Letter of Offer This Document Is Important and Requires Your Immediate Attention

LETTER OF OFFER
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
This Letter of Offer is being sent to you as a registered Equity Shareholder (as defined hereinafter) of Gulf Oil Lubricants India Limited (the
“Company”/ “GOLIL”) as on the Record Date (as defined hereinafter) in accordance with Securities and Exchange Board of India (Buy-
Back of Securities) Regulations, 2018, as amended (the “Buyback Regulations”). If you require any clarifications about the action to be
taken, you should consult your stockbroker or your investment consultant or the Manager to the Buyback i.e. Motilal Oswal Investment
Advisors Limited or the Registrar to the Buyback i.e. KFin Technologies Private Limited (Formerly known as “Karvy Fintech Private
Limited”). Please refer to the section on “Definitions of Key Terms” for the definition of the capitalized terms used herein.
Gulf Oil Lubricants India Limited
Registered Office: IN Centre, 49/50, 12th Road, M.I.D.C Andheri (East) Mumbai 400093 Maharashtra
Tel. No.: (+91) 22 6648 7777 | Facsimile: (+91) 22 2824 8232|Website: www.gulfoilindia.com
Corporate Identification Number (CIN): L23203MH2008PLC267060
Contact Person: Mrs. Shweta Gupta, Company Secretary and Compliance Officer
E-mail: secretarial@gulfoil.co.in
CASH OFFER TO BUYBACK UP TO 14,16,667 (FOURTEEN LACS SIXTEEN THOUSAND SIX HUNDRED AND SIXTY SEVEN EQUITY SHARES ONLY)
FULLY PAID-UP EQUITY SHARES OF FACE VALUE ₹2/- EACH (“EQUITY SHARES”) (“BUYBACK”), REPRESENTING 2.8% OF THE TOTAL PAID-UP
EQUITY SHARE CAPITAL OF GULF OIL LUBRICANTS INDIA LIMITED (THE “COMPANY”), FROM ALL THE EQUITY SHAREHOLDERS/ BENEFICIAL
OWNERS OF THE FULLY PAID EQUITY SHARES OF THE COMPANY AS ON THE RECORD DATE I.E. MONDAY, FEBRUARY 21, 2022 (“RECORD
DATE”), ON A PROPORTIONATE BASIS, THROUGH THE “TENDER OFFER” ROUTE, AT A PRICE OF ₹ 600/- (RUPEES SIX HUNDRED ONLY) PER
EQUITY SHARE (THE “BUYBACK PRICE”) FOR AN AGGREGATE AMOUNT NOT EXCEEDING ₹ 85,00,00,200/- (RUPEES EIGHTY - FIVE CRORES
AND TWO HUNDRED ONLY) (THE “BUYBACK SIZE”). AS REQUIRED UNDER THE BUYBACK REGULATIONS, EQUITY SHARES TO BE BOUGHT
BACK ARE DIVIDED INTO TWO CATEGORIES: (I) RESERVED CATEGORY FOR SMALL SHAREHOLDERS (AS DEFINED HEREINAFTER); AND (II)
GENERAL CATEGORY FOR ALL OTHER SHAREHOLDER
1. The Buyback is in accordance with Article 128 of the Articles of Association of the Company and Section 68, 69 and 70 and all other
applicable provisions of the Companies Act, 2013, (the “Act”), and applicable rules made thereunder including the Companies (Share
Capital and Debentures) Rules, 2014, (“Share Capital Rules”), including any amendments, statutory modifications or re- enactments
thereof, for the time being in force and in compliance with the Buyback Regulations the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended (“Listing Regulations”), the Foreign Exchange Management
Act, 1999 and subject to such other approvals, permissions and sanctions as may be necessary and subject to such conditions and
modifications, if any, as may be prescribed or imposed by the appropriate authorities while granting such approvals, permissions and
sanctions as may be required from time to time from any statutory and/ or regulatory authorities including but not limited to Securities
and Exchange Board of India, National Stock Exchange of India Limited, BSE Limited, Registrar of Companies, Reserve Bank of India, etc.
2. The Buyback Size is 9.8% of the aggregate paid-up equity share capital and free reserves (including securities premium account) as per
the audited financial statements of the Company as on March 31, 2021 (the last audited financial statements available for the financial
year as on the date of the Board meeting approving the proposal of the Buyback, held on February 09, 2022) and is within the statutory
limits of 10% of the total paid-up equity share capital and free reserves (including securities premium account) as per the last audited
financial statements of the Company for financial year ended March 31, 2021. The Equity Shares proposed to be bought back represent
2.8% of the total number of paid-up equity share capital of the Company.
3. The Letter of Offer will be sent to the Shareholder(s)/ Beneficial Owner(s) holding Equity Shares of the Company as on the Record Date
i.e. Monday, February 21, 2022.
4. The procedure for tendering and settlement is set out in Clause 20 on page 31 of this Letter of Offer. The Form of Acceptance-cum-
Acknowledgement (the “Tender Form”) is enclosed together with this Letter of Offer.
5. For mode of payment of consideration to the Equity Shareholders, please refer to Clause 20 on page 31 of this Letter of Offer.
6. Equity Shareholders are advised to refer to Clause 17 (Details of the Statutory Approvals) and Clause 21 (Note on Taxation) of this Letter
of Offer, before tendering their Equity Shares in the Buyback.
7. A copy of the Public Announcement dated February 10, 2022 published on February 11, 2022 and this Letter of Offer (including the
Tender Form) shall also be available on the website of the Company- www.gulfoilindia.com and is expected to be available on the website
of Securities and Exchange Board of India- www.sebi.gov.in.
MANAGER TO THE BUY BACK REGISTRAR TO THE BUY BACK
KFin Technologies Private Limited

Motilal Oswal Investment Advisors Limited
(Formerly known as “Karvy Fintech Private Limited”)
Motilal Oswal Tower, Rahimtullah Sayani Road Opposite Parel ST
Selenium, Tower B, Plot No- 31 and 32, Financial District,
Depot, Prabhadevi, Mumbai- 400 025, Maharashtra, India
Nanakramguda, Serilingampally, Hyderabad, Rangareddi 500 032
Tel: +91 22 7193 4380
Telangana, India.
Email: GOLIL.buyback2022@motilaloswal.com
Toll free number: 18003094001
Investor Grievance E-mail: moiaplredressal@motilaloswal.com
Email: gulfoil.buyback@kfintech.com
Website: www.motilaloswalgroup.com
Contact person: Ms. Ritu Sharma / Kirti Kanoria Website: www.kfintech.com
SEBI Registration No.: INM000011005 Contact Person: Mr. M Murali Krishna
CIN: U67190MH2006PLC160583 SEBI Registration Number: INR000000221
CIN: U72400TG2017PTC117649
BUY BACK OPENS ON: Friday, March 25, 2022 BUY BACK CLOSES ON: Thursday, April 07, 2022
LAST DATE/ TIME OF RECEIPT OF COMPLETED APPLICATION FORMS AND OTHER SPECIFIED DOCUMENTS INCLUDING PHYSICAL SHARE
CERTIFICATES BY THE REGISTRAR: THURSDAY, APRIL 07, 2022, 5 PM
TABLE OF CONTENTS
1. SCHEDULE OF ACTIVITIES ........................................................................................................................................................... 3

