GP Petroleums has approved the acquisition of equity shares in Incubit Pipavav Terminal Private Limited (IPTPL) for an aggregate consideration of ₹44.27 crore. The strategic investment aims to strengthen the company's operational footprint at Pipavav Port by leveraging IPTPL's bulk liquid storage and terminal facilities.

The Board of Directors, at its meeting held on October 13, 2026, authorized the execution of a Share Purchase Agreement with existing shareholders. The acquisition will be funded from internal reserves and may occur in multiple tranches over a period of one year, subject to valuation adjustments. The transaction is classified as a related party transaction under SEBI LODR Regulations because one of the selling shareholders, Mrs. Anita Goyal, is part of the promoter group. However, the company stated the deal is conducted on an arm's length basis.

Strategic Rationale and Target Profile

IPTPL, formerly known as Gulf Petrochem (India) Private Limited, operates a bulk liquid storage terminal at Pipavav Port, Gujarat. The company engages in storing and handling bulk petroleum and other liquid products. GP Petroleums cited potential synergies through access to tank storage space, rental facilities, and related infrastructure as key drivers for the acquisition.

Financial Performance of Target Company

IPTPL has shown fluctuating revenue trends over the last three fiscal years. The target company reported a turnover of ₹38.48 crore in FY26, marking a significant recovery from ₹25.32 crore in FY25. This represents a year-on-year growth of approximately 52%. In FY24, the turnover stood at ₹37.20 crore.

Management Changes Announced

Concurrent with the acquisition approval, the Board accepted the resignation of Arjun Verma as Chief Financial Officer (CFO) effective October 15, 2026. Verma will continue to serve as Whole Time Director and Executive Director. Shirish Suvagia has been appointed as the new CFO and Key Managerial Personnel, effective October 15, 2026, following recommendations from the Audit and Nomination & Remuneration Committees.

Suvagia is a Chartered Accountant with over 22 years of experience in finance, treasury management, and strategic financial planning. His profile includes expertise in Ind AS implementation, IPO activities, and fundraising through debt and private equity.

What the Numbers Show

The acquisition price of ₹10.80 per share against IPTPL's recent revenue performance suggests a valuation focused on asset utility rather than immediate earnings multiples. With IPTPL's FY26 revenue of ₹38.48 crore nearly matching its FY24 level of ₹37.20 crore, the dip in FY25 appears to have been a temporary anomaly. The decision to acquire via multiple tranches over a year allows GP Petroleums to manage cash outflows while securing strategic infrastructure assets during a period of revenue stabilization for the target.

GP Petroleums has announced Board approval for a proposed fundraise of up to ₹130 crore through the issue of Non-Convertible Debentures (NCDs) and Optionally Convertible Debentures (OCDs). The instruments will be issued on a private placement basis to RevX Special Credit Opportunities Fund II.

The fundraising is structured in two components: up to 300 NCDs aggregating up to ₹30 crore with a tenor of 36 months, and up to 1,000 OCDs aggregating up to ₹100 crore with a tenor of 18 months. Both instruments carry a face value of ₹10 lakh each. The company plans to utilize the proceeds to fund ongoing business expansion and fulfill working capital requirements.

Fundraising structure and terms

The OCD tranche, previously detailed in a separate shareholder notice, carries a conversion price of ₹62.09 per equity share. The NCDs are fixed-income debt securities, while the OCDs offer the investor an option to convert into equity. Both instruments bear a coupon rate of 13% p.a., compounded monthly and paid quarterly. Additionally, the company will pay an additional coupon of 1.5% on the deemed date of allotment.

The OCD issue is subject to necessary statutory approvals, including shareholders' consent through the upcoming postal ballot. Equity shares arising from the conversion of OCDs are proposed to be listed on BSE and NSE. Mr. Dilip Vaswani, Non-Executive Director, stated that the financing provides financial agility to accelerate growth plans, both organic and inorganic, reflecting confidence in the company's strategic vision.

Shareholder approval process

Separately, GP Petroleums has dispatched a postal ballot notice seeking shareholder approval specifically for the ₹100 crore OCD tranche. The remote e-voting period for these resolutions commenced on October 2, 2026, and will conclude on October 31, 2026. The proposal also includes the appointment of two new independent directors:

• Ms. Priyanka Sinha: Appointed as Additional Director on August 12, 2026. She is a strategic consultant and General Counsel with expertise in legal strategy and corporate governance. Her tenure is proposed until August 11, 2028.
• Mr. Rahul Arun Shetty: Appointed as Additional Director on September 21, 2026. He is a UK-based investment professional and Founder & Director of Optimus Investments, with over 20 years of experience in investment banking and real estate. His tenure is proposed until September 20, 2028.

What the Numbers Show

The combined capital raise from RevX Special Credit Opportunities Fund II totals ₹130 crore under this specific board approval, comprising the ₹30 crore NCDs and ₹100 crore OCDs. The high coupon rate of 13% p.a., coupled with the additional 1.5% payment on allotment, indicates a significant cost of capital. This reliance on structured debt financing rather than traditional bank loans suggests the company is prioritizing flexible capital access for its expansion plans despite the higher interest burden.