Raote, Hon. Minister of Transport, Government of Maharashtra and in the presence of film actor Mr. Abhinav Shukla. More than 250 helmets were distributed to the students of various colleges who participated in the awareness rally. Flash mob on road safety competition was also organised wherein 16 colleges had participated and award was distributed to the winner in the presence of Mr. Ravi Chawla, Managing Director of the Company. Employees from various functions were participated in the initiative.

c) Kushal Mechanic Program: The Company’s initiative on vocational training known as “Kushal Mechanic Program” for two wheeler mechanics who are lacking in formal education and training has gained momentum. During the year, the Company added one more training centre with the help of M/s TVS Training Institute for imparting training for the benefit of mechanics based in southern part of India. Our association with MITCON Centre for CSR and Skill Development continued during the year. During the financial year more than 492 mechanics were benefited with this program. This being a multi-year program, which will be further implemented in other regions in future.

d) Other Programs: Few other programs were undertaken during the year in the area of Community development (through Gift of Life Adventure, Night run for Woman safety (through U Active) and Computer Education support for children.

14. Directors & Key Managerial Personnel:

During the year under review, in accordance with the provisions of the Companies Act, 2013 (“Act”) and the Articles of Association of the Company, Mr. Shom A. Hinduja (DIN: 07128441) retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers his candidature for re-appointment as a Director.

The resolutions seeking approval of the members of the Company for the re-appointment of Mr. Shom A. Hinduja, Non-Executive Director have been incorporated in the Notice of the Annual General Meeting of the Company alongwith his brief profile.

I n accordance with section 149(7) of the Companies Act, 2013, each Independent Director has given a written declaration to the Company confirming that he/ she meets the criteria of independence as mentioned under section 149(6) of the Act.

The Company had issued formal letter of appointment to all Independent Directors and the terms and conditions of their appointment have been disclosed on the website of the Company.

Your Company follows a structured orientation and familiarization program through various reports/ codes/ internal policies for all the Directors with a view to update them on the Company’s policies and procedures on a regular basis. The details of familiarization program have been posted on the website of the Company under the web link http:// www.gulfoilindia.com/investors/investor-information/ corporate-governance/

Key Managerial Personnel:

The following persons have been continued as Key Managerial Personnel of the Company pursuant to section 2(51) and section 203 of the Act, read with rules framed thereunder: 1) Mr. Ravi Chawla, Managing Director 2) Mr. Manish Kumar Gangwal, Chief Financial Officer and 3) Mr. Vinayak Joshi, Company Secretary and Compliance Officer. None of the Key Managerial Personnel have resigned during the year under review.

15. Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 a Board evaluation process was completed through a process of structured questionnaire and taking into consideration various aspects of the Board’s functioning, composition, culture, obligation and governance. The criteria for performance evaluation have been detailed in Corporate Governance Report, Annexure F to this Report and is also uploaded on the website of the Company at http://www.gulfoilindia.com. The Board of Directors expressed their satisfaction with the evaluation process.

16. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as required pursuant to section 134(3) of the Companies Act, 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure B and forming an integral part of this Report.

17. Business Responsibility Report:

Pursuant to Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Business Responsibility Report is provided separately in the Annexure- C and forms an integral part of this Report.

18. Information on Stock Exchanges:

The Company’s equity shares are listed on BSE Limited (Designated Exchange) and The National Stock Exchange of India Limited.

19. Extract of Annual Return:

The details of extracts of Annual Return in Form MGT-9, as required under section 92 of the Companies Act, 2013 are enclosed as Annexure D and forming an integral part of this Report. The same is also available on Company’s website http://www.gulfoilindia.com.

20. Corporate Governance:

As per SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, a Report on Corporate Governance is given separately in Annexure F forming an integral part of this Report, together with compliance certificate issued by Practicing Company Secretary.

21. Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013:

The details of Loan, Guarantees and Investments outstanding as on March 31, 2018 under Section 186(4) of the Companies Act, 2013 are provided in Note 4, 5, 12 and 39 to the Financial Statements.

22. Material Changes and Commitments affecting the financial position of the Company which have occurred between March 31, 2018 and the date of this Report:

There were no material changes and commitments affecting the financial position of the Company between the end of financial year (March 31, 2018) and the date of this Report. Further, there was no change in the business of the Company during the Financial Year 2017-18.

23. Risk Management Policy:

The Company has implemented an integrated risk management approach through which it reviews and assesses significant risks on regular basis to ensure that a robust system of risk controls and mitigation is in place. Senior management periodically reviews this risk management framework to keep updated and addresses emerging challenges. Risk Management framework followed by the Company is elaborately detailed in the Management Discussion and Analysis section, forming an integral part of this Report.

24. Internal Control Systems and their Adequacy:

The Company has well defined and adequate internal control system, commensurate with size, scale and complexity of its operations. The internal financials controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations. During the year, Internal Financial Controls (IFC) testing process was done in order to review adequacy and strength of IFC followed by the Company. As per the assessment, no major concerns and no reportable material weaknesses in the design or operation were observed. The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems were adequate and operating effectively. The details of internal control system and adequacy are mentioned in the Management Discussion and Analysis section, forming an integral part of this Report.

25. Meetings:

Five meetings of the Board of Directors were held during the year. The details of number of meetings of the Board held during the financial year 2017-18 are provided in Corporate Governance Report Annexure F which forms an integral part of this Report.

26. Transactions With Related Parties:

The policy on Related party transactions as approved by the Audit Committee and Board of Directors has been uploaded on the website of the Company, http:// www.gulfoilindia.com. The transactions entered into pursuant to omnibus approval were placed before the Audit Committee and Board on quarterly basis. Pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 there were no new material transactions, contracts or arrangements entered with Related Party as on March 31, 2018. None of the Independent Directors have any pecuniary relationship or transactions vis-a-vis the Company except sitting fees, commission as per Companies Act, 2013. A statement showing Related Party Transactions entered during the year is given under Note 46 to the Financial Statements.

27. Significant and Material Orders passed by the Regulators or Courts or Tribunals:

There were no significant and material orders passed by the Regulators/Courts/Tribunals that would impact the going concern status of the Company and its future operations.

28. Directors Responsibility Statement:

Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability confirm that:

a) in the preparation of the annual financial statements for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) the Board 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 and of the profit and loss of the Company for the financial year ended March 31, 2018;

c) proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual financial statement for the year ended March 31, 2018 have been prepared on a going concern basis; and

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

f) The Board have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

29. Auditors

Statutory Auditor:

M/s Price Waterhouse, Chartered Accountants (Firm registration No.: 301112E) were appointed as statutory auditors of the Company to hold office till the conclusion of the 11th Annual General Meeting of the Company. As required under Section 139 of Companies Act, 2013, the Company has obtained a written consent from the statutory auditor to their continuous appointment and a certificate from them to the extent that their existing appointment is in accordance with the conditions prescribed under the Companies Act, 2013 and the rules made thereunder. The Auditor’s Report to the shareholders on standalone financials for the year ended March 31, 2018 does not contain any qualification, observation or adverse comments. During the year under review, the Auditors of the Company have not reported any fraud under Section 143(12) of the Companies Act, 2013.

Cost Auditor:

As per the requirements of Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has been carrying out audit of cost records relating to Lubricants business and accordingly such accounts and records are made and maintained by the Company.

The Board, on recommendation of Audit Committee, has appointed M/s Dhananjay V. Joshi & Associates, Cost Accountants (Firm Registration No.000030), as Cost Auditors of the Company to audit the cost records of the Company for the financial year 2018-19 for a remuneration of Rs.2,75,000/- (Rupees Two lakhs seventy five thousands only) plus taxes as applicable and reimbursement of out of pocket expenses . As required, under the Companies Act, 2013, a resolution seeking Members approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the 10th Annual General Meeting of the Company. There are no audit qualifications or reservations or adverse comments for the year under review.