2. DEFINITION OF KEY TERMS ........................................................................................................................................................ 3
3. DISCLAIMER CLAUSE .................................................................................................................................................................. 5
4. TEXT OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS .............................................................. 7
5. DETAILS OF THE PUBLIC ANNOUNCEMENT ............................................................................................................................. 11
6. DETAILS OF THE BUY BACK ....................................................................................................................................................... 11
7. AUTHORITY FOR THE BUY BACK ............................................................................................................................................... 13
8. NECESSITY OF THE BUY BACK ................................................................................................................................................... 13
9. MANAGEMENT DISCUSSION AND ANALYSIS AND THE LIKELY IMPACT OF BUY BACK ON THE COMPANY .............................. 13
10. BASIS OF CALCULATING THE BUYBACK PRICE .......................................................................................................................... 15
11. SOURCES OF FUNDS FOR THE BUY BACK ................................................................................................................................. 15
12. DETAILS OF THE ESCROW ACCOUNT AND THE AMOUNT DEPOSITED THEREIN ...................................................................... 16
13. CAPITAL STRUCTURE AND SHAREHOLDING PATTERN ............................................................................................................. 16
14. BRIEF INFORMATION OF THE COMPANY ................................................................................................................................. 17
15. FINANCIAL INFORMATION ABOUT THE COMPANY .................................................................................................................. 19
16. STOCK MARKET DATA .............................................................................................................................................................. 20
17. DETAILS OF THE STATUTORY APPROVALS ................................................................................................................................ 21
18. DETAILS OF THE REGISTRAR TO THE BUY BACK AND COLLECTION CENTRES........................................................................... 22
19. PROCESS AND METHODOLOGY FOR THE BUYBACK ................................................................................................................. 22
20. PROCEDURE FOR TENDER/ OFFER AND SETTLEMENT ............................................................................................................. 26
21. NOTE ON TAXATION ................................................................................................................................................................. 33
22. DECLARATION BY THE BOARD OF DIRECTORS ......................................................................................................................... 34
23. AUDITOR’S CERTIFICATE ........................................................................................................................................................... 36
24. DOCUMENTS FOR INSPECTION ................................................................................................................................................ 38
25. DETAILS OF THE COMPLIANCE OFFICER AND COMPANY INVESTOR RELATIONS ..................................................................... 39
26. DETAILS OF THE REMEDIES AVAILABLE TO THE EQUITY SHAREHOLDERS................................................................................ 39
27. DETAILS OF INVESTOR SERVICE CENTRE .................................................................................................................................. 39
28. DETAILS OF THE MANAGER TO THE BUY BACK ........................................................................................................................ 39
29. DECLARATION BY THE DIRECTORS REGARDING AUTHENTICITY OF THE INFORMATION IN THE LETTER OF OFFER ................ 39
30. OFFER FORM ............................................................................................................................................................................ 39
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1. SCHEDULE OF ACTIVITIES
Schedule of activities
Activity
Date Day
Date of the Board meeting to approve the proposal for Buyback of Equity Shares February 09, 2022 Wednesday
Date of publication of Public Announcement for the Buyback February 11, 2022 Friday
Record Date for determining the Buyback Entitlement and the names of Eligible February 21, 2022 Monday
Sellers
Buyback opens on/ date of opening of Buyback March 25, 2022 Friday
Buyback closes on/ date of closing of Buyback April 07, 2022 Thursday
Last date of receipt of completed Tender Forms and other specified documents April 07, 2022 Thursday
including physical share certificates by the Registrar and Transfer Agent
Last date of verification by Registrar April 07, 2022 Thursday
Last date of providing Acceptance to the Stock Exchange by the Registrar April 19, 2022 Tuesday
Last date of settlement of bids on the Stock Exchange April 20, 2022 Wednesday
Last date of dispatch of share certificate(s) by RTA/ return of unaccepted demat April 20, 2022 Wednesday
Equity Shares by Stock Exchange to Selling Member/ Eligible Sellers
Last date of extinguishment of Equity Shares April 26, 2022 Tuesday
Note: Where last dates are mentioned for certain activities, such activities may happen on or before the respective last dates.
2. DEFINITION OF KEY TERMS
This Letter of Offer uses certain definitions and abbreviations which, unless the context otherwise indicates or implies or specified
otherwise, shall have the meaning provided below. Reference to any legislation, act, regulations, rules, guidelines or policies shall
be to such legislation, act, regulations, rules, guidelines or policies as amended, supplemented, or re-enacted from time to time
and any reference to a statutory provision shall include any subordinate legislation made from time to time under that provision.
The words and expressions used in this Letter of Offer, but not defined herein shall have the meaning ascribed to such terms under
the Buyback Regulations, the Companies Act, the Depositories Act, and the rules and regulations made thereunder
Term Description
Acceptance / Accept /
Acceptance of Equity Shares tendered by Eligible Sellers in the Buyback Offer.
Accepted
Act or Companies Act The Companies Act, 2013, as amended including the rules and regulations made thereunder.
The facility for acquisition of Equity Shares through mechanism provided by the Designated Stock
Acquisition Window
Exchange in the form of a separate window in accordance with the SEBI Circular.
Additional Equity Shares tendered by an Eligible Seller over and above the Buyback Entitlement of
Additional Equity Shares
such Eligible Seller not exceeding the Equity Shares held by such Eligible Seller as on the Record
or Additional Shares
Date.
Articles / AOA Articles of Association of the Company, as amended from time to time
Board or Board of Board of Directors of the Company (which term shall, unless repugnant to the context or meaning
Directors thereof, be deemed to include a duly authorized ‘Committee’ thereof).
Meeting of the Board of Directors of the Company held on, February 09, 2022 approving the
Board Meeting
Buyback.
BOI Body of Individuals
BSE BSE Limited
Buyback of 14,16,667 Equity Shares (Fourteen Lacs Sixteen Thousand Six Hundred and Sixty Seven
Buyback or Buyback Equity Shares only) at a price of ₹ 600/- (Rupees Six Hundred Only) per Equity Share for an aggregate
Offer or Offer amount up to ₹ 85,00,00,200/- (Rupees Eighty- Five Crores and Two Hundred Only) through Tender
Offer.
April 07, 2022 being the last date up to which the tendering of shares by Eligible Sellers will be
Buyback Closing Date
allowed.
March 25, 2022 being the date from which the tendering of Equity Shares by Eligible Sellers will be
Buyback Opening Date
allowed.
The number of Equity Shares that an Eligible Seller is entitled to tender, in the Buyback, based on
Buyback Entitlement or
the number of Equity Shares held by such Eligible Seller, on the Record Date and the ratio /
Entitlement
percentage of Buyback applicable to such Shareholder.
The period between the date of Board Meeting to authorize Buyback i.e. February 09, 2022 till the
Buyback Period date on which the payment of consideration to shareholders who have accepted the Buyback offer
will be made.
Buyback Price or Offer Price at which Equity Shares will be bought back from the Equity Shareholders i.e. ₹ 600/- (Rupees
Price Six Hundred Only) per Equity Share, payable in cash.
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Term Description
Number of Equity Shares proposed to be bought back i.e. 14,16,667 (Fourteen Lacs Sixteen
Thousand Six Hundred and Sixty Seven) fully paid-up Equity Shares multiplied by the Buyback Price
Buyback Size
i.e. a price of ₹ 600/- (Rupees Six Hundred Only) per Equity Share aggregating to ₹ 85,00,00,200/-
(Rupees Eighty- Five Crores and Two Hundred only).
The Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018 including any
Buyback Regulations amendments, statutory modifications or re-enactments thereof, for the time being in force and the
SEBI Circulars.
Buyback Tax is defined under Clause 115QA of the Income Tax Act 1961, i.e. Tax on distributed
income to shareholders.—(1) Notwithstanding anything contained in any other provision of this Act,
in addition to the income-tax chargeable in respect of the total income of a domestic company for
Buyback Tax any assessment year, any amount of distributed income by the company on buy-back of shares (not
being shares listed on a recognised stock exchange) from a shareholder shall be charged to tax and
such company shall be liable to pay additional income-tax at the rate of twenty per cent on the
distributed income.
CDSL Central Depository Services (India) Limited
Clearing Corporation Indian Clearing Corporation Limited
The Committee of Directors was formed and authorized for the purposes of the Buyback through a
Committee or
resolution of the Board dated February 09, 2022. The Buyback Committee comprises of Mr. Ravi
Committee of Directors
Shamlal Chawla, Managing Director & CEO and Mr. Munesh Narinder Khanna, Non-Executive
or Buyback Committee
Independent Director.
Companies Act or Act Companies Act, 2013 and applicable rules thereunder.
“Company” or “Our
Company” or “we” or Gulf Oil Lubricants India Limited unless the context states otherwise.
“us” or “our”
Company’s Broker Motilal Oswal Financial Services Limited
Company’s Demat The depository account entitled “Gulf Oil Lubricants India Limited Buyback Offer 2022”opened by
Account the Company.
DP Depository Participant
Depositories NSDL and CDSL
Designated Stock
The designated stock exchange for the Buyback is BSE Limited.
Exchange
Director Director(s) of the Company.
Draft Letter of Offer
This Draft Letter of Offer dated February 18, 2022 filed with SEBI.
(DLOF)
Eligible Shareholders or Person(s) eligible to participate in the Buyback Offer and would mean all equity shareholders/
Eligible Person or Equity beneficial owner(s) of Equity Shares of the Company as on Record Date i.e. Monday, February 21,
Shareholder or Eligible 2022 and excludes Person(s) who do not have the capacity under applicable law to tender equity
Sellers shares.
Equity Shares Fully paid-up equity shares of the Company each having a face value of ₹ 2 (Rupee Two Only).
The Escrow Account titled “GOLIL BUYBACK OF EQUITY SHARES 2022” opened with the Escrow
Escrow Account
Agent.
Escrow Agent Kotak Mahindra Bank Limited
The Escrow Agreement dated February 14, 2022 entered into between the Company, the Manager
Escrow Agreement
to the Buyback and the Escrow Agent.
Foreign Exchange Management Act, 1999 including the regulations, circulars, directions and
FEMA
notifications issued thereunder.
FIIs/FPI(s) Foreign Institutional Investors / Foreign Portfolio Investors
IT Act or Income Tax Act Income-tax Act, 1961
General Category Eligible Sellers other than the Small Shareholders
The letter of offer dated March 11, 2022 containing disclosures in relation to the Buyback as
LOF or Letter of Offer
specified in the Buyback Regulations, including comments received from SEBI on the Letter of Offer.
The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
LODR Regulations
Regulations, 2015, as amended.
Manager to the Buyback
Motilal Oswal Investment Advisors Limited
or Manager to the Offer
N.A. Not Applicable
A person resident outside India, who is a citizen of India or a person of Indian origin, and shall have
Non-Resident Indians the meaning ascribed to such term in the Foreign Exchange Management (Deposit) Regulations,
2000.
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Term Description
Non-Resident Includes Non-resident Indians (NRI), Foreign Institutional Investors (FII) and Foreign Portfolio
Shareholders Investors (FPI) and erstwhile Overseas Corporate Bodies (OCB) and Foreign Nationals.
NSE National Stock Exchange of India Limited
NSDL National Securities Depository Limited
Promoter and promoter group as have been disclosed under the filings made by the Company
Promoter and Promoter under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Group Regulations, 2015, as amended, and the Securities and Exchange Board of India (Substantial
Acquisition of Shares and Takeovers) Regulations, 2011, as amended.
The public announcement, made in accordance with the Buyback Regulations, dated
February 10, 2022 published in all editions of the Business Standard (English national daily), the
Public Announcement Hindustan Times (Hindi national daily) and the Lokmat (Marathi regional daily) (being the regional
language at the place where the registered office of the Company is situated), each with wide
circulation, on February 11, 2022.
PAN Permanent Account Number
Physical Form Tender form for Eligible Shareholders holding Physical Shares.
Physical Shares Equity Share(s) of the Company in physical form.
RBI Reserve Bank of India
The date for the purpose of determining the Buyback Entitlement and the names of the Eligible
Sellers to whom the Letter of Offer and Tender Form will be sent, and who are eligible to participate
Record Date
in the proposed Buyback offer in accordance with the Buyback Regulations. The Record Date for
the Offer is Monday, February 21, 2022.
Registrar to the Buyback KFin Technologies Private Limited (Formerly known as “Karvy Fintech Private Limited”)
SEBI Securities and Exchange Board of India
Tendering of Equity Shares by Shareholders and settlement of the same, through the stock
exchange mechanism as specified by SEBI in the circular bearing number
SEBI Circulars CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015 read with the SEBI circular bearing number
CFD/DCR2/CIR/P/2016/131 dated December 09, 2016 and circular no. CFD/DCR-III/CIR/P/2021/615
dated August 13, 2021, as may be amended from time.
Seller Member or Seller A stockbroker (who is a member of the BSE) of an Eligible Seller, through whom the Eligible
Broker Shareholder wants to participate in the Buyback.
Shareholders Holders of Equity Shares and includes beneficial owners thereof
A Stockbroker of an Eligible Seller through whom the Eligible Seller wants to participate in the
Shareholder Broker
Buyback.
‘Small Shareholder’ means a shareholder of the Company, who holds shares whose market value,
on the basis of closing price of shares, on the recognized stock exchange in which highest trading
Small Shareholder
volume in respect of such security, as on Record Date (i.e. February 21, 2022), is not more than ₹
200,000/- (Rupees Two Lakh Only).
Stock Exchanges BSE and NSE, being the stock exchanges where the Equity Shares of the Company are listed.
Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Takeover Regulations
Regulations, 2011, as amended.
Tender Form The form to be filled in by the Shareholders to participate in the Buyback.
Tender Offer Method of Buyback as defined in Regulation 2(i)(q) of the Buyback Regulations.
Period of 10 (Ten) Working Days from the date of opening of the Buyback Offer until its closure
Tendering Period
(both days inclusive).
TRS Transaction Registration Slip generated by the exchange bidding system.
U.S. or U.S.A. or USA United States/ United States of America
Working Day Working day shall have the meaning ascribed to it under the Buyback Regulations.
3. DISCLAIMER CLAUSE
As required, a copy of this Letter of Offer has been submitted to SEBI. It is to be distinctly understood that submission of this Letter
of Offer to SEBI should not, in any way, be deemed or construed that the same has been cleared or approved by SEBI. SEBI does
not take any responsibility either for the financial soundness of the Company to meet its Buyback commitments or for the
correctness of the statements made or opinions expressed in this Letter of Offer . The Manager to the Buyback, Motilal Oswal
Investment Advisors Limited, has certified that the disclosures made in this Letter of Offer are generally adequate and are in
conformity with the provisions of the Companies Act and the Buyback Regulations. This requirement is to facilitate Eligible Sellers
to take an informed decision in tendering their Equity Shares in the Buyback.
It should also be clearly understood that, while the Company is primarily responsible for the correctness, adequacy and disclosure
of all relevant information in the Letter of Offer, the Manager to the Buyback is expected to exercise due diligence to ensure that
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the Company discharges its duty adequately in this behalf and towards this purpose, the Manager to the Buyback, Motilal Oswal
Investment Advisors Limited, has furnished to SEBI a due diligence certificate dated February 18, 2022, in accordance with the
Buyback Regulations, which reads as follows:
“We have examined various documents and material papers contained in the annexures to this Draft Letter of Offer relevant to the
Buyback, as part of the due diligence carried out by us in connection with the finalization of the Public Announcement published
on February 11, 2022 and the Draft Letter of Offer dated February 18, 2022. On the basis of such examination and the discussions
with the Company, we hereby state that:
1) the Public Announcement and the Draft Letter of Offer are in conformity with the documents, materials and papers relevant
to the Buyback;
2) all the legal requirements connected with the said offer including the SEBI (Buy-Back of Securities) Regulations, 2018, as
amended, have been duly complied with;
3) the disclosures in the Public Announcement and the Draft Letter of Offer are, to the best of our knowledge, true, fair and
adequate in all material respects for the Eligible Sellers to make a well informed decision in respect of the captioned Buyback;
4) funds used for Buyback shall be as per the provisions of the Companies Act, 2013 .”
The filing of the Draft Letter of Offer with SEBI, does not, however, absolve the Company from any liability under the provisions
of the Companies Act or from the requirement of obtaining such statutory or other clearances as may be required for the purpose
of the proposed Buyback.
The Directors/ Promoters declare and confirm that no information or material likely to have a bearing on the decision of Eligible
Sellers has been suppressed, withheld and/ or incorporated in a manner that would amount to misstatement or misrepresentation
and in the event of it transpiring at any point of time that any information or material has been suppressed or withheld, or amounts
to a misstatement or misrepresentation, the Promoters and Directors and the Company shall be liable for penalty in terms of the
provisions of the Companies Act and the Buyback Regulations.
The Directors/ Promoters, also declare and confirm that, funds borrowed, if any, from banks and financial institutions will not be
used for the Buyback.
Disclaimer for Persons other than those resident in India
 This Letter of Offer has not been filed, registered or approved in any jurisdiction outside India. This Letter of Offer does not
in any way constitute an offer to sell, or an invitation to sell, any securities in any jurisdiction in which such offer or invitation
is not authorized or to any person to whom it is unlawful to make such offer or solicitation would subject the Company or the
Manager to the Offer to any new or additional requirements or registrations. Potential users of the information contained in
this Letter of Offer are requested to inform themselves about and to observe any applicable legal requirement or restrictions.
Important Notice to all Shareholders
 This Letter of Offer has been prepared for the purposes of compliance with the Buyback Regulations. Accordingly, the
information disclosed herein may not be the same as that which would have been disclosed if this document had been
prepared in accordance with the laws and regulations of any jurisdiction outside of India. The Company and the Manager to
the Offer are under no obligation to update the information contained herein at any time after the date of this Letter of Offer.
The Letter of Offer shall be dispatched to all Eligible Shareholders (Equity Shareholders as on the Record Date) as per the
Buyback Regulations and such other circulars or notifications, as may be applicable. However, receipt of the Letter of Offer
by any Equity Shareholder in a jurisdiction in which it would be illegal to make this Offer, or where making this Offer would
require any action to be taken (including, but not restricted to, registration of the Letter of Offer under any local securities
laws), shall not be treated by such Equity Shareholders as an offer being made to them. Any Equity Shareholder who tenders
his, her or its Equity Shares in the Buyback shall be deemed to have declared, represented, warranted and agreed that he,
she or it is authorized under the provisions of any applicable local laws, rules, regulations and statutes to participate in the
Buyback.
Forward Looking Statements:
This Letter of Offer contains certain forward-looking statements. These forward-looking statements generally can be identified
by words or phrases such as ‘aim’, ‘anticipate’, ‘believe’, ‘expect’, ‘estimate’, ‘intend’, ‘objective’, ‘plan’, ‘project’, ‘will’, ‘will
continue’, ‘will pursue’ or other words or phrases of similar import. Similarly, statements that describe our strategies, objectives,
plans or goals are also forward-looking statements. All forward-looking statements are subject to risks, uncertainties and
assumptions about the Company that could cause actual results to differ materially from those contemplated by the relevant
forward-looking statement.
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Actual results may differ materially from those suggested by forward‐looking statements due to risks or uncertainties associated
with expectations relating to, inter alia, regulatory changes pertaining to the industries in India in which we operate and our ability
to respond to them, our ability to successfully implement our strategy, our growth and expansion, technological changes, our
exposure to market risks, general economic and political conditions in India which have an impact on its business activities or
investments, the monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign
exchange rates, equity prices or other rates or prices, the performance of the financial markets in India and globally, changes in
domestic laws, regulations and taxes and changes in competition in the industries in which the Company operates.
Certain figures contained in this Letter of Offer, including financial information, have been subject to rounding-off adjustments.
All decimals have been rounded off to two decimal points. In certain instances, (i) the sum or percentage change of such numbers
may not conform exactly to the total figure given; and (ii) the sum of the numbers in a column or row in certain tables may
not conform exactly to the total figure given for that column or row.
Currency and Unit of Presentation:
In this Letter of Offer, references to “₹” and “Rupees” are to Indian Rupees i.e. the legal currency of India. Further, all data related
to financials are given in ₹ lakh or lakhs, unless otherwise stated.
4. TEXT OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS
The Buyback through Tender Offer was considered and approved by the Board of Directors of the Company at their meeting held
on February 09, 2022. The extracts of the Board resolution are as follows:
“RESOLVED THAT in accordance with the Article 128 of the Articles of Association of the Company and the provisions of Sections
68, 69, 70 and all other applicable provisions, if any, of the Companies Act, 2013 (the “Act”), the Companies (Share Capital and
Debentures) Rules, 2014 (the “Share Capital Rules”), , including any amendments, statutory modifications or re- enactments
thereof, for the time being in force and in compliance of the Securities and Exchange Board of India (Buyback of Securities)
Regulations, 2018 (“Buyback Regulations”), the Foreign Exchange Management (Non-debt Instruments) Rules, 2019, as
amended and such other approvals, permissions and sanctions as may be necessary and subject to any modifications and
conditions, if any, as may be prescribed by the Securities and Exchange Board of India (“SEBI”), Registrar of Companies, Mumbai
(the “ROC”) and/ or other appropriate authorities or bodies (the “Appropriate Authorities”), as may be necessary and subject to
such conditions and modifications as may be prescribed or imposed while granting such approvals, permissions and sanctions
which may be agreed to by the Board of Directors of the Company (the "Board" which expression shall include any committee
constituted by the Board to exercise its powers, including the powers conferred by this resolution), the Board hereby accorded
for buyback of upto 14,16,667 (Fourteen Lacs Sixteen Thousand Six Hundred Sixty Seven) fully paid up equity shares of the face
value of Re. 2/- (Rupee Two Only) each (representing up to 2.8% of the total paid-up Equity Share capital of the Company)
(hereinafter referred to as the “Equity Shares” or “Shares”) at a price of Rs. 600/- (Rupees Six Hundred Only) per fully paid up
Equity Share payable in cash (“Buyback Price”) for a maximum amount not exceeding Rs. 85,00,00,200/- (Rupees Eighty Five
Crores Two Hundred Only) (“Buyback Size”), representing 9.8% of the paid-up equity share capital and free reserves as per
audited financial statements of the Company for the financial year ended March 31, 2021 and is within the 10% limit of paid-up
share capital and free reserves (including securities premium account) of the aggregate of the fully paid-up equity share capital
and free reserves under the board of directors approval route as per the provisions of the Act from the equity shareholders of the
Company, as on the record date i.e. Monday, February 21, 2022, (hereinafter referred to as the “ Record Date”) on a proportionate
basis, through the Tender Offer route as prescribed under the Buyback Regulations (hereinafter referred to as the "Buyback").
RESOLVED FURTHER THAT the Buyback Size does not include any expenses incurred or to be incurred for the Buyback like filing
fees payable to the Securities and Exchange Board of India, brokerage, applicable taxes (such as income tax, buyback taxes,
securities transaction tax, stamp duty and goods and service tax), advisors’ fees, public announcement publication expenses,
printing and dispatch expenses and other incidental and related expenses.
RESOLVED FURTHER THAT as required by Regulation 6 of the Buyback Regulations, the Company shall buyback Equity Shares from
the shareholders on a proportionate basis under the Tender Offer, provided that 15% of the number of Equity Shares which the
Company proposes to buyback or number of Equity Shares entitled as per the shareholding of small shareholders at the Record
Date, whichever is higher, shall be reserved for small shareholders, as defined in the Buyback Regulations.
RESOLVED FURTHER THAT all of the shareholders of the Company who hold Equity Shares as on the Record Date shall be eligible
to participate in the Buyback including promoters, promoter group and persons in control of the Company who hold Equity Shares
of the Company.
RESOLVED FURTHER THAT the Company shall implement the Buyback using the “Mechanism for acquisition of shares through
Stock Exchange” notified by SEBI vide circular CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015, read with the circulars issued in
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relation thereto, including circular CFD/DCR2/CIR/P/2016/131 dated December 9, 2016, including any further amendments
thereof and the Company shall approach the Stock Exchange(s), as may be required, for facilitating the same.
RESOLVED FURTHER THAT the Buyback from non-resident shareholders, Overseas Corporate Bodies (OCB’s), Foreign Institutional
Investors, Foreign Portfolio Investors and shareholders of foreign nationality, if any, shall be subject to such approvals, if and to
the extent necessary or required from concerned authorities including approvals from the Reserve Bank of India (“RBI”) under
Foreign Exchange Management Act, 1999 and rules and regulations framed there under, if any.
RESOLVED FURTHER THAT the Buyback would be subject to the condition of maintaining minimum public shareholding
requirements as specified in Regulation 38 of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements), Regulations, 2015 (as amended) (the “Listing Regulations”).
RESOLVED FURTHER THAT the Company has complied and shall continue to comply with Section 70 of the Act, wherein:
(a) It shall not directly or indirectly purchase its own shares:
i. through a subsidiary company including its own subsidiary companies, if any; or
ii. through any investment company or group of investment companies.
(b) There are no defaults subsisting in the repayment of deposits or interest payment thereon, redemption of debentures or
interest payment thereon or redemption of preference shares or payment of dividend due to any shareholder, or
repayment of any term loans or interest payable thereon to any financial institution or banking company, in the last three
years; and
(c) The Company is in compliance with the provisions of Sections 92, 123, 127 and 129 of the Act.
RESOLVED FURTHER THAT the proposed Buyback be implemented from the existing shareholders including the promoter(s) and
promoter group of the Company (as have been disclosed under the shareholding pattern filings made by the Company from time
to time under the Listing Regulations and Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover)
Regulations 2011 (“SEBI Takeover Regulations”), from its free reserves and/or surplus and/or securities premium account of the
Company or such other sources or by such mechanisms as may be permitted by law, and on such terms and conditions as the
Board may decide from time to time, and in the absolute discretion of the Board, as it may deem fit.
RESOLVED FURTHER THAT nothing contained hereinabove shall confer any right on the part of any shareholder to offer, or any
obligation on the part of the Company or the Board to buyback any shares and/or impair any power of the Company or the Board
to terminate any process in relation to such Buyback if so permissible by law.
RESOLVED FURTHER THAT the draft of the Declaration of Solvency prepared in the prescribed form and supporting affidavit and
other documents, placed before the meeting be and are hereby approved and Mr. Ravi Shamlal Chawla, Managing Director &
CEO and Mr. Munesh Narinder Khanna, Non-Executive Independent Director, be and are hereby jointly and severally authorized
to sign the same, for and on behalf of the Board and file the same with the ROC and SEBI in accordance with the applicable laws.
RESOLVED FURTHER THAT a Buyback Committee comprising of Mr. Ravi Shamlal Chawla, Managing Director & CEO and Mr.
Munesh Narinder Khanna, Non-Executive Independent Director, of the Company be and is hereby constituted and the powers of
the Board in respect of Buyback be delegated to the Committee (“Buyback Committee”) and each member of the Buyback
Committee be and is hereby severally authorized to do all such acts, deeds and things as may be necessary, expedient or proper
with regard to the implementation of the Buyback, including, but not limited to, the following:
1. The initiating of all necessary actions for preparation and issue of public announcement, draft letter of offer, letter of offer
and related documents;
2. The preparation, finalization and filing of public announcement, draft letter of offer, letter of offer, related documents and
also the certificates for declaration of solvency and other filings with the SEBI, ROC, the stock exchanges and other
appropriate authority(ies), if any;
3. Finalizing the terms of Buyback such as the entitlement ratio, the schedule of activities for Buyback including finalizing the
date of opening and closing of Buyback, the timeframe for completion of the Buyback;
4. The appointment of printers, advertisement agency, and other advisors, consultants or representatives and settlement of
the remuneration for all such intermediaries/ agencies/ persons, including by the advisory fees, payment of commission,
brokerage, fee, charges etc. and enter into agreements/ letters in respect thereof;
5. The making of all applications to the appropriate authorities for their requisite approvals;
6. Earmarking and making arrangements for adequate sources of funds for the purpose of theBuyback;
7. The opening, operation and closure of cash escrow account and special account inaccordance with the escrow agreement
to be executed by the Company in this regard;
8. The opening, operation and closure of demat escrow account in accordance with the escrowagreement to be executed by
the Company with the depository participant;
9. To settle all such questions, difficulties or doubts that may arise in relation to theimplementation of the Buyback;
10. To make all applications to the appropriate authority(ies) for their requisite approvals including for approvals as may be
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required from the RBI under the Foreign Exchange Management Act, 1999 and the rules and regulations framed there under,
if any;
11. To sign the documents as may be necessary with regard to the Buyback and use the common seal of the Company on relevant
documents required to be executed for the Buyback and to initiate all necessary actions for preparation and issue of various
documents and such other undertakings, agreements, papers, documents and correspondence as may be necessary for the
implementation of the Buyback to the SEBI, RBI, ROC, stock exchanges, depositories and/or other appropriate authorities;
12. To decide on designated stock exchange;
13. To deal with stock exchanges (including their clearing corporations), and to sign, execute, and deliver such documents as
may be necessary or desirable in connection with implementing the Buyback using the “Mechanism for acquisition of shares
through Stock Exchange” notified by SEBI vide circular CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015, read with the
circulars issued in relation thereto, including circular CFD/DCR2/CIR/P/2016/131 dated December 9, 2016, including any
further amendments thereof;
14. Extinguishment of dematerialized share and physical destruction of share certificates and certificates of extinguishment
required to be filed in connection with the Buyback on behalf of the Board;
15. To do all such acts, deeds, matters and things as it may in its absolute discretion, deem necessary, expedient, usual or proper;
and/or
16. Sign, execute and deliver such documents as may be necessary or desirable in connection with or incidental to the Buyback.
17. To do all such acts as it may, in its absolute discretion deem necessary, expedient or properfor the implementation of the
Buyback.
The Company Secretary shall act as the Secretary to the Buyback Committee.
RESOLVED FURTHER THAT the Buyback Committee be and is hereby authorised to do all such acts, deeds, matters and things as
it may, in its absolute discretion deem necessary, expedient or proper, to be in the best interest of the shareholders for the
implementation of the Buyback, including but not limited to carrying out incidental documentation as also to make applications
to the appropriate authorities for their approvals and to initiate all necessary actions for preparation and issue of various
documents, opening of accounts including public announcement, letter of offer, extinguishment of share certificates and
‘Certificate ofExtinguishment' required to be filed in connection with the Buyback on behalf of the Board and such other
undertakings, agreements, papers, documents and correspondence as may be necessary for the implementation of the Buyback
to the SEBI, RBI, BSE Limited, National StockExchange of India Limited, ROC, depositories and/or other authorities.
RESOLVED FURTHER THAT the quorum for a meeting of the Buyback Committee shall be presence of all members and the Buyback
Committee may regulate its own proceedings andmeet as often as required, to discharge its functions.
RESOLVED FURTHER THAT the Buyback Committee shall have the power and authority to delegate all or any of the authorities
conferred upon it to any officer(s) and/or representatives of the Company, in order to give effect to the aforesaid resolutions and
to revoke and substitute such delegation / sub-delegation of authority from time to time.
RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Buyback Committee be and is hereby authorized
to accept and make any alteration(s), modification(s) to the terms and conditions as it may deem necessary, concerning any aspect
of the Buyback, in accordance with the statutory requirements as well as to give such directions as may be necessary or desirable,
to settle any questions, difficulties or doubts that may arise and generally, to do all acts, deeds, matters and things as it may, in its
absolute discretion deem necessary, expedient, usual or proper in relation to or in connection with or for matters consequential
to the Buyback without seeking any further consent or approval of the Board or otherwise to the end and intent that they shall
be deemed to have given their approval thereto expressly by the authority of this resolution.
RESOLVED FURTHER THAT Buyback Committee shall dissolve post completion of Buyback.
RESOLVED FURTHER THAT in compliance with Securities and Exchange Board of India (Buyback of Securities) Regulation 2018,
Motilal Oswal Investment Advisors Limited, Merchant Bankers be and are hereby appointed as the Manager to the BuyBack and
Motilal Oswal Financial Services Limited be and are hereby appointed as the Company broker for the proposed buyback
transaction at such remuneration as mutually agreed with Motilal Oswal Investment Advisors Limited.
RESOLVED FURTHER THAT in compliance with Securities and Exchange Board of India (Buyback of Securities) Regulations 2018,
KFin Technologies Private Limited be appointed as the Registrar for the proposed buyback transaction at such remuneration as
mutually agreed.
RESOLVED FURTHER THAT in compliance with the Securities and Exchange Board of India (Buyback of Securities) Regulations
2018, BSE Limited be appointed as the Designated Stock Exchange for the proposed buyback transaction.
RESOLVED FURTHER THAT as required by Clause (x) of Schedule I under Regulation 5 (iv)(b) of the Buyback Regulation, the Board
confirms that it has made a full enquiry into the affairs and prospects ofthe Company and has formed the opinion:
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1. That immediately following the date of this Board meeting, there will be no grounds on which the Company can be found
unable to pay its debts.
2. That as regards the Company’s prospects for the year immediately following the date of this Board meeting and having regard
to the Board’s intentions with respect to the management of the Company’s business during that year and to the amount
and character of the financial resources, which will, in the Board’s view, be available to the Company during that year, the
Company will be able to meet its liabilities as and when they fall due and will not be rendered insolvent within a period of
one year from the date of this board meeting.
3. In forming its opinion aforesaid, the Board has taken into account the liabilities as if the Company were being wound up
under the provisions of the Act and the Insolvency and Bankruptcy Code, 2016 (including prospective and contingent
liabilities).
RESOLVED FURTHER THAT the Board hereby confirms that:
1. All the equity shares for Buyback are fully paid-up;

2. The Company shall not issue and allot any Equity Shares including by way of bonus or convert any outstanding employee stock
ownership plans /outstanding instruments into Equity Shares, till the date of payment to shareholders for shares bought
back under this Buyback;
3. The Company, as per provisions of Section 68(8) of the Companies Act 2013, shall not makea further issue of the same kind
of shares or other securities including allotment of new shares under clause (a) of sub-section (1) of section 62 or other
specified securities within a period of six months from completion of buyback except by way of a bonus issue or in the
discharge of subsisting obligations such as conversion of warrants, stock option schemes, sweat equity or conversion of
preference shares or debentures into equity shares;
4. The Company, as per provisions of 24(i)(f) of Buyback Regulations, shall not raise further capital for a period of one year from
the date of completion of payment to shareholders under this buyback except in discharge of its subsisting obligations;
5. The Company shall not Buyback locked-in Equity Shares and non-transferable Equity Shares till the pendency of the lock-in or
till the Equity Shares become transferable;
6. The Company shall not Buyback its shares from any person through negotiated deal whether on or off the stock exchanges
or through spot transactions or through any private arrangement in the implementation of the Buyback;
7. There are no defaults subsisting in the repayment of deposits or interest payment thereon, redemption of debentures or
interest payment thereon or redemption of preference shares or payment of dividend due to any shareholder, or repayment
of any term loans or interest payable thereon to any financial institutions or banking companies;
8. Funds borrowed from banks and financial institutions will not be used for the Buyback;
9. The maximum amount of the Buyback i.e. Rs. 85,00,00,200/- (Rupees Eighty Five Crores Two Hundred Only) does not exceed
10% of the aggregate paid-up Equity Share capital and free reserves (including securities premium account) of the Company
as per latest audited financial statements of the Company for the financial year ended March 31, 2021;
10. The maximum number of shares proposed to be purchased under the Buyback shall not exceed 2.8% of the total number of
fully paid up Equity Shares in the fully paid-up Equity Share capital as per the audited financial Statements of the Company
for the financial year ended March 31, 2021;
11. The Company shall not make any offer of buyback within a period of one year reckoned from the date of closure of the
Buyback Period;
12. The Buyback shall not result in delisting of the Equity Shares from the Stock Exchanges;
13. There is no pendency of any scheme of amalgamation or compromise or arrangement pursuant to the provisions of the
Companies Act, as on date; and
14. That the ratio of the aggregate of secured and unsecured debts owed by the Company shall not be more than twice the paid-
up equity share capital and free reserves (including securities premium account) after the Buyback.
RESOLVED THAT approval of the Board be and is hereby accorded for fixing Monday, February 21, 2022 as the Record Date for
ascertaining the eligibility of the Shareholders to participate in the Buyback of equity shares of the Company.
RESOLVED FURTHER THAT the Company shall maintain a register of shares bought back wherein details of equity shares bought
back, consideration paid for the equity shares bought back, date of cancellation of equity shares and date of extinguishing and
physically destroying ofequity shares and such other particulars as may be prescribed, shall be entered and that the Company
Secretary of the Company be and is hereby authorised to authenticate the entries made in the said register.
RESOLVED FURTHER THAT the Company Secretary, be and is hereby severally authorized to file necessary e-forms with the
Ministry of Corporate Affairs / ROC, SEBI, stock exchanges and any other statutory authority and to do all such acts, deeds and
things as may be necessary to give effect to the above resolutions.
COMPLIANCE OFFICER FOR THE PURPOSE OF BUYBACK

