GP Petroleums Ltd Management Discussions

Pursuant to Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Management Discussion and Analysis Report covering business performance and outlook (within limits set by Companys competitive position) is given below:

INDUSTRY STRUCTURE & DEVELOPMENTS

India lubricants market size is likely to be valued at US$ 4,801.5 Mn in 2025 and is estimated to reach US$ 6,578.0 Mn in 2032, growing at a CAGR of 4.6% during the forecast period 2025-2032. India lubricants market is undergoing a dynamic transformation, pushed by evolving industrial demands, rapid automotive expansion, and a push toward sustainability. With the country poised to become the worlds third-largest energy consumer by 2030, the role of lubricants is becoming more important than ever. Yet, this evolving landscape is not just about volume, it is about innovation, regulation, and adaptability. As synthetic blends, bio-based alternatives, and application-specific formulations gain traction, the market is navigating a key inflection point, states

a Persistence Market Research report.

Through a focused approach to operational excellence and customer-centricity, GP Petroleums Limited (GPPL) has remained steadfast in delivering investor value. Even amid fluctuating market conditions, the Company has leveraged strategic sourcing, upheld stringent quality and service benchmarks, offered tailored solutions, and enhanced internal efficiencies to drive sustainable growth.

COMPANYS COMPETITIVE POSITION

GP Petroleums iconic homegrown brand IPOL, launched in 1973, proudly completed 50 years in the Indian lubricants market in 2023. As one of the rare ‘Made in India brands, IPOL has demonstrated remarkable resilience and growth over the decades, standing strong amidst intense competition from global multinationals and large public sector undertakings. GP Petroleums (GPPL) has established itself as a trusted name in the formulation, blending, and marketing of a diverse range of products including industrial and automotive lubricants, rubber process oils, greases, and other specialty fluids. Backed by a nationwide network of over 500 distributors and 19 warehouses, the Company has a strong presence across 22 states and 4 union territories, with exports to over 14 countries. The Companys competitive edge lies in its robust in-house blending and storage capabilities, ensuring consistent product availability. Its advanced manufacturing facility near Mumbai spans more than 9,000 square meters, with an annual production capacity of 80,000 KL and base oil storage of 15,000 KL among the highest in the sector. This is supported by a state-of-the-art laboratory in Vasai that ensures stringent quality control and supports continuous product innovation. GPPLs product portfolio adheres to globally recognized performance and safety standards set by organizations such as API, ACEA, ILSAC, JASO, SAE, AGMA, ISO, and DIN. Its automotive lubricants are engineered to meet the most demanding industry requirements, and its grease blending unit positions it among the few players capable of serving all categories of grease needs.

Collaborating with leading global additive and chemical manufacturers such as Lubrizol, Chevron, Afton, Lanxess, Italmatch, and Clariant, GP Petroleums continues to develop advanced, high-performance lubricants that reflect evolving industry trends and customer expectations. These alliances ensure that GPPLs products remain future-ready and technology-driven.

SEGMENT-WISE PERFORMANCE

Industrial Lubricants: Our Industrial lubricants business has achieved strong brand positioning in the Industrial segment through proactive product development and expansion in product line. By continually enhancing our portfolio, we effectively address the evolving needs of customers across various industries. As a forward-thinking Company, we are dedicated to improving our products and services, which has been key to maintaining our industry-leading position.

Metalworking fluid is the core competency of IPOL Industrial Lubricants, where we have earned strong recognition. Moreover, with our comprehensive range of industrial lubricants, IPOL stands out as a complete solution provider, offering extensive and tailored solutions that reinforce our market leadership.

Recently, we introduced specialized water-soluble cutting coolants tailored for the Tube Mill Industry, where IPOL already holds a strong presence. This segment-focused approach has significantly contributed to our volume growth and further strengthened our position as a trusted supplier of water-soluble cutting fluids.