Secretarial Auditor:

Pursuant to section 204 of the Companies Act, 2013 and Rules made thereunder, the Company has appointed M/s BS & Company, Company Secretaries LLP (Firm Registration No AAE-0638.) to carry out secretarial Audit of the Company. The secretarial audit Report is enclosed as Annexure H and forming an integral part of this Report. There are no audit qualifications or reservations or adverse comments for the year under review.

30. Particulars of Employees and Related Disclosures:

Pursuant to section 197(12) of the Companies Act, 2013 read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the separate Annexure-G forming part of the Board’s Report.

Having regard to the provisions of Section 136(1), the Annual Report excluding the statement of top ten employees in terms of remuneration drawn and particulars of employees (under section 197(12 of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished without any fee and free of cost.

31. Acknowledgement:

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders of the Company viz. various Government and other statutory bodies, customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year and also the valuable assistance and advice received from all the stakeholders including Hinduja Group. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

For and on behalf of the Board

Sanjay G. Hinduja

Place: Mumbai Chairman

Date: August 7, 2018 (DIN: 00291692)

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Mar 31, 2017

BOARD''S REPORT

The Directors are pleased to present the 9^th Annual Report and Audited Accounts for the financial year ended March 31, 2017.

1. FINANCIAL RESULTS:

Rs, Lakhs

Particulars	For the Year ended 31.03.2017	For the Year ended 31.03.2016
Revenue from Operations (Net)	113,105.67	101,135.42
Profit before finance cost, depreciation & tax	20,191.37	17,709.33
Less: Finance Cost	973.69	1,778.92
Profit before depreciation & tax	19,217.68	15,930.41
Less: Depreciation/Amortization	725.04	604.15
Profit Before Taxation	18,492.64	15,326.26
Taxation:
Current Tax	6,267.46	5,224.27
Deferred Tax	117.45	70.52
Profit After Taxation	12,107.73	10,031.47
Balance brought forward from previous year	8,967.92	3,862.94
Balance available for appropriation	21,075.65	13,894.41
Appropriations:
Interim Dividend paid on Equity Shares for the year	1,736.81	1,487.17
Dividend distribution Tax on Interim Dividend	353.57	302.75
Proposed Final Dividend on Equity Shares for the year	----	1,982.90
Dividend distribution Tax on Final Dividend	----	403.67
Final Dividend on shares issued under employee stock option scheme	1.47
Dividend distribution Tax on Final Dividend on shares issued under employee stock option scheme	0.30
Transfer to General Reserve	900.00	750.00
Balance Carried to Balance Sheet	18,083.50	8,967.92

PERFORMANCE HIGHLIGHTS:

The Company has continued its growth trajectory by outperforming the industry and has delivered a Net Revenue growth of 11.8%, EBITDA growth of 13.4%, PBT growth of 20.7% and PAT growth of 20.7% for the year over the last financial year.

Net revenues for the year 2016-17 was Rs, 113,105.67 lakhs (Previous year Rs, 101,135.42 lakhs), Profit before tax for the year 2016-17 was Rs, 18,492.64 lakhs (Previous year Rs, 15,326.26 lakhs). EBITDA has shown healthy growth of 13.4% YOY with EBITDA margins at 161% an improvement of 22 bps for the year over previous year.

Profit after tax for the year was Rs, 12,107.73 lakhs (Previous year Rs, 10,031.47 lakhs) resulting in an Earnings Per Share (Basic) of Rs, 24.41 (Previous year Rs, 20.24). During the year under review, there was no change in the nature of business.

Key Performance highlights are discussed in detail in the Management Discussion and Analysis forming an integral part of this Report.

2. DIVIDEND:

During the year, the Board of Director of the Company had approved the Dividend Distribution Policy in line with Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy is separately provided as Annexure E forming an integral part of this Report and is also uploaded on the website of the Company at http:// www.gulfoilindia.com/upload/pdf/dividend-distribution-policy17.pdf .

In line with the Policy, the Board has recommended a final dividend of Rs, 5/- per equity share (250% on the Face Value of Rs, 2/- per share) for the year 2016-17. The final dividend of Rs, 2,481.69 lakhs, if approved by the Shareholders at the ensuing Annual General Meeting, will be paid out of the profits for the current year to all the Shareholders of the Company whose names appear on the Register of Members as on the date of the Book Closure. The Board at their meeting held on February 3, 2017, declared an Interim Dividend of Rs, 3.50 per share i.e. 175% of the Face Value of Rs, 2/- per share. The said Interim Dividend was paid to all eligible shareholders on February 23, 2017.

With this, the total dividend for the full year 2016-17 shall stand at Rs, 8.50 per share (425% on Face Value of Rs, 2/- per share).

3. TRANSFER TO RESERVE:

During the year, Board has appropriated Rs, 900 lakhs to General Reserves. (Previous year Rs, 750 lakhs)

4. SHARE CAPITAL:

During the year there has been an increase in the paid-up equity share capital due to equity shares being allotted to eligible employees under Gulf Oil Lubricants India Limited-Employee Stock Option Scheme- 2015. The paid-up equity share capital of the Company as on March 31, 2017 was Rs, 992.68 lakhs (previous year Rs, 991.45 lakhs). The authorized capital of the Company as on March 31, 2017 was Rs, 10,46,27,228 divided into 5,23,13,614 equity shares of Rs, 2/- each. There was no change in the authorized capital of the Company during the year.

5. MANAGEMENT DISCUSSION AND ANALYSIS:

Management discussion and Analysis is provided separately, forming an integral part of this Report.

6. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has adopted Whistle Blower and Vigil Mechanism policy for Directors and Employees of the Company. The Company has established a secured system to enable Directors and Employees to report their genuine concerns, generally impacting / affecting business of our Company, including but not limited to improper or unethical behavior / misconduct / actual or suspected frauds / violation of Company''s code of conduct. All protected disclosures concerning financial or accounting matters should be addressed, in writing, to the Chairperson of the Audit Committee of the Company for investigation.

In respect of all other protected disclosures, those concerning the Ombudsman and employees at the levels of senior Vice President and above should be addressed to the Chairperson of the Audit Committee of the Company and those concerning other employees should be addressed to the Ombudsman of the Company. The Ombudsman may refer the matter to the Chairperson of the Audit Committee depending upon the importance of the matter. Your Company hereby affirms that no Director or employee has been denied access to the Chairperson of the Audit Committee. During the year no complaints were received under vigil mechanism.

7. PUBLIC DEPOSITS:

The Company has not accepted any deposits during the year from the Public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

8. RESEARCH & DEVELOPMENT:

Company''s Research & Development (R&D) and quality control facility located at Silvassa has comprehensive testing facilities for testing and development of automotive and industrial lubricants. It is staffed with well qualified & experienced scientists and technologists for development of product formulations.

Although Company receives global product formulations from Gulf Oil International under the license agreement, the R&D Centre located at Silvassa adopts the global product formulations based on local raw materials and operating conditions meeting the specific needs of local OEM''s and lubricants market in India.

9. SUBSIDIARIES/JOINT VENTURE/ASSOCIATES:

The Company does not have any subsidiary/Joint Venture/ Associates as on March 31, 2017.