RESOLVED FURTHER THAT in terms of the Buyback Regulations, Mrs. Shweta Gupta Company Secretary, be and is hereby
appointed as the Compliance Officer for the Buyback.”
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5. DETAILS OF THE PUBLIC ANNOUNCEMENT
In accordance with the provisions of Regulation 7(i) of the Buyback Regulations, the Company has made a Public Announcement
dated February 10, 2022 for the Buyback of Equity Shares, which was published on February 11, 2022 in all editions of the Business
Standard (English national daily), the Hindustan Times (Hindi national daily) and the Lokmat (Marathi regional daily) (being the
regional language of the place where the registered office of the Company is situated). The Public Announcement dated February
10, 2022 was published February 11, 2022, within 2 (two) working days from the date of passing of Board Resolution i.e., on
February 09, 2022. A copy of the Public Announcement is available on the Company’s website (www.gulfoilindia.com), and is
expected to be available on the website of SEBI (www.sebi.gov.in) during the Buyback period and on the website of Stock
Exchanges i.e. www.bseindia.com and www.nseindia.com. The Company will publish further notices or corrigenda, if any, in the
abovementioned newspapers.
6. DETAILS OF THE BUY BACK
I. The Board of Directors of Gulf Oil Lubricants India Limited (the “Company”) (the Board of Directors of the Company
hereinafter referred to as the “Board” which term shall be deemed to include any committee constituted by the board
to exercise its power), at its meeting held on February 09, 2022 (the “Board Meeting”), pursuant to the provisions of
Article 128 of Articles of Association of the Company and Section 68, 69 and 70 and all other applicable provisions of the
Companies Act, 2013, (the “Act”), and applicable rules made thereunder including the Companies (Share Capital and
Debentures) Rules, 2014, (“Share Capital Rules”), including any amendments, statutory modifications or re- enactments
thereof, for the time being in force and in compliance with the Buyback Regulations, the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“Listing Regulations”), the
Foreign Exchange Management Act, 1999 and subject to such other approvals, permissions and sanctions as may be
necessary and subject to such conditions and modifications, if any, as may be prescribed or imposed by the appropriate
authorities while granting such approvals, permissions and sanctions, which may be agreed by the Board, approved the
Buyback by the Company of up to 14,16,667 (Fourteen Lacs Sixteen Thousand Six Hundred and Sixty Seven) fully paid-
up Equity Shares of face value of ₹2/- each (“Equity Shares”) (representing up to 2.8% of the total number of the Equity
Shares in the paid-up Equity Share capital of the Company) at a price of ₹600/- (Rupees Six Hundred only) per Equity
Share (the “Buyback Price”) payable in cash for an aggregate amount not exceeding ₹85,00,00,200/- (Rupees Eighty Five
Crores and Two Hundred Only) excluding costs such as SEBI fees, brokerage, buy-back tax, securities transaction tax,
goods and services tax, stamp duty, advisors' fees, public announcement publication expenses, printing and dispatch
expenses and other incidental and related expenses etc., (the “Transaction Cost”) (the “Buyback Size”), which represents
9.8% of the fully paid-up equity share capital and free reserves as per the audited financial statements of the Company
as on March 31, 2021, on a proportionate basis through tender offer process using stock exchange mechanism (“Tender
Offer”) as prescribed under the Buyback Regulations, from all of the equity shareholders/beneficial owners of the Equity
Shares of the Company including promoters, members of promoter group and persons acting in concert of the Company
who hold Equity shares as of the Record Date (as defined below) (“Buyback/ Buyback Offer”). The Buyback is subject to
receipt of any approvals, permissions, and sanctions of statutory, regulatory or governmental authorities as may be
required under applicable laws including but not limited to Securities and Exchange Board of India (“SEBI”), the BSE
Limited (“BSE”), and the National Stock Exchange of India Limited (“NSE”).
The Buyback offer size is not exceeding 10% of the aggregate of the fully paid-up Equity Share capital and free reserves
as per the audited financial statements of the Company for the financial year ended March 31, 2021 and hence, is within
the statutory limits under the Board of Directors approval route as per the provisions of the Companies Act. Further, the
total number of Equity Shares proposed to be bought back by the Company is within the limit of 25% of the total paid-up
Equity Share capital as per the provisions of the Companies Act.
II. The Buyback Size is up to ₹ 85,00,00,200/- (Rupees Eighty -Five Crores and Two Hundred only) representing 9.8% of the
aggregate paid-up equity share capital and free reserves, as per the audited financial statements of the Company for the
financial year ended March 31, 2021. The funds for the implementation of the proposed Buyback will be sourced out of
the free reserves of the Company (retained earnings) and/or such other source as may be permitted under the Buyback
Regulations or the Act. The funds borrowed, if any, from banks and financial institutions will not be used for the Buyback.
The Company shall transfer from its free reserves, a sum equal to the nominal value of the Equity Shares so bought back
to the Capital Redemption Reserve Account and details of such transfer shall be disclosed in its subsequent audited
financial statements.
The Buyback Size does not include any other expenses incurred or to be incurred for the Buyback like filing fees payable
to the SEBI, buyback tax, securities transaction tax, goods and services tax, stamp duty, advisors’ fees, public
announcement publication expenses, printing and dispatch expenses, and other incidental and related expenses. The
Equity Shares of the Company are listed on the NSE and BSE (hereinafter together referred to as the “Stock Exchanges”).
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III. The Buyback is in accordance with Section 68 and other applicable provisions of the Act, Buyback Regulations, Listing
Regulations and Article 128 of the Articles of Association of the Company. The Buyback will be undertaken on a
proportionate basis from the equity shareholders of the Company as on the Record Date (as defined below) (“Eligible
Sellers”) through the tender offer process prescribed under Regulation 4(iv)(a) and 6 of the Buyback Regulations.
Additionally, the Buyback shall be, subject to applicable laws, implemented by tendering of Equity Shares by Eligible
Sellers and settlement of the same through the stock exchange mechanism as specified by SEBI in the circular bearing
reference number CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015; circular bearing reference number and
CFD/DCR2/CIR/P/2016/131 dated December 09, 2016; and circular bearing reference number SEBI/HO/CFD/DCR-
III/CIR/P/2021/615 dated August 13, 2021 (“SEBI Circulars”).
IV. The Buyback is subject to other approvals, permissions and exemptions as may be required from time to time from any
statutory and/ or regulatory authority including SEBI and the Stock Exchanges. For the purpose of this Buyback, BSE
Limited will be the designated stock exchange (the “Designated Stock Exchange”) and the Company will request BSE to
provide a separate acquisition window (“Acquisition Window”) to facilitate the Buyback.
V. The shareholding of the promoter and promoter group of the Company (the “Promoter and Promoter Group”) and
persons acting in concert as on the date of publication of the Public Announcement i.e. February 11, 2022:
Number of % of Equity
Sr. No. Name of Shareholder Category
Equity Shares Shares
A. Promoter and Promoter Group
1. Gulf Oil International (Mauritius) Inc Promoter 3,62,19,224 71.82
Total 3,62,19,224 71.82
* Person Acting in Concert as defined under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
VI. The aggregate shareholding of the directors of company (ies) which are part of the Promoter and Promoter Group as on
the date publication of the Public Announcement i.e. February 11, 2022 is given below:
Number of % of Equity
Sr. No. Name of the Directors Category
Equity Shares Shares
NIL
VII. Details of the shareholding of the Directors and Key Managerial Personnel of the Company as on the date of publication
of the Public Announcement i.e. February 11, 2022:
Name of Directors/ Key Number of Equity % of Equity
Sr. No. Designation
Managerial Personnel Shares Shares
1. Mr. Sanjay G. Hinduja Chairman- Non Executive Director Nil Nil

2. Mr. Shom Ashok Hinduja Non-Executive Director Nil Nil
3. Mr. Arvind Uppal Non-Executive Independent Director Nil Nil
4. Mr. Munesh Narinder Khanna Non-Executive Independent Director Nil Nil
5. Mrs. Manju Agarwal Non-Executive Independent Director Nil Nil
6. Mr. Ravi Shamlal Chawla Managing Director & CEO 1,26,657 0.25
7. Mr. Manish Kumar Gangwal Chief Financial Officer 29,162 0.06
8. Mrs. Shweta Gupta Company Secretary & Compliance Nil Nil
Officer
VIII. In terms of the Buyback Regulations, under the tender offer route, the Promoters and Promoter Group of the Company
have the option to participate in the Buyback. In this regard, members of the Promoter and Promoter Group have
expressed their intention vide their letters dated February 09, 2022 to participate in the Buyback and offer up to an
aggregate maximum number of 11,00,000 Equity Shares or such lower number of Equity Shares as required in compliance
with the Buyback Regulations/ terms of the Buyback. The maximum number of Equity Shares to be tendered by each of
the Promoter and Promoter Group & PAC in the Buyback:
Name of Promoter and Promoter Group entity and Person Maximum Number of Equity
Sr. No. Category
acting in concert Shares proposed to be tendered
1 Gulf Oil International (Mauritius) Inc Promoter 11,00,000
Total 11,00,000
IX. The Promoter and Promoter Group of the Company hold 71.82% of Equity Shares in the total outstanding equity share
capital of the Company. For details with respect to Promoter and Promoter Group shareholding post Buyback please refer
Clause 13(VII) of this LOF. Post Buyback the public shareholding of the Company shall not fall below the minimum level
required as per Regulation 38 of the Securities and Exchange Board of India (Listing Obligations and Disclosure
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Requirements), Regulations, 2015, as amended, and the provisions contained under Rule 19 (2) (b) and Rule 19A of the
Securities Contract (Regulation) Rules, 1957 read with SEBI circular dated February 22, 2018.
7. AUTHORITY FOR THE BUY BACK
I. The Buyback is being undertaken by the Company in compliance with the provisions of Section 68, 69, 70 and all other
applicable provisions, if any, of the Companies Act, and in accordance with Article 128 of the Articles of Association of
the Company and subject to the provisions of the Buyback Regulations, and subject to such conditions and modifications,
if any, as may be prescribed or imposed by appropriate statutory and/ or regulatory authority, which may be agreed to
by the Board and/ or any committee thereof. The Board of Directors at their meeting on, February 09, 2022 have passed
resolutions approving the Buyback.
II. The Buyback is further subject to approvals, permissions and sanctions as may be necessary, from time to time from
statutory, regulatory or governmental authorities as required under applicable laws, including but not limited to SEBI and
the Stock Exchanges.
8. NECESSITY OF THE BUY BACK
The Buyback is being undertaken by the Company after taking into account the strategic and operational cash needs of the
Company in the medium term and thereby returning surplus funds to the equity shareholders, which are over and above its
ordinary capital requirements and in excess of any current investment plans, in an expedient, effective and cost efficient manner.
The Buyback is being undertaken for the following reasons:
I. The Buyback will help the Company to distribute surplus cash to its shareholders holding Equity Shares broadly in
proportion to their shareholding, thereby, enhancing the overall return to shareholders;
II. The Buyback, which is being implemented through the tender offer route as prescribed under the Buyback Regulations,
would involve a reservation of 15% of the Buyback Size for small shareholders. The Company believes that this reservation
of up to 15% for small shareholders would benefit a large number of public shareholders, who would get classified as
“Small Shareholders” as defined in the Buyback Regulations;
III. The Buyback would help in improving financial ratios like earnings per share and return on equity, by reducing the equity
base of the Company; and
IV. The Buyback gives an option to the Eligible Sellers to either choose to participate in the Buyback and receive cash in lieu
of their Equity Shares which are accepted under the Buyback or choose not to participate in the Buyback and get a
resultant increase in their percentage shareholding in the Company post the Buyback, without additional investment as
a result of decrease in the paid-up Equity Share Capital.
9. MANAGEMENT DISCUSSION AND ANALYSIS AND THE LIKELY IMPACT OF BUY BACK ON THE COMPANY
I. The Buyback is not likely to cause any material impact on the profitability/ earnings of the Company except a reduction
in the amount available for investment, which the Company could have otherwise deployed towards generating
investment income. Assuming that the response to the Buyback is to the extent of 100% (full acceptance) from all the
Equity Shareholders up to their Buyback Entitlement, the funds deployed by the Company towards the Buyback would
be ₹ 85,00,00,200/- (Rupees Eighty- Five Crores and Two Hundred Only) excluding any other expenses incurred or to be
incurred for the Buyback like filing fees payable to the SEBI, brokerage, applicable taxes (such as Buyback Taxes, Securities
Transaction Tax, Stamp Duty and Goods and Service Tax), advisor’s fees, public announcement publication expenses,
printing and dispatch expenses, and other incidental and related expenses.
II. The Buyback will not in any manner impair the ability of the Company to pursue growth opportunities or meet its
requirements for business operations. The Buyback is expected to contribute to the overall enhancement of the
shareholder value and result in an increase in the return on equity of the Company.
III. In terms of the Buyback Regulations, under the tender offer route, the Promoters and Promoter Group and Person Acting
in Concert of the Company have the option to participate in the Buyback. In this regard, the Promoter and Promoter
Group have expressed their intention vide their letter dated February 09, 2022 to participate in the Buyback and offer up
to an aggregate maximum number of 11,00,000 Equity Shares or such lower number of Equity Shares as required in
compliance with the Buyback Regulations/ terms of the Buyback.
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IV. Details of the date and price of acquisition of the Equity Shares of the Promoters and Promoter Group of the Company
are set out below out of which Promoter intends to tender 11,00,000 equity shares vide their letter dated February 09,
2022:
Number of Face Acquisition/S Consideration
Net Acquisition/Sale
Date of Transaction Nature of transaction Equity Value ale Price Per (Cash, other than
Consideration Share (₹)
Shares (₹) Share (₹)* cash)
Acquisition pursuant to Other than cash -
Allotment of shares
June 12, 2014 Scheme of 2,97,18,167 2 - Issued pursuant
pursuant to the Scheme
Arrangement to the Scheme**
April 29, 2015 Open Market Purchase 12,37,500 2 465.28 57,57,84,000 Cash
May 7, 2015 Open Market Purchase 8,00,000 2 450.27 36,02,16,000 Cash
May 8, 2015 Open Market Purchase 4,37,500 2 447.02 19,55,71,250 Cash
March 30, 2017 Open Market Purchase 6,41,459 2 716.61 45,96,76,103 Cash
August 4, 2017 Open Market Purchase 5,00,000 2 808.63 40,43,15,000 Cash
August 10, 2017 Open Market Purchase 3,45,000 2 808.66 27,89,88,620 Cash
August 11, 2017 Open Market Purchase 2,437 2 800.65 19,51,174 Cash
September 8, 2017 Open Market Purchase 7,00,000 2 777.73 54,44,10,580 Cash
Total Current Holding 3,62,19,224
*Price per share has been calculated as Net Acquisition/Sale Consideration divided by the no. of shares resp.
**The Lubricants Undertaking of Gulf Oil Corporation (GOCL) was demerged and transferred to and vested in Gulf Oil Lubricants India Limited
(GOLIL) on a going concern basis, with effect from April 1, 2014. Pursuant to allotment of GOLIL shares to the shareholders of GOCL on June 12,
2014, GOIMI became the Promoter of the Company.
V. The Buyback is expected to contribute to the overall enhancement of shareholder value and result in an increase in the
return on equity of the Company.
VI. Assuming response to the Buyback is to the extent of 100% (full acceptance) from all the Eligible Sellers up to their
entitlement, the aggregate shareholding of the Promoters and Promoters Group after the completion of the Buyback
shall become 72.03% of the post-Buyback total paid-up equity share capital of the Company from 71.82% of the pre-
Buyback total paid-up equity share capital of the Company, and the aggregate shareholding of the public in the Company
shall become 27.97% of the post-Buyback total paid-up equity share capital of the Company from 28.18% of the pre-
Buyback total paid-up equity share capital of the Company.
VII. The Buyback shall not result in a change in control or otherwise affect the existing management structure of the Company.
VIII. The debt-equity ratio after the completion of the Buyback will be within the permissible limit of 2:1 prescribed by the
Companies Act, even if the response to the Buyback is to the extent of 100% (full acceptance).
IX. The Company shall not raise further capital for a period of one year from the closure of the Buyback except in discharge
of its subsisting obligations such as conversion of warrants, stock option schemes, sweat equity or conversion of
preference shares or debentures into Equity Shares.
X. The Company shall not issue new shares or other specified securities including by way of bonus or convert any
outstanding employee stock ownership plans/ outstanding instruments till the date of closure of the Buyback.
XI. The Promoters shall not deal in the Equity Shares of the Company, including any inter-se transfer of Equity Shares
amongst the Promoters/ promoter group for the period between the date of passing of the Board resolution and the
date of closure of the Buyback in accordance with the Buyback Regulations.
XII. The Salient Financial parameters pursuant to the Buyback based on un-audited and limited reviewed financial results for
the six months period ended September 30, 2021 and audited financial statements for the year ended March 31, 2021
are as under:
As at and for the year ended
As at and for six months period
March 31, 2021
Particulars ended September 30, 2021
Pre-Buyback Post-Buyback# Pre-Buyback Post-Buyback#
Net worth (₹ In lakhs)(1) 91,837.72 83,337.72 86,937.67 78,437.67
Return on Net worth (excluding exceptional items) (%) (2) 9.70$ 10.69$ 23.01 25.51
Earnings per Equity Share
Basic (₹) (3) 17.69$ 18.20$ 39.86 41.02
Diluted (₹) (4) 17.65$ 18.16$ 39.70 40.84
- 14 -
As at and for the year ended
As at and for six months period
March 31, 2021
Particulars ended September 30, 2021
Pre-Buyback Post-Buyback# Pre-Buyback Post-Buyback#
Book value per Equity Share (₹) (5) 182 170 173 160
P/E 6) 37$ 36$ 16 15
Debt / Equity ratio (7) 0.30 0.33 0.23 0.25
#Assuming full subscription to the buyback. |$ - Not Annualized
Note:
a. Below are the formulae used for computation of the above ratios:
(1) Net Worth excludes revaluation reserves and miscellaneous expenditure to the extent not written off.
(2) Return on Net Worth = Profit After Tax/ Net Worth (excluding revaluation reserves)
(3) Basic Earnings per Share = Profit After Tax/ weighted average Number of Shares outstanding for the period
(4) Diluted Earnings per Share = Profit After Tax/ weighted average Number of Diluted Shares outstanding for the period
(5) Book value per Share = Net Worth (excluding Revaluation Reserves)/ Number of Shares at the end of the period
(6) P/E= market price/earnings. (Market price per Equity Share is taken as an average price of equity share on NSE as at September 30,
2021 and March 31, 2021.
(7) Debt-Equity Ratio = Total Debt (including short term borrowings)/ Net Worth (excluding revaluation reserves)
Earnings per Share and Book Value per Share post buy back has been computed after reducing proposed equity shares to be bought
back from weighted average outstanding shares for the six months period ended on September 30, 2021 and financial year ended on
March 31, 2021.
10. BASIS OF CALCULATING THE BUYBACK PRICE
I. The Equity Shares of the Company are proposed to be bought back at a price of ₹ 600/- (Rupees Six Hundred only) per
Equity Share.
II. The Buyback Price of ₹ 600/- (Rupees Six Hundred only) per Equity Share has been arrived at after considering various
factors including, but not limited to (i) the trends in the volume weighted average prices of the Equity Shares on the Stock
Exchanges where the Equity Shares are listed, (ii) the net worth of the Company, and (iii) the impact on the earnings per
Equity Share.
III. The Buyback Price represents a premium of 23.73% and 24.77% over the volume weighted average market price of the
Equity Shares on NSE and BSE, respectively for the 3 months preceding the date of intimation to the Stock Exchanges of
the Board Meeting to consider the proposal of the Buyback and 29.88% and 30.06% over the volume weighted average
market price of the Equity Shares on NSE and BSE, respectively for the 2 weeks preceding the date of intimation to the
Stock Exchanges of the Board Meeting to consider the proposal of the Buyback.
IV. The closing market price of the Equity Shares as on the date of the Board Meeting for considering the Buyback, being
February 09, 2022, was ₹ 476.10/- on NSE and ₹ 476.55/- on BSE. . The closing market price of the Equity Shares on the
date of the Public Announcement, being February 10, 2022 was ₹ 490.80 on NSE and ₹ 490.80 on BSE and the closing
market price of the Equity Shares on the date of the publication of the Public Announcement, being February 11, 2022,
was ₹ 494.30 on NSE and ₹ 493.90 on BSE.”
V. For Financial ratios and trends in the market price of the Equity Shares please refer to Clause 15 & 16 of this Letter of
Offer respectively.
11. SOURCES OF FUNDS FOR THE BUY BACK
I. Assuming full acceptance, the funds that would be utilized by the Company for the purpose of the Buyback would be ₹
85,00,00,200/- (Rupees Eighty -Five Crores Two and Hundred Only) excluding any expense incurred or to be incurred for
the Buyback like filing fees payable to the Securities and Exchange Board of India, brokerage, applicable taxes such as
Income Tax, Buyback Taxes, Securities Transaction Taxes, Goods and Services Tax, Stamp Duty, advisors' fees, public
announcement publication expenses, printing and dispatch expenses and other incidental and related expenses.
II. The Buyback would be financed out of free reserves and/ or such other sources as may be permitted by law through
“Tender Offer” route and as required by the Buyback regulations and the Companies Act, and on such terms and
conditions as the Board may deem fit. The Company shall transfer from its free reserves a sum equal to the nominal value
of the equity shares bought back through the Buyback to the Capital Redemption Reserve Account and the details of such
transfer shall /be disclosed in its subsequent audited financial statements.
III. The Company has confirmed that the funds for the Buyback will be made available out of its internal accruals and not out
of funds borrowed, if any, from banks and financial institutions.
- 15 -
12. DETAILS OF THE ESCROW ACCOUNT AND THE AMOUNT DEPOSITED THEREIN
I. In accordance with the Regulation 9(xi) of the Buyback Regulations, the Company has appointed Kotak Mahindra Bank
Limited as the Escrow Agent for the aforementioned Buyback. The Company, the Manager to the Offer and the Escrow
Agent have entered into an Escrow Agreement dated February 14, 2022 pursuant to which the Escrow Account in the
name and style “GOLIL BUYBACK OF EQUITY SHARES 2022” bearing account number 8146200469 and Special Escrow
Account in the name and style “GOLIL BUYBACK EQ SHARES SPL ESCROW 2022” bearing Special Escrow account number
8146200476 has been opened with the Escrow Agent. The Manager to the Buyback is empowered to operate the Escrow
Account in accordance with the Buyback Regulations. In accordance with Regulation 9 (xi) of the Buyback Regulations,
the Company, on February 17, 2022 has deposited ₹ 21,25,00,050 (Rupees Twenty One Crore Twenty Five Lakhs and Fifty
only) in the Escrow Account which is equal to 25% of the maximum consideration payable in the Buyback as the Buyback
size is less than 100 Crore.
II. The Company has adequate and firm financial resources to fulfil the obligations under the Buyback and the same has
been certified by M/s. GPS & Associates, Chartered Accountants (Membership No.: 044969) having their office at 105/106
Shyamkamal, D- Building Agarwal Market, Vile Parle (East), Mumbai- 400 057 vide a certificate dated February 09, 2022.
III. Based on the aforementioned certificate, the Manager to the Buyback confirms that it is satisfied that firm arrangements
for fulfilling the obligations under the Buyback are in place and that the Company has the ability to implement the
Buyback in accordance with the Buyback Regulations.
13. CAPITAL STRUCTURE AND SHAREHOLDING PATTERN
I. The capital structure of the Company as on date of the issue of this Letter of Offer is as follows:
(Rupees in Lakh)
Sr. No. Particulars Pre-Buyback
1 Authorised Share Capital:
52,313,614 Equity Shares of ₹ 2 each 1046.27
2 Issued, Subscribed and Paid-Up Capital:
5,04,27,273 Equity Shares of ₹ 2 each 1008.55
Total Paid-up Capital 1008.55
II. Assuming full acceptance in the Buyback, the capital structure of the Company post Buyback would be as follows:
(Rupees in Lakh)
Sr.No. Particulars Post- Buyback
1 Authorised Share Capital:
52,313,614 Equity Shares of ₹ 2 each 1046.27
2 Issued, Subscribed and Paid-Up Capital:
4,90,10,606 Equity Shares of ₹ 2 each 980.21
Total Paid-up Capital 980.21
III. There have been no buy backs done by the Company in the past three financial years
IV. There are no partly paid up equity shares.
V. There are no outstanding instruments which are convertible into Equity Shares as on date of the issue of this Letter of
Offer.
VI. There are no amounts under calls in arrears.
VII. The shareholding pattern of the Company, as on the record date i.e. February 21, 2022 and after the Buyback (assuming
full subscription of full 14,16,667 equity shares in the Buyback), is as follows
Pre Buyback Post Buy Back(1)

