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.

GP Petroleums Ltd scheduled a Board of Directors meeting for Wednesday, September 30, 2026. The primary agenda is to consider and approve proposals for raising funds through the issuance of various debt instruments.

The company intends to issue Non-Convertible Debentures (NCDs), Optionally Convertible Debentures (OCDs), or other permissible debt securities. These instruments may be offered on a private placement basis or through other allowed modes, potentially in one or more tranches. The execution of these plans remains subject to applicable statutory and regulatory approvals.

Regulatory compliance and trading restrictions

This intimation was filed under Regulation 29 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The information has also been made available on the company's website for public access.

Concurrent with this announcement, the trading window for dealing in the securities of the company remains closed. This restriction, initially communicated via an earlier notice dated August 07, 2026, will continue until further notice. This measure aligns with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, and the company's internal Code of Conduct.