DIRECTORS' REPORT

The Board of Directors is pleased to present the 18^th (Eighteenth) Annual Report on the business and operations of Gulf Oil
Lubricants India Limited (“the Company”) together with the Audited Financial Statements (Standalone and Consolidated) for the
financial year ended March 31, 2026.

FINANCIAL HIGHLIGHTS

The financial statements for the financial year 2025-26 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 Companies Act, 2013 (“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 2025-26 was up 12.29% at H 3,99,130.58 lakhs (H 3,55,436.07 lakhs in
the previous year). Profit before tax for the financial year 2025- 26 was H 47,136.76 lakhs (H 48,574.28 lakhs in the previous year).

Profit after tax for the financial year 2025-26 was H 35,091.86 lakhs (H 36,224.97 lakhs in the previous year). Earnings Per Share
-Basic (before exceptional item) was up by 1.32% to H 74.54 (H 73.57 in the previous year).

On Consolidated basis, net revenue for the financial year 2025-26 increased by 11.70% to H 4,05,604.06 lakhs, compared to
H 3,63,116.09 lakhs in the previous year. Profit before tax was H 46,319.68 lakhs (H 47,947.02 lakhs in the previous year), while
profit after tax was H 34,484.94 lakhs (H 35,738.73 lakhs in the previous year). Earnings Per Share -Basic (before exceptional item)
was up by 1.12% to H 73.91 (H 73.09 in the previous year).

DIVIDEND AND DIVIDEND DISTRIBUTION POLICY

Based on the Company’s resilient performance and its continued focus on long term value creation, the Board of Directors has
declared/recommended the following dividends:

The dividend recommended/declared is in accordance with the Company’s Dividend Distribution Policy. The policy is focused
on balancing shareholder rewards with the need to retain capital for future growth. The Company has consistently maintained a
solid track record of dividend payouts. The said policy, in terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“SEBI Listing Regulations”), is available on the Company’s website and can be accessed at
https://india.gulfoilltd.com/investors/investor-information/policies/Dividend-Distribution-Policy.

The final dividend for the FY 2025-26 is subject to the approval by the shareholders at the upcoming 18th Annual General
Meeting (“AGM”) and shall be subject to deduction of income tax at source (“TDS”) at such rates (along with surcharge and
cess), as applicable.

TRANSFER TO RESERVES

An amount of H 1,000 lakhs has been transferred to the General Reserve in FY 2025-26 (H 1,000 lakhs in the previous year).

For complete details on movement in Reserves & Surplus during the financial year ended March 31, 2026, please refer to
the Statement of Changes in Equity included in the Standalone and Consolidated Financial Statements forming part of this
Annual Report.

SHARE CAPITAL

The Company has allotted equity shares to its employees under the Gulf Oil Lubricants India Limited- Employee Stock Option
Scheme 2015 (ESOP) during the financial year ended March 31,2026 as detailed hereunder:

As on March 31,2026, the share capital of the Company was
as detailed hereunder:

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

The Equity Shares of the Company are listed on both the BSE
Limited and the National Stock Exchange of India Limited.
As of March 31, 2026, out of the total paid-up equity capital
of 4,94,00,074 equity shares, 4,91,81,374 equity shares
(99.56%) were held in dematerialized form.

COMPANY’S OPERATIONAL PERFORMANCE &
STATE OF AFFAIRS

The year ended on a strong note, delivering yet another
market leading performance. FY26 was marked by sustained
business momentum, supported by double-digit growth
in lubricant volumes and disciplined execution despite
ongoing geopolitical headwinds. Growth was broad-based
across all key segments, rising above and beyond with
market share gains across categories. Passenger Car Motor
Oils (PCMO) and Commercial Vehicle Oils (CVO) delivered
double-digit growth, along with Agri segment which also
registered robust double-digit growth. Our OEM Franchise
Workshop (FWS) business also recorded strong double-digit
growth, supported by sustained momentum across existing
partnerships. We continued to strengthen and renew our OEM
associations, further reinforcing our leadership position in
the OEM FWS segment. B2B Industrial segment continued
its strong trajectory with yet another high double-digit growth
during the year.

With the year marked by heightened global volatility, shifting
trade dynamics and significant INR depreciation vs US Dollar,
the Company's performance has been supported by higher
volumes and disciplined cost management. Crude remained
elevated throughout the latter part of the year which led to
sharp increase in raw material costs alongside continued
weakness in rupee leading to higher input costs and
margin pressures.

Despite these headwinds, our focus on disciplined pricing
actions, cost optimization, and operational agility helped us
navigate the year effectively. The year concluded on a strong
note, with consolidated revenue crossing H4,000 crores. This
highlights the strength of our brand and continued trust of our
consumers. Our agility in market responsiveness along with
continued focus on product premiumization has enabled us to
deliver this resilient performance.

Strategic steps taken during the FY2025-26
Lubricants Business:

• Launched new products for leading OEMs- Gulf VA
Superbike Fully Synthetic Engine Oil for Aprilia and Gulf
Sure Nxt BS-III for Piaggio Commercial Vehicles.

• Launched new variants of Gulf Syntrac, a range of fully
synthetic, high-performance engine oils for premium and
high-end motorcycles, reflecting our focus on innovation
and premiumization. Powered by Ester Technology and
latest API SP certification, Gulf Syntrac is designed to
deliver sustained peak performance even under the most
demanding riding conditions.

• New launches- Showcased next-gen product range
engineered for higher efficiency, performance, and
safety: from Fire-Resistant Hydraulic Oil and Energy-
Efficient Zinc Free Hydraulic Oil to CEV V Diesel Engine
Oil, new Synthetic formulations, and Synthetic Gear Oil.

• Enhanced our customer value proposition with an
integrated suite of services to improve efficiency,
reliability, and sustainability across industries.

• Entered strategic partnerships with leading construction
equipment manufacturers strengthening Gulf's presence
in the construction and infrastructure segment.

• Marking its third consecutive year as the event's main
sponsor, Gulf returned to India Bike Week (IBW)- India's

Biggest Biking Event, held in Panchgani, to engage
directly with India's passionate riding community
and spotlight its performance-led portfolio for higher
end bikes.

• Under the Gulf Pride Maha Mechanic Gratification
initiative undertaken during the year, more than 45,000
mechanics from across the country showcased their
skills, commitment, and passion for the craft as part of the
Gulf Pride Maha Mechanic Offer. As part of the initiative,
selected mechanics received an exclusive opportunity to
meet Mr. M.S. Dhoni, engaging in conversations around
motorcycles, parts, precision, discipline, and the pride
associated with doing the job right. The highlight of the
event was the inauguration of a mechanic's workshop by
Mr. M.S. Dhoni himself, making it a truly memorable and
inspiring occasion.

