GP Petroleums Ltd

Resignation and Committee Reconstitution

• Sukumaran Jeyakrishnan resigned as Non-Executive Independent Director effective 13 Oct 2026.
• He ceased as Member/Chairperson of the Nomination and Remuneration Committee and Risk Management Committee from 13 Oct 2026.
• Committees reconstituted by Circular Resolution to ensure compliance with Companies Act 2013 and LODR.
• Nomination and Remuneration Committee after reconstitution: Rajesh Mittal (Chair), Dilip Vaswani (Member), Rahul Arun Shetty (Member).
• Risk Management Committee after reconstitution: Priyanka Sinha (Chair), Arjun Verma (Member), Dilip Vaswani (Member).
• No replacement director appointed as of filing; committee composition updated on website.
• Resignation reason: personal reasons affecting time commitment.

Investment details

• Board approves approximately ₹44.27 crore minority investment in IPTPL.
• Investment combines minority equity stake with management control, subject to closing conditions.
• Funding via GPPL internal reserves; final consideration subject to IPTPL valuation changes.
• Completion contingent on conditions precedent and regulatory approvals.
• IPTPL terminal at Pipavav Port to enhance supply-chain resilience.
• Aims to connect port with hinterland markets and expand storage revenue.

Arjun Verma resigns as CFO

• Resignation of Mr. Arjun Verma as Chief Financial Officer effective 15 October 2026; remains WTD/ED and KMP.

Shirish Suvagia appointed CFO

• Appointment of Mr. Shirish Suvagia as CFO and KMP from 15 October 2026; recommended by Audit and NRC.
• Mr. Shirish Suvagia is not related to any Director.

Profile: Shirish Suvagia

• Profile: Chartered Accountant with 22 years' experience in finance, treasury, M&A, IPOs, IFRS/Ind AS.

IPTPL acquisition and related agreements

• Acquisition of IPTPL sale shares for INR 44.2697 crore.
• Acquisition may occur in multiple tranches over one year from internal reserves.
• Cap on strategic investment up to INR 50 crore; subject to valuation changes.
• Authority to execute SPA with Selling Shareholders and IPTPL; SHA with IPTPL.
• Related party involvement via Mrs. Anita Goyal; arm's length with independent valuation.
• Completion in multiple tranches; price per sale share INR 10.80.
• IPTPL operates Pipavav bulk liquid storage; turnover context in Annexure-A.

Leadership changes

• Arjun Verma resigns as CFO effective 15 Oct 2026; remains WTD and KMP.
• Shirish Suvagia appointed CFO and KMP effective 15 Oct 2026.

KMP governance and disclosures

• Updated list of KMPs authorized to determine materiality and disclosures.
• Ayush Goel (CMD); Arjun Verma (Executive Director); Shirish Suvagia (CFO, from 15 Oct 2026).
• Kanika Sehgal Sadana continues as Company Secretary & Compliance Officer.
• Annexures A,B,C summarize acquisition, resignation, and appointment details.

Annexure context and financial backdrop

• Annexure-A provides IPTPL turnover: FY25-26 ₹38.48 Cr; FY24-25 ₹25.32 Cr.
• Annexure-B contains Arjun Verma's CFO resignation letter.
• Annexure-C contains Shirish Suvagia's appointment details.

Financing actions approved

• Issue of NCDs up to ₹30 crore, face value ₹10 lakh, secured and unrated.
• NCDs to RevX Special Credit Opportunities Fund II on private placement.
• Issue of OCDs up to ₹100 crore; preferential private placement to same investor.
• OCDs secured; conversion into equity at predetermined price.
• Shareholders' consent required for OCD issuance.
• Terms under SEBI ICDR Regulations and applicable laws to be complied.
• Postal Ballot Notice to seek Member consent.

Regulatory approvals and governance

• NCDs and OCDs unlisted; equity on conversion may be listed on BSE/NSE.
• Shareholders to approve OCD issuance; subject to regulatory approvals.
• Post allotment details and investor: RevX Special Credit Opportunities Fund II (Non-Promoter).
• Postal ballot timing and process to be communicated.

GP Petroleums Limited — Trading Window closed from August 07, 2026 until 48 hours after the declaration of Unaudited Financial Results for the quarter and half year ending September 30, 2026

Meeting Details

• Board meeting scheduled for September 30, 2026; time and venue not disclosed.

Key Agenda Items

• Consider and approve raising funds via debt securities (NCDs/OCDs) in one or more tranches.
• Private placement or other permissible mode; subject to statutory/regulatory approvals.
• Trading window for dealing in the company's securities remains closed until further notice.