Gulf Oil Lubricants India Ltd Directors Report.

Dear Shareholders,

The Board of Directors of Gulf Oil Lubricants India Limited ("the Company" or "your Company") is pleased to present their 13th 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, 2021 ("financial year under review" or "financial year 2020 – 21").

1. FINANCIAL SUMMARY AND OPERATIONAL HIGHLIGHTS

(Rs. in Lakhs)
Particulars For the year ended March 31, 2021 For the year ended March 31, 2020
Revenue from Operations 1,65,220.51 1,64,415.20
Profit before finance cost, depreciation & tax 31,724.61 32,207.64
Less: Finance Costs 1,463.63 2,483.17
Profit before depreciation & tax 30,260.98 29,724.47
Less: Depreciation/Amortization 3,386.93 3,270.44
Profit Before Taxation 26,874.05 26,454.03
Taxation
Current Tax 6,985.26 6,625.26
Deferred Tax (119.79) (423.39)
Profit After Taxation 20,008.58 20,252.16
Balance brought forward from previous year 51,964.86 37,152.78
Impact of change in accounting policy on adoption of Ind-AS-116-Lease (net of tax) - (157.84)
Appropriations
Interim Dividend declared and paid on Equity Shares for FY-19-20 (3,507.40) -
Interim Dividend paid on Equity Shares for FY-20-21 (3,521.68) -
Final Dividend paid on Equity Shares (3,512.40) (3,505.91)
Dividend Distribution Tax on Final Dividend for FY-2018-19 - (720.64)
Other Comprehensive Income (OCI) 13.97 (55.69)
ESOP Adjustment 69.39 -
Transfer to General Reserve (1,000.00) (1,000.00)
Balance Carried to Balance Sheet 60,515.32 51,964.86

2. OPERATIONAL PERFORMANCE / STATE OF AFFAIRS

Financial Performance

The Company has demonstrated strong resilience during a very challenging year by delivering Revenues, PBT and PAT in line with the previous year, in spite of significant market and cost challenges posed by Covid-19 situation.

Net revenues for the year 2020-21 was C 1,65,220.51 lakhs (C 1,64,415.20 lakhs in the previous year), Profit before tax for the financial year 2020-21 was C 26,874.05 lakhs (C 26,454.03 lakhs in the previous year). Profit after tax for the financial year 2020-21 was C 20,008.58 lakhs (Previous year C 20,252.16 lakhs) resulting in an Earnings Per Share (Basic) of C 39.86 (Previous year C 40.51).

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.

Business Impact of COVID-19

The outbreak and prolonged continuation of the COVID-19 pandemic has led to an unprecedented health crisis and has disrupted economic activities and global trade while weighing on consumer sentiments.

Over the past financial year, your Company has been continuously working towards implementing various steps to mitigate the effect of the pandemic while keeping the safety of its employees, trade partners and other associates as of paramount importance. Your Company has been able to keep the wheels of its supply chain moving for most part of the financial year, which helped in achieving business results at similar levels to previous financial year. Your Companys proactive adoption of digital technologies has placed it at a competitive advantage by enabling its workforce to seamless transit to Work From Home environment for most functions except at plants and warehouses and enabled them to perform their respective functions in a seamless manner including many new business development initiatives, which resulted in new customer acquisitions even during lockdowns.

3. DIVIDEND FOR FINANCIAL YEAR 2020-21

The Board of Directors are pleased to recommend a final dividend of C 9/- (Gross) per equity share of the face value of C 2/- each (being 450 % on face value) for the financial year 2020-21, payable to those Members whose names appear in the Register of Members and list of beneficial owners at the close of business hours on Thursday, September 09, 2021.

The final dividend on Equity Shares fully paid is subject to the approval of the Shareholders at the 13th Annual General Meeting ("AGM") scheduled to be held on September 16, 2021. The final dividend once approved by the Shareholders will be paid on or before October 15, 2021.

The Register of Members and Share Transfer Books of the Company will remain closed from Friday, September 10, 2021 to Thursday, September 16, 2021 (both days inclusive) for payment of the final dividend for the Financial Year 2020 – 21.