% to the % to the
Category of shareholder Number of
existing Equity Number of Shares existing Equity
Shares
Share Capital Share Capital
Promoters and Promoter Group 3,62,19,224 71.82 3,53,00,725 72.03
Public 1,42,08,049 28.18 1,37,09,881 27.97
Total 5,04,27,273 100.00 4,90,10,606 100.00
(1) Assuming response to the Buyback is to the extent of 100% (full acceptance) from all the Eligible Sellers of the Equity Shares up to their Buyback entitlement
- 16 -
VIII. There is no pending scheme of amalgamation or compromise or arrangement pursuant to any provisions of the
Companies Act.
IX. Assuming response to the Buyback is to the extent of 100% (full acceptance) from all the Equity Shareholders up to their
Buyback Entitlement, the aggregate shareholding of the Promoter and Promoter Group post the Buyback may increase
to 72.03% from 71.82 % prior to the Buyback.
X. Assuming full acceptance of the Buyback, the issued, subscribed and paid up equity share capital of the Company would
be ₹ 980.21 Lakh comprising 4,90,10,606 equity Shares of ₹ 2 each as more fully set out in clause 13 (II) of this Letter of
Offer .
XI. No Equity Share was either purchased or sold by the Promoter and/ or Promoter Group, and/ or persons acting in concert/
Key Managerial Person of the Company during twelve months preceding the date of the Board Meeting at which the
Buyback was approved and the date of the Public announcement i.e. February 10, 2022 published on February 11, 2022
except the following:
No of shares allotted
Sr. No. Name of the Key Managerial Person pursuant to GOLIL- Date of Allotment
ESOP Scheme, 2015
1 Mr. Ravi Shamlal Chawla (Managing Director & CEO) 24,000 August 11, 2021
2 Mr. Manish Kumar Gangwal (Chief Financial Officer) 12,000 August 11, 2021
14. BRIEF INFORMATION OF THE COMPANY
I. History of the Company
a) The Company was incorporated as ‘Hinduja Infrastructure Limited’ on July 17th, 2008 as a wholly owned subsidiary of
GOCL Corporation Limited (“GOCL”) under the Companies Act, 1956. The Company was incorporated with the objective
of doing property/infrastructure development business. The name of the Company was changed to Gulf Oil Lubricants
India Limited on September 12, 2013. As per the Scheme, the Lubricants Undertaking of GOCL was demerged and
transferred to and vested in Gulf Oil Lubricants India Limited on a going concern basis, with effect from April 1, 2014
(Appointed Date). The equity shares held by GOCL in GOLIL was cancelled as per the Scheme and the Company ceased to
be a wholly owned subsidiary of GOCL. Pursuant to allotment of GOLIL shares to the shareholders of GOCL on June 12,
2014, Gulf Oil International (Mauritius) Inc. became the Promoter of the Company.
b) The registered office of the Company is situated at IN Centre, 49/50, 12th Road, M.I.D.C Andheri (East) Mumbai 400093
Maharashtra.
c) The Equity Shares of Company are presently listed on the BSE (Security Code: 538567) and on NSE (Security Code:
GULFOILLUB).
d) Gulf Oil Lubricants India Limited is one of the top players and the fastest growing company in the lubricants industry in
India. GOLIL, part of the Hinduja Group, is an established player in the Indian Lubricants Industry. The Gulf Brand, owned
by the holding company, Gulf Oil International (Mauritius) Inc., has a global presence in more than 100 countries. We
have a comprehensive business portfolio that covers automotive, industrial and marine applications, and is certified by
top industry bodies such as API, JASO, ACEA and approved by leading OEMs globally.
e) The promoter of the Company is Gulf Oil International (Mauritius) Inc.
II. The details of changes in the share capital of the Company since incorporation is as follows:
Number of Face Value Issue Price Cumulative paid-
S. Date of Nature of Nature of Cumulative No.
Equity Per Share Per Share up share capital
No. Allotment Transaction Consideration of Equity Shares
Shares (in ₹) (in ₹) (₹)
Issued to
1 July 17, 2008 50,000 10.00 10.00 subscribers of Cash 50,000 5,00,00(1)
the MOA
Issued pursuant
2 June 12, 2014 4,95,72,490 2.00 N.A. (3) Other than Cash 4,95,72,490 9,91,44,980
to the Scheme
3 August 03, 2016 36,846 2.00 336.00 ESOP Allotment Cash 4,96,09,336 9,92,18,672
September 13, 5,206 2.00 ESOP Allotment
4 336.00 Cash 4,96,14,542 9,92,29,084
2016
February 03, 8,526 2.00 ESOP Allotment
5 336.00 Cash 4,96,23,068 9,92,46,136
2017
6 March 27, 2017 10,722 2.00 354.51 ESOP Allotment Cash 4,96,33,790 9,92,67,580
7 July 24, 2017 54,857 2.00 345.26(2) ESOP Allotment Cash 4,96,88,647 9,93,77,294
- 17 -
Number of Face Value Issue Price Cumulative paid-
S. Date of Nature of Nature of Cumulative No.
Equity Per Share Per Share up share capital
No. Allotment Transaction Consideration of Equity Shares
Shares (in ₹) (in ₹) (₹)
September 15, 11,258 2.00 ESOP Allotment

8 336.00 Cash 4,96,99,905 9,93,99,810
2017
9 August 07, 2018 90,414 2.00 411.38(2) ESOP Allotment Cash 4,97,90,319 9,95,80,638
February 13, 6,953 2.00 (2) ESOP Allotment
10 345.26 Cash 4,97,97,272 9,95,94,544
2019
11 May 15, 2019 4,629 2.00 354.51 ESOP Allotment Cash 4,98,01,901 9,96,03,802
12 July 30, 2019 1,84,417 2.00 439.81(2) ESOP Allotment Cash 4,99,86,318 9,99,72,636
November 08, 19,468 2.00 ESOP Allotment
14 345.26(2) Cash 5,01,03,841 10,02,07,682
2019
15 543.62 Cash 5,01,05,710 10,02,11,420
2020
16 June 17, 2020 22,252 2.00 411.38(2) ESOP Allotment Cash 5,01,27,962 10,02,55,924
November 06, 39,747 2.00 ESOP Allotment
18 411.38(2) Cash 5,02,16,853 10,04,33,706
2020
December 03, 74,100 2.00 ESOP Allotment
19 411.38(2) Cash 5,02,90,953 10,05,81,906
2020
20 345.26(2) Cash 5,03,09,527 10,06,19,054
2021
21 May 28, 2021 19,093 2.00 439.81(2) ESOP Allotment Cash 5,03,28,620 10,06,57,240
22 August 11,2021 98,653 2.00 411.38(2) ESOP Allotment Cash 5,04,27,273 10,08,54,546
Notes:
(1) Initial issued and paid-up equity share capital of Gulf Oil Lubricants India Limited, comprising of 50,000 equity shares of ₹ 10 each, aggregating to ₹ 500,000, as held by Gulf Oil Corporation Limited and its
nominees stands cancelled pursuant to the Scheme.
(2) Due to multiple pricing in some ESOP Allotments, the issue Price per share for such allotments are calculated as the average of the multiple issue prices for that particular allotment. (3) N.A.- Not Applicable
III. The Details of the Board of Directors of the Company are as follows:
S. Name of Designation Qualification Occupation Date of Date of Re- Directorship in other Companies
no. the Director Appointment Appointment
1 Mr. Sanjay Chairman - Bachelor’s Degree in Business May 29, 2014 September -
G. Hinduja Non- Business 16, 2021
Executive Administration from
Director Richmond
College, London.
2 Mr. Shom Non- B.A. in Sustainable Business August 3, September 1.Ashok Leyland Limited
Ashok Executive Development and an M.S. 2016 18, 2020 2.Hinduja Renewables Private
Hinduja Director in Sustainability Limited
Management from 3.Kiran Energy Solar Power
Columbia University, NY. Private Limited
4.Hinduja Renewables Energy
Private Limited
5.Cyqurex Systems Private
Limited
3 Mr. Arvind Non- B. Tech. from IIT Delhi Business February 11, - 1.Whirlpool of India Limited
Uppal Executive and Postgraduate in 2020 2.TuscanVenturesPrivateLimited
Independen Management from the
t Director Faculty of Management
Studies, Delhi
4 Mr. Non- B. Com, Chartered Business November 6, - 1.Nxt Digital Limited

Munesh Executive Accountant (CA) 2020 2.JSW Energy Limited
Narinder Independen 3.JM Financial Capital Limited
Khanna t Director 4. Backbay Investment Managers
Private Limited
5. W P Organisation (Mumbai
Chapter)
6. Caption Advisors Private
Limited
5 Ms. Manju Non- Post-Graduate from the Retired March 19, - 1. CMS Info Systems Limited
Agarwal Executive University of Allahabad, Banker, 2020 2. Glenmark Life Sciences Limited
Independen 1978 and an Associate of Financial 3. Inspira Enterprise India Limited
t Director the Indian Institute of Services 4. IFFCO Kisan Finance Limited
Bankers, 1989. Advisor 5. Hinduja Leyland Finance
Certification in Limited
Documentary Credits by 6. Paytm Payments Bank Limited
Euro Money, UK, 2006, 7. Vistaar Financial Services
Certification in Marketing Private Limited
- 18 -
S. Name of Designation Qualification Occupation Date of Date of Re- Directorship in other Companies
no. the Director Appointment Appointment
by IIM- Kolkata, 2008 and 8. IndiaIdeas Com Limited
Certification in Financial
Inclusion by Harvard
Kennedy School, USA,
2015.
6 Mr. Ravi Managing Bachelor’s degree in Service May 25, 2013 June 6, 2020 1.Mangalam Retail Services
Shamlal Director and Commerce from Limited
Chawla CEO Sydenham College,
Mumbai University.
Master’s in management
studies degree
(specializing in
Marketing) from Mumbai
University
IV. The details of change of Board of Directors during the last 3 years from the date of this Letter of Offer are as under:
Sr. Name of the Director Category Appointment/Cessation Effective Date
No.
1 Mr. M. S. Ramachandran Non-Executive Independent Director Ceased on completion of his February 26, 2020
second term as an Independent
Director.
2 Mr. Arvind Uppal Non-Executive Independent Director Appointment February 11, 2020
3 Mrs. Manju Agarwal Non-Executive Independent Director Appointment March 19, 2020
4 Mrs. Kanchan Chitale Non-Executive Independent Director Resigned March 19, 2020
5 Mr. Munesh Narinder Khanna Non-Executive Independent Director Appointment November 6, 2020
6 Mr. Ashok Kini Non-Executive Independent Director Ceased on completion of his December 12, 2020
second term as an Independent
Director.
V. The Buyback will not result in any benefit to any Directors of the Company/ Promoters and Promoter Group/ Person Acting
in Concert of the Company/ group companies, except to the extent of their intention to participate in the Buyback and the
change in their shareholding as per the response received in the Buyback, as a result of the extinguishment of Equity Shares
which may lead to a reduction in the equity share capital post Buyback.
VI. The aggregate shareholding of the Promoters and Promoter Group and persons acting in control of the Company, as on
the date of the publication of Public Announcement i.e. February 11, 2022 and Record Date i.e. February 21, 2022:
Sr. No. Name of Shareholder Category Number of Equity Shares % of Equity Shares
A. Promoter and Promoter Group
1. Gulf Oil International (Mauritius) Inc Promoter 3,62,19,224 71.82
Total 3,62,19,224 71.82
VII. Details of shareholding of the Directors and Key Managerial Personnel of the Company as on the date of Public
Announcement i.e. February 10, 2022 published on February 11, 2022 and Record Date i.e. February 21, 2022:
Name of Directors/ Key Managerial Number of Equity % of Equity
Sr. No. Designation
Personnel Shares Shares
1. Mr. Sanjay G. Hinduja Chairman- Non Executive Director Nil Nil

2. Mr. Shom Ashok Hinduja Non-Executive Director Nil Nil
3. Mr. Arvind Uppal Non-Executive Independent Director Nil Nil
4. Mr. Munesh Narinder Khanna Non-Executive Independent Director Nil Nil
5. Mrs. Manju Agarwal Non-Executive Independent Director Nil Nil
6. Mr. Ravi Shamlal Chawla Managing Director & CEO 1,26,657 0.25
7. Mr. Manish Kumar Gangwal Chief Financial Officer 29,162 0.06
8. Mrs. Shweta Gupta Company Secretary & Compliance Officer Nil Nil
15. FINANCIAL INFORMATION ABOUT THE COMPANY
I. The salient financial information of the Company as extracted from the un-audited financial results for the six months
ended September 30, 2021 and the audited financial statements for the year ending March 31, 2021, 2020 and 2019
respectively are as under:
Rupees in lakh, unless otherwise stated
- 19 -
Six-month Period ended Year Ended
September 30, 2021 March 31, 2021
Particulars March 31, 2020 March 31, 2019
(Un- audited) (Audited)
(Audited) (Audited)
Total Income 97,239.86 1,70,426.42 1,67,904.63 1,73,533.57
Total Expenses$ 85,282.35 1,43,552.37 1,41,450.60 1,46,026.35
Finance Costs 420.81 1,463.63 2,483.17 1,515.55
Depreciation 1,711.59 3,386.93 3,270.44 2,236.48
Profit before tax 11,957.51 26,874.05 26,454.03 27,507.22
Provision for tax (including Deferred Tax) 3,052.26 6,865.47 6,201.87 9,728.99
Profit/ (Loss) after tax 8,905.25 20,008.58 20,252.16 17,778.23
Equity Share Capital 1,008.55 1,006.19 1,002.11 995.95
Reserves & Surplus* 90,829.17 85,931.48 75,128.68 57,678.36
Net worth* 91,837.72 86,937.67 76,130.79 58,674.31
Total debt# 27,641.20 19,794.95 35,371.93 28,310.81
*Excluding revaluation reserves and miscellaneous expenditure to the extent not written off. $ Total Expenses includes Finance costs and
depreciation. # Total debt includes short term borrowings.
II. Key financial ratios:

Year Ended
Six-month Period ended
Particulars March 31, 2021
September 30, 2021 (Un- March 31, 2020 March 31, 2019
(Audited)
Audited) (Audited) (Audited)
Key Ratios
Earnings per Share:
– Basic (₹)(1) 17.69$ 39.86 40.51 35.73
– Diluted (₹)(2) 17.65$ 39.70 40.23 35.50
Earnings per Share (excluding exceptional Income) :
– Basic (₹)(1) 17.69$ 39.86 40.51 35.73
– Diluted (₹)(2) 17.65$ 39.70 40.23 35.50
Book Value per Share – Basic (₹)(3) 182 173 152 118
Return on Net Worth(4) (5) 9.70$ 23.01 26.60 30.30
Return on Net worth (excluding exceptional items) 9.70$ 23.01 26.60 30.30
Debt-Equity Ratio(6) 0.30 0.23 0.46 0.48
Total Debt/ Net worth(7) 0.30 0.23 0.46 0.48
Not annualised
$
Below are the formulae used for computation of the above ratios:
1. Basic Earnings per Share = Profit After Tax/ weighted average Number of Shares outstanding for the period
2. Diluted Earnings per Share = Profit After Tax/ weighted average Number of Diluted Shares outstanding for the period
3. Book value per Share = Net Worth (excluding Revaluation Reserves)/ Number of Shares at the end of the period
4. Return on Net Worth = Profit After Tax/ Net Worth (excluding revaluation reserves)
5. Net Worth excludes revaluation reserves and miscellaneous expenditure to the extent not written off
6. Debt-Equity Ratio = Total Debt (including Short term borrowings)/ Net Worth (excluding revaluation reserves)
7. Total Debt/ Net worth= Total debt (including Short term borrowings) / Net Worth (excluding revaluation reverses)
III. The debt equity ratio of the Company post Buyback shall be compliant with the permissible limit under the Companies
Act. Please refer Clause No. 9(XII) of this LOF for relevant financial parameters consequent to the Buyback based on the
audited financial statements as on March 31, 2021 and limited reviewed un-audited financial statements for the half year
ended September 30, 2021.
IV. The Company shall comply with the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as
amended, wherever and if applicable. The Company hereby declares that it has complied with Sections 68, 69 and 70 and
other applicable provisions of the Companies Act, 2013.
16. STOCK MARKET DATA
I. The Equity Shares are currently listed and traded only on BSE and NSE.
II. The high, low and average market prices in preceding three calendar years and the monthly high, low and average market
prices for the six months preceding the date of publication of Public Announcement and the corresponding volumes on
NSE (stock exchange with higher traded volume of Company’s Equity Shares over past six months from the date of the
Public Announcement) are as follows:
- 20 -
Total Volume
High Number of Low Number of
Date of Date of Average Traded in the
Period Price shares traded Price shares traded
High Price Low Price Price (₹) period (No. of
(₹) on that date (₹) on that date
shares)
3 Years
April 20- Mar 21 842.00 19-Nov-20 325931 514.55 01-Apr-20 4806 664.51 8177060
April 19- Mar 20 917.90 15-Apr-19 3982 518.60 23-Mar-20 2708 818.20 3784746
April 18- Mar 19 950.00 02-May-18 62997 688.60 26-Oct-18 6329 836.24 5540769
Total Volume
Number of Number of
High Date of High Low Date of Low Average Traded in the
Period shares traded shares traded
Price (₹) Price Price (₹) Price Price (₹) period (No. of
on that date on that date
shares)
6 months
Jan-22 503.00 17-Jan-22 672231 445.50 25-Jan-22 81570 462.28 2254970
Dec-21 531.85 01-Dec-21 72219 425.00 20-Dec-21 216962 469.17 3719893
Nov-21 617.55 02-Nov-21 40156 499.75 30-Nov-21 354442 583.12 1026895
Oct-21 620.00 26-Oct-21 53208 568.90 25-Oct-21 55741 587.23 1269431
Sep-21 623.80 16-Sep-21 83153 579.30 27-Sep-21 37487 601.60 836499
Aug-21 669.00 03-Aug-21 50255 551.55 23-Aug-21 54237 609.21 1162767
Source: nseindia.com
Note: High and Low price for the period are based on intraday prices and Average Price is based on average of closing price.
III. The high, low and average market prices in preceding three calendar years and the monthly high, low and average market
prices for the six months preceding the date of publication of Public Announcement and the corresponding volumes on
BSE are as follows:
Total Volume
High Number of Low Number of
Date of Date of Average Traded in the
Period Price shares traded Price shares traded
High Price Low Price Price (₹) period (No. of
(₹) on that date (₹) on that date
shares)
3 Years
April 20- Mar 21 846.15 19-Nov-20 27969 546.80 01-Apr-20 286 664.99 936425
April 19- Mar 20 909.00 06-Jun-19 365 450.00 23-Mar-20 60 818.19 1087832
April 18- Mar 19 955.00 02-May-18 5297 618.00 31-Oct-18 1676 835.80 1113467
Total Volume
Number of Number of
High Date of High Low Date of Low Average Traded in the
Period shares traded on shares traded on
Price (₹) Price Price (₹) Price Price (₹) period (No. of
that date that date
shares)
6 months
Jan-22 502.90 17-Jan-22 34959 445.00 25-Jan-22 7018 462.26 190205
Dec-21 528.40 01-Dec-21 4560 427.95 20-Dec-21 18917 469.32 495033
Nov-21 614.60 12-Nov-21 3341 499.00 30-Nov-21 7459 582.56 58529
Oct-21 614.20 28-Oct-21 7038 569.10 25-Oct-21 7891 586.98 130854
Sep-21 623.00 01-Sep-21 2933 581.85 29-Sep-21 5209 601.49 97093
Aug-21 668.50 03-Aug-21 6490 548.40 23-Aug-21 21123 609.43 163972
Source: bseindia.com
Note: High and Low price for the period are based on intraday prices and Average Price is based on average of closing price.
IV. The closing market price of the Equity Shares as on the date of the Board Meeting for approving the Buyback, being
February 09, 2022, was ₹ 476.10/- on NSE and ₹ 476.55/- on BSE. The closing market price of the Equity Shares one
working day prior to the date of intimation of the Board Meeting for approving the Buyback, being February 04, 2022
was ₹ 467.40/- on NSE and ₹ 467.80/- on BSE. . The closing market price of the Equity Shares on the date of the Public
Announcement, being February 10, 2022 was ₹ 490.80 on NSE and ₹ 490.80 on BSE and the closing market price of the
Equity Shares on the date of the publication of the Public Announcement, being February 11, 2022, was ₹ 494.30 on NSE
and ₹ 493.90 on BSE.”.
17. DETAILS OF THE STATUTORY APPROVALS
I. The Buyback is subject to approvals, if any, required under the provisions of the Companies Act, the Buyback Regulations,
SEBI, and applicable rules and regulations as specified by RBI under FEMA and/ or such other applicable rules and
regulations for the time being in force. As on date, there are no other statutory or regulatory approvals required to
implement the Buyback other than those indicated above.
II. The Board at its meeting held on February 09, 2022, approved the proposal for the Buyback.
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III. The Buyback from each Eligible Shareholder is subject to all statutory consents and approvals as may be required by such
Eligible Shareholder under applicable laws and regulations. The Eligible Shareholder shall be solely responsible for
obtaining all such statutory consents and approvals (including, without limitation the approvals from the Reserve Bank
of India, if any) as may be required by them in order to sell their Equity Shares to the Company pursuant to the Buyback.
An Eligible Shareholder would be required to provide copies of all such consents and approvals obtained by them to the
Registrar to the Buyback.
IV. Buyback from Non-Resident Shareholders will be subject to approvals, if any, of the appropriate authorities as applicable.
Non-Resident Indians (“NRI”) and erstwhile Overseas Corporate Bodies (“OCB”) and Foreign Institutional Investors (FIIs)
/ Foreign Portfolio Investors (FPIs), and members of foreign nationality, if any, etc., must obtain all approvals
required to tender the Equity Shares held by them in this Buyback (including without limitation the approval from RBI).
It is the obligation of such non-resident shareholders, NRI, OCB shareholders, to obtain such approvals and submit such
approvals along with the tender form, so as to enable them to tender Equity Shares in the buyback and for the Company
to purchase such Equity Shares, tendered. The Company will have the right to make payment to the Eligible Sellers in
respect of whom no prior RBI approval is required and not accept Equity Shares from the Eligible Sellers in respect of
whom prior RBI approval is required in the event copies of such approvals are not submitted. By agreeing to participate
in the Buyback, the Non-Resident Shareholders give the Company the authority to make, sign, execute, deliver,
acknowledge and perform all applications to file regulatory reporting’s, if required, including FC-TRS form, if necessary
and undertake to provide assistance to the Company for such regulatory reporting, if required by the Company.
V. As of date of this Draft Letter of Offer, there is no other statutory or regulatory approval required to implement
the Buyback, other than that indicated above. If any statutory or regulatory approvals become applicable subsequently,
the Buyback will be subject to such statutory or regulatory approvals. In the event that the receipt of any statutory/
regulatory approvals are delayed, changes to the proposed timetable of the Buyback, if any, shall be intimated to BSE
and NSE.
18. DETAILS OF THE REGISTRAR TO THE BUY BACK AND COLLECTION CENTRES
I. Registrar to the Buyback
KFin Technologies Private Limited,

