GP Petroleums Ltd

Key actions

• Board sought additional information on NCDs and OCDs; decision pending.
• Approved exclusivity with Incubit DMCC for Project Petroleum; subject to due diligence and final terms.
• Exclusivity fee USD 100,000; four-month exclusivity period.
• Incubit DMCC is a related party; related-party transaction at arm's length; approvals obtained.
• Exclusivity does not guarantee completion of the proposed transaction.
• Trading window remains closed under the Code of Insider Trading.

Dividend and TDS update

• Final Dividend recommended: ₹0.50 per share (10%) for FY2025-26, subject to AGM approval.
• Record date fixed: Wednesday, August 19, 2026 to determine entitlement.
• AGM date: August 26, 2026 at 11:30 AM.
• Dividend payment: if declared at AGM, paid within 30 days from AGM.
• TDS framework: company will deduct tax at source on dividend; rates depend on residency and documents.
• Resident shareholders: 10% TDS with PAN; nil if Form 121 submitted; ₹10,000 annual threshold.
• Non-resident: 20% TDS plus surcharge/cess; DTAA benefits require TRC, Form 41, Annexures.
• Deadline to submit documents: by August 19, 2026; late submissions may cause higher withholding.
• TDS certificate emailed; AIS visible in e-filing; update contact details by Aug 19, 2026.
• For joint holders: first name on register must provide documents.

Appointment

• Appointment of Priyanka Sinha as Additional Director (Non-Executive, Independent) for two years from Aug 12, 2026.
• Subject to member approval at General Meeting/Postal Ballot.
• Profile: Strategic consultant and General Counsel with global governance and risk management.
• Not related to any directors.

Cessation

• Cessation of Mr. Ashok Kumar Gupta, Independent Director, effective Aug 12, 2026, after completing first term.

Meeting rescheduled and agenda

• New meeting date set for August 19, 2026; originally scheduled for August 14, 2026.
• Agenda includes proposal to raise funds via debt securities (NCDs/OCDs) in one or more tranches.
• Subject to applicable approvals and private placement or other permissible modes.
• Trading window remains closed for designated persons until 48 hours after conclusion of meeting.
• Intended to raise funds via issuance of debt instruments on private placement or other modes.

Meeting Details

• Date: August 14, 2026; time/venue not disclosed.

Key Agenda Items

• Proposal to raise funds via debt securities (NCDs/OCDs) in one or more tranches.
• Private placement or other permissible mode, subject to applicable statutory and regulatory approvals.

Other Notes

• Trading window closed immediately till 48 hours after conclusion of the board meeting.

Rating Action

• Ind-Ra affirms GP Petroleums' issuer rating IND BBB- with Stable outlook.

Instruments Rated

• Bank loan facilities INR 1,000 million rated IND BBB-/Stable / IND A3.

Issuer & Outlook

• Issuer rating IND BBB-; Short-term IND A3; Outlook Stable.

Management changes

• Appointed Additional Director, Non-Executive, Non-Independent; effective 24 July 2026; not related to other directors; AGM approval pending.
• Appointed Additional Director, Independent; effective 24 July 2026; two-year term; not related to directors; AGM approval pending.
• Appointed Senior Management Personnel, VP Rubber Process Oil; effective 24 July 2026; 43-year industry veteran.
• Re-constitution of the Board committees; details in Annexure C.

Financial results

• Unaudited standalone and consolidated financial results for the quarter ended 30 June 2026 approved; Limited Review report attached.

Dividend

• Final dividend of ₹0.50 per share (10%) for FY2026 recommended, subject to members’ approval.

Directors and SMP

• Mr. Harshavardhan Sinha appointed as Additional Director, Non-Executive, Non-Independent, w.e.f. 24 July 2026.
• Ms. Sandra Martyres appointed as Additional Director, Independent, for two-year term from 24 July 2026.
• Ajay Navaratne appointed as Senior Management Personnel, Vice President – Rubber Process Oil, w.e.f. 24 July 2026.

AGM & Record Date

• 43rd AGM approved for 26 August 2026 via VC/OAVM.
• Record date fixed at 19 August 2026 for final dividend entitlement.

Committee reconstitution

• Audit Committee reconstituted: Rajesh Mittal (Chairman), Ayush Goel, Sandra Martyres.
• Nomination & Remuneration Committee: Rajesh Mittal (Chairman), Sukumaran Jeyakrishnan, Dilip Vaswani.
• CSR Committee: Ayush Goel (Chairman), Sandra Martyres, Arjun Verma.
• Risk Management Committee: Sukumaran Jeyakrishnan (Chairman), Arjun Verma, Dilip Vaswani.

Regulatory disclosures

• Annexure-B/C disclosures provided for board and committee changes.

JV and accounting notes

• Standalone results show no subsidiary; JV Amron Oil Resources Ltd; company share of JV loss ₹60.17 lakh.
• Consolidated notes reflect JV impairment and loan write-down; long-term loan carrying amount reduced; provision recognized.

Auditor remarks

• Independent auditor's review concluded no material misstatement; does not express audit opinion.