Earlier, the Board at their meeting held on February 05, 2021, had declared an Interim Dividend of Rs. 7/- (Gross) of the face value of Rs. 2/- each (being 350% of the face value). The said Interim Dividend was paid to all eligible shareholders. Alongwith the final dividend as above, if approved at the ensuing AGM, the total dividend payout for the financial year 2020-21 shall stand at C 16/- per share ( 800%) on the face value of Rs. 2/- per share.

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

Taxation on Dividend

As per the provisions of the Income Tax Act, 1961 as amended by and read with the provisions of the Finance Act, 2020, with effect from April 1, 2020, dividend declared and paid by the Company is taxable in the hands of shareholders. The Company shall, therefore, be required to calculate deduction of tax at source (TDS) at the time of payment of dividend at the applicable rates.

Transfer to Reserves

During the year, Board has approved the appropriation of C 1,000 lakhs to General Reserves. (Previous year Rs. 1,000 lakhs).

Dividend Distribution Policy

The Company has adopted a Dividend Distribution Policy in compliance with Regulation 43A of the SEBI Listing Regulations. The Policy is enclosed herewith as Annexure - I and forms part of this Annual Report. The Dividend Distribution Policy is also placed on the Companys website and can be accessed from 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.

Transfer of unpaid dividend/unclaimed shares to Investor Education and Protection Fund ("IEPF"):

The Company will be transferring the interim dividend declared for the financial year ended March 31, 2015 and shares in respect of which dividend for the financial year 2014-15 and onwards has remained unpaid or unclaimed for seven consecutive years to Investors Education and Protection Fund established under sub-section (2) of section 125 of the Companies Act, 2013 ( "Act") and the IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016, within statutory timelines, if not claimed by the concerned shareholders in time. Members are requested to ensure that they claim the dividends before they are transferred to the said Fund. The due dates for the transfer of unclaimed dividends to IEPF are provided in the report on Corporate Governance.

Details of shares/shareholders in respect of which dividend has not been claimed, are provided on the website of the Company at https://www.gulfoilindia. com/investors/investor-information/unpaid-dividend/.

The shareholders are encouraged to verify their records and approach KFin Technologies Private Limited, the Companys Registrar and Share Transfer Agent ("RTA") for claiming their dividends of all the earlier seven years, if not claimed.

4. SHARE CAPITAL

During the financial year 2020 – 21 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 equity shares issued and allotted during the financial year under review rank pari-passu with the existing equity shares of the Company in all respects. There was no change in the authorized capital of the Company during the financial year under review.

As of March 31, 2021, the Authorized Share Capital and the Issued, Paid-up and Subscribed Capital of the Company stood as:

i. Authorized Share Capital:

C 10,46,27,228 (Rupees Ten Crores Forty Six Lakhs Twenty Seven Thousand Two Hundred and Twenty Eight Only) divided into 5,23,13,614 (Five Crores Twenty Three Lakhs Thirteen Thousand Six Hundred and Fourteen) Equity shares of C 2 each.

ii. Issued, Paid-up and Subscribed Capital:

Rs. 10,06,19,054 (Rupees Ten Crores Six Lakhs Nineteen Thousand and Fifty Four Only) divided into 5,03,09,527 (Five Crores Three Lakhs Nine Thousand Five Hundred and Twenty Seven Only) Equity shares of C 2 each.

5. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Vigil Mechanism as envisaged in the Act, the Rules framed thereunder and the SEBI Listing Regulations, is implemented through the Companys Whistle Blower and Vigil Mechanism Policy. The Companys 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 Companys 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 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 Company has revised the Whistle Blower policy to insert reporting of incidents of "Insider Trading" in terms of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time. The revised 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://www.gulfoilindia.com/investors/ investor-information/policies/.

6. RESEARCH & DEVELOPMENT

Automobile sector has witnessed very difficult period with slowing economy, regulatory changes and the effects of COVID-19 pandemic. In this difficult period, our R&D Centre is working hard on technology solutions addressing market needs, futuristic lubricants and assist OEM businesses. R & D is having well qualified staff with lot of energy to work under experienced scientists and technologists for development of product formulations ahead of the market needs. 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 proving more value to the customers also help in reducing carbon footprint and protection of environment by prolonging the usage of lubricating oils.