Additionally, our newly launched synthetic coolant, enhanced with special wetting additives, is delivering excellent results across various industrial operations offering longer sump life, improved surface finish, and overall process stability. We have developed high-performance semi-synthetic cutting coolants using advanced formulation technologies that deliver strong value and performance benefits to our customers.

IPOL is a pioneer in Electro-Discharge Machining (EDM) oils, with a strong foothold in the industry. Our EDM oils are recommended by a wide range of leading national and international EDM machine OEMs, a clear endorsement of their proven performance. These oils consistently deliver superior results including faster flushing, improved surface finish, and extended oil life making IPOL the preferred choice for precision spark erosion applications.

We have introduced upgraded formulations of our pressing oils, specifically designed for Aluminium fin forming and fin stamping operations. These products have been well received in the market, earning strong appreciation and approval from key users.

We have developed a high-performance cold forging oil specifically designed for the fastener industry. Formulated using advanced additive technology, this oil offers excellent lubrication under extreme pressure, resulting in longer tool life, extended sump life, improved surface finish, and minimal fume generation. The product has been well received by customers across the segment and is gaining strong traction in the market due to its consistent performance and overall value.

For the tube mill industry, we have developed a wide range of rust preventive oils tailored to specific application needs. This includes high flash point, low flash point, long-term protection, and high-speed dewatering type rust preventives. Each variant is formulated to meet the unique demands of tube processing and storage. These specialized products have received excellent response across major tube mills and are driving strong business growth in this segment.

This year, we successfully entered the industrial infrastructure segment with a comprehensive range of lubricants tailored for infrastructure equipment and operations. Our product portfolio includes the latest generation engine oils meeting CK-4 specifications, high-performance gear oils, greases, hydraulic oils, and other essential fluids required for infrastructure development. With this complete product offering, we have been able to establish strong connections across various infrastructure sectors and are receiving a highly positive response from the market.

We have strategically partnered with distributors across various regions to expand our market reach and optimize product delivery. This year, we successfully expanded our distribution network by appointing several new channel partners in previously untapped regions and market segments where we had no prior presence. This strategic expansion has strengthened our reach and provided solid business support for our existing product lines. Valuing our distributors, we provide comprehensive training on our products and applications, enhancing their capabilities and supporting business development. We also assist with secondary growth and offer strong support for their advancement. Additionally, we appoint specialized distributors for specific segments and product lines, driving growth in key focus areas.

Over the past few years, IPOL has built strong strategic alliances with leading industrial machinery OEMs across the country. By understanding their specific lubrication needs, we have developed customized, high-performance solutions that deliver real value. These partnerships have significantly boosted our brand recognition and business growth. Many major OEMs now endorse and promote IPOL products, recognizing our consistent quality and reliability. As a result, IPOL is increasingly regarded as an OE-approved brand, especially in the machine tool segment, and continues to gain trust and momentum in the industrial lubricant market. Throughout the year, IPOL has placed strong emphasis on enhancing technical expertise through focused training and knowledge-sharing initiatives. Training is a key pillar of our success, especially in the area of Metalworking Fluids. With a legacy of over 50 years, IPOL is known for its structured training programs not only for internal teams but also for channel partners and customers. This investment in knowledge equips our people to deliver high-value technical support and tailored solutions, thereby strengthening customer relationships, enhancing brand credibility, and driving sustained growth across the market.

IPOL has established a strong presence in major industry exhibitions across the country, effectively showcasing our capabilities and product range. Over the past year, we have actively participated in prominent national and regional exhibitions, including BAUMA, IMTEX, Rajkot Machine Tools, and several others some in collaboration with our channel partners. These large-scale participations significantly enhance our brand visibility, strengthen credibility, and help us connect with new customers while reinforcing trust among existing ones. Such platforms play a vital role in driving business growth and positioning IPOL as a leading industry player.