• Strengthened our long-standing association with
Chennai Super Kings by extending our partnership as
the Official Lubricants Partner for the next four years,
continuing a successful and enduring relationship that
began over 13 years ago.

E-Mobility Business:

• Acquisition of additional 14.18% stake in Tirex
Transmission Private Limited, a subsidiary of the
Company, increasing its total holding to 65.18%.
The increased stake reinforces Gulf’s commitment to
advancing innovative solutions and further strengthens
its position to capitalize on emerging opportunities in the
evolving e-mobility space.

• Powering up E-Mobility- Showcased our latest 360kwh
Dual Gun DC Charger in our ultra-fast charging lineup at
the Gulf Charge E-Mobility Zone.

• Participated in ClI Excon 2025 at Bengaluru - Largest
Construction Equipment exhibition in South Asia,
showcasing our sustainable, high-performance
lubricants, partnerships and E-Mobility solutions.

Capacity Expansion

The Board has approved capex of H 55 Crores for expansion

of production capacity at Chennai and Silvassa plants. This

investment, spread over the two years, aims to boost the

Company's installed capacity by 70% to total 240 million

litres. This expansion aligns with the Company's broader
strategic growth objectives of 2-3x industry volume growth.
The Silvassa plant's capacity will be increased by 55%,
expanding from the current 90 million litres to 140 million
litres, supported by additional land acquired in last 2 years.
The Chennai plant will see a capacity enhancement of 100%,
growing from 50 million litres to 100 million litres within the
existing facility. The Board has taken capacity expansion as
a key strategic initiative and these additional capacities are
critical to Company's growth ambitions.

Awards and Recognitions

The Company achieved the following awards and recognitions
during the FY 2025-26:

• Proudly recognized as one of ‘India’s Best Managed
Companies 2025’ by Deloitte India for overall business
performance, sustained growth, strategies, culture and
governance as testament to our continued commitment
to building a purpose driven organization.

• Silvassa plant was awarded the IGBC Platinum
Certification, a significant milestone that underscores
the Company’s strong commitment to sustainability.

• Both, Chennai and Silvassa plants have successfully
achieved ISO 50001:2018 Energy Management System
Certification with Zero Non-Conformances demonstrating
the Company's commitment towards structured energy
management and operational excellence.

• Annual Report FY2024-25 won Platinum Award and
Technical Achievement Award at LACP Vision Awards
2024-25, marking a significant milestone as the Company
progressed from Gold recognition in FY2023-24
to Platinum in FY2024-25. This reflects Company's
continued focus on enhancing the quality, transparency
and disclosures of its corporate reporting and stakeholder
communication practices.

• Our flagship Mechanic Training Program - Kushal
Mechanic received recognition and support from
the National Skill Development Corporation (NSDC)
and the Ministry of Road Transport and Highways
(MoRTH) for its outstanding contribution towards
empowering mechanics through skill development and
livelihood enhancement, while advancing the vision of
Atmanirbhar Bharat.

Outlook

As the next financial year progresses, we remain watchful
of the extremely challenging geo-political developments
mainly in middle east starting from March, 2026. The
middle east crisis has led to significant pressure on Crude
pricing and consequent availability of all types of petroleum
products taking input costs to multi-year high levels. We
remain committed to delivering consistent growth in our
core business and our endeavour to ensure supply security
to all our customers during these challenging times. Focus
will remain continue to our growing mobility segment, which
is yielding very encouraging results. Overall, the Company
is well-positioned to capitalize on opportunities across
our businesses ensuring long term and sustainable value
creation for all our stakeholders. As the Company enters
the next phase of its growth journey, the focus remains on
delivering industry-leading performance across B2C, B2B
Industrial & Infrastructure, and OEM segments. Continued
emphasis is being placed on strengthening the portfolio,
driving innovation, and ensuring consistent value creation for
consumers across categories.

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 AND JOINT
VENTURES

The financial statements of the subsidiary is available on
the Company’s website and can be accessed athttps://
india.gulfoilltd.com/investors/annual-reports/TTPL-Finacial-
Statements. 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. The Policy for determining Material Subsidiaries is
available on the Company’s website and can be accessed
athttps://india.gulfoilltd.com/investors/investor-information/
policies/Policy-for-determining-Material-Subsidiaries.

As on March 31, 2026, the Company has one subsidiary
company i.e. Tirex Transmission Private Limited and one
associate company i.e. Techperspect Software Private
Limited. There was no change in Company’s Subsidiaries/
Associates/Joint Ventures. Details of the same are as under:

Subsidiary Company - Tirex Transmission Private
Limited (“TIREX”)

During the year under review, as a part of Strategic Investment
and considering the growth potential of TIREX, based on
the growth demonstrated since its acquisition, the Board of
Directors of the Company, at its meeting held on November 5,
2025, had approved the acquisition of additional 14.18% stake
in the Company’s subsidiary from the existing shareholders
and later on, the Company acquired the said additional stake.
Accordingly, as on March 31, 2026, the Company holds
65.18% stake on a fully diluted basis in TIREX.

TIREX 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 continued to gain momentum during the year under
review with revenue crossing H 100 Crores mark. The business
is witnessing encouraging traction with marquee customer
additions and remains well aligned with our long-term vision of
building a future-ready mobility ecosystem and strengthening
the EV segment as a key growth pillar for the Company. TIREX
continued to strengthen its leadership in the Bus OEM segment
while expanding its presence in the passenger vehicle space
by onboarding new customers across dealerships, Housing
societies, CPOs and OEMs in both DC and AC charging
solutions. Secured orders for bus EV chargers across multiple
airports viz. Mumbai, Bhopal, and Dehradun.

Associate Company - Techperspect Software Private Limited
(“TECHPERSPECT”)

As on March 31,2026, the Company holds 26% equity stake
on a fully diluted basis in TECHPERSPECT, an Associate
Company. TECHPERSPECT is an Information Technology
and eMobility Software-as-a-Service (SaaS) provider,
under the brand name of “ElectreeFi”, headquartered in
Noida, Delhi NCR.

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

Joint Venture

The Company has no Joint Venture Company as on
March 31,2026.

BOARD OF DIRECTORS & KEY MANAGERIAL
PERSONNEL

Board of Directors

The Board of Directors (“the Board”) of the Company
comprises of eminent professionals and industry leaders
with extensive experience across technology, business
management, marketing, finance, governance, and strategy,
who provide valuable guidance and strategic direction
to the Company.