10. HUMAN RESOURCES / INDUSTRIAL RELATIONS, ESOP SCHEME:

The Company successfully grew its talent acquisition, retention and development plans during the year, Cordial industrial relation and low absenteeism contributed to higher output levels. The focus on employee development and efforts to enhance competency levels through training programs continued. Detailed information on this section has been provided in the "Management Discussion and Analysis, which is forming an integral part of this Report.

EMPLOYEES STOCK OPTION SCHEME:

During the year under review, your Company has allotted 61,300 equity shares under "Gulf Oil Lubricants India Limited-Employees Stock Option Scheme-2015" to eligible employees of the Company. The total Stock Options outstanding as of March 31, 2017 are 6,27,531. The information as required under Regulation 14 of the SEBI(Share Based Employee Benefits) Regulations, 2014 are disclosed on the website of the Company at we blink http://www.gulfoilindia.com/upload/pdf/golil-esop. pdf.

11. PREVENTION OF SEXUAL HARASSMENT POLICY:

Your Company has adopted Prevention of Sexual Harassment (POSH) policy. A separate internal Committee has been constituted under the policy. No complaints were received under POSH during the year ended March 31, 2017.

12. REMUNERATION POLICY:

The Board has adopted a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The policy also lays down the criteria for selection and appointment of Board members. The details of the policy are provided in the "Report on Corporate Governance" Annexure F to this Report.

13. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES AND PROGRAMS:

The Company has initiated activities under CSR initiatives in the area of education, vocational training, rural development and promoting healthcare in and around its area of operations and local area at Silvassa, DNH. These projects are in accordance with schedule VII of the Companies Act, 2013 and Company''s CSR policy.

A report on CSR activities as required under Companies (Corporate social responsibilities Policy) Rules, 2014 is set out in Annexure A, forming part of this Report.

The Company instilled and guided by the values of our Group Founder, Shri. Parmanand Deepchand Hinduja''s belief, "My dharma (duty) is to work, so that I can give", . The Company actively engaged in various programs under CSR during the year. The details of the same are given below:

a) Mobile Medical Unit: Being a multi-year program, the Company continued its support for mobile medical unit during the current year in the remote villages near Silvassa, DNH. This CSR project provides much needed free medical support to the tribal population residing in the villages near Silvassa. The program is administered through Hinduja Foundation and Hinduja Hospital. During the year, more than 8,400 villagers were treated under the project free of cost. The state of the art facilities available to the villagers free of cost, in the mobile van which includes diagnostic facility, laboratory test, medicine dispensing.

b) Road Safety Drive: The Company supported road safety campaign to promote education and awareness on road safety amongst bike riders. During the campaign, safety helmets were distributed to traffic police at various cities in Maharashtra like Mumbai, Pune, Thane, Nagpur, Nasik, Aurangabad, Solapur and Amravati. The Company also supported a road safety rally and awareness programs initiated by Mukul Madhav Foundation at Pune jointly with Pune city police and other corporate. The Company distributed more than 3,000 safety helmets to traffic police in various cities of Maharashtra.

c) Primary Education to Children: For last two years, the Company is focusing on one of the critical area of community as educational support to economically challenged children through Mukul Madhav Foundation. During the year, initiatives were taken to develop primary education infrastructure for economically challenged children in Wagholi, Pune and village Gholap, Ratnagiri.

d) Kushal Mechanic Program: In this year, the Company initiated two wheeler mechanic vocational training program known as "Kushal Mechanic Program" for two wheeler mechanics who are lacking of formal education and training. Two wheeler mechanic vocational training was provided through MITCON Centre for CSR and Skill Development, Pune and the participants were awarded training completion certificate jointly by Mitcon and Company. During the financial year more than 150 mechanics were benefited with this program. This being a multi-year program, which will be further implemented in other regions in future.

e) Other Programs: Few other programs were undertaken during the year in the area of Community development (through Make-A-Wish Foundation, Woman safety (through U-Active) and water conservation (through Bhagwat Foundation)

14. DIRECTORS & KEY MANAGERIAL PERSONNEL:

During the year under review, in accordance with the provisions of the Companies Act, 2013 ("Act") and the Articles of Association of the Company, Mr. Sanjay G. Hinduja (DIN: 00291692) retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers his candidature for re-appointment as a Director.

In accordance with section 149(7) of the Companies Act, 2013, each Independent Director has given a written declaration to the Company confirming that he/ she meets the criteria of independence as mentioned under section 149(6) of the Act.

On recommendation and approval of Nomination and Remuneration Committee, the Board of Directors of the Company at their meeting held on May 14, 2017, re-appointed Mr. Ravi Chawla as Managing Director of the Company for further period of 3 (three) years effective from June 6, 2017 and the terms of his re-appointment including the remuneration, subject to approval of the Members of the Company at AGM.

The resolutions seeking approval of the members of the Company for the re-appointment of Mr. Sanjay G. Hinduja, Chairman and re-appointment of Mr. Ravi Chawla, Managing Director have been incorporated in the Notice of the Annual General Meeting of the Company along with their brief Profile about them.

KEY MANAGERIAL PERSONNEL:

The following persons have been continued as Key Managerial Personnel of the Company pursuant to section 2(51) and section 203 of the Act, read with rules framed there under: 1) Mr. Ravi Chawla, Managing Director 2) Mr. Manish Kumar Gangwal, Chief Financial Officer and 3) Mr. Vinayak Joshi, Company Secretary and Compliance Officer. None of the Key Managerial Personnel have resigned during the year under review.

15. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 a Board evaluation process was completed through a process of structured questionnaire and taking into consideration various aspects of the Board''s functioning, composition, culture, obligation and governance. The criteria for performance evaluation have been detailed in Corporate Governance Report, Annexure F to this Report. The Board of Directors expressed their satisfaction with the evaluation process.

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as required pursuant to section 134(3) of the Companies Act, 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure B and forming an integral part of this Report.

17. BUSINESS RESPONSIBILITY REPORT:

Pursuant to Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Business Responsibility Report is applicable for the first time to the company and provided separately in the Annexure- C forming an integral part of this Report.

18. INFORMATION ON STOCK EXCHANGES:

The Company''s equity shares are listed on BSE Limited (Designated Exchange) and The National Stock Exchange of India Limited.

19. EXTRACT OF ANNUAL RETURN:

The details of extracts of Annual Return in Form MGT-9, as required under section 92 of the Companies Act, 2013 are enclosed as Annexure D and forming an integral part of this Report.

20. CORPORATE GOVERNANCE:

As per SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, a Report on Corporate Governance together with compliance certificate issued by Practicing Company Secretary is given separately in Annexure F forming an integral part of this Report.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The details of Loan, Guarantees and Investments outstanding as on March 31, 2017 under Section 186(4) of the Companies Act, 2013 are provided in Note 11 and 25 to the Financial Statements.

22. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN MARCH 31, 2017 AND THE DATE OF THIS REPORT:

There were no material changes and commitments affecting the financial position of the Company between the end of financial year (March 31, 2017) and the date of this Report.

23. RISK MANAGEMENT POLICY:

The Company has implemented an integrated risk management approach through which it reviews and assesses significant risks on regular basis to ensure that a robust system of risk controls and mitigation is in place. Senior management periodically reviews this risk management framework to keep updated and addresses emerging challenges. Risk Management framework followed by the Company is elaborately detailed in the Management Discussion and Analysis section, forming an integral part of this Report.

24. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has well defined and adequate internal control system, commensurate with size, scale and complexity of its operations. The internal financials controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations. During the year, Internal Financial Controls (IFC) testing process was done in order to review adequacy and strength of IFC followed by the company. As per the assessment, there are no major concerns and no reportable material weaknesses in the design or operation were observed. The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems were adequate and operating effectively. The details of Internal control system and adequacy are mentioned in the Management Discussion and Analysis section, forming an integral part of this Report.