The company after successfully developing the solution for BS VI emission norms which has undergone through very stringent field validation, is now gearing towards the next level which demands for fuel economy lubricant and also working to adopt the evolution of e-mobility. We are ready with EV _uids such as transmission lubricants, coolants, greases and brake _uids with possible product differentiation attributes for the future electric vehicle models.

The Company continues to set trend by introducing the lubricants with latest specifications for commercial vehicles, passenger cars, motorcycles and scooters year after year. It adopts the 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 _uids etc.

7. SUBSIDIARIES/JOINT VENTURE/ASSOCIATES

The names of companies that have become or ceased to be its subsidiaries, joint ventures or associate companies during the financial year:

During the financial year 2020-21, none of the companies have become subsidiaries, joint ventures or associate companies of the Company.

Performance and financial position of subsidiaries, associates and joint venture companies:

As the Company has no subsidiaries, associates and joint venture companies as of March 31, 2021, the information related to the performance and financial position of subsidiaries, associates and joint ventures as per rule 8(1) of the Companies (Accounts) Rules, 2014 is not applicable.

8. HUMAN RESOURCES / INDUSTRIAL RELATIONS AND ESOP SCHEME

The financial year of 2020-21 was very unique & most of the time was affected by COVID-19 pandemic. It has accelerated the adoption of new ways of working. In the backdrop of pandemic and the way it impacted lives across the world, the HR initiatives increasingly focused on supporting employee well–being. The company has created safe operating guidelines for its plant & depot operations, sales teams in line with all the Govt. protocols released from time to time. The continuous communication & engagement of the employees was ensured on various related topics.

The company drives all its human capital interventions based on the Group guiding principles & Brand values. Human Resources plays an important role in achieving the required growth for the business through strong and well-structured HR processes.

We have a large diversified workforce spread across the locations within the country. The company follows the "Safety First" programme to promote safe practices across plant & non-plant locations as the employee wellbeing & safety are extremely critical.

During the financial year 2020–21, learning & development has seen a big push for using different approaches such as live online classroom (LOC) which are mainly through webinars, web-based training (WBT) in absence of classroom training. The post-training interventions such as online assessments, online assignments were also carried out to assess the training effectiveness. The "GOLD" Academy (Gulf Oil Learning & Development Academy) has helped the organisation to maintain its cutting edge in this area.

Various online engagement initiatives and continuous, open & transparent communication with employees have helped to maintain the employee morale in these difficult times & resulted in bounce back. This is evident through higher retention rate & improved engagement levels.

The company has further strengthened its online performance management system through ASPIRE (Align, Strive, Perform, Inspire, Reward, Enable) to enable the employees to achieve superior performance.

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 to the employees to participate in the growth of the Company and to create long-term wealth in the hands of employees. 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 the following Employee Stock Option scheme under the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 ("the SEBI SBEB Regulations"):

"Gulf Oil Lubricants India Limited- Employees Stock Option Scheme-2015"

The scheme of the Company complies with the provisions of the SEBI SBEB Regulations and there were no changes made to the said scheme during the financial year under review.

During the financial year 2020–21 the Stakeholder Relationship Committee, upon exercise of Options by the employees, allotted 2,03,817 equity shares to the eligible employees of the Company, as per the terms and conditions of "Gulf Oil Lubricants India Limited-Stock Option Scheme-2015" ("GOLIL-ESOP Scheme"). The total Stock Options outstanding as of March 31, 2021, are 2,18,553.

The certificate from the Statutory Auditor of the Company certifying that the above mentioned scheme has been implemented as per the SEBI SBEB Regulations and the resolutions passed by the Members for the Scheme, would be available for inspection during the meeting in electronic mode by the Members.

Disclosure about the Scheme, as required under Regulation 14 of the SEBI SBEB Regulations read with the SEBI Circular CIR/ CFD/POLICY CELL/2/2015 dated June 16, 2015, has been uploaded on the website of the Company and can be accessed at the weblink: https:// www.gulfoilindia.com/investors/investor-information/ investor-disclosures/.

9. 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.

During the year under review, no cases were filed under the POSH Act.

10. 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://www. gulfoilindia.com/investors/investor-information/policies/.

