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

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:

*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:

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:

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:

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:

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 secretarial@gulfoil.co.in.

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)