25. MEETINGS:

The details of number of meetings of the Board held during the Financial year 2016-17 are provided in Corporate Governance Report (Annexure F).

26. RELATED PARTY TRANSACTIONS:

All related party transactions were placed before the Audit Committee and the Board for their approval. Omnibus approval was obtained on a yearly basis for transactions which were of routine and repetitive nature. The transactions entered into pursuant to omnibus approval were placed before the Audit Committee and Board on quarterly basis. The policy on Related party transactions as approved by the Board of Directors has been uploaded on the website of the Company, www.gulfoilindia.com/upload/pdf/policy-on-materiality-and-dealings.pdf. Pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 there were no new material transactions, contracts or arrangements entered with Related Party as on March 31, 2017. None of the Directors have any pecuniary relationship or transactions vis-a-vis the Company except sitting fees, commission as per Companies Act, 2013. A statement showing Related Party Transactions entered during the year is given under Note 31 to the Financial Statements.

27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There were no significant and material orders passed by the Regulators/Courts/Tribunals that would impact the going concern status of the Company and its future operations.

28. DIRECTORS RESPONSIBILITY STATEMENT:

To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statements in terms of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the Board 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 and of the profit and loss of the company for that period;

c) the Board had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the Board had prepared the annual accounts on a going concern basis; and

e) the Board 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

f) the Board had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

29. AUDITORS INCLUDING COST AUDITORS, SECRETARIAL AUDITOR:

At the Annual General Meeting held on June 4, 2014, M/s Price Waterhouse, Chartered Accountants, were appointed as statutory auditors of the Company to hold office till the conclusion of the 11^th Annual General Meeting of the Company subject to ratification of appointment at every Annual General meeting of the Company. Accordingly, the appointment of M/s. Price Waterhouse, Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders. The Audit Committee and the Board of Directors have recommended their appointment for the financial year

2017-18. The necessary resolution is being placed before the Members for approval. As required under the provisions of section 139 and 141 of the Companies Act, 2013, the Company has obtained written confirmation from M/s Price Waterhouse, that their appointment, if made, would be in conformity with the limits specified in the said section. The Auditor''s Report to the shareholders on standalone financials for the year ended March 31, 2017 does not contain any qualification, observation or adverse comments.

Cost Auditors:

As per the requirements of Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has been carrying out audit of cost records relating to Lubricants business.

The Board, on recommendation of Audit Committee, has appointed M/s Dhananjay V. Joshi & Associates, Cost Accountants (Firm Registration No.000030), as Cost Auditors of the Company to audit the cost records of the company for the financial year 2017-18 for a remuneration of '' 2,75,000/-(Rupees Two lakhs seventy five thousands only) plus taxes as applicable and reimbursement of out of pocket expenses . As required, under the Companies Act, 2013, a resolution seeking Members approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the 9^th Annual General meeting of the Company.

Secretarial Auditor:

Pursuant to section 204 of the Companies Act, 2013 and rules made there under, the Company has appointed M/s BS & Company, Company Secretaries LLP (Firm Registration No AAE-0638.) to carry out secretarial Audit of the Company. The secretarial audit Report is enclosed as Annexure G and forming an integral part of this Report. There are no audit qualifications or reservations or adverse comments for the year under review.

30. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

Pursuant to section 197(12) of the Companies Act, 2013 read with Rules 5 (1),5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the separate annexure forming part of the Board''s Report. Having regard to the provisions of Section 136(1), the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished without any fee and free of cost.

31. ACKNOWLEDGEMENT:

Your Directors thank the various Government and other statutory bodies for the continued help and co-operation extended by them to your Company. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

For and on behalf of the Board

Sanjay G. Hinduja Chairman (DIN: 00291692)

Mumbai

Date: July 24, 2017

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Mar 31, 2016

The Directors are pleased to present the 8th Annual Report and Audited Accounts for the financial year ended March 31, 2016.

1. FINANCIAL RESULTS

(Rs. Lakhs)

Particulars For the For the Year ended Year ended 31.03.2016 31.03.2015

Revenue from Operations (Net) 1,01,135.42 96,748.17

Profit before finance cost, 17,709.33 13,861.35 depreciation & tax

Less: Finance Cost 1,778.92 1,775.35

Profit before depreciation & 15,930.41 12,086.00 tax

Less: Depreciation/ 604.15 482.12 Amortization

Profit Before Taxation 15,326.26 11,603.88

Taxation:

Current Tax 5,224.27 3,531.13

Deferred Tax 70.52 331.79

Profit After Taxation 10,031.47 7,740.96

Balance brought forward 3,862.94 (0.78) from previous year

Less :Transitional - 129.05 Depreciation on revision of useful life of Fixed assets, debited to opening Reserves and Surplus (Net of Tax)

Balance available for 13,894.41 7,611.13 appropriation

Appropriations:

Interim Dividend paid on 1,487.17 991.45 Equity Shares for the year

Dividend distribution Tax on 302.75 168.49 Interim Dividend

Proposed Final Dividend on 1,982.90 1,735.04 Equity Shares for the year

Dividend distribution Tax on 403.67 353.21 proposed Final Dividend

Transfer to General Reserve 750.00 500.00

Balance Carried to Balance 8,967.92 3,862.94 Sheet

PERFORMANCE HIGHLIGHTS:

The Company has continued it''s growth trajectory by outperforming the industry and has delivered a Net Revenue growth of 4.5%, EBITDA growth of 22.5%, PBT growth of 32.1% and PAT growth of 29.6% for the year over the last financial year.

Net revenues for the year 2015-16 was Rs.101,135.42 lakhs (Rs. 96,748.17 lakhs in the previous year), Profit before tax for the year 2015-16 was Rs.15,326.26 lakhs (Rs. 11,603.88 lakhs in the previous year). EBITDA has shown a healthy growth of 22.5% YOY with EBITDA margins at 15.9% an improvement of 230 bps for the year over previous year.

Profit after tax for the year was Rs.10,031.47 lakhs (Previous year Rs.7,740.96 lakhs) resulting in an Earnings Per Share (Basic) of Rs.20.24 (Previous year Rs.15.62).

Detailed Performance highlights are discussed in detail in the Management Discussion and Analysis enclosed as Annexure A and forming integral part of this Report.

2. DIVIDEND:

During the year, the Board at their meeting held on February 9, 2016, declared an Interim Dividend of '' 3/- per share i.e. 150% of the Face Value of the Equity Share. The said Interim Dividend was paid to all eligible shareholders on February 25, 2016. The Board has recommended a final dividend of Rs.4 per equity share (200% on the Face Value of Rs.2 per share) for the year 2015-16. The final dividend of Rs.1,982.90 lakhs, if approved by the Shareholders at the ensuing Annual General Meeting, will be paid out of the profits for the current year to all Shareholders of the Company whose names appear on the Register of Members as on the date of the Book Closure.

With this, the total dividend for the full year 2015-16 shall stand at Rs.7/- per share (350 % on Face Value of '' 2/-).

3. TRANSFER TO GENERAL RESERVE:

During the year, Board has appropriated Rs.750 lakhs to General Reserves. (Previous year Rs.500 lakhs.)

4. SHARE CAPITAL:

The paid up equity share capital of the Company as on March 31, 2016 was Rs.991.45 lakhs. There was no change in the equity share capital of the Company during the year. During the year, the authorised capital of the Company has been increased to Rs.10,46,27,228 divided into 5,23,13,614 equity shares of Rs.2/- each.