11. CORPORATE SOCIAL RESPONSIBILITY ("CSR")

AND RELATED MATTERS

The CSR policy of the Company sets out our commitment & overall approach towards the CSR activities. The Company is instilled and guided by the values of our Group Founder, Shri. Parmanand Deepchand Hindujas belief, "My dharma (duty) is to work so that I can give". The Company is actively engaged in various

Programmes under CSR during the financial year 2020 – 21. A summary of the same is given below.

The Company has continued its multi year Programmes under CSR initiatives in the area of water conservation, vocational training & education, road safety and promoting healthcare in and around its area of operations and local area at Silvassa, DNH and Ennore, Chennai as detailed below. In addition, a significant part of its CSR budget for the financial year 2020 – 21 have been diverted towards Covid-19 related CSR measures to provide much needed resources to society at large in the _ght against ongoing pandemic.These projects are in accordance with Schedule VII of the Companies Act, 2013 and Companys CSR policy.

The Company, in addition from time to time, supports humanitarian aid activities in India, by providing relief and rehabilitation to people impacted by various natural calamities.

Lake Restoration: The Company has taken up the Lake Restoration project in Chennai. The first project taken up was "Thamaraikulam Lake Rejuvenation and Restoration Project" with help from Kathivakkam Municipality which is located 2.4 Kms from our Ennore Plant. 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 project is completed & handed over to the community. During the FY 2019-20 & FY 2020-21, the Company has taken up one more lake restoration project "Sathan Kadu Lake Rejuvenation and Restoration Project" with help from Chennai Municipality. The lake is located 10 Kms from our Ennore Plant. The work is in full swing & the project is expected to be completed by August2021.

Safe Drinking Water ATM: The Company has established two Safe Drinking Water ATMs at Ennore, Chennai with technical support from Sarvajal Piramal and Hinduja Foundation. The water ATMs are equipped with Watershed building, puri_cation equipment and borewell. Water ATMs will have a recharge bore to recharge groundwater using backsplash water and rooftop harvesting. The Company aims these ATMs to be net Water Positive. The company has already handed over one such ATM to the community. The second project is completed & soon will be handed over to the community.

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 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 Centre.

Kushal Mechanic Program: To make a positive impact on the Mechanics, the Companys initiative on vocational training known as "Kushal Mechanic Program" for two-wheeler mechanics who are lacking in formal education and training has continued although changed to an Online program due to social distancing norms during the pandemic. The Company has changed the training mode delivery to online training. The company also aims to start the similar programme covering four wheeler mechanics in near future with all India coverage. This initiative will be multi year programme with necessary impact analysis assessment.

Other Programs: During the pandemic crisis, a few more community support programmes were undertaken such as distribution of ration for the migrant workers at Silvassa, "Gulf Sath Hai" campaign – providing food voucher for mechanics, COVID Kavach- medical insurance support for the Distributor Sales Representatives, providing the channel to the farmers by sourcing the locally produced food to feed the marginalised communities who lost their livelihood in the pandemic. Some more initiatives includes - The vehicles under essential services were supported with free oil change at specified locations, the community in & around our Silvassa plant was supported with masks, hand sanitisers to protect themselves. These programmes aimed to help the community at large during the crisis situation.

CSR Policy

The Board has, pursuant to the recommendation of the CSR Committee, adopted a CSR Policy. During the financial year under review, the CSR Policy of the Company was amended to incorporate the amendments made in the CSR provisions pursuant to the Ministry of Corporate Affairs notification dated January 22, 2021. The revised policy was approved by the Board of Directors and the same 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 plans to undertake, falling within the purview of Schedule VII of the Act;

ii. Monitoring process of such project or programmes.

CSR Spend

During the financial year under review, out of the gross amount of C 521.65 lakhs required to be spent towards CSR as per requirements of the Act, the Company has spent C 471.65 lakhs on various CSR initiatives and an unspent amount of C 50 lakhs which was earmarked towards ongoing multi-year CSR project(s) and to be spent in the coming years, was transferred within thirty days from the end of the financial year under review to a special bank account in compliance with CSR provisions stipulated in the Act.

Annual Report on CSR

In terms of Section 135 of the Act, the details of the CSR spent during the financial year under review are provided in the Annual Report on CSR activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 and attached to this Report as Annexure - III.

12. MEETINGS OF THE BOARD AND COMMITTEES OF THE BOARD

During the financial year under review, seven (7) Board Meetings were convened and held and 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 the day before or on the day of the formal Board meeting, or whenever the need arises for transacting business.

