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.

GP Petroleums has recommended a final dividend of ₹0.50 per equity share for the financial year ended March 31, 2026. The company’s Board of Directors approved the payout during its meeting on July 24, 2026. This recommendation represents a 10% dividend on the face value of ₹5 per share and is subject to approval by shareholders at the Annual General Meeting (AGM).

The AGM is scheduled for Wednesday, August 26, 2026, at 11:30 am. Shareholders holding equity shares on the record date of Wednesday, August 19, 2026, will be eligible to receive the dividend if declared. The company stated that any declared dividend will be paid within 30 days from the conclusion of the AGM.

Tax Deduction at Source Guidelines

Under the Income-tax Act, 2025, dividends are taxable in the hands of shareholders. GP Petroleums will deduct tax at source (TDS) at the time of payment unless specific exemptions apply. The applicable TDS rates depend on the shareholder’s residential status and submitted documentation.

Resident Shareholders

For resident individuals, TDS is not applicable if the aggregate dividend received during the financial year does not exceed ₹10,000. Additionally, no TDS will be deducted if shareholders submit Form 121, provided they meet eligibility conditions under the Act. For other resident shareholders, TDS is levied at 10% if a valid Permanent Account Number (PAN) is provided. If PAN is unavailable or inoperative, tax is deducted at 20%.

Specific entities may claim exemption or lower rates by submitting self-declarations and supporting documents:

• Insurance companies must provide evidence qualifying them under Section 2(7A) of the Insurance Act, 1938.
• Mutual Funds must submit registration documents proving eligibility under Section 11 of the Act.
• Alternative Investment Funds (AIFs) established in India as Category I or II must provide SEBI registration copies.
• National Pension System Trusts and other exempt shareholders must submit declarations with supporting documentary evidence.

Non-Resident Shareholders

Non-resident shareholders, including Foreign Institutional Investors (FIIs) and Foreign Portfolio Investors (FPIs), are subject to TDS at 20% plus applicable surcharge and cess under Section 393(2) of the Act. However, they may avail benefits under the Double Taxation Avoidance Agreement (DTAA) between India and their country of tax residence if more beneficial.

To claim DTAA benefits, non-resident shareholders must submit:

• A self-attested copy of their Tax Residency Certificate (TRC).
• Form 41 downloaded from the Income-tax portal (if PAN is available).
• A self-declaration confirming beneficial ownership and absence of a permanent establishment in India.
• Registration certificates from SEBI for FIIs and FPIs.

In the absence of valid documentation, the company will deduct tax at the standard statutory rate. Shareholders who provide a lower or nil withholding tax certificate under Section 395(1) will have TDS deducted as per that certificate.

Documentation Deadline

Shareholders must submit all requisite documents, including Form 121, self-declarations, and KYC updates, no later than August 19, 2026. Submissions can be made via the Registrar and Transfer Agent’s website or by email to investor@gpglobal.com . The company reserves the right to reject incomplete or incorrect documents, which may result in higher TDS deductions. Shareholders can claim refunds for excess tax deducted by filing their income tax returns.