Gulf Oil Lubricants India Ltd Directors Report

Dear Members,

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 Boards Report is prepared based on the Audited Financial Statements of the Company for the financial year under review.

OVERVIEW OF FINANCIAL PERFORMANCE

(Rs In Lakhs)

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

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

On Standalone basis, net revenue for the financial year 2024- 25 was up 8.23% at Rs 3,55,436.07 lakhs (Rs 3,28,409.68 lakhs in the previous year). Profit before tax for the financial year 2024- 25 was up 17.48% at Rs 48,574.28 lakhs (Rs 41,345.51 lakhs in the previous year). Profit after tax for the financial year 2024- 25 was up 17.58% at Rs 36,224.97 lakhs (Rs 30,809.85 lakhs in the previous year) resulting in an Earnings Per Share (Basic) of Rs 73.57 (Rs 62.79 in the previous year), up by 17.17%.

On Consolidated basis, net revenue for the financial year 2024-25 increased by 10% to Rs 3,63,116.09 lakhs, compared to Rs 3,30,115.31 lakhs in the previous year. Profit before tax grew by 16.29% to Rs 47,947.02 lakhs (Rs 41,229.66 lakhs in the previous year), while profit after tax rose by 16.03% to Rs 35,738.73 lakhs (Rs 30,801.70 lakhs in the previous year). This resulted in Earnings Per Share (Basic) of Rs 73.09, reflecting an increase of 16.46% from Rs 62.76 in the previous year.

DIVIDEND

Based on the Companys 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 Rs 48 per equity share which includes payment of interim dividend of Rs 20 per equity share in February, 2025 and a final dividend of Rs 28 per equity share as recommended by the Board. This signifies, in total, 2400% dividend on the face value of Rs 2 per equity share.

In the FY 2023-24, the Company paid a total dividend of Rs 36 per equity share which included interim dividend of Rs 16 per equity share, and final dividend of Rs 20 per equity share. This represents, in total, 1800% dividend on the face value of Rs 2 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 Companys 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 Companys 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 Rs 1,000 lakhs to the General Reserve. (Previous year: Rs 1,000 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 Companys issued, subscribed and paid-up equity capital stood at Rs 9,86,08,900 consisting of 4,93,04,450 equity shares of face value of Rs 2 each.

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

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

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

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

COMPANYS 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 Companys 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 Companys automotive product portfolio includes a variety of lubricants designed for different vehicle types:

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

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

Industrial Products

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

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

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

Diesel Exhaust Fluid - AdBlue? and Emission Reduction

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

Innovation and Sustainability

The Company is committed to continuous innovation, particularly in the areas of sustainability and environmental responsibility. The development of AdBlue? and other eco- friendly products demonstrates the Companys 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 Companys 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 Companys manufacturing facilities are strategically located and have the following annual production capacities on two shift basis:

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

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

ISO Certifications

The Companys 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 Companys 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 Companys 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 Companys 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.

TECHPERSPECTs expertise in digital platforms complements the Companys strategic push into the electric mobility sector, particularly through its subsidiary TIREX, which manufactures DC chargers. The association with TECHPERSPECT strengthens the Companys 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 Companys 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 Companys 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. Singhs 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 Companys 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 Companys 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 Chawlas 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 Chawlas 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 Boards 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 Directors 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 Companys 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 Boards or Committees 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 Companys 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 Companys 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 Companys 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 Companys governance practices remain in line with the best practices. The Companys 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 Companys 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 Companys 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 Companys 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 Companys approach towards compensation for its Directors, Key Managerial Personnel, and Senior Management. This policy reflects the Companys 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 Companys 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 Companys 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 Companys 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 Rs 747.80 lakhs towards CSR activities which is higher by Rs 75.58 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 todays 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 Companys 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 arms length basis. No RPTs were material in nature, and all were aligned with the Companys 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 arms 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 arms 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 Auditors Report with an “unmodified opinion” on the Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 employees 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 Companys 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 Companys 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 womens 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 Companys 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 Companys 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 committees membership, ensuring balanced representation.

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

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

The Policy is accessible to all employees and is available on the Companys 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 Companys 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 Companys 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 Companys 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)