5. MANAGEMENT DISCUSSION AND ANALYSIS:

Management discussion and Analysis Report is provided separately in the Annexure A forming integral part of this Report.

6. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has adopted Whistle Blower and Vigil Mechanism policy for Directors and Employees of the Company. The Company has established a secured system to enable Directors and Employees to report their genuine concerns, generally impacting / affecting business of our Company, including but not limited to improper or unethical behavior / misconduct / actual or suspected frauds / violation of Company''s code of conduct. All protected disclosures concerning financial or accounting matters should be addressed, in writing, to the Chairman of the Audit Committee of the Company for investigation.

In respect of all other protected disclosures, those concerning the Ombudsman and employees at the levels of senior Vice President and above should be addressed to the Chairman of the Audit Committee of the Company and those concerning other employees should be addressed to the Ombudsman of the Company. The Ombudsman may refer the matter to the Chairman of the Audit Committee depending upon the importance of the matter. Further details are posted on the website of the Company www.gulfoilindia.com. During the year, no complaints were received under vigil mechanism.

7. PUBLIC DEPOSITS:

The Company has not accepted any deposits during the year from the Public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

8. RESEARCH & DEVELOPMENT:

Company''s Research & Development (R&D) and Quality Control facility located at Silvassa has comprehensive testing facilities for testing and development of automotive and industrial lubricants. It is staffed with well qualified & experienced scientists and technologists for development of product formulations.

Although Company receives global product formulations from Gulf Oil International under the license agreement, the R&D Centre located at Silvassa adopts the global product formulations based on local raw materials and operating conditions meeting the specific needs of local OEM''s and lubricants market in India.

9. SUBSIDIARIES:

The Company does not have any subsidiary as on March 31, 2016.

10. HUMAN RESOURCES / INDUSTRIAL RELATIONS/ ESOP SCHEME:

The Company successfully grew its talent acquisition, retention and development plans during the year, Cordial industrial relation and low absenteeism contributed to higher output levels. The focus on employee development and efforts to enhance competency levels through training programs continued. Detailed information on this section has been provided in the Management Discussion and Analysis in the Annexure A, which is forming integral part of this Report.

EMPLOYEES STOCK OPTION SCHEME:

During the year under review, your Company has granted 7,19,215 stock options under "Gulf Oil Lubricants India Limited-Employees Stock Option Scheme-2015" to eligible employees of the Company. The total Stock Options outstanding as of March 31, 2016 are 7,19,215. The information as required under Regulation 14 of the SEBI(Share Based Employee Benefits) Regulations, 2014 are disclosed on the website of the Company weblink http://www.gulfoilindia.com/upload/pdf/golil- esop.pdf.

11. DISCLOSURE UNDER PREVENTION OF SEXUAL HARASSMENT POLICY (POSH):

The Company has adopted Prevention Of Sexual Harassment (POSH) policy. An internal Committee has been constituted under the policy. No complaints were received under POSH during the year ended March 31, 2016.

12. REMUNERATION POLICY:

The Board has adopted a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The policy also lays down the criteria for selection and appointment of Board members. The details of the policy are provided in the "Report on Corporate Governance", Annexure F to this Report.

13. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES AND PROGRAMS:

The Company has started several activities under CSR initiatives in the area of education, rural development and promoting health care in and around its area of operations and local area at Silvassa, DNH. These projects are in accordance with schedule VII of the Companies Act, 2013 and Company''s CSR policy.

A report on CSR activities as required under Companies (Corporate Social Responsibilities Policy) Rules, 2014 is set out in Annexure B, forming part of this Report.

During the year, following initiatives were undertaken under CSR initiatives:

a) Mobile Medical Unit: The Company funded Mobile Medical unit was operative in the remote villages near Silvassa, DNH. This CSR project was conceived in conjunction with the Hinduja Foundation and provides much needed free medical support to the tribal of remote villages near Silvassa, DNH. The state of the art facilities available to the villagers free of cost, in the mobile van which includes diagnostic facility, laboratory tests, medicine dispensing and health checkup.

As of the date of this Report, more than 2,000 patients were treated under the project free of cost.

This is a multi-year project which will be continued for the needy people near Silvassa, DNH.

b) Foster a Child Rally: The Company organizes " Foster a Child Drive" a unique, one of its kind CSR initiatives for the benefit of underprivileged children. This is the 7th year of the project wherein nearly 60 underprivileged children participated this year.

c) Primary Education: CSR initiatives was undertaken through Mukul Madhav Foundation for providing primary educational support to the underprivileged children at Bhatkya Vimukta Jati Shikshan Sanstha (BVJSS), Wagholi, Pune.

d) Road safety drive: one of the CSR initiative was undertaken for creating awareness about Road safety drive wherein safety helmets were distributed among Mumbai Police and briefed them about safety measures. A rally was conducted in Mumbai for creating awareness among youths about road safety measures.

This is the second year of separate operations for the Company and wherein few CSR areas have been identified and the projects were initiated during the year. During the year, the Board has not been able to spend full CSR amount as contemplated in the guidelines and has taken up various steps to identify additional CSR projects to meaningfully spend full amount under CSR in the coming years.

14. DIRECTORS & KMPs:

The Board of Directors at their meeting held on August 3, 2016 appointed Mr. Shom A. Hinduja (DIN:07128441) as an Additional Non-executive Director on the Board of the Company effective from same date upon recommendation of Nomination and Remuneration Committee of the Company. Under section 161 of the Companies Act, 2013, he continues to hold office of a Director of the Company upto conclusion of ensuing 8th Annual General Meeting of the Company. As required under section 160 of the Companies Act, 2013, the Company has received a Notice from a Member signifying his intention to propose Mr. Shom A. Hinduja (DIN:07128441) as a candidature for the office of the Director of the Company alongwith requisite deposit.

Mr. Shom A. Hinduja (DIN:07128441) does not hold any equity shares of the Company. Mr. Shom A. Hinduja (DIN:07128441) has given his consent to act as Director and is not disqualified from being appointed as a Director in terms of section 164 of the Companies Act, 2013. Brief profile of Mr. Shom A. Hinduja (DIN :07128441) in terms of SEBI Listing Regulations, 2015 has been provided at the end of the Notice for AGM.

Save and except Mr. Shom A. Hinduja & Mr. Sanjay G. Hinduja and their relatives, to the extent of their shareholding interest, if any, in the Company, none of the other Directors / Key Managerial Personnel of the Company /their relatives are, in any way, concern or interested, financially or otherwise, in the resolution set out at item No.5 of the Notice.

Your Board recommends appointment of Mr. Shom A. Hinduja (DIN:07128441) as a Director of the Company, liable to retire by rotation as per resolution No.5 of the Notice of ensuing 8th Annual General Meeting of the Company.

In accordance with the provisions of the Companies Act, 2013 ("Act") and the Articles of Association of the Company, Mr. Sanjay G. Hinduja (DIN: 00291692) retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers his candidature for re-appointment as a Director.

In accordance with section 149(7) of the Companies Act, 2013, each independent Director has given a written declaration to the Company confirming that he/ she meets the criteria of independence as mentioned under section 149(6) of the Act.

During the year, Mr. R. P. Hinduja ceased to be a Director of the Company effective from September 22, 2015 and the Board places on record its appreciation for contributions made by Mr. R. P. Hinduja during his tenure as a Director.

KEY MANAGERIAL PERSONNEL:

The following persons have been continued as Key Managerial Personnel of the Company pursuant to section 2(51) and section 203 of the Act, read with rules framed thereunder. 1) Mr. Ravi Chawla, Managing Director, 2) Mr. Manish Kumar Gangwal, Chief Financial Officer and 3) Mr. Vinayak Joshi, Company Secretary and Compliance Officer. None of the Key Managerial Personnel have resigned during the year under review.

15. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, Board evaluation was completed through a process of structured questionnaire and taking into consideration various aspects of the Board''s functioning, composition, culture, obligation and governance. The criteria for performance evaluation have been detailed in Corporate Governance Report, Annexure F to this Report. The Board of Directors expressed their satisfaction with the evaluation process.

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as required pursuant to section 134(3) of the companies Act, 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure C and forming integral part of this Report.

17. INFORMATION ON STOCK EXCHANGES:

The Company''s equity shares are listed on BSE Limited (Designated Exchange) and The National Stock Exchange of India Limited.

18. CORPORATE GOVERNANCE:

As per SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, a Report on Corporate Governance together with compliance certificate issued by Practicing Company Secretary is given separately in Annexure F forming an integral part of this Report.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The details of Loan, Guarantees and Investments outstanding as on March 31, 2016 under Section 186(4) of the Companies Act, 2013 are provided in Note 11 and 25 to the Financial Statements.

20. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN MARCH 31, 2016 AND (AUGUST 3, 2016). (DATE OF THE REPORT):

There were no material changes and commitments affecting the financial position of the Company between the end of financial year (March 31, 2016) and the date of the Report (August 3, 2016).

21. RISK MANAGEMENT POLICY:

The Company has implemented an integrated risk management approach through which it reviews and assesses significant risks on regular basis to ensure that a robust system of risk controls and mitigation is in place. Senior management periodically reviews this risk management framework to keep updated and addresses emerging challenges. Risk Management policy followed by the company is elaborately detailed in the Management Discussion and Analysis, Annexure A forming an integral part of this Report.

22. INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK

The Company has well defined and adequate internal control system, commensurate with size, scale and complexity of its operations. The internal financials controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations. During the year, Internal Financial Controls (IFC) testing process was done in order to review adequacy and strength of IFC followed by the company. As per the assessment, there are no major concerns and no reportable material weaknesses in the design or operation were observed. The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems were adequate and operating effectively. The details of Internal control system and adequacy are mentioned in the Management Discussion and Analysis, Annexure A forming an integral part of this Report.

23. MEETINGS:

The details of number of meetings of the Board held during the Financial year 2015-16 are provided in Corporate Governance Report (Annexure F).

24. RELATED PARTY TRANSACTIONS:

All related party transactions were placed before the Audit Committee and the Board for their approval. Omnibus approval was obtained on a yearly basis for transactions which were of routine and repetitive nature. The transactions entered into pursuant to omnibus approval were placed before the Audit Committee and Board on quarterly basis. The policy on Related party transactions as approved by the Board of Directors has been uploaded on the website of the Company, www.gulfoilindia.com/upload/pdf/policy-on-materiality- and-dealings.pdf. Pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounting) Rules, 2014 there were no material transactions, contracts or arrangements entered with Related Party as on March 31, 2016. None of the Directors has any pecuniary relationship or transactions vis-a-vis the Company except as disclosed at appropriate places. A statement showing Related Party Transactions entered during the year is given under Note 31 to the Financial Statements.

25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There were no significant and material orders passed by the Regulators /Courts that would impact the going concern status of the Company and its future operations.

26. DIRECTORS RESPONSIBILITY STATEMENT:

To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statements in terms of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the Board 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 and of the profit and loss of the company for that period;

c) the Board had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the Board had prepared the annual accounts on a going concern basis;

e) the Board 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

f) the Board had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

27. AUDITORS INCLUDING COST AUDITORS, SECRETARIAL AUDITOR:

M/s Price Waterhouse, Chartered Accountants (Firm Registration No. 301112E) who are the Statutory Auditors of the Company hold office upto the ensuing 8th Annual General Meeting. The Audit Committee and the Board of Directors have recommended their re-appointment for the financial year 2016-17. The necessary resolution is being placed before the Members for approval. As required under the provisions of section 139 and 141 of the Companies Act, 2013, the Company has obtained written confirmation from M/s Price Waterhouse, that their appointment, if made, would be in conformity with the limits specified in the said section.

Cost Auditors:

As per the requirements of Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has been carrying out audit of cost records relating to Company.

The Board, on recommendation of Audit Committee, has appointed M/s Dhananjay V. Joshi & Associates, Cost Accountants (Firm Registration No.000030), as Cost Auditors of the Company to audit the cost records of the company for the financial year 2016-17 for a remuneration of Rs.2,75,000/- (Rupees Two lakhs Seventy Five Thousand only) plus service tax as applicable and reimbursement of out of pocket expenses . As required, under the Companies Act, 2013, a resolution seeking Members approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the 8th Annual General meeting of the Company.

Secretarial Auditor:

Pursuant to section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed M/s BS & Company, Company Secretaries LLP (Firm Registration No AAE-0638.) to carry out secretarial Audit of the Company. The secretarial audit Report enclosed as Annexure D and forming integral part of this Report.

There are no audit qualifications for the year under review.

28. EXTRACT OF ANNUAL RETURN:

The details of extracts of Annual Return in Form MGT-9, as required under section 92 of the Companies Act, 2013 are enclosed as Annexure E and forming integral part of this Report.

29. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

Pursuant to section 197(12) of the Companies Act, 2013 read with Rule 5(1) to 5(3) and pursuant to section 136 of the Companies Act, 2013 and relevant rules thereto, the disclosure pertaining to remuneration and other details of employees of the Company are made available for inspection at the Registered office of the Company with the Company Secretary during working hours and any Member interested in obtaining such information may write to the Company Secretary and the same shall be provided without any fee.

30. ACKNOWLEDGMENT:

Your Directors thank the various Government and other statutory bodies for the continued help and co-operation extended by them to your Company. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

For and on behalf of the Board

Sanjay G. Hinduja

Chairman

(DIN: 00291692)

Place: Mumbai

Date: August 3, 2016

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Mar 31, 2015

The Directors are pleased to present the seventh Annual Report and Audited Accounts for the financial year ended March 31, 2015. This Report and Audited Accounts for the Year ended 31st March, 2015 are being presented for the first time after demerger of Lubricants Business of earlier Gulf Oil Corporation Limited into the Company with Appointed Date 1st April, 2014, as per Scheme of Arrangement between Gulf Oil Corporation Limited ("Transferor Company/ Demerged Company/GOCL") and Gulf Oil Lubricants India Limited ("Transferee Company" / "Resulting Company" / "GOLIL"/"Company"") and their respective shareholders and creditors. Hence, the financial results for the year 2014-15 are not comparable to the previous year figures.

1 FINANCIAL RESULTS:

Rs. Lakhs

2014-15 2013-14

Profit Before Taxation 11,603.88 (0.57)

Taxation:

Current Tax 3,531.13

Deferred Tax 331.79

Profit After Taxation 7,740.96 (0.57)

Balance brought forward (0.78) (0.21) from previous year

Less Transitional 129.05 Depreciation on revision of useful life of Fixed assets, debited to opening Reserves and Surplus(Net of Tax)

Balance available for 7,611.13 (0.78) appropriation

Appropriations:

Interim Dividend paid on 991.45 Equity Shares for the year

Dividend distribution Tax on 168.49 Interim Dividend

Proposed Final Dividend on 1,735.04 Equity Shares for the year

Dividend distribution Tax on 353.21 Final Dividend

Transfer to General Reserve 500.00

Balance Carried to Balance 3,862.94 (0.78) Sheet

PERFORMANCE HIGHLIGHTS:

Demerger of lubricants business (w.e.f. 01st April 2014) with the vision of creating a pure play stand alone separately listed Lubricant Company i.e. GOLIL has turned to be a step in the right direction and has unlocked a significant value for the Shareholders.