As on March 31, 2026, the Board comprises of 8 (eight)
Directors, including Executive, Non-Executive, and
Independent Directors, with an appropriate balance of skills,
expertise, experience, and diversity in accordance with
the applicable provisions of the Act and the SEBI Listing
Regulations. The Board also includes distinguished leaders
with deep domain knowledge and strong governance
credentials, enabling effective oversight and long-term value
creation for stakeholders.

Board Diversity

The Company believes that a diverse Board plays a critical role
in strengthening governance, enhancing strategic oversight,
and driving sustainable growth. The Board comprises of
professionals from varied backgrounds with diverse expertise
across industries, business functions, leadership roles,
and governance practices, bringing a broad spectrum of
perspectives and experience to the Board’s deliberations.

The diversity of the Board is considered while determining its
optimum composition, with due regard to skills, experience,
knowledge, independence, gender, and professional
background. All appointments to the Board are based on
merit, competence, and the specific capabilities required to
enable the Board to effectively discharge its responsibilities
and create long-term stakeholder value.

Independent Directors

As a matter of governance practice, the Company endeavours
to maintain Independent Directors constituting at least 50%
of the Board strength. None of the Independent Directors
are related to the Promoters or the Promoter Group
of the Company.

Declaration by Independent Directors

All the Independent Directors of the Company have provided
declaration of independence as required under Section 149(7)
of the Act and Regulation 25(8) of the SEBI Listing Regulations,
stating that they continue to meet the criteria of independence
as laid down under Section 149(6) of the Act and Regulation
16 of the SEBI Listing Regulations. Further, Independent
Directors of the Company have also confirmed that they
have complied with the Code for Independent Directors
prescribed in Schedule IV to the Act. The Code of Conduct
for Directors and Senior Management Personnel is available
on the website of the Company athttps://india.gulfoilltd.
com/investors/ investorinformation/policies/CodeofConduct.
They had no pecuniary relationship or transactions with the
Company, other than as permitted under relevant regulations.
The Board is of the opinion that the Independent Directors
of the Company possess requisite qualifications, experience,
proficiency and expertise and they hold highest standards
of integrity. The Independent Directors are compliant with
the provisions of Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014, as applicable.

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

Familiarization Programme for Directors including
Independent Directors

In compliance of SEBI Listing Regulations, the Company’s
familiarisation programme aims to provide insights into the
Company and the business environment in which it operates.
It enables the Directors including Independent Directors to
stay updated on newer challenges, risks and opportunities
relevant in the Company’s context and to lend perspective
on its strategic direction. The details of the familiarisation
program conducted during the financial year under review
have been disclosed on the website of the Company at
https://india.gulfoilltd.com/investors/investor-information/
policies/FamiliarisationProgramme.

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, the Whole-Time Director & CFO
and the Senior Management regularly provide an overview of
the operations and familiarise the Directors on matters related
to the Company’s values and commitments. They are also
introduced to the organisation structure, constitution, terms of
reference of the Committees, Board procedures, management
strategies, etc.

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

Registration of Independent Directors in Independent
Directors Databank

All the Independent Directors of the Company are registered
with and are members of the Independent Directors Databank
maintained by the Indian Institute of Corporate Affairs.

Certificate from Practicing Company Secretary

A certificate on Non- Disqualification of Directors pursuant
to Regulation 34(3) and Schedule V Para C clause 10 (i) of
the SEBI Listing Regulations is enclosed as Annexure-A
of the Corporate Governance Report forming part of
this Annual Report.

Company’s Policy on Directors’ appointment and
remuneration including criteria for determining
qualifications, positive attributes, independence of a
Director and other matters provided under sub-section
(3) of section 178 of the Companies Act, 2013

The Company has adopted a Policy on appointment
of Directors and Board Diversity, including the criteria
for determining qualifications, positive attributes, and
independence of Directors, in accordance with the provisions
of Section 178(3) of the Act and Regulation 19 of the SEBI
Listing Regulations.

The Company has also adopted a Remuneration Policy
covering remuneration and other related matters as prescribed
under Section 178(3) of the Act. The details of the same are
provided in the Report on Corporate Governance forming part
of this Annual Report. The Remuneration Policy is available
on the Company’s website athttps://india.gulfoilltd.com/
investors/investorinformation/ policies/RemunerationPolicy.

Changes in the composition of the Board of Directors

During the financial year under review, Mr. Munesh Narinder
Khanna, Independent Director (DIN: 00202521) was
re-appointed as Independent Director by the shareholders of
the Company in the previous 17th Annual General Meeting
held on September 30, 2025, to hold office for a second term
of 5 (five) consecutive years commencing from November 6,
2025 to November 5, 2030 (both days inclusive).

Also, Mr. Ravi Shamlal Chawla (DIN: 02808474) was
re-appointed as Managing Director and Chief Executive
Officer by the shareholders of the Company, in the previous
17th Annual General Meeting, for a further period of 3 (three)
years with effect from June 6, 2026 to June 5, 2029 (both days
inclusive), not liable to retire by rotation.

Further, the Board welcomed Mr. Manish Kumar Gangwal
as a Director during the financial year under review. On
recommendation of the Nomination & Remuneration
Committee, the Board of Directors, at their meeting held on
December 22, 2025, appointed Mr. Manish Kumar Gangwal
(DIN: 00255201) as Whole-Time Director of the Company, in
addition to his role as Chief Financial Officer (Key Managerial
Personnel), subject to the approval of the shareholders, for a
term of 5 (five) consecutive years with effect from December
22, 2025 till December 21, 2030 (both days inclusive) liable to
retire by rotation. The shareholders’ approval was obtained
through postal ballot mechanism by passing the ordinary
resolutions on February 7, 2026. This appointment is aligned
with the Company’s commitment to enhancing its governance
framework and ensuring strategic growth. Mr. Gangwal brings
in over 30 years of rich professional experience spanning
various areas including Finance, Corporate planning, Strategy,
Mergers & Acquisitions, Fund raising, Investor relations,
Corporate Governance, Accounting and Audits, Company
Secretarial practice, Taxation, etc. Mr. Gangwal’s appointment
adds significant value to the Board and his expertise will
be instrumental in steering the Company through its next
phase of growth.

Accordingly, after considering the addition, as of March 31,
2026, the Company’s Board consists of 8 (eight) Directors:

• Four Independent Directors, representing 50% of the
total Board strength;

• Two Non-Executive Non-Independent Directors;

• One Managing Director; and

• One Whole-Time Director

Director Retiring by Rotation

According to the provisions of the Act and the Articles of
Association of the Company, Mr. Shom Ashok Hinduja
(DIN: 07128441), 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, based on the recommendation of
Nomination & Remuneration Committee, at their Meeting
held on May 27, 2026 has proposed the re-appointment of
Mr. Shom Ashok Hinduja for approval of the shareholders at
the ensuing 18th AGM of the Company.

