GP Petroleums Limited concluded its 43rd Annual General Meeting (AGM) on August 26, 2026, with shareholders approving all eight agenda items. The scrutinizer’s report confirmed that promoters voted in favor of every resolution, while public institutional investors showed dissent only on one director appointment.

The meeting was conducted via video conferencing, with 59 shareholders attending virtually. No shareholders were present in person or through proxy. Corporate shareholders representing 50.73% of the paid-up equity share capital, holding 2,58,66,170 equity shares, appointed authorized representatives for the meeting.

Voting Results Overview

Mr. Harshad Ashok Pusalkar of Pusalkar & Co., a Practicing Company Secretary, served as the scrutinizer for the e-voting process. The total number of shareholders as of the cut-off date (August 19, 2026) was 36,043. A total of 2,62,00,270 votes were polled across all resolutions.

Key Resolutions Passed

Shareholders voted on eight agenda items through remote e-voting and e-voting during the AGM. The ordinary business items included the adoption of standalone and consolidated financial statements for the year ended March 31, 2026, and the declaration of a dividend.

The re-appointment of Mr. Arjun Verma, who retires by rotation, was also approved as an ordinary resolution. The cost auditors for the financial year 2026-27 were confirmed as M/s. Dilip M. Bathija.

Board Appointments

The special business items focused on board composition:

• Mr. Dilip U Vaswani was appointed as a Non-Executive Non-Independent Director. This resolution saw dissent from public institutional investors, who voted entirely against the appointment (1,85,458 shares). However, promoter support ensured passage with 99.29% approval.
• Mr. Harshavardhan Sinha was appointed as a Non-Executive Non-Independent Director via a special resolution.
• Mr. Sukumaran Jeyakrishnan and Ms. Sandra Martyres were appointed as Non-Executive Independent Directors for their first term of two consecutive years via special resolutions.

Governance and Audit

The Company Secretary confirmed that there were no qualifications in the statutory audit report or the secretarial audit report. The results were announced within two working days of the meeting's conclusion, as per regulatory requirements.

What the Numbers Show

The voting data reveals a clear divergence between promoter and public institutional interests regarding the appointment of Mr. Dilip U Vaswani. While promoters held 100% of their votes in favor, public institutional investors voted 100% against. This suggests specific institutional concerns about this particular board addition, despite the resolution passing due to promoter control. For all other resolutions, including other director appointments, public institutional support was unanimous or near-unanimous.

GP Petroleums Limited entered into an exclusivity agreement with Incubit DMCC on August 26, 2026, for the potential strategic acquisition of assets across India, UAE, Mauritius, and East Africa. The deal, termed "Project Petroleum," grants GP Petroleums exclusive rights to evaluate and negotiate the transaction for four months. The trading window remains closed until further communication.

Debt issuance proposal

The board deliberated on the issuance of Non-Convertible Debentures (NCDs) and Optionally Convertible Debentures (OCDs) during its meeting on August 19, 2026. However, it did not approve the issuance immediately, instead seeking additional information regarding the proposal. The matter will be placed before the board again once the necessary details are provided.

Acquisition exclusivity agreement

The company executed an exclusivity agreement with Incubit DMCC and its affiliates concerning "Project Petroleum." This agreement grants GP Petroleums exclusive rights to evaluate, negotiate, and conduct due diligence during the exclusivity period. The proposed transaction remains subject to satisfactory completion of due diligence, valuation, finalization of definitive terms, and receipt of requisite corporate, regulatory, and other approvals.

Key terms of the agreement include:

• Exclusivity Fee: USD 100,000, payable within 10 business days of execution. This fee will be adjusted against the final consideration if the transaction is completed.
• Duration: The exclusivity period lasts for 4 months from the effective date.
• Restrictions: Incubit DMCC and its affiliates are restricted from pursuing or negotiating alternative transactions during this period.
• No Obligation: The agreement does not create a binding obligation to consummate the transaction, which remains subject to due diligence, valuation, finalization of terms, and requisite approvals.

Incubit DMCC is considered a related party due to common directorship with Mr. Harshavardhan Sinha, who holds shares in Incubit DMCC and Incubit Energy Singapore Pte. Ltd., which holds a 13.89% stake in GP Petroleums. The company stated that necessary approvals have been obtained, and further compliances will be undertaken as per applicable laws.