This year, our social media presence under the IPOL Industrial brand has reached new heights. By showcasing product strengths, customer testimonials, OEM approvals, and engaging video content, weve created impactful visibility. These initiatives have been widely appreciated by key industry players and have played a crucial role in building a trusted and influential brand image in the market.

Rubber Process Oils: GP Petroleums is recognized as the leading private player in Rubber Process Oils (RPO) market, with its products used in the manufacture of one in every 15 tyres. As a pioneer in low Polycyclic Aromatic (PCA) Rubber Processing Oils, GPPL has established strong partnerships with many leading tyre manufacturers. The Company collaborates closely with OEMs to develop new products that enhance the aging properties of rubber components. This strategic focus on providing bespoke solutions has enabled GP Petroleums to maintain its market leadership position.

The Indian Tyre Industrys size is around $12.84 Bn and is projected to grow at a CAGR OF 8.21% on account of the increasing number of vehicles being produced, increased income levels. Higher sales of passenger, luxury and EV vehicles due to rapid urbanization is one of the key drivers for tyre demands which will continue to grow. EV push from the Government will also add to the demand of the tyres as wear and tear is high compared to regular vehicles which will create a demand in the replacement market.

In the recent budget Government has laid allocation of Rs.11.21 lakhs crore for the infrastructure sector which entails huge demand for off highway vehicles which will have a cascading effect on tyre demand.

Over all Indian tyre Industry is poised to grow both domestically and also on the export front and GP Petroleums is going to be one of the key beneficiaries because of the competitive position, product approval from key OEMs like JK, CEAT, MRF, GoodYear, TVS, Apollo etc.

Automotive Lubricants: India is the 3rd largest market for Lubricants and with ever increasing disposable income and rapid urbanization demand for new vehicles is on the rise which will further add to the demand for lubricants in the market. As in India average life span of vehicles is close to around 20 years which entails that with each passing year 2.5 crore vehicles are added to the existing pool of vehicles plying on the roads which is a clear indicator for demand of lubricants form the replacement market.

GP Petroleums automotive division is strategically focussing on achieving exponential growth by leveraging the strengths of its twin brands, IPOL and Repsol. The route to market is through channel partners and we at GP Petroleums very well understand what it takes to identify, appoint and nurture channel partners. The division is dedicated to expanding its geographical presence by appointments of channel partners in unrepresented territories. Guided by the business strategy LAKSHYA, the automotive division aims to proliferate through the 3Rs: Reach, Range, and Retain.

Recently, the automotive vertical has introduced several new products to its portfolio, including BS VI compliant motorcycle oils, fully-synthetic engine and gear oils, low viscosity engine oils, and CK-4 oils. IPOLs packaging has been completely revamped, enhancing the brands offerings for trade.

The automotive division is leveraging Repsols strong positioning in the motorcycle oil segment and targeting specific network segments. Co-branded lubricants are providing an edge over competitors and gradually enhancing the Companys image.

GP Petroleums is actively advancing its B2C growth strategy by expanding its retail presence through a weighted distribution approach and targeted segment-wise outreach. The Company aims to significantly enhance market coverage and visibility, with a sharp focus on high-potential categories such as new-age tractors, SUVs, and scooters emerging segments that are expected to be key drivers of future growth.

Trading: In Addition to its core operations, the Company also undertake trading activities in base oils, bitumen, and fuel oils, in line with emerging opportunities in the market. These trading operations are pursued selectively, based on market demand and supply dynamics, and help the Company diversify its revenue streams. The trading segment complements the core business and is managed with due consideration to pricing trends, market risks, and commercial viability. The Company is expanding its presence in the bitumen segment, aligned with the Government of Indias infrastructure push and rising demand for bituminous products. During the year, the Company has signed a Supply Agreement with Hindustan Petroleum Corporation Limited (HPCL) for 50,000 metric tonnes of Bulk Bitumen VG30, meeting IS 73:2013 standards. The supply will cater to multiple locations as designated by HPCL. Going forward, the Company aims to explore further opportunities with both public and private sector entities. With strong sectoral demand, the Company is well-positioned to grow in this space.