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

Mr. Shom Ashok Hinduja has consented to and is not
disqualified from being re-appointed as 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.

Key Managerial Personnel

There were no changes in Key Managerial Personnel during
the year under review.

As on March 31, 2026, Mr. Ravi Shamlal Chawla, Managing
Director & Chief Executive Officer, Mr. Manish Kumar Gangwal,
Whole-Time Director & Chief Financial Officer and Mr. Ashish
Pandey, Company Secretary & Compliance Officer are the
Key Managerial Personnel of the Company.

BOARD MEETINGS HELD DURING THE YEAR

The meetings of the Board of Directors and its Committees
are convened at regular intervals to review, discuss, deliberate
upon and decide various matters pertaining to the business

operations, strategic initiatives, risk management framework,
audit & assurance functions, governance policies, financial
performance and other matters as may be placed before
the Board/Committees by the Chairman or the Members
from time to time.

During the financial year 2025-26, 6 (six) 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 two consecutive
meetings did not exceed 120 (one hundred and twenty) days
as prescribed under the Act and the SEBI Listing Regulations.

COMMITTEES OF THE BOARD

As on March 31, 2026, 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

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.

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 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 constitution of the Audit Committee in the Company
is as under:

All recommendations made by the Audit Committee during
the year under review were thoroughly considered and
accepted by the Board.

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 Annual Report.

TCWG (THOSE CHARGED WITH GOVERNANCE)

In accordance with the circular issued by National Financial
Reporting Authority (NFRA) on January 7, 2026, TCWG of the
Company has been constituted, comprising the entire Board
of Directors, to enhance two-way communication between the
Statutory Auditors and the Company’s TCWG. Framework/
Policy for effective, timely, transparent and documented two¬
way communication between Statutory Auditors and the
TCWG has been framed in compliance with the said circular.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Directors of the
Company confirm that:

a) in the preparation of the annual accounts for the year
ended March 31, 2026, 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, 2026 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

CEO AND CFO CERTIFICATION

A certificate from the Manging Director & CEO and Whole¬
Time Director & CFO was placed before the Board of Directors
at its meeting held on May 27, 2026 in accordance with
Regulation 17(8) read with Schedule II of the SEBI Listing
Regulations. This certificate, confirming the accuracy of
the financial statements and compliance with applicable
regulations, is included as Annexure-II to this Report.

BOARD EVALUATION

During FY 2025-26, a comprehensive annual evaluation of
the Board encompassing the performance of the Board as a
whole, its Committees, as well as the Chairperson, Managing
Director, and individual Directors was conducted.

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.

A separate meeting of Independent Directors was held on
March 20, 2026 wherein Independent Directors reviewed the
performance of Non Independent Directors and the Board as
a whole, Chairman of the Board, after taking into account the
views of Executive Director and Non-Executive Directors, the
quality, quantity and timeliness of flow of information between
the Company’s management and the Board that is necessary
for the Board to effectively and reasonably perform their duties.

CORPORATE SOCIAL RESPONSIBILITY &
SUSTAINABILITY

Our commitment to Corporate Social Responsibility reflects
the enduring values and deep sense of responsibility
embedded towards society and the environment. Guided
by a purpose-driven approach, the Company continues to
create meaningful and sustainable impact through initiatives
focused on inclusive growth, community development, and
long-term societal value creation. Your Company firmly believes
that sustainable business success must be accompanied
by meaningful social progress and long-term community
development. Accordingly, the Company’s Corporate Social
Responsibility (“CSR”) initiatives extend beyond philanthropy
and are focused on creating measurable, sustainable, and
transformative social impact.

Guided by its philosophy of “Empowering Tomorrow Together”,
the Company continues to embed social responsibility and
environmental consciousness into its broader business ethos.
Through focused interventions in areas such as education,
healthcare, skill development, and smart village initiatives,
the Company strives to drive inclusive growth, strengthen
communities, and create enduring value for society.

CSR Spend

During the financial year under review, the Company’s CSR
obligation, after adjusting for the excess spend of H 75.59
lakhs carried forward from the financial year 2024-25, stood at
H 742.06 lakhs. The Company spent H 748.67 lakhs which
was deployed across environmental conservation, education,
healthcare and skill development initiatives in Chennai,
Silvassa, Pune, Namakkal and Kalamboli, in partnership with
the Hinduja Foundation, Learning Link Foundation, Broadark
Foundation, HumSafer and EFI. There was no unspent CSR
expenditure as on March 31,2026.

Further, in terms of the Companies (Corporate Social
Responsibility Policy) Rules, 2014, the Whole-Time Director &

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 2025-26.

CSR Policy

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

Annual Report on CSR

The Company’s CSR Policy statement and annual report on
the CSR activities undertaken during the financial year ended
March 31, 2026, in accordance with Section 135 of the Act
read with Companies (Corporate Social Responsibility Policy)
Rules, 2014 is set out in Annexure-III to this Report.

CSR projects undertaken by the Company:

Environment: Rainwater Harvesting and Tree Plantation, Pune

The Company, through CERE and the Hinduja Foundation,
undertook a rainwater harvesting initiative at the SRPF-1
Ramtekdi facility in Pune to address water scarcity through
a comprehensive infrastructure, including stormwater drain
puncturing, deep recharge pits, and water absorption trenches.
The project also included the plantation and maintenance of
around 1,200 native saplings to support biodiversity, along
with floating reed beds to enhance pond water quality and
create biodiversity corridors.

The outcomes of the project have been verified through
Carbon Sequestration and Water Recharge Certificates.

Ariyalur Wetland Creation

The Company, in collaboration with the Hinduja Foundation,
EFI and the Greater Chennai Corporation, undertook a
multi-stakeholder water and biodiversity initiative at the
Ariyalur-Kosapur Industrial Estate, Tamil Nadu. The project
involved the creation of a new wetland with a 17 acres water
holding capacity within a 35 acres site through excavation
and desilting, strengthening of embankments with percolation
trenches, and strategic placement of recharge wells and
nesting islands to enhance biodiversity. The initiative is
expected to benefit 10,000 to 12,500 people in the surrounding
communities, deliver a 40% increase in water storage capacity
with enhanced groundwater recharge, improve the local
micro-climate and reduce mosquito breeding, while creating
a recreational green space for the community.