The lubricants business in form of a separate entity has continued to tread on a growth trajectory by outperforming the industry and has delivered a Net Revenue growth of 12.2% and growth in Profit before tax of 13.6% for the year over the last financial year. Net Revenues for the year 2014-15 was Rs. 96,748.17 Lakhs as compared to Rs. 86,261.09 Lakhs in the previous year and Profit Before Tax was Rs. 11,603.88 Lakhs (Rs. 10,216.32 Lakhs in the previous year) as Lubricants Division. Company''s EBIDTA has shown a healthy growth of 21% YoY with EBIDTA margins at 13.6%, an improvement of 100 bps for the year over previous year for Lubricants business.

Profit After Tax for the year was Rs. 7,740.96 Lakhs resulting in an Earnings Per Share (EPS) of Rs. 15.62 for the year.

Performance highlights are discussed in detail in the Management Discussion and Analysis enclosed as Annexure A and forming integral part of this Report.

2 DIVIDEND:

During the year, the Board at their meeting held on September 25, 2014, declared an Interim Dividend of Rs.2/- per share i.e. 100% of the Face Value of the Equity Share. The said Interim Dividend was paid to all eligible shareholders on October 17, 2014. The Board has recommended a final dividend of Rs. 3.50 (175% on the Face Value of Rs. 2 per share) per equity share for the year 2014-15. The final dividend of Rs. 1,735.04 Lakhs, if approved by the Shareholders at the ensuing Annual General Meeting, will be paid out of the profits for the current year to all Shareholders of the Company whose names appear on the Register of Members as on the date of the Book Closure.

With this, the total dividend for the full year 2014-15 shall stand at Rs. 5.50 per share ( 275% on Face Value of Rs.2/-).

3 SCHEME OF ARRANGEMENT AND LISTING OF SHARES:

The Hon''ble High Court of Andhra Pradesh, vide its order dated April 16, 2014 has approved the Scheme of Arrangement between Gulf Oil Corporation Limited ("Transferor Company/Demerged Company/GOCL") and Gulf Oil Lubricants India Limited ("Transferee Company" / "Resulting Company" / "GOLIL"/"Company"") and their respective shareholders and creditors. The Scheme provided for demerger and transfer of the Lubricants Undertaking of Gulf Oil Corporation Limited to Gulf Oil Lubricants India Limited, w.e.f. April 1, 2014 (the appointed date under the Scheme) pursuant to Section 391 to 394 read with Sections 78, 100 to 104 of the Companies Act, 1956. Upon filing the Order of the High Court with the Registrar of Companies at Hyderabad, the Scheme became effective on May 31, 2014.

Pursuant of Scheme of Arrangement, shareholders of GOCL have been allotted 1 (one) fully paid equity share of face value Rs.2/- each in Gulf Oil Lubricants India Limited for every 2 (two) equity shares held in GOCL and simultaneous effect was given to capital reduction / reorganization in GOCL by allotting 1 (one) new GOCL fully paid equity share of face value Rs.2/- each for every such two old GOCL shares. These GOCL and GOLIL shares have been issued and allotted on June 12, 2014 to the eligible shareholders of GOCL whose names appeared on the Register of Members as on the Record Date i.e. June 5, 2014. New share certificates of GOLIL have been dispatched to all the Shareholders on June 18, 2014 and dematerialsed shares have been credited to the demat accounts of the shareholders by Central Depository Services India Limited on June 20, 2014 and National Securities Depository Limited on June 21, 2014. The Company has been admitted for listing and trading on BSE Limited (BSE) and National Stock Exchange India Limited (NSE) with effect from July 31, 2014.

4 SHARE CAPITAL:

During the year, the Authorised share capital has increased to Rs. 9,96,44,980/- divided into 4,98,22,490 equity shares of Rs. 2/- each from Rs. 5,00,000/- divided into 50,000 equity shares of Rs.10/- each, pursuant to the Scheme of Arrangement. Further the Company allotted 4,95,72,490 equity shares of Rs.2/-each on June 12, 2014 and the earlier paid-up capital of Rs.5,00,000 divided into 50,000 equity shares of Rs.10/- were cancelled pursuant to the scheme of arrangement . For details of share capital of the Company, please refer Note 2 to the Financial Statements.

Subsequent to the year end, with effect from May 13, 2015, the authorized share capital of the Company further increased to Rs. 10,46,27,228 divided into 5,23,13,614 equity shares of Rs.2/- each.

5 REGISTERED OFFICE OF THE COMPANY:

Subsequent to the year end, the approval of the Shareholders was obtained on May 13, 2015, through Postal Ballot process for shifting of Registered Office of the Company from Hyderabad, State of Telangana to Mumbai, the State of Maharashtra.

The approval of Regional Director was received on July 3, 2015 approving the shifting of Registered Office

of the Company to Mumbai, State of Maharashtra. The new address of the Registered Office of the Company is "IN Centre, 49/50, M.I.D.C., 12th Road, Andheri (East), Mumbai – 400 093, Maharashtra, India.

6 MANAGEMENT DISCUSSION AND ANALYSIS:

Management discussion and Analysis Report is provided separately in the Annexure A forming integral part of this Report.

7 VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has adopted Whistle Blower and Vigil Mechanism policy for Directors and Employees of the Company. The Company has established a secured system to enable Directors and Employees to report their genuine concerns, generally impacting / affecting business of our Company, including but not limited to improper or unethical behavior / misconduct / actual or suspected frauds / violation of Company''s code of conduct. All protected disclosures concerning financial or accounting matters should be addressed, in writing, to the Chairman of the Audit Committee of the Company for investigation.

In respect of all other protected disclosures, those concerning the Ombudsman and employees at the levels of senior Vice President and above should be addressed to the Chairman of the Audit Committee of the Company and those concerning other employees should be addressed to the Ombudsman of the Company. The Ombudsman may refer the matter to the Chairman of the Audit Committee depending upon the importance of the matter. Further details are posted on the website of the Company www.gulfoilindia.com .

8 PUBLIC DEPOSITS:

The Company has not accepted any deposits during the year from the Public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

9 RESEARCH & DEVELOPMENT:

Company''s Research & Development (R&D) and quality control facility located at Silvassa has comprehensive testing facilities for testing and development of automotive and industrial lubricants. It is staffed with well qualified & experienced scientists and technologists for development of product formulations.

Although Company receives global product formulations from Gulf Oil International under the license agreement, the R&D Centre located at Silvassa adopts the global product formulations based on local raw materials and operating conditions meeting the specific needs of local OEM''s and lubricants market in India.

10 SUBSIDIARIES:

The Company does not have any subsidiary as on March 31, 2015.

11 HUMAN RESOURCES / INDUSTRIAL RELATIONS, ESOP SCHEME:

The Company successfully grew its talent acquisition, retention and development plans during the year, Cordial industrial retention and low absenteeism contributed to higher output levels. The focus on employee development and efforts to enhance competency levels through training programs continued. Detailed information on this section has been provided in the "Management Discussion and Analysis in the Annexure A, which is forming integral part of this Report.

12 DISCLOSURE UNDER PREVENTION OF SEXUAL HARASSMENT POLICY:

During the year under review and post completion of de- merger process, the Company adopted Prevention Of Sexual Harassment (POSH) policy. A separate internal Committee has been constituted under the policy. No complaints were received under POSH during the year ended March 31, 2015.