13. COMMITTEES OF THE BOARD

The Company has five Board Committees as of March 31, 2021:

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 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.

14. DIRECTORS & KEY MANAGERIAL PERSONNEL

As of March 31, 2021, 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.

Appointment of Directors

During the financial year under review, the Board of the Company, on recommendations of the NRC, inter-alia, approved the following 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 13th Annual General Meeting.

Mr.Munesh Khanna–Non-Executive Independent Director

The Board of Directors of the Company, based on the recommendation of the NRC, appointed Mr. Munesh Khanna (DIN: 00202521) as an Additional and Non- Executive Independent Director, not liable to retire by rotation for a term of 5 consecutive years with effect from November 06, 2020. Mr. Munesh Khanna holds office as an Additional Director up to the date of the ensuing 13th AGM of the Company. The Company received a notice under Section 160 of the Act, from a member signifying his intention to propose the candidature of Mr. Munesh Khanna to the office of Director of the Company in the category of Independent Director.

Further, in the opinion of the Board, Mr. Munesh Khanna is a person of high integrity, expertise and experience and qualifies to be 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. Sanjay G. Hinduja (DIN: 00291692) Chairman 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 Managing Director & CEO and Independent Directors of the Company are not liable to retire by rotation.

Cessation

Mr. Ashok Kini (DIN: 00812946) ceased to be a Director of the Company effective from December 12, 2020, on completion of his second term as an Independent Director.

The Board places on record its deep appreciation and sincere thanks to our outgoing Director, namely Mr. Ashok Kini, for his invaluable contribution to guide the company & management teams, to shape and achieve the vision for the company. During his tenure, the company has benefitted from his steer, right through the companys progressive journey over all these years, especially in the areas of business strategies, governance and social responsibilities.

Declaration by Independent Directors

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

1. They meet the criteria of independence as prescribed under the the Act, read with the Schedule and Rules issued thereunder and the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company; and

2. They have registered themselves with the Independent Directors Database maintained by the IICA.

In the opinion of the Board, the Independent Directors fulfill the conditions specified under the Act, the Rules made thereunder and SEBI Listing Regulations, are independent of the management and are persons of high integrity, expertise and experience.

Key Managerial Personnel

As of March 31, 2021, the following persons have been designated as 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:

1) Mr. Ravi Chawla, Managing Director & CEO

2) Mr. Manish Kumar Gangwal, Chief Financial Officer

3. Ms. Shweta Gupta, Company Secretary & Compliance Officer

Changes in Key Managerial Personnel

During the financial year under review, Mr. Vinayak Joshi had resigned as Company Secretary and Compliance Officer w.e.f. September 1, 2020. The Board of Directors at its Meeting held on November 6, 2020, on the recommendation of the Nomination and Remuneration Committee ("NRC") appointed Mrs. Shweta Gupta as Company Secretary and Compliance Officer of the Company w.e.f. November 6, 2020.

15. 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.

16. 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.

17. 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 form part of this report.

18. BUSINESS RESPONSIBILITY REPORT

As stipulated in Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility Report of your Company, highlighting the initiatives taken by the Company in the areas of social, environmental, governance and economic responsibilities of business for the financial year 2020-21, in the prescribed format is provided separately in the Annexure-V and forms an integral part of this Report.

19. 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/.

20. CORPORATE GOVERNANCE

Your Company is committed to maintaining the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by 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, Company Secretaries, vide their certificate dated May 11, 2021, 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.

21. 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.

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

Details of loans, guarantees and investments outstanding as on 31st March 2021 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 to the Financial Statements of the Company.

23. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN MARCH 31, 2021 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 Financial Year 2020-21.

24. RISK MANAGEMENT POLICY

The Company has in place a Risk Management Policy for identification, assessment, measurement and reporting of various business risks faced by the Company. The Risk Management Committee 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. Senior management periodically reviews this risk management framework to keep updated and addresses emerging challenges. The Risk Management framework followed by the Company is elaborately detailed in the Management Discussion and Analysis section, forming an integral part of the Annual Report.

25. 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 were 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 Companys 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.