Road to School (RTS) Programme

The Company continued the Road to School programme
in Chennai during the financial year 2025-26, covering 24
schools and reaching over 2,900 students between the
ages of 5 and 14 from government schools. The programme
delivered holistic child development through comprehensive
classroom support, life skills training and art-based learning,
with the following key components:

a) Academic Enhancement: Structured sessions on
exam preparation, foundational literacy and numeracy
and NMMS scholarship coaching, reaching over
2,350 students;

b) Wellness and Life Skills: Sessions on health, hygiene and
essential life skills, including mental health awareness and
nutritional education, benefiting close to 2,950 students;

c) Cultural and Social Development: Cultural events
and community engagement initiatives covering safe
touch awareness, menstrual hygiene and eco-friendly
practices, reaching nearly 2,950 students;

d) Strategic Innovation: Establishment of Children’s
Parliament across all 24 schools, along with an Honesty
Shop initiative in 5 schools and Wellness and Eco¬
Friendly Clubs engaging over 1,200 students in student-
led governance and environmental stewardship;

e) Community Partnership: School Management Committee
meetings, strengthening parent-teacher collaboration and
community ownership of educational outcomes.

Road to Livelihood (RTL) Programme

The Road to Livelihood programme, which focuses on
workforce readiness for government school students, was
scaled up during the financial year 2025-26 to cover 37
schools and over 10,000 students in Tamil Nadu, and was
extended for the first time to Silvassa, where the programme
was inaugurated on September 16, 2025, covering 1 school
and 750 students. The programme addresses the education-
to-employment gap through:

a) Adolescent Wellness: Sessions addressing the physical,
mental and social health needs of teenage beneficiaries;

b) Spoken English: Communication skills training to
improve employability and confidence;

c) Digital Literacy and Coding: Technology skills training,
building future-ready digital competencies;

d) Career Counselling: Psychometric assessments and
personalised guidance.

Installation of Water ATMs

During the financial year 2025-26, the Company installed
community-managed RO-based water purification plants at
Namakkal and Ennore, Tamil Nadu, to provide affordable, safe
drinking water and address health risks associated with high
TDS, nitrates and other contaminants in local water sources,
including the risk of kidney stones.

The Namakkal facility has a capacity of 250 litres per hour with
a coin-based dual-station dispensing system, while the Ennore
facility situated at Shatri Nagar has a capacity of 500 litres per
hour, serving a densely populated area. Water is priced in a
manner to ensure affordability, and the projects incorporate
rainwater harvesting and reject-water reuse/ recharging
to reduce environmental impact, along with community
mobilisation to build local leadership in water management.

Healthcare and Road Safety: Suraksha Clinics

The Company, in partnership with the HumSafer Driver Safety
Foundation, supported the Suraksha Clinics initiative during the
financial year 2025-26 to strengthen healthcare access for the
transport sector, covering the ongoing location at Kalamboli,
Maharashtra, and a new location at Sankagiri, Tamil Nadu.

The initiative is expected to benefit more than 3,000 truck
drivers and mechanics annually through monthly health
check-ups with free medicines, structured road safety training
using audio-visual and interactive tools, and financial literacy
support connecting drivers with government welfare schemes.

Kushal Mechanic Training Programme

The Kushal Mechanic Training Programme, delivered in
partnership with the Broadark Foundation, continued its
industry-leading upskilling initiative for roadside mechanics
during the financial year 2025-26. Conducted at OEM’s
training centres across South, East, North and West India, the
programme trained and certified 420 mechanics across the
truck, tractor and two-wheeler segments on BS6 systems and
modern vehicle diagnostics, with participants provided free
training along with travel, accommodation, food and H2 lakhs
insurance coverage.

The programme received recognition and certification support
from Ministry of Skill Development & Entrepreneurship (MSDE),
National Skill Development Corporation (NSDC) and the
Ministry of Road Transport and Highways, and is aligned with
the PM Atmanirbhar Bharat initiative, the Skill India Mission
and the United Nations Sustainable Development Goals on
Decent Work and Economic Growth (SDG 8) and Partnerships
for the Goals (SDG 17).

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT (“BRSR”)

The BRSR for the financial year 2025-26, prepared in
compliance with Regulation 34(2)(f) of the SEBI Listing
Regulations, presents a comprehensive overview of the
Company’s performance across Environmental, Social, and
Governance (ESG) parameters. The detailed report is provided
as Annexure-IV 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.

As part of its continued efforts to operate responsibly and
transparently, the Company has aligned its strategy and
operations with the key principles of the BRSR framework. This
includes initiatives aimed at reducing environmental footprint
through efficient resource management, prioritizing employee
well-being and safety, investing in community development,
and strengthening governance practices through ethical
leadership and accountability. These efforts reflect the
Company’s commitment to long-term value creation beyond
financial performance.

CORPORATE GOVERNANCE

Effective corporate governance practices constitute the
cornerstone of enduring and successful businesses. The
Company’s commitment to corporate governance guides
its business decisions while ensuring financial responsibility,
ethical conduct, and fairness to all stakeholders including
employees, customers, investors, regulators, suppliers and
the society at large. Strong leadership and effective corporate
governance practices have been integral to the Company,
aligned with the its culture and ethos.

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.

A detailed Report on Corporate Governance is provided in
this Report as Annexure - V, 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.

To further corroborate this, the Company has obtained a
certificate from M/s. JMJA & Associates LLP, Practicing
Company Secretaries, confirming the Company’s compliance
with the Corporate Governance requirements. The certificate
dated June 20, 2026 is included as Annexure to the Corporate
Governance Report.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

Details of loans, guarantees, and investments outstanding as on
March 31,2026, are provided in the Note Nos. 4, 5, 12 & 49 to the
Financial Statements of the Company under Section 186 of the
Act and the Companies (Meetings of Board and its Powers) Rules,
2014. These disclosures ensure transparency and comply with
the regulatory requirements, offering a comprehensive view of the
Company’s financial commitments and investment strategies.

DEPOSITS FROM PUBLIC

During the year under review, the Company has not accepted
any deposits from the public within the meaning of Section
73 and 74 of the Act read with the Companies (Acceptance
of Deposits) Rules, 2014. Thus, as of March 31, 2026, 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.

ANNUAL RETURN

The Annual Return for the financial year under review is
accessible in Form No. MGT-7 athttps://india.gulfoilltd.com/
investors/annual-returnin accordance with Section 92(3) read
with Section 134(3)(a) of the Act. 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.

RISK MANAGEMENT

The Company pursues a comprehensive risk management
programme as an essential element of sound corporate governance

and is committed to continuously embedding risk management in
its daily culture. This process is followed in five steps:

• Identify risks and opportunities

• assess risk and performance for key processes

• evaluate the risk impact across business operations

• develop mitigation plan for the risks identified and

• monitor the risks at regular intervals and report to the
Risk Management Committee

The Company has classified the risks into five categories:

i. Strategic

ii. Reputational/External

iii. Operational

iv. Financial

v. Compliance/Litigation

Each identified risk is assessed according to its probability
and impact on the Company.