13 REMUNERATION POLICY:

The Board has adopted a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and senior Management of the Company. The policy also lays down the criteria for selection and appointment of Board members. The details of the policy are provided in the Annexure F to this Report.

14 CORPORATE SOCIAL RESPONSIBILITY INITIATIVES AND PROGRAMS:

Post de-merger, the Company constituted a Corporate Social Responsibility (CSR) Committee on June 6, 2014. The Company has initiated activities under CSR initiatives in the area of education, rural development and promoting health care in and around its area of operations and local area at Silvassa, DNH. These projects are in accordance with schedule VII of the Companies Act, 2013 and Company''s CSR policy. A report on CSR activities as required under Companies (Corporate social responsibilities Policy) Rules, 2014 is set out in Annexure B forming part of this Report.

This being the first year of separate operations for the Company and in order to stabilize the operations under a new listed entity w.e.f. its listing on July 31, 2014, the Board has not been able to spend full CSR amount as contemplated in the guidelines and has taken up various steps to identify additional CSR projects to meaningfully spend full amount under CSR in the coming years.

15 DIRECTORS:

During the year under review, the Board of Directors, on recommendation of Nomination and remuneration committee, appointed Mr. Ravi Chawla as Managing Director of the Company for a period of 3 years effective from June 6, 2014. 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.

Pursuant to the Scheme of Arrangement between Gulf Oil Corporation Limited (the Demerged Company) and your Company (Resulting Company), the Board was reconstituted on May 29, 2014 by appointing Mr. Sanjay G. Hinduja, Mr. Ramkrishan P. Hinduja, Mr. M.S. Ramachandran, Mr. Ashok Kini and Mrs. Kanchan Chitale as Directors of the Company and thereafter Mr. S. Pramanik and Mr. T. T. Das have resigned on June 14, 2014 as directors of the Company.

At the ensuing Annual General Meeting of the Company to be held on September 22, 2015, Mr. Ramkrishan P. Hinduja, (Director) will retire by rotation. Mr. Ramkrishan P. Hinduja has not offered himself for re-appointment due to understandable pre-occupations and the vacancy caused by retirement by rotation of Mr. Ramkrishan P. Hinduja, will not be filled up at the ensuing Annual General Meeting to be held on September 22, 2015 or any adjournment thereof. The Board placed on record its appreciation of contributions made by him during his tenure.

KEY MANAGERIAL PERSONNEL:

During the year under review, the Board of Directors at their meeting held on June 6, 2014 have appointed Key Managerial Personnels namely, 1) Mr. Ravi Chawla, Managing Director, 2) Mr Manish Kumar Gangwal, Chief Financial Officer and 3) Mr Vinayak Joshi, Company Secretary and Compliance Officer.

16 BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing agreement, a Board evaluation process was completed through a process of structured questionnaire and taking into consideration various aspects of the Board''s functioning, composition, culture, obligation and governance. The Board of Directors expressed their satisfaction with the evaluation process.

17 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as required pursuant to section 134(3) of the companies Act, 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure C and forming integral part of this Report.

18 INFORMATION ON STOCK EXCHANGES:

The Company''s equity shares are listed on BSE Limited (Designated Exchange) and The National Stock Exchange of India Limited with effect from July 31, 2014.

19 CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a Report on Corporate Governance together with compliance certificate issued by Practicing Company Secretary are given separately in Annexure F forming an integral part of this Report.

20 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The details of Loan, Guarantees and Investments outstanding as on March 31, 2015 under Section 186(4) of the Companies Act, 2013 are provided in Note 11 and 25 to the Financial Statements.

21 MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN MARCH 31, 2015 AND JULY 28, 2015 (DATE OF THE REPORT):

There were no material changes and commitments affecting the financial position of the Company between the end of financial year (March 31, 2015) and the date of the Report (July 28, 2015).

22 RISK MANAGEMENT POLICY:

The details of development and implementation of Risk Management Policy for the Company are given in Annexure A, forming part of this Report

23 INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The details of internal control System and their adequacy are mentioned in the "Management Discussion And Analysis" enclosed as Annexure A, forming part of this Report.

24 MEETINGS:

The details of number of meetings of the Board held during the Financial year 2014-15 are provided in Corporate Governance Report.

25 RELATED PARTY TRANSACTIONS:

All related party transactions were placed before the Audit Committee and the Board for their approval. Omnibus approval was obtained on a yearly basis for transactions which were of routine and repetitive nature. The transactions entered into pursuant to omnibus approval were placed before the Audit Committee and Board on quarterly basis. The policy on Related party transactions as approved by the Board of Directors has been uploaded on the website of the Company, www.gulfoilindia.com/upload/pdf/ policy-on-materiality-and-dealings.pdf. Pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounting) Rules, 2014 there were no material transactions, contracts or arrangements entered with Related Party as on March 31, 2015. None of the Directors has any pecuniary relationship or transactions vis-à-vis the Company. A statement showing Related Party Transactions entered during the year is given under Note 31 to the Financial Statements.

26 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There were no significant and material orders passed by the Regulators /Courts that would impact the going concern status of the Company and its future operations.

27 DIRECTORS RESPONSIBILITY STATEMENT:

To the best of our knowledge and belief and according to the information and explanations obtained by us , your Directors make the following statements in terms of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the Board 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 and of the profit and loss of the company for that period;

c) the Board had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the Board had prepared the annual accounts on a going concern basis; and

e) the Board 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

f) the Board had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

28 AUDITORS INCLUDING COST AUDITORS, SECRETARIAL AUDITOR:

M/s Price Waterhouse, Chartered Accountants (Firm Registration No. 301112E) who are the Statutory Auditors of the Company hold office upto the ensuing seventh Annual General Meeting. The Audit Committee and the Board of Directors have recommended their re-appointment for the financial year 2015-16. The necessary resolution is being placed before the Members for approval.

As required under the provisions of section 139 and 141 of the Companies Act, 2013, the Company has obtained written confirmation from M/s Price Waterhouse, that their appointment, if made, would be in conformity with the limits specified in the said section.

Cost Auditors:

As per the requirements of Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has been carrying out audit of cost records relating to Lubricants business.

The Board, on recommendation of Audit Committee, has appointed M/s Dhananjay V. Joshi & Associates, Cost Accountants (Firm Registration No.000030), as Cost Auditors of the Company to audit the cost records of the company for the financial year 2015-16 for a remuneration of Rs. 2,25,000 (Rupees Two Lacs Twenty Five Thousand only )plus service tax as applicable and reimbursement of out of pocket expenses . As required, under the Companies Act, 2013, a resolution seeking Members approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the seventh Annual General meeting of the Company.

Secretarial Auditor:

Pursuant to section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed M/s BS & Company, Company Secretaries LLP (Firm Registration No AAE-0638.) to carry out secretarial Audit of the Company. The secretarial audit Report enclosed as Annexure D and forming integral part of this Report.

There is no audit qualification for the year under review.

29 EXTRACT OF ANNUAL RETURN:

The details of extracts of Annual Return in Form MGT-9, as required under section 92 of the Companies Act, 2013 are enclosed as Annexure E and forming integral part of this Report.

30 PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules are provided in the Annexure forming part of the Annual Report.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annexure forming part of the Annual Report.

Having regard to the provisions of Section 136(1) read with its relevant provisions of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the Members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours and any Member interested in obtaining such information may write to the Company Secretary and the same will be furnished without any fee and free of cost.

31 ACKNOWLEDGEMENT:

Your Directors thanks the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them to your Company. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

For and on behalf of the Board

Sanjay G. Hinduja

Chairman

(DIN: 00291692)

Place: Mumbai

Date: July 28, 2015