(Formerly known as “Karvy Fintech Private Limited”)
Selenium, Tower B, Plot No- 31 and 32, Financial District,
Nanakramguda, Serilingampally, Hyderabad, Rangareddi 500 032
Telangana, India.
Toll free number: 18003094001
Website: www.kfintech.com
Contact Person: M Murali Krishna
SEBI Registration No. : INR000000221
Email: gulfoil.buyback@kfintech.com
In case of any query, the Shareholders may contact the Registrar to the Buyback, from Monday to Friday between 10:00 am to
5:00 pm on all working days except public holidays at the above‐mentioned address.
II. Collection Centres:
Eligible Sellers are requested to submit their Form(s) and requisite documents either by registered post/ courier to the
Registrar to the Buyback, super scribing the envelope as “Gulf Oil Lubricants India Limited Buyback Offer 2022”, or hand
deliver the same to the head office of the Registrar.
ELIGIBLE SELLERS ARE REQUESTED TO NOTE THAT THE TENDER FORM, TRS AND OTHER RELEVANT DOCUMENTS
SHOULD NOT BE SENT TO THE COMPANY OR TO THE MANAGER TO THE BUYBACK
19. PROCESS AND METHODOLOGY FOR THE BUYBACK
I. The Company proposes to Buyback not exceeding 14,16,667 (Fourteen Lacs Sixteen Thousand Six Hundred and Sixty
Seven) fully paid-up Equity Shares from the Equity Shareholders as on the Record Date, on a proportionate basis, through
the tender offer route at a price of ₹ 600/- (Rupees Six Hundred Only ) per Equity Share, payable in cash for an aggregate
amount of ₹ 85,00,00,200/- (Rupees Eighty- Five Crores and Two Hundred Only).The maximum number of Equity Shares
proposed to be bought back represents 2.8% of the total paid-up equity share capital of the Company. The Buyback is in
accordance with the provisions of Section 68, 69, 70 and other applicable provisions, if any, of the Companies Act and in
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accordance with Article 70 of the Articles of Association of the Company and subject to Regulation 4(iv) and other
applicable provisions contained in the Buyback Regulations and such other approvals, permissions and exemptions as
may be required, from time to time from statutory authorities and/ or regulatory authorities, including but not limited to
SEBI and/or the RBI. The Buyback Size is 9.8% of the fully paid-up equity share capital and free reserves as per the latest
audited financial statements of the Company for the financial year ended March 31, 2021, respectively.
II. The Company expresses no opinion as to whether Eligible Shareholders should participate in the Buyback and,
accordingly, Eligible Shareholders may take their own decision after consulting their own advisors, as they may deem fit,
regarding their participation in the Buyback.
III. The aggregate shareholding of the Promoter and Promoter Group as at the date of the Public Announcement is
3,62,19,224 Equity Shares which represents 71.82% of the existing equity share capital of the Company. In terms of the
Buyback Regulations, under the tender offer route, the Promoters and Promoter Group of the Company have the option
to participate in the Buyback. In this regard, the Promoter and Promoter Group have expressed their intention vide their
letter dated February 09, 2022 to participate in the Buyback and offer up to an aggregate maximum number of 11,00,000
Equity Shares or such lower number of Equity Shares as required in compliance with the Buyback Regulations/ terms of
the Buyback.
IV. Assuming response to the Buyback is to the extent of 100% (full acceptance) from all the Equity Shareholders up to their
Buyback Entitlement, the aggregate shareholding of the Promoter and Promoter Group post the Buyback may increase
to 72.03% from 71.82% prior to the Buyback.
V. Record Date and Ratio of Buyback as per the Buyback Entitlement in each Category:
a. The Board in its meeting held on February 09, 2022 announced Monday, February 21, 2022 as Record Date for the
purpose of determining the Buyback Entitlement and the names of the Equity Shareholders who are eligible to participate
in the Buyback.
b. The Equity Shares to be bought back as a part of this Buyback are divided into two categories:
i. Reserved category for Small Shareholders (“Reserved Category”); and
ii. General Category for other Eligible Sellers (“General Category”).
c. As defined under Regulation 2(i)(n) of the Buyback Regulations, a “Small Shareholder” is a Shareholder who holds Equity
Shares having market value, on the basis of closing market price on Monday, February 21, 2022 i.e. as on the Record
Date, on the recognized stock exchange in which highest trading volume in respect of such security is recorded, is not
more than ₹ 2,00,000/- (Rupees Two Lakh only). As on the Record Date, the volume of Shares traded on NSE was 90,450
Equity Shares and on BSE was 13,281 Equity Shares. Accordingly, NSE being the exchange with highest turnover, the
closing price on NSE was ₹ 472.45 and hence all Shareholders holding not more than 423 Equity Shares as on the Record
Date are classified as “Small Shareholders” for the purpose of the Buyback Offer.
d. Based on the above definition, there are 83, 515 Small Shareholders in the Company with aggregate shareholding of
29,43,355 Equity Shares as on the Record Date, which constitutes 5.84% of the outstanding number of Equity Shares of
the Company and 207.77% of the maximum number of Equity Shares which the Company proposes to buy back as a part
of this Buyback.
e. In compliance with Regulation 6 of the Buyback Regulations, the reservation for the Small Shareholders, will be higher
of:
(i) Fifteen percent of the number of Equity Shares which the Company proposes to Buyback i.e. 15% of 14,16,667
Equity Shares which works out to 2,12,501 Equity Shares; or
(ii) The number of Equity Shares entitled as per their shareholding as on Record Date i.e. (29,43,355/5,04,27,273) x
14,16,667 which works out to be 82,689Equity Shares.
1. All the outstanding fully paid-up Equity Shares have been used for computing the Buyback Entitlement of
Small Shareholders since the Promoter and Promoter Group also intend to offer Equity Shares held by them
in the Buyback
2. Based on the above analysis and in accordance with Regulation 6 of the Buyback Regulations, 2,12,501
Equity Shares have been reserved for the Small Shareholders (“Reserved Category”) and accordingly,
the General Category for all other Eligible Sellers shall consist of 12,04,166 Equity Shares (“General
Category”).
f. Based on the above Buyback Entitlements, the ratio of Buyback for both categories is decided as below:
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Category of Shareholders Ratio of Buyback *
Reserved category for Small Shareholders 27 Equity Shares out of every 374 fully paid-up Equity Shares held on the
Record Date.
General category for all other Equity 9 Equity Shares out of every 355 fully paid-up Equity Shares held on the
Shareholders Record Date.
*The above Ratio of Buyback is approximate and providing indicative Buyback Entitlement. Any computation of entitled Equity Shares
using the above Ratio of Buyback may provide a slightly different number due to rounding-off. The actual Buyback Entitlement for
Reserved category for Small Shareholders is 7.21968637829959%and General category for all other Eligible Sellers is
2.5359449066524%.
VI. Fractional Entitlements:
a) If the Buyback Entitlement under Buyback, after applying the above-mentioned ratios to the Equity Shares held
on Record Date, is not a round number (i.e. not in the multiple of 1 Equity Share), then the fractional entitlement
shall be ignored for computation of Buyback Entitlement to tender Equity Shares in the Buyback for both
categories of Eligible Sellers.
b) On account of ignoring the fractional entitlement, those Small Shareholders who hold 13or less Equity Shares as
on Record Date will be dispatched a Tender Form with zero entitlement. Such Small Shareholders are entitled
to tender Additional Equity Shares as part of the Buyback Offer and will be given preference in the Acceptance
of one Equity Share, if such Small Shareholders have tendered for Additional Equity Shares.
VII. Basis of Acceptance of Equity Shares validly tendered in the Reserved Category for Small Shareholders:
Subject to the provisions contained in the LOF, the Company will accept the Equity Shares tendered in the Buyback by
the Small Shareholders in the Reserved Category in the following order of priority:
Acceptance of 100% Equity Shares from Small Shareholders in the Reserved Category, who have validly tendered
their Equity Shares to the extent of their Buyback Entitlement or the number of Equity Shares tendered by them,
whichever is less.
Post the acceptance as described in Clause 19. (VII) (a) above, in case there are any Equity Shares left to be bought
back from Small Shareholders in the Reserved Category, the Small Shareholders who were entitled to tender zero
Equity Shares (on account of ignoring the fractional entitlement), and have tendered Additional Equity Shares as part
of the Buyback, shall be given preference and one share each from the Additional Equity Shares applied by these
Small Shareholders shall be bought back in the Reserved Category.
Post the acceptance as described in 19. (VI) (b) above, in case there are any Equity Shares left to be bought back in
the Reserved Category, the Additional Equity Shares tendered by the Small Shareholders over and above their
Buyback Entitlement, shall be accepted in proportion of the Additional Equity Shares tendered by them and the
Acceptances per Small Shareholders shall be made in accordance with the Buyback Regulations, i.e. valid
Acceptances per Small Shareholder shall be equal to the Additional Equity Shares validly tendered by the Small
Shareholder divided by the total Additional Equity Shares validly tendered and multiplied by the total pending
number of Equity Shares to be accepted in Reserved Category. For the purpose of this calculation, the Additional
Equity Shares taken into account for such Small Shareholders, from whom one Equity Share has been accepted in
accordance with clause 19. (VI) (b) above, shall be reduced by one.
Adjustment for fractional results in case of proportionate Acceptance, as described in Clause 19. (VII) (c) above:
(i) For any Small Shareholder, if the number of Additional Equity Shares to be accepted, calculated on a
proportionate basis is not in the multiple of 1 and the fractional Acceptance is greater than or equal to 0.50,
then the fraction would be rounded off to the next higher integer.
(ii) For any shareholder, if the number of Additional Equity Shares to be accepted, calculated on a proportionate
basis is not in the multiple of 1 and the fractional Acceptance is less than 0.50, then the fraction shall be ignored.
In case of any practical issues, resulting out of rounding-off of Shares or otherwise, the Buyback Committee or any
person(s) authorized by the Buyback Committee will have the authority to decide such final allocation with respect to
such rounding-off or any excess of Equity Shares or any shortage of Equity Shares after allocation of Equity Shares as set
out in the process described in Clause 19 of this LOF.
VIII. Basis of Acceptance of Shares validly tendered in the General Category:
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Subject to the provisions contained in the LOF, the Company will accept the Equity Shares tendered in the Buyback by all
other Eligible Sellers in the General Category in the following order of priority:
Acceptance of 100% Equity Shares from other Eligible Sellers in the General Category who have validly tendered their
Equity Shares, to the extent of their Buyback Entitlement, or the number of Equity Shares tendered by them,
whichever is less.
Post the Acceptance as described in Clause 19. (VIII) (a) above, in case there are any Equity Shares left to be bought
back in the General Category, the Additional Equity Shares tendered by the other Eligible Sellers over and above their
Buyback Entitlement shall be Accepted in proportion of the Additional Equity Shares tendered by them and the
acceptances per shareholder shall be made in accordance with the Regulations, i.e. valid acceptances per
shareholder shall be equal to the Additional Equity Shares validly tendered by the Eligible Sellers divided by the total
Additional Equity Shares validly tendered in the General Category and multiplied by the total pending number of
Equity Shares to be Accepted in General Category.
Adjustment for fractional results in case of proportionate acceptance as described in Clause 19. (VIII (a) and (b)
above:
(i) For any Eligible Seller, if the number of Additional Equity Shares to be accepted, calculated on a proportionate
basis is not in the multiple of 1 and the fractional Acceptance is greater than or equal to 0.50, then the fraction
would be rounded off to the next higher integer.
(ii) For any Eligible Seller if the number of Additional Equity Shares to be accepted, calculated on a proportionate
In case of any practical issues, resulting out of rounding-off of Shares or otherwise, the Buyback Committee or any
person(s) authorized by the Buyback Committee will have the authority to decide such final allocation with respect to
such rounding-off or any excess of Equity Shares or any shortage of Equity Shares after allocation of Equity Shares as set
out in the process described in Clause 19 of this LOF.
IX. Basis of Acceptance of Equity Shares between Categories
In case there are any Equity Shares left to be bought back in one category (“Partially filled Category”) after Acceptance in
accordance with the above described methodology for both the categories, and there are additional unaccepted validly
tendered Equity Shares in the second category, then the Additional Equity Shares in the second category shall be accepted
proportionately, i.e. valid Acceptances per Eligible Seller shall be equal to the additional outstanding Equity Shares validly
tendered by an Eligible Seller in the second category divided by the total additional outstanding Equity Shares validly
tendered in the second category and multiplied by the total pending number of Equity Shares to be bought back in the
partially filled category.
If the Partially filled Category is the General Category, and the second category is the Reserved Category for Small
Shareholders, then for the purpose of this calculation, the Additional Equity Shares tendered by such Small Shareholders,
from whom one Equity Share has been accepted in accordance with clause 19. (VII) (b) shall be reduced by one.
Adjustment for fraction results in case of proportionate Acceptance, as defined in clause 19. (VII) (a) and (b) above:
i. For any shareholder, if the number of Additional Equity Shares to be accepted, calculated on a proportionate
basis is not in the multiple of 1 and the fractional Acceptance is greater than or equal to 0.50, then the fraction
would be rounded off to the next higher integer.
ii. For any shareholder, if the number of Additional Equity Shares to be accepted, calculated on a proportionate
In case of any practical issues, resulting out of rounding-off of Shares or otherwise, the Buyback Committee or
any person(s) authorized by the Buyback Committee will have the authority to decide such final allocation with
respect to such rounding-off or any excess of Equity Shares or any shortage of Equity Shares after allocation of
Equity Shares as set out in the process described in Clause 19 of this LOF.
X. For avoidance of doubt, it is clarified that:
the Equity Shares accepted under the Buyback from each Eligible Seller, in accordance with clauses above, shall
not exceed the number of Equity Shares tendered by the respective Eligible Seller;
the Equity Shares accepted under the Buyback from each Eligible Seller, in accordance with clauses above, shall
not exceed the number of Equity Shares held by respective Eligible Seller as on the Record Date; and
- 25 -
the Equity Shares tendered by any Eligible Seller over and above the number of Equity Shares held by such
Eligible Seller as on the Record Date shall not be considered for the purpose of Acceptance in accordance with
the clauses above.
XI. Clubbing of Entitlement
In accordance with Regulation 9(ix) of Buyback Regulations, in order to ensure that the same shareholders with multiple
demat accounts/ folios do not receive a higher entitlement under the Small Shareholder category, the Company shall
club together the Equity Shares held by such shareholders with a common PAN for determining the category (Small
Shareholder or General) and entitlement under the Buyback. In case of joint shareholding, the Company will club together
the Equity Shares held in cases where the sequence of the PANs of the joint shareholders is identical. In case of physical
shareholders, where the sequence of PANs is identical and where the PANs of all joint shareholders are not available, the
Company will check the sequence of the names of the joint holders and club together the Equity Shares held in such cases
where the sequence of the PANs and name of joint shareholders are identical. The shareholding of institutional investors
like mutual funds, pension funds/trusts and insurance companies etc., with common PAN will not be clubbed together
for determining the category and will be considered separately, where these Equity Shares are held for different schemes
and have a different demat account nomenclature based on information prepared by the Registrar and Transfer Agent
as per the shareholder records received from the depositories.
20. PROCEDURE FOR TENDER/ OFFER AND SETTLEMENT
I. The Buyback is open to all Eligible Sellers i.e. Shareholders who on the Record Date were holding Equity Shares either in
physical form (“Physical Shares”) or and the beneficial owners who on the Record Date were holding Equity Shares in
dematerialized form (“Demat Shares”) (such shareholders are referred as the “Eligible Shareholders”).The Company
proposes to effect the Buyback through a tender offer, on a proportionate basis. The Letter of Offer and Tender Form,
outlining the terms of the Buyback as well as the detailed disclosures as specified in the Buyback Regulations, will be
mailed/dispatched to Eligible Shareholders whose names appear on the register of members of the Company, or who are
beneficial owners of Equity Shares as per the records of Depositories, on the Record Date, as per the SEBI Buyback
Regulations and such other circulars or notifications, as may be applicable.
II. The Letter of Offer, shall be sent through electronic means to Eligible Shareholder(s) who have registered their email ids
with the depositories / the Company, and for those Eligible Seller(s) who have not registered their email ids with the
depositories / the Company, the Letter of Offer shall be dispatched through physical mode by registered post/ speed
post/ courier. In case of non-receipt of Letter of Offer and the Tender Form, please follow the procedure mentioned in
Clause 20. The Company shall accept all the Equity Shares validly tendered in the Buyback by Eligible Shareholders, on
the basis of their Buyback Entitlement as on the Record Date.
III. The Company will not accept any Equity Shares offered in the Buyback where the title of shares is under dispute or which
are under any restraint order of a court or such similar authority for transfer/ sale of such Equity Shares or where loss of
share certificates(s) has been notified to the Company and the duplicate share certificates have not been issued either
due to such request being under process as per the provisions of law or otherwise not clear or where any other restraint
subsists. In accordance with Regulation 24(v) of the Buyback Regulations, the Company shall not buyback locked-in Equity
Shares and non-transferable Equity Shares until the pendency of the lock-in or until such Equity Shares become
transferable. The Company shall accept all the Equity Shares validly tendered in the Buyback by Eligible Shareholders, on
the basis of their Buyback Entitlement as on the Record Date.
IV. An unregistered shareholder holding physical shares may also tender his shares for Buyback by submitting the duly
executed transfer deed for transfer of shares, purchased prior to Record Date, in his name, along with the offer form,
copy of his PAN card and of the person from whom he has purchased shares and other relevant documents as required
for transfer, if any.
V. Eligible Shareholders will have to transfer their Equity Shares from the same demat account in which they were holding
such Equity Shares (as on the Record Date), and in case of multiple demat accounts, Eligible Shareholders are required to
tender the applications separately from each demat account. In case of any changes in the demat account in which the
Equity Shares were held (as on Record Date), such Eligible Sellers should provide sufficient proof of the same to the
Registrar to the Buyback and such tendered Equity Shares may be accepted subject to appropriate verification and
validation by the Registrar to the Buyback. The Board or the Buyback Committee authorised by the Board will have the
authority to decide such final allocation in case of non-receipt of sufficient proof by such Eligible Shareholder.
VI. As disclosed in Clause 19 (Process and Methodology of Buyback) above, the Equity Shares proposed to be bought as a
part of the Buyback are divided into 2 (two) categories; (i) Reserved Category for Small Shareholders, and (ii) the General
- 26 -
Category for other Eligible Sellers; and the Buyback Entitlement of an Eligible Sellers in each category shall be calculated
accordingly.
VII. After accepting the Equity Shares tendered on the basis of Buyback Entitlement, Equity Shares left to be bought as a part
of the Buyback, if any, in one category shall first be accepted, in proportion to the Equity Shares tendered, over and above
their Buyback Entitlement, by Eligible Sellers in that category, and thereafter, from Eligible Sellers who have tendered
over and above their Buyback Entitlement, in any other category.
VIII. Eligible Sellers’ participation in the Buyback is voluntary. Eligible Sellers may choose to participate, in part or in full, and
receive cash in lieu of the Equity Shares accepted under the Buyback, or they may choose not to participate and enjoy a
resultant increase in their percentage shareholding, after the completion of the Buyback, without any additional
investment. Eligible Sellers may also tender a part of their Buyback Entitlement. Eligible Sellers also have the option of
tendering Additional Equity Shares (over and above their Buyback Entitlement but not more than their shareholding as
on Record Date) and participate in the shortfall created due to non-participation of some other Eligible Sellers, if any. The
Acceptance of any Equity Shares tendered in excess of the Buyback Entitlement by the Eligible Seller shall be in terms of
procedure outlined in this Letter of Offer.
IX. The maximum tender under the Buyback by an Eligible Seller cannot exceed the number of Equity Shares held by such
Eligible Seller as on the Record Date. In case the Eligible Shareholder hold the Equity Shares through multiple demat
accounts, the tender through a demat account cannot exceed the number of Equity Shares held in that demat account.
X. The Buyback shall be implemented using the “Mechanism for acquisition of shares through Stock Exchange” pursuant to
the SEBI Circulars, and following the procedure prescribed in the Act, the Buyback Regulations and as may be determined
by the Board (including the committee authorized to complete the formalities of the Buyback) and on such terms and
conditions as may be permitted by law from time to time.
XI. Please note that Eligible Shareholder(s) who intend to participate in the Buyback will be required to approach their
respective Selling Member(s) (along with the complete set of documents for verification procedures in case of Equity
Shares held in physical form) and have to ensure that their bid is entered by their respective Selling Member(s) in the
electronic platform to be made available by BSE before the Buyback Closing Date. The Company shall accept Equity Shares
validly tendered by the Eligible Shareholder(s) in the Buyback on the basis of their shareholding as on the Record Date
and the Buyback Entitlement. Eligible Seller(s) who intend to participate in the Buyback using the “plain paper” option as
mentioned above are advised to confirm their Buyback Entitlement from the Registrar to the Buyback, before
participating in the Buyback.
XII. The acceptance of the Buyback made by the Company is entirely at the discretion of the Eligible Shareholders of the
Company. The Company does not accept any responsibility for the decision of any Eligible Shareholder to either
participate or to not participate in the Buyback. The Company will not be responsible in any manner for any loss of Equity
Share certificate(s) and other documents during transit and the Eligible Shareholders are advised to adequately safeguard
their interest in this regard.
XIII. For implementation of the Buyback, the Company has appointed Motilal Oswal Financial Services Limited as the
registered broker to the Company (the “Company's Broker”) through whom the purchases and settlements on account
of the Buyback would be made by the Company. The contact details of the Company’s Broker are as follows:
Motilal Oswal Financial Services Limited;