The Board of Directors has formed a Risk Management
Committee to identify, evaluate, mitigate and monitor the risk
management in the Company. The primary objectives of the
Committee are to assist the Board in the following:

• To provide an oversight for all categories of risk.

• To adopt leading risk management practices in the industry
and manage risk proactively at organizational level.

• Help to develop a culture of the enterprise that all levels
of people understand risks.

• Provide input to management of risk appetite and
tolerance and monitor the organization’s risk on
an ongoing basis.

• Approve and review risk management plan which includes
Company’s risk management structure, framework,
methodologies adopted, guidelines and details of
assurance and review of the risk management process. ¹

More details on the Risk Management Committee of the
Board are mentioned in the Report on Corporate Governance.

BUSINESS CONTINUITY MANAGEMENT
FRAMEWORK

The Company has recognized and documented a well defined
Business Continuity Management System in line with the
requirement of SEBI Listing Regulations and as a part of
the Company’s overall risk management and governance
framework. A Business Continuity Steering Committee has
been constituted to oversee the implementation and monitoring
of the Company’s Business Continuity Management System
(“BCMS”), and a dedicated BCM Manager has been identified
to coordinate continuity planning and response activities
across functions.

As part of the BCMS program, the Company conducted
training and awareness sessions on the Business Continuity
Management System to familiarize relevant participants
with continuity processes, response protocols, escalation
mechanisms, and recovery procedures. In addition,
discussion-based and scenario-driven BCMS tabletop testing
exercises were conducted to assess the effectiveness of its
Business Continuity Plans and evaluate the organization’s
preparedness in managing potential disruption scenarios,
including geopolitical issues, SAP application outages, and
fire incidents, with participation from relevant business and
support functions.

The assessment also helped to identify certain areas for
further enhancement, including structured escalation
protocols, greater clarity in roles and responsibilities, and
strengthening alternate vendor readiness within the overall
business continuity framework.

These initiatives are aimed at enhancing the Company’s
resilience and ensuring minimal disruption to operations and
services. The BCMS framework will continue to be periodically
reviewed and updated. The Company remains committed to
continuously strengthening its business continuity framework
and enhancing organizational resilience to effectively
manage potential disruptions and ensure continuity of critical
business operations.

COMPLIANCE MANAGEMENT

The Company has further strengthened its compliance
framework by upgrading its compliance monitoring
mechanism for enabling ease of doing business through
technology-driven compliance solutions.

Such compliance solutions facilitate systematic identification
and tracking of applicable laws by assigning specific
compliance responsibilities to the respective Function Heads
and Business Heads, in line with the Company’s governance
framework and internal policies. The system is equipped to
generate automated alerts and reminders to the concerned
personnel, thereby ensuring timely and effective compliance.

Further, the tool generates periodic compliance reports, which
are reviewed by the Management to assess the status of
compliance, identify potential risk areas and initiate necessary
corrective actions.

Further, the Compliance Certificates are obtained from the
Plant - Heads and Departmental Heads on quarterly basis.
Based on the same, Compliance Certificate is issued by the
Managing Director & CEO for placing at the quarterly Board
meetings for noting by the Board of Directors.

INVESTOR RELATIONS

In compliance with Regulation 46 of the SEBI Listing
Regulations, the Company promptly disseminates press
releases and presentations regarding its performance on
its website for the benefit of investors, analysts, and other
shareholders immediately following the communication of
financial results to the Stock Exchanges. Additionally, the
Company publishes quarterly financial results in prominent
business newspapers and on its website. Moreover, the
Company conducts investor call, following the declaration of
financial results, to offer insights into its performance. This

call, attended by the Managing Director & CEO and Whole¬
Time Director & CFO, is promptly transcribed, and audio
recording is made available on the Company's website.

Furthermore, the Company maintains regular communication
channels with investors via email, telephone, and face-to-
face meetings, including investor conferences, one-on-one
meetings, and roadshows.

Recognizing the importance of transparent communication,
the Company ensures that material developments related to
the Company, which could potentially impact its stock price,
are disclosed to stock exchanges in accordance with the
Company’s Policy for Determination of Materiality of Events
or Information. The Company adheres to a policy of not
selectively disclosing unpublished price-sensitive information.

INVESTOR EDUCATION AND PROTECTION
FUND

Transfer of unclaimed & unpaid dividend to Investor
Education and Protection Fund (“IEPF”)

Pursuant to Section 124 and 125 of the Companies Act, 2013
read with IEPF Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016 and including any amendments thereto,
any unclaimed and unpaid dividend amount transferred to the
Unpaid Dividend Account of a Company which remains unpaid
or unclaimed for seven years from the date of such transfer
shall be transferred by the Company to IEPF, established by
the Government of India. Further, all the shares in respect
of which dividend remains unpaid or unclaimed for seven
consecutive years or more from the date of transfer to Unpaid
Dividend Account shall also be transferred to IEPF Authority.

During the year under review, the Company had sent individual
notices and issued advertisements in newspapers, requesting
the shareholders to claim their dividends to avoid the transfer
of shares/ dividends to the IEPF.

During the financial year 2026-27, the Company would
be transferring unpaid or unclaimed final dividend
amount for the financial year 2018-19 (H 31,77,321
as on March 31, 2026) and the unpaid or unclaimed
interim dividend for the financial year 2019-20

(H 27,92,318 as on March 31,2026) to the IEPF within 30 days
from the date on which they are due to be transferred.

Transfer of shares to IEPF

In terms of Section 124 (6) of the Act read with Investor
Education & Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016 as amended, and
Notifications issued by the Ministry of Corporate Affairs from
time to time, the Company is required to transfer equity shares
in respect of which dividends have not been claimed for seven
consecutive years to the IEPF Authority within 30 days from
when the shares become due for transfer to the IEPF.

Accordingly, the shares on which final dividend for financial
year 2017-18 and interim dividend for financial year 2018-19
remained unpaid or unclaimed for seven consecutive years
were transferred to IEPF Authority within statutory timelines.

During the year under review, the Company transferred 15,504
equity shares, in respect of which dividends remained unpaid or
unclaimed for a period of seven consecutive years, in accordance
with the applicable provisions of the Act and IEPF Rules.

Details of these shares are available on the Company’s
website athttps://india.gulfoilltd.com/investors/dividend/
details-equity-shares-iepf.

All benefits accruing on the above transferred shares except
right issue shall be credited to the IEPF.

The voting rights on the shares transferred to the IEPF Authority
shall remain frozen until the rightful owner of such shares can
claim the same. Therefore, for the purpose of e-voting, shares
which have been transferred to the IEPF shall not be included
while calculating total voting rights.