26. TRANSACTIONS WITH RELATED PARTIES

All related party transactions that were entered during the financial year under review were on arms length basis and predominantly in the ordinary course of business. Specific approval as required under the Act has been obtained for transaction not 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 Related Party Transactions. The Policy is uploaded on the Companys website and the same can be accessed at the weblink: https://www.gulfoilindia. com/investors/investor-information/policies/. This policy deals with the review and approval of related party transactions. During the financial year under review, there were no amendments in the said policy.

All related party transactions are placed before Audit Committee for review and approval. Prior omnibus approval is obtained for related party transactions which are repetitive and/or entered in the ordinary course of business and are at arms length basis. A statement on Related Party Transactions specifying the details of the transactions entered, under each omnibus approval granted, is placed for review at the meeting of the Audit Committee every quarter.

All transactions with related parties are as per the policy on related party transactions 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, except one transaction as detailed below 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 arms length basis" and • not "material"

During the year under review, the Company has with the approval of the Board of Directors entered into the transaction with Gulf Oil International Limited (GOIL) being a related party for the acquisition of shares of Indra Renewable Technologies Limited (Indra), a Company incorporated under the laws of England and Wales and said transaction was done at arms length basis but was not in the ordinary course of business of the Company.

The justification for entering into such contract or arrangement is as below:

• Indias Electric Vehicle (EV) scenario will be evolving over the next few years.

• Indra commands around 5% market share in the UK home EV chargers segment and is establishing itself fast.

• The Company will have access to this technology and also exclusivity for the Indian market from Indra.

• Participating in an evolving category will open vast expansion space for the Company in the Indian market.

• In addition, the Company will be able to participate in the growth journey in UK and European markets.

Accordingly, Form No. AOC-2, prescribed under the provisions of Section 134(3)(h) of the Act and rule 8 of the Companies (Accounts) Rules, 2014, for disclosure of details of related party transactions, which are "not at arms length basis" and also which are "material and at arms length basis", is not provided as an annexure of this Report.

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

27. DIRECTORS RESPONSIBILITY STATEMENT

The audited financial statements of your Company for the financial year under review ("financial statements") conform with the requirements of the Act read with the rules made thereunder and the Accounting Standards. The financial statements fairly reflect the form and substance of transactions carried out during the financial year under review and reasonably present your Companys financial condition and results of operations.

Your directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b) accounting policies selected have been applied consistently and reasonable & prudent judgments and estimates were made, to give a true and fair view of the state of affairs of your Company as at the end of the financial year under review and the profit & loss of your Company for the financial year under review;

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

d) the annual accounts of your Company have been prepared on a going concern basis; e) adequate internal financial controls were laid down and followed by your Company and such internal financial controls were operating effectively; and

f) proper systems have been devised by your Company to ensure compliance with the provisions of all applicable laws and such systems were 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").

28. 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 11th AGM, for a term of 5 years to hold office until the conclusion of the 16th Annual General Meeting of the Company.

Further, the Auditors Report "with an unmodified opinion", given by the Statutory Auditors on the financial statements of the Company for the financial year 2020-21, 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 self-explanatory 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 financial year 2020-21.

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.

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 financial year 2021-22 for a remuneration of C 3,50,000/- (Rupees Three Lakhs Fifty thousand only) plus applicable taxes and reimbursement of out-of-pocket expenses.

The remuneration payable to the Cost Auditor is subject to rati_cation 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 2021-22 has been included in the Notice of the forthcoming 13th Annual General Meeting of the Company. The Directors recommend the same for approval by the Members.

29. INTERNAL AUDIT

Your Company has in place an adequate internal audit framework to monitor the ef_cacy of the internal controls to provide to the Audit Committee and the Board of Directors, an independent, objective and reasonable assurance on the adequacy and effectiveness of the Companys processes. 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, 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.

30. 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 Boards Report.

Further, a statement containing such particulars of employees as required in terms of 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, 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 secretarial@gulfoil.co.in.

31. CEO/CFO CERTIFICATION

As required under Regulation 17(8) read with Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the CEO/CFO certificate is attached with the annual report as

Annexure-VIII.

32. 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, 2021, 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 aplication 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 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.

33. 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 financial 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 even during current challenging business environment.

For and on behalf of the Board
Sanjay G. Hinduja
Place: Italy Chairman
Date: August 12, 2021 (DIN: 00291692)