Motilal Oswal Tower, Rahimtullah Sayani Road,
Opposite Parel S.T. Bus Depot, Prabhadevi - Mumbai - 400 025
Contact Person: Krishna Sharma;
Contact Number: +91 2271985473;
Email: ksharma@motilaloswal.com
CIN: L67190MH2005PLC153397
SEBI Registration No: INZ000158836
XIV. The Company will request BSE to provide a separate acquisition window (“Acquisition Window”) to facilitate placing of
sell orders by Eligible Sellers who wish to tender their Equity Shares in the Buyback. The details of the Acquisition Window
will be specified by BSE being designated stock exchange from time to time.
XV. In the event Selling Member of any Eligible Shareholder is not registered with BSE trading member / stock broker, then
that Eligible Shareholder can approach any BSE registered stock broker and can register himself by using quick unique
client code (“UCC”) facility through that BSE registered stock broker (after submitting all details as may be required by
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such BSE registered stock broker in compliance with applicable law). In case the Eligible Seller is unable to register himself
by using quick UCC facility through any other BSE registered stock broker, then that Eligible Shareholder may approach
the Company’s Broker, viz. Motilal Oswal Financial Services Limited, to register himself by using quick UCC facility subject
to compliance of requisite documents and procedures.
XVI. All Eligible Sellers, through their respective Selling Member(s) will be eligible and responsible to place orders in the
Acquisition Window. All Eligible Shareholders can enter orders for Equity Shares in demat form only.
XVII. At the beginning of the tendering period, the order for buying Equity Shares shall be placed by the Company through the
Company’s Broker. During the Tendering Period, the order for selling the Equity Shares will be placed in the Acquisition
Window by the Eligible Shareholders through their respective Selling Member(s) during normal trading hours of the
secondary market. The Seller Member can enter orders for Demat Shares as well as Physical Shares. In the tendering
process, the Company’s Broker may also process the orders received from the Eligible Shareholders after Eligible
Shareholders have completed their KYC requirement as required by the Company’s Broker.
XVIII. The Buyback from the Eligible Shareholders who are residents outside India including foreign corporate bodies (including
erstwhile overseas corporate bodies), foreign portfolio investors, non-resident Indians, members of foreign nationality,
if any, shall be subject to the Foreign Exchange Management Act, 1999 and rules and regulations framed thereunder, if
any, Income Tax Act, 1961 and rules and regulations framed thereunder, as applicable, and also subject to the
receipt/provision by such Eligible Shareholders of such approvals, if and to the extent necessary or required from
concerned authorities including, but not limited to, approvals from the Reserve Bank of India under the Foreign Exchange
Management Act, 1999 and rules and regulations framed thereunder, if any.
XIX. The reporting requirements for Non-Resident Shareholders under Reserve Bank of India, Foreign Exchange Management
Act, 1999, as amended and any other rules, regulations, guidelines, for remittance of funds, shall be made by the Eligible
Shareholder and/or the Seller Member through which the Equity Shareholder places the bid.
XX. Modification/ cancellation of orders and multiple bids from a single Eligible Shareholder will be allowed during the
Tendering Period. Multiple bids made by a single Eligible Seller for selling the Equity Shares shall be clubbed and
considered as ‘one’ bid for the purposes of Acceptance.
XXI. The cumulative quantity tendered shall be made available on BSE’s website www.bseindia.com throughout the Tendering
Period, and will be updated at specific intervals during the Tendering Period.
XXII. Further, the Company will not accept Equity Shares tendered for Buyback which under restraint order of the court for
transfer/sale and/or title in respect of which is otherwise under dispute or where loss of share certificates has been
notified to the Company and the duplicate share certificates have not been issued either due to such request being under
process as per the provisions of law or otherwise.
XXIII. All documents sent by the Eligible Sellers will be at their own risk. Eligible Sellers are advised to adequately safeguard
their interests in this regard.
XXIV. Procedure to be followed by Equity Shareholders holding Equity Shares in the dematerialised form:
Eligible Shareholders who desire to tender their Equity Shares in the electronic/dematerialized form under the Buyback
would have to do so through their respective Seller Member by giving the details of Equity Shares they intend to tender
under the Buyback.
The Seller Member would be required to place an order/ bid on behalf of the Eligible Shareholders who wish to tender
Demat Shares in the Buyback using the Acquisition Window of the Designated Stock Exchange.
The lien shall be marked by the Seller Member in the demat Account of the Shareholders for the shares tendered in
tender offer. Details of shares marked as lien in the demat account of the shareholder shall be provided by the
Depositories to Clearing Corporation.
In case, the demat account of the Eligible Shareholders is held in one depository and clearing member pool and clearing
corporation account is held with other depository, the Equity Shares tendered under the Buy-back shall be blocked in the
shareholders demat account at the source depository during the tendering period. Inter Depository Tender Offer (“IDT”)
instruction shall be initiated by shareholder at source depository to clearing member pool/ clearing corporation account
at target depository. Source depository shall block the shareholder’s securities (i.e., transfers from free balance to
blocked balance) and sends IDT message to target depository for confirming creation of lien. Details of shares blocked in
the shareholders demat account shall be provided by the target Depository to the Clearing Corporation
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Before placing the order, the Eligible Seller would be required to transfer the tendered Equity Shares to the special
account of the Clearing Corporation, by using the settlement number through the early pay in mechanism of the
Depositories prior to placing the order/ bid on the platform of the Stock Exchanges by the Seller Member. For further
details, Eligible Shareholders may refer to the circulars issued by the Stock Exchange/ Clearing Corporation.
The details of the settlement number of the special account of Clearing Corporation under which the Equity Shares are
to be transferred in the account of the Clearing Corporation for the Buyback will be provided through separate circular
that will be issued by BSE/ Clearing Corporation.
For Custodian Participant orders for Equity Shares in demat form, early pay-in is mandatory prior to confirmation of order
by custodian. The custodian shall either confirm or reject the orders not later than closing of trading hours on the last
day of the Tendering Period. Thereafter, all unconfirmed orders shall be deemed to be rejected. For all confirmed
Custodian Participant orders, order modification shall revoke the custodian confirmation and the revised order shall be
sent to custodian again for confirmation.
Upon placing the bid, the Seller Member shall provide a Transaction Registration Slip (‘TRS’) generated by the exchange
bidding system to the Shareholder. TRS will contain the details order submitted like Bid ID No., Application No., DP ID,
Client ID, No. of Equity Shares tendered etc.
In case of demat Equity Shares, submission of Tender Form and TRS is not mandatory. In case of non-receipt of the
completed tender form and other documents, but receipt of Equity Shares in the accounts of the Clearing Corporation
and a valid bid in the exchange bidding system, the bid for Buyback shall be deemed to have been accepted.
All the Eligible Sellers who have tendered their Demat Shares shall also provide all relevant documents, which are
necessary to ensure transferability of the Equity Shares in respect of the Tender Form to be sent. Such documents may
include (but not be limited to):
i. Duly attested power of attorney, if any person other than the Eligible Seller has signed the Tender Form;
ii. Duly attested death certificate and succession certificate/ legal heirship certificate, in case any Eligible Seller has
expired; and
iii. In case of companies, the necessary certified corporate authorizations (including board and/ or general meeting
resolutions).
Eligible Shareholders who have tendered their Demat Shares in the Buyback may deliver the Tender Form duly signed (by
all Eligible Shareholders in case Demat Shares are in joint names) in the same order in which they hold the Equity Shares,
along with TRS generated by the stock exchange bidding system upon placing of a bid, either by registered post, speed
post or courier or hand delivery to the Registrar to the Buyback at the address mentioned on the cover page of this Letter
of Offer , so that the same are received on or before of Buyback Closing Date. The envelope should be super scribed as
“Gulf Oil Lubricants India Limited Buyback Offer 2022”. In case of Demat Shares, submission of Tender Form and TRS is
not mandatory. In the event of non-receipt of the completed Tender Form and other documents, but receipt of Equity
Shares in the special account of the Clearing Corporation and a valid bid in the stock exchange bidding system, the
Buyback shall be deemed to have been Accepted for such shareholders holding Demat Shares.
Excess Demat Shares or unaccepted Demat Shares, if any, tendered by the Eligible Shareholders would be returned to
them by Clearing Corporation. If the securities transfer instruction is rejected in the depository system, due to any issue
then such securities will be transferred to the Seller Member’s depository pool account for onward transfer to the Eligible
Shareholder. In case of custodian participant orders, Demat Shares or unaccepted Demat Shares, if any, will be returned
to the respective custodian depository pool account.
The Eligible Sellers will have to ensure that they keep the DP Account active and unblocked to receive credit in case of
return of Equity Shares due to rejection or due to prorated buyback decided by the Company. Further, Eligible
Shareholders will have to ensure that they keep the bank account attached with the DP account active and updated to
receive credit remittance due to acceptance of Buyback of shares by the Company.
The cumulative quantity tendered shall be made available on the website of the Stock Exchange throughout the trading
sessions and will be updated at specific intervals during the Tendering Period.
XXV. Procedure to be followed by Registered Equity Shareholders holding Equity Shares in physical form:
In accordance with the Frequently Asked Questions issued by SEBI, “FAQs - Tendering of physical shares in buy-back offer/
open offer/ exit offer/delisting” dated February 20, 2020, and SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/144
dated July 31, 2020, Eligible Shareholders holding securities in physical form are allowed to tender shares in buyback
through tender offer route. However, such tendering shall be as per the provisions of the SEBI Buyback Regulations.
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Eligible Shareholders who are holding physical Equity Shares and intend to participate in the Buyback will be required to
approach their respective Selling Member(s) along with the complete set of documents for verification procedures to be
carried out before placement of the bid. Such documents will include the following: the (i) original Equity Share
certificate(s), (ii) valid share transfer form(s) i.e. Form SH-4 duly filled and signed by the transferors (i.e. by all registered
Eligible Sellers in same order and as per the specimen signatures registered with the Company) and duly witnessed at the
appropriate place authorizing the transfer in favour of the Company, (iii) self-attested copy of the Eligible Seller’s PAN
Card, (iv) the Tender Form (duly signed by all Eligible Shareholders in case the Equity Shares are in joint names) the same
order in which they hold Equity Shares, and (v) any other relevant documents such as, but not limited to, duly attested
power of attorney, corporate authorization (including board resolution/ specimen signature), notarized copy of death
certificate and succession certificate or probated will, if the original Eligible Shareholder has deceased, etc., as applicable.
In addition, if the address of the Eligible Seller has undergone a change from the address registered in the Register of
Members of the Company, the Eligible Seller would be required to submit a self-attested copy of address proof consisting
of any one of the following documents: valid Aadhar Card, Voter Identity Card or Passport.
Based on the documents as mentioned in Clause XXV (a) herein above, the concerned Selling Member shall place the bid
on behalf of Eligible Shareholders holding Equity Shares in physical form using the Acquisition Window of BSE. Upon
placing the bid, the Selling Member shall provide a TRS generated by the exchange bidding system to the Eligible Seller.
The TRS will contain the details of order submitted like folio number, Equity Share certificate number, distinctive number,
number of Equity Shares tendered, etc.
The Selling Member / Eligible Shareholder is required to deliver the original Equity Share certificate(s) and documents (as
mentioned in Clause 20) along with TRS either by registered/ speed post or courier or hand delivery to Registrar to the
Buyback, at its office/ collection centres provided in Clause 18 herein above, on or before the closing period of bidding
by Selling Member. The envelope should be super scribed as “Gulf Oil Lubricants India Limited Buyback Offer 2022”.
One copy of the TRS will be retained by Registrar to the Buyback and it will provide acknowledgement of the same to the
Selling Member/ Eligible Seller.
Eligible Shareholders holding physical Equity Shares should note that physical Equity Shares will not be accepted unless
the complete set of documents is submitted. Acceptance of the physical Equity Shares for Buyback by the Company shall
be subject to verification as per the Buyback Regulations and any further directions issued in this regard. The Registrar to
the Buyback will verify such bids based on the documents submitted on a daily basis and till such time the BSE shall display
such bids as ‘unconfirmed physical bids’. Once the Registrar to the Buyback confirms the bids it will be treated as
‘Confirmed Bids.
An unregistered shareholder holding Physical Shares may also tender his shares for Buyback by submitting the duly
executed transfer deed for transfer of shares, purchased prior to Record Date, in his name, along with the offer form,
copy of his PAN card and of the person from whom he has purchased shares and other relevant documents as required
for transfer, if any
In case any Eligible Seller has submitted Equity Shares in physical form for dematerialization, such Equity Shareholders
should ensure that the process of getting the Equity Shares dematerialized is completed well in time so that they can
participate in the Buyback before Buyback Closing Date.
XXVI. For Equity Shares held by Eligible Sellers, being Non-Resident Shareholders of Equity Shares (Read with clause 17
“DETAILS OF THE STATUTORY APPROVALS”):
Eligible Sellers, being Non-Resident Shareholders of Equity Shares (excluding FIIs) shall also enclose a copy of the
permission received by them from RBI, if applicable, to acquire the Equity Shares held by them.
FII/FPI/FVCI shareholders should also enclose a copy of their SEBI registration certificate.
In case the Equity Shares are held on repatriation basis, the Non-Resident Eligible Seller shall obtain and enclose approval
letter from RBI/a letter from its authorized dealer/ bank confirming that at the time of acquiring the said Equity Shares,
payment for the same was made by the non-resident Eligible Seller from the appropriate account (e.g. NRE a/c.) as
specified by RBI in its approval. In case the Non-Resident Eligible Seller is not in a position to produce the said certificate,
the Equity Shares would be deemed to have been acquired on non-repatriation basis and in that case the Non-Resident
Eligible Seller shall submit a consent letter addressed to the Company allowing the Company to make the payment on a
non-repatriation basis in respect of the valid Equity Shares accepted under the Buyback.
If any of the above stated documents, as applicable, are not enclosed along with the Tender Form, the Equity Shares
tendered under the Buyback Offer are liable to be rejected.
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The participation of the Eligible Shareholders in the Buyback is entirely at the discretion of the Eligible Shareholders. The
Company does not accept any responsibility for the decision of any Eligible Shareholder to either participate or to not
participate in the Buyback. The Company will not be responsible in any manner for any loss of Share certificate(s) and
other documents during transit and the Eligible Shareholders are advised to adequately safeguard their interest in this
regard.
THE NON-RECEIPT OF THE LETTER OF OFFER BY, OR ACCIDENTAL OMISSION TO DISPATCH THE LETTER OF OFFER TO
ANY PERSON WHO IS ELIGIBLE TO RECEIVE THE SAME TO PARTICIPATE IN THE BUYBACK, SHALL NOT INVALIDATE THE
BUYBACK OFFER IN ANY WAY. PLEASE NOTE THAT THE COMPANY SHALL ACCEPT EQUITY SHARES VALIDLY TENDERED
FOR THE BUYBACK OFFER ON THE BASIS OF THEIR HOLDING AND ENTITLEMENT AS APPEARING IN THE RECORDS OF
THE COMPANY AS ON THE RECORD DATE.
The instructions and authorizations contained in the Tender Form constitute an integral part of the terms of this Buyback.
XXVII. In case of non-receipt of the Letter of Offer
A. By Eligible Shareholder holding Demat Shares:
a) If Eligible Shareholder(s) who have been sent the Letter of Offer through electronic means wish to obtain a physical copy
of the Letter of Offer, they may send a request in writing to the Company or Registrar at the address or email id mentioned
at the cover page of the Letter of Offer stating name, address, number of Equity Shares held on Record Date, client ID
number, DP name / ID, beneficiary account number, and upon receipt of such request, a physical copy of the Letter of
Offer shall be provided to such Eligible Shareholder. An Eligible Shareholder may participate in the Buyback by
downloading the Tender Form from the website of the Company i.e. www.gulfoilindia.com or the website of the registrar
at www.kfintech.com or by providing their application in writing on plain paper, signed by all Equity Shareholders (in case
Equity Shares are in joint name), stating name and address of Shareholder(s), number of Equity Shares held as on the
Record Date, Client ID number, DP Name/ ID, beneficiary account number and number of Equity Shares tendered for the
Buyback. For further process, please refer to Clause 20 titled “Procedure to be followed by Equity Shareholders holding
Equity Shares in the dematerialised form” on page 28 of this Letter of Offer .
Eligible Shareholder(s) who intend to participate in the Buyback using the “plain paper” option as mentioned in this
paragraph are advised to confirm their entitlement from the Registrar to Buyback, before participating in the Buyback.
B. By Eligible Shareholder holding Physical Shares:
An Eligible Shareholder may participate in the Buyback by downloading the Tender Form from the website of the
Company (i.e. www.gulfoilindia.com) or by providing their application in writing on plain paper signed by Eligible
Shareholder or all Eligible Shareholders (in case Equity Shares are in joint name) stating name, address, folio number,
number of Equity Shares held, share certificate number, number of Equity Shares tendered for the Buyback and the
distinctive numbers thereof, bank account details together with the original share certificate(s), copy of Eligible
Shareholders PAN card(s) and executed Form SH-4 in favour of the Company. The transfer Form (SH-4) can be
downloaded from the Company’s website (i.e., www.gulfoilindia.com). Eligible Shareholders must ensure that the Tender
Form, along with the TRS and requisite documents (as mentioned in Clause 20), reach the Registrar to the Buyback not
later than 2 (two) days from the Buyback Closing Date (by 3:00 p.m.). If the signature(s) of the Eligible Shareholders
provided in the plain paper application differs from the specimen signature(s) recorded with the Registrar to the
Buyback/Company or are not in the same order (although attested), the Company/Registrar to the Buyback shall have a
right to reject such applications. For further process, please refer to Clause 20.
Please note that Eligible Shareholder(s) who intend to participate in the Buyback will be required to approach their
respective Seller Member (along with the complete set of documents for verification procedures) and have to ensure
that their bid is entered by their respective Seller Member or broker in the electronic platform to be made available
by the Designated Stock Exchange before the Buyback Closing Date.
The Company shall accept Equity Shares validly tendered by the Eligible Shareholder(s) in the Buyback on the basis of
their shareholding as on the Record Date and the Buyback Entitlement.
XXVIII. Acceptance of orders

The Registrar to the Buyback shall provide details of order acceptance to Clearing Corporation within specified timelines
XXIX. Method of Settlement