PRODUCT DEVELOPMENT

At GP Petroleums, product development is driven by a strong foundation in technical expertise and a deep understanding of customer needs. Our R&D efforts are not confined to the laboratory they extend into the field through direct customer engagement to co-create solutions tailored to evolving market requirements. Central to our innovation engine is tribology, which plays a critical role in designing advanced lubricant formulations.

During the year, we made significant strides in developing high-performance products such as cold forging oils, advanced honing oils, semi-synthetic cutting coolants, improved rust preventives, and ester-based mist oils for precision machining. These innovations are designed to enhance tool life, improve machining efficiency, reduce operational costs, and provide long-lasting rust protection delivering tangible value to our customers.

As machining technologies evolve rapidly, the demand for tribology solutions that optimize performance while minimizing energy consumption and mist formation continues to grow. In response, GPPL has developed BS-VI compliant lubricants that contribute to lower emissions and reduced environmental impact.

Furthermore, our ARTEC series of Rubber Process Oils recognized for being non-carcinogenic have gained strong acceptance within the tyre industry for their safety and performance. Our continued investment in R&D reinforces GPPLs commitment to delivering sustainable, high-quality solutions aligned with the needs of modern industry.

OPPORTUNITIES

Backed by five decades of industry experience, GP Petroleums has earned the trust of its customers through consistent quality, reliable service, and customer-centric solutions. Our strength lies in delivering not just products, but complete solutions supported by a broad portfolio, robust technical expertise, and a pan-India distribution network. Our focus on customer training, tailored offerings, and service excellence continues to differentiate us in a highly competitive market. GP Petroleums with its three verticals is directly linked to the growth which is happening in Automobile sector.

• Demographic Dividend - With rising disposable income, demand for vehicles is on an upward trajectory.

• Urbanisation - Continued migration of the working population to urban areas is expected to drive higher vehicle consumption.

• Infrastructure Push - Government investment in this sector will lead to the demand of commercial vehicles.

• FDI-Foreign Direct Investment in the Automotive Industry will continue to go up.

• PLI- Automotive and allied industry is going to be one of the key beneficiary of Production Linked Incentive.

At GP Petroleums, our focus is on creating lasting value for customers through trusted partnerships and consistent performance. We are committed to understanding and addressing the evolving needs of industries across geographies, which is reflected in our steady growth and expanding footprint.

Our diverse brand portfolio comprising IPOL, Repsol, and the Honda-Repsol co-brand caters to a wide spectrum of customer segments and price points, enabling us to effectively serve varied market demands with tailored solutions.

THREATS

The volatility in base oil prices continues to challenge profitability, as sharp fluctuations directly influence cost structures and margins. Compounding this, global supply chain disruptions have driven up the prices of key additives and chemicals. The Companys financial performance is closely tied to its ability to effectively manage and recover these escalating input costs.

Regulatory changes, environmental concerns may shift product demand. Technological advancement like BS VI and beyond may render some lubricants as obsolete.

The long-term impact of electric vehicles (EVs) on the lubricant industry is inevitable. EVs are expected to play a significant role in the 3W and 2W segments, as well as in public transport. Due to their lower number of parts, EVs will reduce the consumption of industrial lubricants.

Supply chain disruption due to ever changing geo-political situation continues to pose threat to this industry.

RISKS AND CONCERNS

Risk is inherent to business operations and must be addressed through proactive identification, assessment, and mitigation strategies. At GP Petroleums, our core values guide responsible decision-making, reinforcing integrity across all business activities.

The lubricant industry is exposed to a range of risks, including inflationary pressures on input costs, global raw material supply disruptions, technology obsolescence, a slowdown in the automobile sector, rising competition from regional players, distributor credit exposure, network retention challenges, foreign exchange volatility, and talent retention concerns. Additionally, liquidity pressures impacting cash flows remain a critical area of attention.

