Scheme of Arrangement

The Hon'ble High Court of Andhra Pradesh, vide its order dated April 16, 2014 has approved the Scheme of Arrangement between Gulf Oil Corporation Limited ("Transferor Company/Demerged Company/GOCL") and Gulf Oil Lubricants India Limited ("GOLIL"/"Company"/"Transferee Company"/ "Resulting Company") and their respective shareholders and creditors. The Scheme provided for demerger and transfer of the Lubricants Undertaking of Gulf Oil Corporation Limited to Gulf Oil Lubricants India Limited, w.e.f. April 1, 2014 (the appointed date under the Scheme) pursuant to Section 391 to 394 read with Sections 78, 100 to 104 of the Companies Act, 1956. Upon filing the Order of the High Court with the Registrar of Companies at Hyderabad, the Scheme became effective on May 31, 2014.

Pursuant of Scheme of Arrangement, shareholders of GOCL have been allotted 1 (one) fully paid equity share of face value Rs.2/- each in Gulf Oil Lubricants India Limited for every 2 (two) equity shares held in GOCL and simultaneous effect was given to capital reduction / reorganization in GOCL by allotting 1 (one) new GOCL fully paid equity share of face value Rs.2/- each for every such two old GOCL shares. These GOCL and GOLIL shares have been issued and allotted on June 12, 2014 to the eligible shareholders of GOCL whose names appear on the Register of Members as on the Record Date i.e. June 5, 2014. New share certificates of GOLIL have been dispatched to all the Shareholders on June 18, 2014 and dematerialsed shares have been credited to the demat accounts of the shareholders by Central Depository Services India Limited on June 20, 2014 and National Securities Depository Limited on June 21, 2014. The Company further admitted for listing and trading on BSE Limited (BSE) and National Stock Exchange India Limited (NSE) with effect from July 31, 2014.