i. Upon finalization of the basis of acceptance as per Buyback Regulations, the settlement of trades shall be carried out
in the manner similar to settlement of trades in the secondary market.
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ii. The Company will transfer the consideration pertaining to the Buyback to the Clearing Corporation’s bank account
through the Company’s Broker as per the secondary market mechanism, as per the prescribed schedule. For demat
Equity Shares accepted under the Buyback, the Clearing Corporation will make direct funds pay-out to the respective
Eligible Sellers’ bank account linked to its demat account. If bank account details of any Eligible Shareholder holding
Equity Shares in dematerialized form are not available or if the fund transfer instruction is rejected by the RBI or
relevant Bank, due to any reasons, then the amount payable to the Eligible Sellers will be transferred to the concerned
Seller Members’ for onward transfer to the such Eligible Seller holding Equity Shares in dematerialized form.
iii. In case of certain client types viz. NRI, foreign clients etc. (where there are specific RBI and other regulatory
requirements pertaining to funds pay-out) who do not opt to settle through custodians, the funds pay-out would be
given to their respective Selling Member’s settlement accounts for releasing the same to the respective Eligible Seller’s
account. For this purpose, the client type details would be collected from the depositories, whereas funds pay-out
pertaining to the bids settled through custodians will be transferred to the settlement bank account of the custodian,
each in accordance with the applicable mechanism prescribed by BSE and the Clearing Corporation from time to time.
iv. For the Eligible Sellers holding Equity Shares in physical form, the funds pay-out would be given to their respective
Selling Member’s settlement accounts for releasing the same to the respective Eligible Seller’s account.
v. The Equity Shares bought back in the dematerialized form would be transferred directly to the escrow account of the
Company (“Company Demat Escrow Account”) provided it is indicated by the Company’s Broker or it will be
transferred by the Company’s Broker to the Company Demat Escrow Account on receipt of the Equity Shares from the
clearing and settlement mechanism of BSE.
vi. Excess Equity Shares or unaccepted Equity Shares, in dematerialised form, if any, tendered by the Eligible Sellers would
be transferred by the Clearing Corporation directly to the respective Eligible Seller’s DP account. If the securities
transfer instruction is rejected in the Depository system, due to any issue then such securities will be transferred to
the Seller Member’s depository pool account for onward transfer to the respective Eligible Seller.
vii. Any excess Equity Shares, in physical form, pursuant to proportionate acceptance/ rejection will be returned back to
the Eligible Shareholders directly by the Registrar. The Company is authorized to split the share certificate and issue
new consolidated share certificate for the unaccepted Equity Shares, in case the Equity Shares accepted by the
Company are less than the Equity Shares tendered in the Buyback by Eligible Sellers holding Equity Shares in the
physical form.
viii. The Seller Member would issue contract note for the Equity Shares accepted under the Buyback. The Company’s
Broker would also issue a contract note to the Company for the Equity Shares accepted under the Buyback.
ix. Equity Shareholders who intend to participate in the Buyback should consult their respective Selling Member for
payment to them of any cost, applicable taxes, charges and expenses (including brokerage) that may be levied by the
Selling Member upon the selling Eligible Seller for tendering Equity Shares in the Buyback (secondary market
transaction). The Manager to the Buyback and the Company accept no responsibility to bear or pay any additional
cost, applicable taxes, charges and expenses (including brokerage) levied by the Selling Member, and such costs will
be incurred solely by the Eligible Sellers.
x. The Equity Shares lying to the credit of the Company Demat Escrow Account and the Equity Shares bought back and
accepted in physical form will be extinguished in the manner and following the procedure prescribed in the Buyback
Regulations.
XXX. Rejection Criteria
The Equity Shares tendered by Eligible Sellers would be liable to be rejected on the following grounds. For Eligible Sellers
holding shares in the dematerialized form if the (a) Shareholder is not an Eligible Seller of the Company as on the Record
Date; (b) in the event of non-receipt of the completed Tender Form and other documents from the Eligible Shareholders
who were holding Physical Shares as on the Record Date and have placed their bid in demat form (c) if there is a name
mismatch in the demat account of the shareholder and PAN. (d) where there exists any restraint order of a Court/any
other competent authority for transfer/disposal/ sale or where loss of share certificates has been notified to the Company
or where the title to the Equity Shares is under dispute or otherwise not clear or where any other restraint subsists.
For Eligible Sellers holding Equity Shares in the physical shares would be liable to be rejected on the following if:
a. The documents mentioned in the Tender Form for Eligible Shareholders holding Equity Shares in physical form are
not received by the Registrar on or before the close of business hours of Thursday, April 07, 2022 by 5.p.m.);
b. If there is any other company share certificate enclosed with the Tender Form instead of the share certificate of the
Company;
c. If the transmission of Equity Shares is not completed, and the Equity Shares are not in the name of the Eligible
Sellers;
d. If the Eligible Sellers bid the Equity Shares but the Registrar does not receive the physical Equity Share certificate;
e. In the event the signature in the Tender Form and Form SH-4 do not match as per the specimen signature recorded
with Company or Registrar;
f. If the Share Transfer Form SH-4 is not witnessed; or
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g. Where there exist any restraint order of a Court/ any other competent authority for transfer/ disposal/ sale or where
loss of share certificates has been notified to the Company or where the title to the Equity shares is under dispute
of otherwise not clear or where any other restraint subsists.
21. NOTE ON TAXATION
Disclosures in this section are based on the opinion obtained by the Company from M/s. GPS & ASSOCIATES,
Chartered Accountants.
THE SUMMARY OF THE TAX CONSIDERATIONS IN THIS SECTION ARE BASED ON THE CURRENT PROVISIONS OF THE
TAX LAWS OF INDIA AND THE REGULATIONS THEREUNDER, THE JUDICIAL AND THE ADMINISTRATIVE
INTERPRETATIONS THEREOF, WHICH ARE SUBJECT TO CHANGE OR MODIFICATION BY SUBSEQUENT LEGISLATIVE,
REGULATORY, ADMINISTRATIVE OR JUDICIAL DECISIONS. ANY SUCH CHANGES COULD HAVE DIFFERENT TAX
IMPLICATIONS ON THESE TAX CONSIDERATIONS.
IN VIEW OF THE PARTICULARIZED NATURE OF TAX CONSEQUENCES, SHAREHOLDERS ARE REQUIRED TO CONSULT
THEIR TAX ADVISORS FOR THE APPLICABLE TAX PROVISIONS INCLUDING THE TREATMENT THAT MAY BE GIVEN BY
THEIR RESPECTIVE TAX OFFICERS IN THEIR CASE, AND THE APPROPRIATE COURSE OF ACTION THAT THEY SHOULD
TAKE.
THE COMPANY DOES NOT ACCEPT ANY RESPONSIBILITY FOR THE ACCURACY OR OTHERWISE OF THIS TAX
SUMMARY AND THERE CAN BE NO LIABILITY ON THE COMPANY IF ANY ACTION IS TAKEN BY THE SHAREHOLDER
SOLELY BASED ON THIS TAX SUMMARY. THEREFORE, SHAREHOLDERS CANNOT RELY ON THIS ADVICE AND THE
SUMMARY TAX IMPLICATIONS RELATING TO THE TREATMENT OF INCOME TAX IN THE CASE OF BUYBACK OF EQUITY
SHARES LISTED ON THE STOCK EXCHANGE SET OUT BELOW SHOULD BE TREATED AS INDICATIVE AND FOR
GUIDANCE PURPOSES ONLY.
1) The Indian tax year runs from April 1 to March 31. The basis of charge of Indian income-tax depends upon the residential
status of the taxpayer during a tax year. A person who is a tax resident of India is liable to taxation in India on his
worldwide income, subject to certain prescribed tax exemptions provided under the Income Tax Act 1961 (“ITA”).
2) A person who is treated as a non-resident for Indian tax purposes is generally liable to tax in India only on his / her Indian
sourced income or income received by such person in India. In case of shares of a company, the source of income from
shares would depend on the ‘situs’ of the shares. As per judicial precedents, generally the “situs” of the shares is where
company is “incorporated” and where its shares can be transferred. Accordingly, since the Company is incorporated in
India, the shares of the Company would be “situated” in India and any gains arising to a non-resident on transfer of such
shares should be taxable in India under the ITA subject to any specific exemption in this regard. Further, the non-resident
can avail the beneficial tax treatment prescribed under the relevant Double Taxation Avoidance Agreement (“DTAA”)
subject to satisfaction of the relevant conditions including non-applicability of General Anti-Avoidance Rule (“GAAR”) and
providing and maintaining necessary information and documents as prescribed under the ITA.
3) The summary of tax implications on buyback of equity shares listed on the stock exchanges in India is set out below. All
references to equity shares in this note refer to equity shares listed on the stock exchanges in India unless stated
otherwise. The residential status of an assessee would be determined in terms of Section 6 of the ITA.
4) Section 115QA to include Companies Listed on recognized stock exchange within the ambit of Section 115QA. As per
Section 115QA, listed companies making a public announcement of Buyback of shares on or after 5th July 2019 are
required to pay an additional Tax @ 20%, plus Surcharge @ 12%, plus Health & Education Cess @4% on the Distributed
Income.
5) Distributed Income is defined under section 115QA to include Consideration paid by the company on buyback of Shares
as reduced by the amount which was received by the company on issue of such shares, determined in the manner
specified in Rule 40BB.
6) The tax on the distributed income by the company shall be treated as the final payment of tax in respect of the said
income and no further credit therefor shall be claimed by the company or by any other person in respect of the amount
of tax so paid.
7) No deduction under any other provision of this Act shall be allowed to the company or a shareholder in respect of the
income which has been charged to tax.
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8) As the said income has been charged to tax at company level, it shall be exempt in the hands of shareholders under
section 10(34A) of the ITA. Accordingly, income arising in the hands of the shareholder (whether resident or non-resident)
on buyback of equity shares shall be exempt from tax in India irrespective of the characterization of the shares, i.e.,
whether long term or short term or held as investment or stock-in-trade under sub-clause (34A) of Section 10 of the ITA.
In case of Non-Resident Shareholders, the same may be subject to tax in the country of residence of the shareholder as
per the provisions of the tax laws of that country. The credit of tax may or may not be allowed to such nonresident
shareholder to be claimed in the country of residence in respect of the buy-back tax paid by the company in view of Sec
115QA (4) and (5) of the ITA. Non- resident shareholders need to consult their tax advisors with regard to chargeability
of this income in their respective tax jurisdiction and availability of tax credits if any under their respective domestic laws.
9) Since there is no provision regarding the TDS in case of Buyback, company is not required to deduct any tax at source on
consideration payable to Resident Shareholders.
10) Further, given that the consequential income would be exempt from tax in the hands of shareholders u/s 10(34A) of the
ITA, the same would not be subject to TDS for Non-Resident Shareholders.
11) Since the buyback of shares shall take place through the settlement mechanism of the Stock Exchange, securities
transaction tax at 0.1% of the value of the transaction will be applicable.
Caveat:
a) The summary of the tax considerations as above is based on the current provisions of the tax laws of India, which are
subject to change or modification by subsequent legislative, regulatory, administrative or judicial decisions.
b) In view of the specific nature of tax consequences, shareholders who are not tax residents of India are required to consult
their tax advisors for the applicable tax and the appropriate course of action that they should take considering the
provisions of the relevant Country or State tax law and provisions of DTAA where applicable.
c) The above note on taxation sets out the provisions of law in a summary manner only and does not purport to be a
complete analysis or listing of all potential tax consequences of the disposal of equity shares. This note is neither binding
on any regulators nor can there be any assurance that they will not take a position contrary to the comments mentioned
herein. Therefore, shareholders cannot rely on this advice and the summary tax implications relating to the treatment
of income tax in the case of buyback of equity shares listed on the stock exchange as set out above. There can be no
liability, if any action is taken by the shareholder solely based on this tax summary
d) In view of the particularized nature of tax consequences involved in the buyback transaction, shareholders are required
to consult their tax Advisors for the applicable tax provisions including the treatment that may be given by their respective
tax officers in their case, and the appropriate course of action that they should take.
22. DECLARATION BY THE BOARD OF DIRECTORS
Declaration as required under clause (ix) and clause (x) of Schedule I to the Buy Back Regulations:
The Board of Directors as on the date of passing the board resolution approving the Buyback i.e. February 09, 2022 have confirmed
that:
1. there are no defaults subsisting in repayment of deposits, redemption of debentures or preference shares or repayment of
term loans to any financial institutions or banks.
2. Have enquired into the state of affairs of the Company in relation its audited financial statements as at and for the year ended
March 31, 2021.
3. The amount of permissible capital payment (including security premium) towards the proposed buyback of equity shares as
computed in the accompanying Statement attached herewith, is properly determined in our view in accordance with proviso
(i) to Section 68(2)(b) read with Section 68(2)(c) of the Companies Act. The amounts of share capital and free reserves have
been extracted from the audited financial statements of the Company for the year ended March 31, 2021.
4. The Board of Directors of the Company, in their meeting held on February 09, 2022 have formed their opinion as specified in
clause (x) of Schedule I to the SEBI Buyback Regulations, on reasonable grounds and that the Company, having regard to its
state of affairs, will not be rendered insolvent within a period of one year from the date of passing the Board meeting
resolution dated February 09, 2022.
- 34 -
This declaration is made and issued by the Board of Directors of the Company in terms of the resolution passed at the meeting
held on February 09, 2022.
For and on behalf of the Board of Directors of Gulf Oil Lubricants India Limited,
Sd/- Sd/- Sd/-

Shweta Gupta
Ravi Shamlal Chawla Munesh Narinder Khanna
Company Secretary & Compliance
Managing Director & CEO Non-Executive Independent Director
Officer
DIN: 02808474 DIN: 00202521
Membership No.: ACS18275
- 35 -
23. AUDITOR’S CERTIFICATE
Quote
To,
The Board of Directors
GULF OIL LUBRICANTS INDIA LIMITED
IN Centre, 49/50 MIDC
12th Road, Andheri (East),
Mumbai – 400 093, Maharashtra
Auditors’ Report on Buy Back of Shares pursuant to the requirement of Schedule I to Securities and Exchange Board of India
(Buy-back of Securities) Regulations, 2018
1. This report is issued in accordance with our agreement dated February 09, 2022.
2. We have been engaged by Gulf Oil Lubricants India Limited (the “Company”) to perform a reasonable assurance engagement
on determination of the amount of permissible capital payment as detailed in the accompanying Annexure I in connection
with the proposed buy-back by the Company of its equity shares in pursuance of Section 68 and Section 70 of the Companies
Act, 2013 (the “Act”) and The Companies (Share Capital and Debentures) Rules, 2014 and the regulations as specified in the
‘Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018’ and amendments thereto (the
“Regulations”) and on the opinions expressed by the Board of Directors of the Company, as required under the Regulations.
We have digitally signed the Annexure I for identification purposes only.
Board of Directors Responsibility
3. The Board of Directors of the Company is responsible for the following:

i) The amount of the permissible capital payment for the securities in question is properly determined; and
ii) It has made a full inquiry into the affairs and prospects of the Company and has formed the opinion that the Company
will not be rendered insolvent within a period of one year from the date of the Board Meeting (the “BM”) for buy-back.
iii) A declaration is signed by at least two directors of the Company, that the Board of Directors has made a full enquiry into
the affairs and prospects of the Company and has formed the opinion that the Company will not be rendered insolvent within
a period of one year from the date of the Board meeting and in forming the opinion, it has taken into account the liabilities
as if the Company were being wound up under the provisions of the Act.
Auditors Responsibility
4. Pursuant to the requirement of the Regulations, it is our responsibility to obtain reasonable assurance on the following
“Reporting Criteria”:
i. whether the amount of capital payment for the buy-back is within the permissible limit computed in accordance with
the provisions of Section 68 of the Act and the Regulations; and
ii. whether the Board of Directors has formed the opinion, as specified in Clause (x) of Schedule I to the Regulations, on
reasonable grounds that the Company having regard to its state of affairs will not be rendered insolvent within a period
of one year from date of the BM.
5. A reasonable assurance engagement involves performing procedures to obtain sufficient appropriate evidence on the
Reporting Criteria. The procedures selected depend on the auditor’s judgment, including the assessment of the risks
associated with the Reporting Criteria. Within the scope of our work, we performed the following procedures:
i) Examined authorisation for buy-back from the Articles of Association of the Company;
ii) Examined that the amount of capital payment for the buy-back as detailed in Annexure I is within the permissible limit
computed in accordance with the provisions of Section 68 of the Act and the Regulations;
iii) Examined that the ratio of the debt owned by the Company, if any, is not more than twice the capital and its free
reserves after such buy-back;
iv) Examined that all the shares for buy-back are fully paid-up;
v) Inquired into the state of affairs of the Company with reference to the audited financial statements of the Company as
at and for the year ended March 31, 2021 (the “Audited Financial Statements”) which has been prepared by the
Management of the Company; and examined budgets and projections prepared by the Management;
vi) Examined minutes of the meetings of the Board of Directors;
vii) Examined Directors’ declarations for the purpose of buy-back and solvency of the Company; and
viii) Obtained appropriate representations from the Management of the Company.
- 36 -
6. We conducted our examination in accordance with the ‘Guidance Note on Reports or Certificates for Special Purposes’ issued
by the Institute of Chartered Accountants of India. The Guidance Note requires that we comply with the ethical requirements
of the Code of Ethics issued by the Institute of Chartered Accountants of India.
7. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for
Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services
Engagements.
8. The financial statements referred to in paragraph 5 (v) above, have been audited by us on which we issued an unmodified
audit opinion vide our report dated May 28, 2021. Our audit of these financial statements was conducted in accordance with
the Standards on Auditing and other applicable authoritative pronouncements issued by the Institute of Chartered
Accountants of India. Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. Our audits were not planned and performed in
connection with any transactions to identify matters that may be of potential interest to third parties.
Opinion
9. As a result of our performance of aforementioned procedures, we report that:
i. The amount of capital payment of Rs. 8,500.00 lakhs for the shares in question, as stated in the accompanying certified
extract of the minutes of the Board of Directors’ meeting held on February 09, 2022, is within the permissible capital
payment of Rs. 21,494.73 lakhs, as calculated in Annexure I based on the Audited Financial Statements, which, in our
opinion, is properly determined in accordance with Section 68 of the Act and the Regulations, and
ii. The Board of Directors in their meeting held on February 09, 2022 has formed the opinion, as specified in Clause (x) of
Schedule I to the Regulations, on reasonable grounds that the Company having regard to its state of affairs will not be
rendered insolvent within a period of one year from date of the BM for buy-back.
Restriction on Use
10. Our work was performed solely to assist you in meeting your responsibilities with reference to the Regulations. Our
obligations in respect of this report are entirely separate from, and our responsibility and liability is in no way changed by any
other role we may have (or may have had) as auditors of the Company or otherwise. Nothing in this report, nor anything said
or done in the course of or in connection with the services that are the subject of this report, will extend any duty of care we
may have in our capacity as auditors of the Company.
11. This report is addressed to and provided to the Board of Directors of the Company pursuant to the requirements of the
Regulations solely to enable the Board of Directors of the Company to include in (i) Public Announcement to be made to the
shareholders of the Company, which will be filed with (a) the Registrar of Companies as required by the Regulations (b) the
National Securities Depository Limited and the Central Depository Services (India) Limited for the purpose of extinguishment
of equity shares and (c) the authorised dealer, as approved by the board of directors or committee of the board of directors
thereof, for the purpose of capital payment (d) Securities and Exchange Board of India, BSE Limited and the National Stock
Exchange of India Limited and (e) Merchant Banker to the buy-back appointed by the Company,
(ii) Draft/Final letter of offer to be filed with Securities and Exchange Board of India (SEBI) and BSE Limited and National Stock
Exchange of India Limited,
(iii) Letter of offer to be given to the shareholders, and should not be used for any other purpose. Price Waterhouse LLP does
not accept or assume any liability or duty of care for any other purpose or to any other person to whom this report, or Public
Announcement which includes our report, is shown or into whose hands it may come save where expressly agreed by our
prior consent in writing.
For Price Waterhouse LLP

Firm Registration Number: 301112E/ E300264
Chartered Accountants
Sd/-
Arunkumar Ramdas
Partner
Membership Number: 112433
UDIN: 22112433ABBEKG8172
Place: Mumbai
Date: February 09, 2022
- 37 -
Auditor’s Report on Buy-back of Shares pursuant to the requirements of Schedule I to Securities and Exchange Board of India
(Buy-back of Securities) Regulations, 2018, as amended and the Companies Act, 2013 and the rules thereunder
Annexure I: Statement of permissible capital payment for Buyback of Equity Shares:
Amount
Particulars
(Rs. In lakhs)
Issued, Subscribed and Paid-up share capital as at March 31, 2021 1,006.19
Free reserves including Securities Premium as at March 31, 2021
- Securities premium reserve 17,095.55
- Retained earnings 60,515.32
- General Reserve 7,361.85
Total 85,978.91
Maximum amount permissible for the Buy-back as per proviso to section 68(2)(b) of the Act and the 8,597.89
Regulations i.e. 10% of total paid-up equity capital, free reserves and securities premium
Maximum amount permissible for the Buy-back as per section 68(2)(c) of the Act and the 21,494.73
Regulations i.e. 25% of total paid-up equity capital, free reserves and securities premium
Maximum amount permitted by the Board vide its resolution dated February 09, 2022 approving 8,500.00
Buy-back, based on the audited accounts for the year ended March 31, 2021
Notes:
Calculation in respect to buyback is done on the basis of Audited Financial Statements of the Company for the year ended March
31, 2021.
For and on behalf of GULF OIL LUBRICANTS INDIA LIMITED
Signature Sd/-
Name Ravi Shamlal Chawla
Designation Managing Director & CEO
DIN 02808474
Date: February 09, 2022
Unquote
24. DOCUMENTS FOR INSPECTION
Copies of the following documents will be available for inspection at the Corporate Office of the Company at IN Centre, 49/50
MIDC 12th Road, Andheri (East), Mumbai – 400093, Maharashtra between 11.00 a.m. and 5.00 p.m. on all working days (Monday
to Friday) during the offer period:
1. Certificate of Incorporation of the Company.
2. Memorandum and Articles of Association of the Company.
3. Annual reports of the Company for the last three financial years viz. March 31, 2021, 2020 and 2019.
4. Un- audited financial statements for six month ended September 30, 2021.
5. Copy of resolution passed by the Board of Directors at their meeting held on February 09, 2022 approving the proposal of the
Buyback.
6. Certificate dated February 09, 2022 received from M/s. Price Waterhouse LLP, the Statutory Auditors of the Company, in
terms of clause (xi) of to Schedule I of the Buyback Regulations.
7. Copy of Public Announcement dated February 10, 2022 published in the newspapers on February 11, 2022 regarding Buyback.
8. Copy of Declaration of Solvency and an affidavit verifying the same as per Form SH-9 of the Companies (Share Capital and
Debentures) Rules, 2014.
9. Certificate from M/s. GPS & Associates, Chartered Accountants, dated February 09, 2022 certifying that the Company has
made firm financing arrangements for fulfilling the obligations under the Buyback, in accordance with the Buyback
Regulations.
10. Copy of Escrow Agreement dated February 14, 2022 between Kotak Mahindra Bank Limited, Gulf Oil Lubricants India Limited
and Motilal Oswal Investment Advisors Limited.
11. SEBI comments vide letter dated March 10, 2022, issued in terms of the Buyback Regulations.
- 38 -
25. DETAILS OF THE COMPLIANCE OFFICER AND COMPANY INVESTOR RELATIONS
Mrs. Shweta Gupta,

Company Secretary and Compliance Officer,
IN Centre, 49/50, 12th Road, M I D C, Andheri (East),
Mumbai - 400093
Email: secretarial@gulfoil.co.in;
Investors may contact the Compliance Officer for any clarification or to address their grievances, if any, during office hours i.e.
11.00 a.m. to 3.00 p.m. on all working days except Saturday, Sunday and public holidays.
26. DETAILS OF THE REMEDIES AVAILABLE TO THE EQUITY SHAREHOLDERS
I. In case of any grievances relating to the Buyback (e.g. non-receipt of the Buyback consideration, share certificate, demat
credit, etc.), the investor can approach the Compliance Officer of the Manager to the Buyback and/ or Registrar to the
Buyback and/ or Compliance Officer of the Company for redressal.
II. If the Company makes any default in complying with the provisions of Section 68 of the Companies Act or any rules made
there-under, for the purposes of clause (f) of sub-section (2) of Section 68 of the Companies Act, the Company or any
officer of the Company who is in default shall be punishable with imprisonment for a term and its limit, or with a fine and
its limit or with both in terms of the Companies Act, as the case may be.
III. The address of the concerned office of the Registrar of Companies is as follows:
Registrar of Companies, Maharashtra at Mumbai
100, Everest, Marine Drive,
Mumbai-400002
022-22812627
27. DETAILS OF INVESTOR SERVICE CENTRE 28. DETAILS OF THE MANAGER TO THE BUY BACK
KFin Technologies Private Limited Motilal Oswal Investment Advisors Limited

(Formerly known as “Karvy Fintech Private Limited”) Motilal Oswal Tower, Rahimtullah Sayani Road Opposite Parel ST
Selenium, Tower B, Plot No- 31 and 32, Financial District, Depot, Prabhadevi, Mumbai- 400 025, Maharashtra, India
Nanakramguda, Serilingampally, Hyderabad, Rangareddi 500 032 Tel: +91 22 7193 4380
Telangana, India. Email: GOLIL.buyback2022@motilaloswal.com
Toll free number: 18003094001 Investor Grievance E-mail: moiaplredressal@motilaloswal.com
Email: gulfoil.buyback@kfintech.com Website: www.motilaloswalgroup.com
Website:www.kfintech.com/ Contact person: Ms. Ritu Sharma / Kirti Kanoria
Contact Person: Mr. M Murali Krishna SEBI Registration No.: INM000011005
SEBI Registration Number: INR000000221 CIN: U67190MH2006PLC160583
CIN: U72400TG2017PTC117649
29. DECLARATION BY THE DIRECTORS REGARDING AUTHENTICITY OF THE INFORMATION IN THE LETTER OF OFFER
As per Regulation 24(i)(a) of the Buyback Regulations, the Directors of the Company accept full responsibility for the information
contained in this Letter of Offer . This Letter of Offer is issued under the authority of the Board and in terms of the resolution
passed by the Board on February 09, 2022.
For and on behalf of the Board of Directors of Gulf Oil Lubricants India Limited
Sd/- Sd/- Sd/-

Ravi Shamlal Chawla Shweta Gupta
Munesh Narinder Khanna
Managing Director & CEO Company Secretary & Compliance
Non-Executive Independent Director
DIN: 02808474 Officer
DIN: 00202521
Membership No.: ACS18275
Place: Mumbai Place: Mumbai Place: Mumbai
Date: March 11, 2022 Date: March 11, 2022 Date: March 11, 2022
30. OFFER FORM