RELATED PARTY TRANSACTIONS

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

In compliance with the provisions of the Act and the SEBI Listing
Regulations, the Company has formulated a comprehensive
Policy on Materiality of and dealing with Related Parties. This
Policy outlines the processes for approval, reporting, and
disclosure of RPTs, ensuring that there is no conflict of interest in
transactions between the Company and its related parties. The
Policy is designed to maintain transparency and fairness, and it
applies to all transactions, arrangements, and contracts involving
related parties. As part of the Company’s periodic review
process, the Policy has been updated to align with the applicable
regulatory amendments and best practices. Such policy is

available on the Company’s website athttps://india.gulfoilltd.
com/investors/investor-information/ policies/RPTPolicy.

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

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

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

AUDIT AND AUDITORS

1) Statutory Auditors and their Audit Report

At the 16th Annual General Meeting held on September
12, 2024, the members approved 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 16th Annual General Meeting till the conclusion of the
21st Annual General Meeting to be held in the year 2029.

SRBC have issued the Independent Statutory Auditor’s
Report with an “unmodified opinion” on the Company’s
Financial Statements (both Standalone and Consolidated)
for the year ended March 31, 2026, which are included
in this Annual Report. The Statutory Auditors have not
made any qualifications, reservations, adverse remarks,
or disclaimers in their report.

2) Secretarial Auditor and their Audit Report

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, M/s Ravi & Subramanyam, Company Secretaries,
a peer reviewed Practicing Company Secretaries
Firm have been appointed as the Secretarial Auditor
of the Company by the members at their 17th Annual
General Meeting, for a term of five consecutive years
commencing from the financial year 2025-26 till the
financial year 2029-30.

The Secretarial Audit Report for the year ended March 31,
2026 in Form No. MR-3 issued by the Secretarial Auditor
of the Company is annexed as Annexure-VI to this
Report. This report does not contain any qualification,
reservation, adverse remark or disclaimer.

Annual Secretarial Compliance Report

The Annual Secretarial Compliance Report for the
financial year ended March 31, 2026, in compliance
with Regulation 24A of the SEBI Listing Regulations, has
been issued by M/s. Ravi & Subramanyam, Company
Secretaries. The report confirms the Company’s
adherence to applicable provisions under the various
Regulations. The report was submitted to the Stock
Exchanges within the prescribed statutory timelines and
is available on the Company’s website athttps://india.
gulfoilltd.com/investors/investor-information/secretarial-
compliance-report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards on
Board Meetings (SS-1) and General Meetings (SS-2) issued
by the Institute of Company Secretaries of India as amended
from time to time, mandated under Section 118 of the Act.

COST RECORDS AND COST AUDITOR

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 2026-27.

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 FINANCIAL CONTROL

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.

INTERNAL AUDIT

Internal audit system in the Company assesses the
effectiveness of internal controls, ensuring they are functioning
as intended. The Internal Auditor reports directly to the Audit
Committee allowing for an unbiased review of the Company’s
processes. Each year, a comprehensive internal audit plan is
created based on risk assessments and covers a wide array
of areas, including governance, business operations, financial
systems, and key support functions. The Audit Committee
regularly reviews and approves this plan.

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

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

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

Disclosures relating to energy conservation, technology
absorption, and foreign exchange earnings & 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-VII to this Report.

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

HUMAN RESOURCE DEVELOPMENT

Our people remain the driving force behind every milestone
we achieve. The overall approach spans key organizational
dimensions including Development, Engagement, Alignment,
Agility which are supported with the various processes

crafted such as talent acquisition, employee engagement,
diversity & inclusion, capability building, employee relations,
performance & rewards and employee well-being. Through its
various talent initiatives and processes the company strives to
deliver the value. We have progressively strengthened these
processes - from building strong foundations to creating a
more integrated, future-ready employee experience.

The organization design helps to promote agility through
a culture and practice of shared leadership enabled by a
strong governance structure. This is manifested in market and
consumer facing business verticals- B2C, B2B, E-Mobility
and OEM, Synergy business which are driven by empowered,
focused teams and supported by shared assets and capabilities,
enabling strategic relevance, speed, responsiveness, and
operational excellence. This approach allows Businesses
to develop and execute Business Plans relevant to their
product-market spaces while leveraging the institutional
strengths of the Company.

The Company’s talent development approach is founded on
the belief that learning initiatives must remain synergistic and
aligned to business requirements & outcomes. The Company
provides relevant learning and development support through
a combination of self-paced e-learning modules, classroom
programmes and application projects with emphasis on
experiential learning, on-the-job assignments. Deep functional
expertise is fostered through on the job, classroom learnings
& other interventions which helps to build the functional
expertise. Managers are assessed on the competency
framework and provided with learning and development
support to address areas identified for improvement. Key
talent is provided critical experiences in high-impact roles and
mentored by senior managers, promoting the development of
a steady pool of high-quality talent.

Leadership Development

The Company has key capability vectors for making Businesses
future-ready - Leadership Development, Talent & Secession
Planning and Business Critical Competencies. As a part of
leadership development initiatives, the in-depth assessment
& talent cards provides leaders with feedback from trained
assessors, enabling self-driven personal development. This
was supplemented by immersive workshops and personalised
one-on-one coaching for Senior Leaders. The programmes
such as Future Leaders Programme (FLP) continues to
identify and groom early high-potential talent through cross¬
functional exposure and structured development journeys.

Global Excellence Programme (GEP), a globally standardised
initiative focusing on mid-to-senior leaders, with emphasis on
leadership maturity, culture building, and change management.
Through the Catalyst programme, in collaboration with the
Hinduja Group, we are enabling managers to adopt a coaching
mindset, fostering more engaged and empowered teams. We
also continued to invest in targeted leadership coaching, in
partnership with Korn Ferry, for identified leaders. Our Pathway
programme, an Al-enabled development initiative focused on
sales talent, concluded successfully this year with certification
outcomes, strengthening capability in critical business areas.