I. Tender Form (for Eligible Sellers holding Equity Shares in dematerialised form).
II. Tender Form (for Eligible Sellers holding Equity Shares in physical form).
- 39 -
TENDER FORMS
FORM OF ACCEPTANCE-CUM-ACKNOWLEDGEMENT (FOR EQUITY SHAREHOLDERS HOLDING SHARES IN DEMATERIALISED FORM)
Bid Number: BUYBACK OPENS ON Friday, March 25, 2022

Date: BUYBACK CLOSES ON Thursday, April 07, 2022
For Registrar / Collection Centre use
Inward No. Date Stamp
Status (please tick appropriate box)

Individual FII/FPI Insurance Co
Foreign Co NRI/OCB FVCI
Body Corporate Bank/FI Pension/PF
VCF Partnership/LLP Others
India Tax Residency Status: Please tick appropriate box

Resident of _____________
Resident in India Non-Resident in India (shareholder to fill in country
of residence)
To,
The Board of Directors,
Gulf Oil Lubricants India Limited,
IN Centre, 49/50 MIDC 12th Road, Andheri (East),Mumbai – 400093
Dear Sirs,
Sub: Letter of Offer dated March 11, 2022 to Buyback up to 14,16,667 (Fourteen Lacs Sixteen Thousand Six Hundred and Sixty Seven) Equity Shares of Gulf
Oil Lubricants India Limited (the “Company”) at a price of ₹ 600/- (Rupees Six Hundred only) per Equity Share (“Buyback Price”), payable in cash
1. I / We (having read and understood the Letter of Offer dated March 11, 2022) hereby tender / offer my / our Equity Shares in response to the Buyback on the terms
and conditions set out below and in the Letter of Offer.
2. I / We authorise the Company to Buyback the Equity Shares offered (as mentioned below) and to issue instruction(s) to the Registrar to the Buyback to extinguish
the Equity Shares.
3. I / We hereby affirm that the Equity Shares comprised in this tender / offer are offered for Buyback by me / us free from all liens, equitable interest, charges and
encumbrance.
4. I / We declare that there are no restraints / injunctions or other order(s) of any nature which limits / restricts in any manner my / our right to tender Equity Shares for
Buyback Offer and that I / we am / are legally entitled to tender the Equity Shares for Buyback.
5. I / We agree that the Company will pay the Buyback Offer Price only after due verification of the validity of the documents and that the consideration may be paid to
the first named shareholder.
6. I/ We acknowledge that the responsibility to discharge the tax due on any gains arising on buy-back is on me / us. I / We agree to compute gains on this transaction
and immediately pay applicable taxes in India and file tax return in consultation with our custodians/authorized dealers/tax advisors appropriately.
7. I/ We undertake to indemnify the Company if any tax demand is raised on the Company on account of gains arising to me / us on buyback of shares. I / We also
undertake to provide the Company, the relevant details in respect of the taxability / non-taxability of the proceeds arising on buyback of shares by the Company, copy
of tax return filed in India, evidence of the tax paid etc.
8. I / We agree that the consideration for the accepted Shares will be paid to the Seller Member as per secondary market mechanism.
9. I/We agree that the excess demat Equity Shares or unaccepted demat Shares, if any, tendered would be returned to the Selling Member by Clearing Corporation in
pay-out.
10. I / We undertake to return to the Company any Buyback consideration that may be wrongfully received by me / us.
11. I / We undertake to execute any further documents and give any further assurances that may be required or expedient to give effect to my / our tender / offer and
agree to abide by any decision that may be taken by the Company to effect the Buyback in accordance with the Companies Act and the Buyback Regulations.
12. Details of Equity Shares held and tendered / offered for Buyback:
In Figures In Words
Number of Equity Shares held as on Record Date (February 21, 2022)
Number of Equity Shares Entitled for Buyback (Buyback Entitlement)
Number of Equity Shares offered for Buyback (including Additional Shares)
Note: Eligible Sellers also have the option of tendering Additional Equity Shares (over and above their Buyback Entitlement) and participate in the shortfall created due to
non-participation of some other Eligible Sellers, if any. The acceptance of any Equity Shares tendered in excess of the Buyback Entitlement by the Eligible Shareholder
shall be in terms of Clause 19 and 20 of the Letter of Offer . Equity Shares tendered by any Eligible Seller over and above the number of Equity Shares held by such Eligible
Seller as on the Record Date shall not be considered for the purpose of Acceptance.
Tear along this line
Acknowledgement Slip: GULF OIL LUBRICANTS INDIA LIMITED BUY BACK OFFER 2022
(to be filled by the Equity Shareholder) (subject to verification)
Folio No./DP ID Client ID
Received from Mr./Ms./Mrs
Form of Acceptance-cum-Acknowledgement, Original TRS along with:
No. of Equity Shares offered for Buyback (In Figures) (in words
Please quote Client ID No. & DP No. for all future correspondence Stamp of Broker
- 40 -
13. Details of Account with Depository Participant (DP):
Name of the Depository (tick whichever is applicable) NSDL CDSL
Name of the Depository Participant
DP ID No.
Client ID No. with the DP
11. Equity Shareholders Details:
First/Sole Holder Joint Holder 1 Joint Holder 2 Joint Holder 3

Full Name(s) Of the Holder
Signature(s)*
PAN No.
Address of the Sole/First Equity
Shareholder
Telephone No. / Email ID
*Corporate must affix rubber stamp and sign under valid authority. The relevant corporate authorisation should be enclosed with the application form submitted
This Tender Form has to be read along with the Letter of Offer and is subject to the terms and conditions mentioned in the Letter of Offer and this Tender Form.
INSTRUCTIONS
1. The Buyback will open on Friday, March 25, 2022 and close on Thursday, April 07, 2022.
2. This Tender Form has to be read along with the Letter of Offer and is subject to the terms and conditions mentioned in the Letter of Offer and this Tender Form.
3. The Equity Shares tendered in the Buyback shall be rejected if (i) the shareholder is not a shareholder of the Company as on the Record Date; or (ii) if there is a name mismatch
in the demat account of the shareholder.
4. The Eligible Sellers will have to ensure that they keep the DP Account active and unblocked to receive credit in case of return of Equity Shares due to rejection or due to the
Buyback being on a proportionate basis in terms of the Ratio of Buyback.
In case of non-receipt of the Letter of Offer, Eligible Shareholders holding Equity Shares may participate in the Buyback by providing their application in plain paper in writing
signed by all Eligible Shareholders (in case of joint holding), stating name and address of the Eligible Seller(s), number of Equity Shares held as on the Record Date, Client ID
number, DP Name, DP ID, beneficiary account number and number of Equity Shares tendered for the Buyback
5. Eligible Sellers to whom the Buyback offer is made are free to tender Equity Shares to the extent of their Buyback Entitlement in whole or in part or in excess of their
entitlement.
6. For the procedure to be followed by Equity Shareholders for tendering in the Buyback, please refer to Clause 20 of the Letter of Offer.
7. By agreeing to participate in the Buy-back the Non-resident Shareholders give the Company the unconditional and irrevocable authority and power to make, sign, execute,
deliver, acknowledge and perform all applications to file regulatory reporting, if required, including FC-TRS form, if necessary and undertake to provide assistance to the
Company for such regulatory reporting, if required by the Company.
8. Non-Resident Shareholders must obtain all requisite approvals required to tender the Equity Shares held by them in this Buyback.
9. All documents sent by Eligible Sellers will be at their own risk. Eligible Sellers are advised to safeguard adequately their interests in this regard.

ALL FUTURE CORRESPONDENCE IN CONNECTION WITH THIS BUYBACK, IF ANY, SHOULD BE ADDRESSED TO REGISTRAR TO
THE BUYBACK AT THE FOLLOWING ADDRESS QUOTING YOUR CLIENT ID AND DP ID:
Investor Service Centre, GULF OIL LUBRICANTS INDIA LIMITED BUY BACK OFFER 2022
KFin Technologies Private Limited, Selenium Tower B, Plot 31-32, Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad - 500 032.
Toll free number 18003094001 | Email: gulfoil.buyback@kfintech.com | Website: www.kfintech.com

Contact Person: Mr. M Murali Krishna
- 41 -
TENDER FORMS
FORM OF ACCEPTANCE-CUM-ACKNOWLEDGEMENT (FOR EQUITY SHAREHOLDERS HOLDING SHARES IN PHYSICAL FORM)
Bid Number: BUYBACK OPENS ON Friday, March 25, 2022

Date: BUYBACK CLOSES ON Thursday, April 07, 2022
For Registrar / Collection Centre use
Inward No. Date Stamp
Status (please tick appropriate box)

Individual FII/FPI Insurance Co
Foreign Co NRI/OCB FVCI
Body Corporate Bank/FI Pension/PF
VCF Partnership/LLP Others
India Tax Residency Status: Please tick appropriate box

Resident of
Non-Resident in _____________
Resident in India
India (Shareholder to fill in
country of residence)
To,
The Board of Directors,
Gulf Oil Lubricants India Limited,
IN Centre, 49/50 MIDC 12th Road, Andheri (East), Mumbai – 400093
Dear Sirs,
Sub: Letter of Offer dated March 11, 2022 to Buyback up to 14,16,667 (Fourteen Lacs Sixteen Thousand Six Hundred and Sixty Seven) Equity Shares of Gulf
Oil Lubricants India Limited (the “Company”) at a price of ₹ 600/- (Rupees Six Hundred only) per Equity Share (“Buyback Price”), payable in cash
1. I / We (having read and understood the Letter of Offer dated March 11, 2022 hereby tender / offer my / our Equity Shares in response to the Buyback on the terms
and conditions set out below and in the Letter of Offer.
2. I / We authorise the Company to Buyback the Equity Shares offered (as mentioned below) and to issue instruction(s) to the Registrar to the Buyback to extinguish
the Equity Shares.
3. I / We hereby affirm that the Equity Shares comprised in this tender / offer are offered for Buyback by me / us free from all liens, equitable interest, charges and
encumbrance.
4. I / We declare that there are no restraints / injunctions or other order(s) of any nature which limits / restricts in any manner my / our right to tender Equity Shares for
Buyback Offer and that I / we am / are legally entitled to tender the Equity Shares for Buyback.
5. I / We agree that the consideration for the accepted Shares will be paid to the Seller Member as per secondary market mechanism.
6. I/ We acknowledge that the responsibility to discharge the tax due on any gains arising on buy-back is on me / us. I / We agree to compute gains on this transaction
and immediately pay applicable taxes in India and file tax return in consultation with our custodians/ authorized dealers/ tax advisors appropriately.
7. I/ We undertake to indemnify the Company if any tax demand is raised on the Company on account of gains arising to me / us on buyback of shares. I / We also
undertake to provide the Company, the relevant details in respect of the taxability / non-taxability of the proceeds arising on buyback of shares by the Company, copy
of tax return filed in India, evidence of the tax paid etc.
8. I / We undertake to return to the Company any Buyback consideration that may be wrongfully received by me / us.
9. I / We agree that the Company is not obliged to accept any Equity Shares offered for Buyback where loss of share certificates has been notified to the Company.
10. I / We agree that the Company will pay the Buyback Price only after due verification of the validity of the documents and that the consideration may be paid to the
first named Eligible Seller.
11. I / We authorize the Company to split the Share Certificate and issue new consolidated Share Certificate for the unaccepted Equity shares in case the Equity Shares
accepted by the Company are less than the Equity Shares tendered in the Buyback
12. I / We undertake to execute any further documents and give any further assurances that may be required or expedient to give effect to my / our tender / offer and
agree to abide by any decision that may be taken by the Company to effect the Buyback in accordance with the Companies Act and the Buyback Regulations.
13. Details of Equity Shares held and tendered / offered for Buyback
In Figures In Words
Number of Equity Shares held as on Record Date February 21, 2022
Number of Equity Shares Entitled for Buyback (Buyback Entitlement)
Number of Equity Shares offered for Buyback (including Additional shares)
Note: Eligible Sellers also have the option of tendering Additional Equity Shares (over and above their Buyback Entitlement) and participate in the shortfall created due to
non-participation of some other Eligible Sellers, if any. The acceptance of any Equity Shares tendered in excess of the Buyback Entitlement by the Eligible Shareholder
shall be in terms of Clause 19 and 20 of the Letter of Offer . Equity Shares tendered by any Eligible Seller over and above the number of Equity Shares held by such Eligible
Seller as on the Record Date shall not be considered for the purpose of Acceptance.

Acknowledgement Slip: GULF OIL LUBRICANTS INDIA LIMITED BUY BACK OFFER 2022
(to be filled by the Equity Shareholder) (subject to verification)
Ledger Folio No./DP ID
Received from Mr./Ms./Mrs
Form of Acceptance-cum-Acknowledgement, Original TRS along with:
No. of Equity Shares offered for Buyback (In Figures) (in words
Please quote Client ID No. & DP No. for all future correspondence Stamp of Broker
- 42 -
14. Details of Share Certificate:
Sr. Distinctive No(s)

Folio No. Share Certificate No. No. of Shares
No. From To
1
2
3
4
Total
15. Equity Shareholders Bank Details:

Name of the Bank Branch and City Account Number (indicate type of account)
16. Details of other Documents (Please  as appropriate, if applicable) enclosed:
Power of Attorney Corporate Authorization

Succession Certificate Permanent Account Number (PAN Card)
Permanent Account Number (PAN Card) TRS
Others (please specify) Others (please specify)
17. Equity Shareholders Details:
First/Sole Holder Joint Holder 1 Joint Holder 2 Joint Holder 3

Full Name(s) Of the Holder
Signature(s)*
PAN No.
Address of the Sole/First Equity
Shareholder
Telephone No. / Email ID
18. Applicable for all Non-resident shareholders - I/ We undertake to pay income taxes in India on any income arising on such buyback and taxable in accordance with the prevailing
income tax laws in India within 7th day of the succeeding month in which the shares are bought back by the Company. I/ We also undertake to indemnify the Company against
any income tax liability on any income earned on such Buyback of shares by me/ us.
This Tender Form has to be read along with the Letter of Offer and is subject to the terms and conditions mentioned in the Letter of Offer and this Tender Form:
1. The Buyback will open on Friday, March 25, 2022 and close on Thursday, April 07, 2022.
2. This Tender Form has to be read along with the Letter of Offer and is subject to the terms and conditions mentioned in the Letter of Offer and this Tender Form.
3. Eligible Sellers who wish to tender their Equity Shares in response to this Buyback should deliver the following documents so as to reach before the close of business hours to
the Registrar (as mentioned in the Letter of Offer) on or before Thursday, April 07, 2022 by 5 PM (i) The relevant Tender Form duly signed (by all Eligible Sellers in case shares
are in joint names) in the same order in which they hold the Equity Shares; (ii) Original Equity Share certificates; (iii) Self attested copy of the Permanent Account Number (PAN)
Card; (iv) Transfer deed (Form SH 4) duly signed (by all Eligible Sellers in case Equity Shares are held jointly) in the same order in which they hold the Equity Shares.
4. Eligible Sellers should also provide all relevant documents in addition to the above documents, which include but are not limited to: (i) Duly attested power of attorney registered
with the Registrar & transfer Agent of the Company, if any person other than the Eligible Seller has signed the relevant Tender Form; (ii) Duly attested death certificate /
succession certificate in case any Eligible Seller is deceased; and (iii) Necessary corporate authorizations, such as Board Resolutions etc., in case of companies.
5. Eligible Sellers to whom the Buyback offer is being made are free to tender Equity Shares to the extent of their entitlement in whole or in part or in excess of their entitlement.
6. All documents sent by the seller member/ custodian will be at their own risk and the seller member/ custodian is advised to adequately safeguard their interests in this regard.
For the procedure to be followed by Equity Shareholders for tendering in the Buyback Offer, please refer to clause 20 of the Letter of Offer.
7. All documents as mentioned above, shall be enclosed with the valid Tender Form, otherwise the Equity Shares tendered will be liable for rejection. The Equity Shares shall be
liable for rejection on the following grounds amongst others: (i) If there is any other Company’s equity share certificate enclosed with the Tender Form instead of the Equity
Share certificate of the Company; (ii) If the transmission of Equity Shares is not completed, and the Equity Shares are not in the name of the Eligible Sellers; (iii) If the Eligible
Sellers tender Equity Shares but the Registrar does not receive the Equity Share certificate; (iv) In case the signature on the Tender Form and Form SH 4 doesn't match as per
the specimen signature recorded with Company/Registrar.
8. By agreeing to participate in the Buyback the Non-Resident Shareholders give the Company the authority to make, sign, execute, deliver, acknowledge and perform all
applications to file regulatory reporting’s, if required, including FC-TRS form, if necessary and undertake to provide assistance to the Company for such regulatory reporting, if
required by the Company.
9. Non-Resident Shareholders must obtain all requisite approvals required to tender the Equity Shares held by them in this Buyback.

ALL FUTURE CORRESPONDENCE IN CONNECTION WITH THIS BUYBACK, IF ANY, SHOULD BE ADDRESSED TO REGISTRAR TO
THE BUYBACK AT THE FOLLOWING ADDRESS QUOTING YOUR CLIENT ID AND DP ID:
Investor Service Centre, GULF OIL LUBRICANTS INDIA LIMITED BUY BACK OFFER 2022
KFin Technologies Private Limited, Selenium Tower B, Plot 31-32, Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad - 500 032.
Toll free number 18003094001 | Email: gulfoil.buyback@kfintech.com | Website: www.kfintech.com

Contact Person: Mr. M Murali Krishna
- 43 -
Form No. SH-4
Securities Transfer Form
[Pursuant to section 56 of the Companies Act, 2013 and sub-rule (1) of Rule 11 of the
Companies (Share Capital and Debentures) Rules 2014]
Date of execution………………………………..
FOR THE CONSIDERATION stated below the “Transferor(s)” named do hereby transfer to the “Transferee(s)”
named the securities specified below subject to the conditions on which the said securities are now held by the
Transferor(s) and the Transferee(s) do hereby agree to accept and hold the said securities subject to the
conditions aforesaid.
CIN: L23203MH2008PLC267060
Name of the company (in full): Gulf Oil Lubricants India Limited
Name of the Stock Exchange where the company is listed, if any: BSE Limited and
National Stock Exchange of India Limited
DESCRIPTION OF SECURITIES:
Kind/Class of securities Nominal value of each Amount called up Amount paid up per
unit of security per unit of security unit of security
(3)
(1) (2) (4)
Equity Shares ₹2/- ₹2/- ₹2/-
No. of Securities being Transferred Consideration Received (per Equity Share) (Rs)
In Figures In Words In words In figures
From
Distinctive Number
To
Corresponding Certificate Nos:
Transferor’s Particulars
Registered Folio Number:
No. Name(s) in full Signature(s)
1.
2.
3.
I, hereby confirm that each of the Transferor has signed before me.
Signature of Witness
Name and address

Form No. SH-4
Securities Transfer Form
[Pursuant to section 56 of the Companies Act, 2013 and sub-rule (1) of Rule 11 of the
Companies (Share Capital and Debentures) Rules 2014]
Transferee’s Particulars
Name in full Father’s/ Address & E-mail ID Occupation Existing Signature

mother’s/ folio no.,
Spouse if any
name
(1) (2) (3) (4) (5) (6)
Gulf Oil Lubricants N.A. Address: Business
India Limited IN Centre, 49/50, 12th
Road, M.I.D.C Andheri (East)
Mumbai 400093
Maharashtra
E-mail:
secretarial@gulfoil.co.in
Folio No. of Transferee:
Specimen Signature of Transferee:
Value of stamp affixed: (` )
Enclosures:
(1) Certificate of shares or debentures or other securities
(2) If no certificate is issued, letter of allotment.
(3) Others, specify
Stamps:
For office use only
Checked by Signature tallied by
Entered in the Register of Transfer on vide Transfer No. __
Approval Date
Power of attorney/Probate/Death Certificate/Letter of administration Registered on
at
No.

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LETTER OF OFFER

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

KFin Technologies Private Limited

1. SCHEDULE OF ACTIVITIES ........................................................................................................................................................... 3

2. DEFINITION OF KEY TERMS

Disclaimer for Persons other than those resident in India

Important Notice to all Shareholders

Forward Looking Statements:

Currency and Unit of Presentation:

4. TEXT OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS

RESOLVED FURTHER THAT the Board hereby confirms that:

1. All the equity shares for Buyback are fully paid-up;

COMPLIANCE OFFICER FOR THE PURPOSE OF BUYBACK

6. DETAILS OF THE BUY BACK

1. Mr. Sanjay G. Hinduja Chairman- Non Executive Director Nil Nil

7. AUTHORITY FOR THE BUY BACK

8. NECESSITY OF THE BUY BACK

10. BASIS OF CALCULATING THE BUYBACK PRICE

11. SOURCES OF FUNDS FOR THE BUY BACK

13. CAPITAL STRUCTURE AND SHAREHOLDING PATTERN

IV. There are no partly paid up equity shares.

VI. There are no amounts under calls in arrears.

Pre Buyback Post Buy Back(1)

14. BRIEF INFORMATION OF THE COMPANY

I. History of the Company

e) The promoter of the Company is Gulf Oil International (Mauritius) Inc.

September 15, 11,258 2.00 ESOP Allotment

4 Mr. Non- B. Com, Chartered Business November 6, - 1.Nxt Digital Limited

1. Mr. Sanjay G. Hinduja Chairman- Non Executive Director Nil Nil

15. FINANCIAL INFORMATION ABOUT THE COMPANY

II. Key financial ratios:

16. STOCK MARKET DATA

17. DETAILS OF THE STATUTORY APPROVALS

I. Registrar to the Buyback

KFin Technologies Private Limited,

II. Collection Centres:

19. PROCESS AND METHODOLOGY FOR THE BUYBACK

VI. Fractional Entitlements:

VIII. Basis of Acceptance of Shares validly tendered in the General Category:

IX. Basis of Acceptance of Equity Shares between Categories

X. For avoidance of doubt, it is clarified that:

XI. Clubbing of Entitlement

20. PROCEDURE FOR TENDER/ OFFER AND SETTLEMENT

Motilal Oswal Financial Services Limited;

XXVII. In case of non-receipt of the Letter of Offer

A. By Eligible Shareholder holding Demat Shares:

B. By Eligible Shareholder holding Physical Shares:

XXVIII. Acceptance of orders

XXIX. Method of Settlement

XXX. Rejection Criteria

21. NOTE ON TAXATION

22. DECLARATION BY THE BOARD OF DIRECTORS

Sd/- Sd/- Sd/-

Board of Directors Responsibility

3. The Board of Directors of the Company is responsible for the following:

For Price Waterhouse LLP

Annexure I: Statement of permissible capital payment for Buyback of Equity Shares:

For and on behalf of GULF OIL LUBRICANTS INDIA LIMITED