The Company continues to strengthen its performance
management system (ASPIRE) and its culture of accountability
through widespread adoption of the KRA/ KPIs system.
Performance planning through clearly defined goals,
outcome-based assessment, and alignment of rewards for
achievement of results have all contributed to a robust culture
of ownership and accountability. ‘Career Conversations’ and
succession planning processes have contributed to helping
employees realise their potential, craft their careers while
recognising their strengths and areas of development and
ensuring a sound workforce planning system

In the spirit of continuous improvement, the Company
conducts the periodic entity wide engagement survey with
Gallup. The survey results of 2025 continue to indicate an
improving trend, on a strong base. These engagement levels
reflect in the Company’s superior standing on employee
turnover. During the year, a range of engagement programmes
were sustained including initiatives such as leadership
outreach through extensive communication, recognition
programmes acknowledging exceptional contributions of
employees and teams, career conversations and investments
in employee wellbeing. During the year, your Company
received widespread recognition for its best-in-class Talent
Management and Employee Relations practices. The
Company believes in Rewarding Performance and Celebrating
Excellence. Our recognition philosophy focuses on celebrating
both performance and behaviours aligned to our values. The
CHAMPIONS programme remains our flagship recognition
programme, driving a culture of excellence across the
organization. The Team Awards (Maxcelerate) and Individual
Awards (ICON) celebrates outstanding contributions of the
teams & the individuals. The Chairman’s Excellence Awards is
the topmost aspirational award category drives the sustained
behaviours in line with the Group values & the GOLIL
competencies. The Sales awards at conferences recognise

high-performing teams and individuals, Long Service Awards
(LSA) honour long-term commitment and loyalty of the
employees & KUDOS encourage peer-to-peer appreciation.

Employee Value Proposition

The Employee Value Proposition (EVP) focuses on helping
employees to grow, thrive and feel valued at every stage of
their journey. The offering includes the Market-competitive
compensation and rewards, supported by periodic
benchmarking and performance-linked incentives, ensuring
employees’ share in the success of the organization while
being rewarded fairly for their contributions. Flexibility and
choice, having work-from-home options to support diverse
employee needs. We have flexible pay structures, participation
in the National Pension System, enabling employees to
build long-term financial security and retirement readiness.
Comprehensive health coverage, including annual health
checkups and insurance benefits that extend to parents,
reflecting our commitment to employee well-being beyond the
workplace. Our progressive leave policy encourages employees
to take time off and maintain a healthy work-life balance. A
strong culture of trust and advocacy, reflected in high employee
referrals, demonstrating the confidence our people have in
the organization. Continuous learning, growth and career
opportunities, supported by internal mobility and structured
development programmes. Together, these elements create a
sustainable environment where employees feel empowered to
contribute meaningfully while building fulfilling careers.

Skill Development

The Company continues its focus on the Learning, Capability
Building and Digital Upskilling of the employees. Our learning
ecosystem has evolved into a scalable, digitally enabled and
business-aligned capability framework. The GOLD (Gulf Oil
Learning & Development Academy) learning platform continues
to advance as a central hub for capability development,
offering structured and scalable learning experiences.
Through LinkedIn Learning (Hinduja Edge) initiatives, we
reinforce both functional capability and alignment with group
philosophy across different employee levels. The conclusion
of Digi Rise, with certification outcomes, marks a key step in
building digital readiness across the organization. We have
also introduced WhatsApp-based learning modules, enabling
bite-sized, continuous learning in the flow of work. We
continue to strengthen a culture where safety and wellbeing
are integral to everyday work. The Safety-First initiative,

launched company-wide, has gained strong traction across
plants and depots, embedding safety as a behavioural norm.
The Go Safe app enables employees to report incidents and
near misses, supporting proactive risk management. Wellness
initiatives include office yoga sessions, financial wellness
programmes, and financial literacy kiosks. Participation in
corporate sports tournaments across multiple disciplines
reflects our commitment to holistic wellbeing and teamwork.

Diversity & Inclusion

Diversity, Equity and Inclusion continues to be focus for the
organisation. We are building an inclusive workplace with a
clear, long-term vision. Our Management Trainee programmes
maintain balanced gender representation. We are identifying
focused roles to further strengthen diversity across functions.
We have set a target to achieve 15% gender diversity by 2030,
reflecting our commitment to sustained progress on achieving
the Diversity & Inclusion targets.

Employees Incentive Plans

Employee Stock Options Plan (“ESOP”) and Long Term Incentive
Plans (“LTIP”) have been recognised as an effective instrument
to attract and retain talent and align the interest of employees
with that of the Company and its Stakeholders, thereby, providing
an opportunity to the employees to participate in the growth of
the Company and to create long-term wealth in the hands of
employees. The grant of share-based benefits to employees is a
mechanism to align the interest of the employees with those of the
Company, to provide them with an opportunity to share the growth
of the Company. The Company has in force Gulf Oil Lubricants
India Limited Employees Stock Option Scheme-2015 (GOLIL-
ESOP Scheme). The scheme was approved by the shareholders
vide a special resolution passed through postal ballot on May
13, 2015. The scheme is aligned with the Company’s 4 years
strategic plans. The second 4 years plan ended in FY 2024-25
and the Company has embarked on next four years plan. The
GOLIL-ESOP scheme is in compliance with SEBI Regulations.
As per Regulation 14 of Securities and Exchange Board of India
(Share Based Employee Benefits and Sweat Equity) Regulations,
2021, read with Securities and Exchange Board of India circular
no. CIR/CFD/POLICY CELL/2/2015 dated June 16, 2015, the
details of the ESOP are uploaded on the Company’s website at
https://india.gulfoilltd.com/investors/annual-reports. The LTIP is
designed to achieve the strategic objectives set out under GOLIL
4 years strategic plan in line with the ESOP scheme. The LTIP has
helped to create the long term value for the employees.

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

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

During the financial year ended March 31,2026, the Company
has received complaint pertaining to sexual harassment, as
detailed hereunder:

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

During the year, multiple programs were conducted, including
POSH training during employee induction, e-learning modules,
interactive sessions, and internal communications. These
efforts reinforce the Company’s commitment to maintaining a
harassment-free work environment.

PARTICULARS OF EMPLOYEES

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-VIII 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.

VIGIL MECHANISM

The Company has implemented a Whistle Blower Policy
and established a robust vigil mechanism in accordance
with Regulation 22 of the SEBI Listing Regulations to enable
employees and other stakeholders to report genuine concerns
relating to unethical behaviour or violations of the Company’s
Code of Conduct. The mechanism also provides adequate
safeguards against victimisation of individuals who avail of this
facility. No person has been denied access to the Chairperson
of the Audit Committee.

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.

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.

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 places on record their deep appreciation to our
shareholders, customers, business partners, vendors, bankers
and financial institutions for all the support extended during
the year. The Company is also thankful to the Government
of India, the various ministries of the State Governments, the
Central & State Regulatory Authorities and Stock Exchanges.
Finally, we value the hard work, dedication and commitment
of all our employees including workmen at the manufacturing
plants and their families towards the success of the Company.
The Board looks forward to their continued support in the
Company’s future endeavours.

For and on behalf of the Board of Directors

Sd/-

Sanjay G. Hinduja

Place: Istanbul, Turkiye Ch_ai_rman

Date: August 3, 2026 DIN: 00291692

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Monitor risks and risk management capabilities and
mitigation plans.