GP Petroleums mitigates these risks through continuous monitoring, impact analysis, and implementation of well-defined action plans. Health, Safety, Security, and Environment (HSSE) risks are also managed rigorously, with a dedicated team in place and regular oversight by the Risk Management Committee to ensure a resilient risk governance framework.

A notable regulatory challenge stems from the Government of Indias mandate, effective April 2023, requiring the use of re-refined base oils in finished lubricant products. The availability of high-quality re-refined oils particularly those meeting specific technical requirements remains limited, posing compliance and operational challenges that the Company is actively working to address.

FUTURE OUTLOOK

Indias economic momentum remains strong, with GDP growth for FY 2024-25 projected at 7.0%, up by 20 basis points from 6.8% in FY 2023-24. This positive outlook signals a favorable macroeconomic environment and unlocks significant growth opportunities for GP Petroleums (GPPL).

According to Custom Market Insights, the India Industrial Lubricants Market, valued at USD 13,045 million in 2024, is expected to grow to USD 20,715 million by 2033, registering a CAGR of 4.12% during the forecast period (2024–2033). The increasing use of industrial lubricants in sectors like power generation and electricity distribution is anticipated to be a key driver, creating attractive growth prospects for lubricant manufacturers.

As the agriculture and industrial sectors continue to expand collectively contributing nearly half of the national GDP, the lubricant industry stands to benefit. The rising economic activity, particularly in the transportation, infrastructure, and manufacturing sectors, will drive sustained demand for GPPLs diversified product range.

With a strong presence across industrial and automotive lubricant segments, GPPL is well-positioned to leverage this growth. Its products find application across high-demand sectors including automotive, construction, and heavy machinery, where reliable lubrication solutions are critical to operational efficiency.

The Company continues to invest in R&D to innovate and expand its portfolio in line with evolving customer needs and emerging technologies. This includes developing high-performance, environmentally responsible lubricants that align with market trends and regulatory expectations.

Looking ahead, GPPL is focused on strategic market expansion, portfolio diversification, and operational efficiency, all of which are geared toward capturing a greater share of the growing lubricants market. Backed by favorable economic indicators, evolving industrial demand, and its own strong fundamentals, GPPL is well poised for sustained business growth and long-term value creation.

In summary, with a robust economic backdrop, a commitment to innovation, and a diversified product offering, the Company is positioned to accelerate growth and further strengthen its presence in the Indian lubricants industry.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

At GP Petroleums of all the resources we work on, the most valued is the Human Resource. Our endeavor is to attain excellence which is guided by our value framework of PATH (Passion, Agility, Thinking Big & Honesty).

We are striving to offer an enhanced EVP (Employee Value Proposition) and inculcate a culture of consistently achieving higher benchmarks for human development while offering a safe open and inclusive workplace environment.

Our core functions at Human Resources are driven through following initiatives to boost our growth:

1) Talent Acquisition – We ensure the right talent is sourced to enable the businesses to achieve desired outcomes and objectives. We use EVP to attract Talent. Our dependence on hiring is through conventional ways though referral contributes in a major way.

2) Talent Development – The most critical part of the employee lifecycle, we have focused on providing equal opportunities to employees to enhance their productivity through upskilling their competencies through focused Learning & Development interventions. A Robust and timely PMS has been our hallmark of our commitment to recognize the efforts of our employees. Through our engagement initiative we ensure that our employees are highly engaged, motivated and self-driven to accomplish the organizational objectives. Periodic and regular reward and recognition is practiced promoting a culture of high ethical performance in the organization.

3) HR Operations – It is highly evolved and digitalized to keep pace with the technology and the latest development.

4) Compliance – Our commitment to ensure compliance is unwavering through gap analysis and routine Audits. At all our business premises legal compliances are met ethically, and maintained responsibly, though our endeavor is to proactively identify the disputes and resolve them amicably without causing any disruptions in our business activities.

A) POSH: We have constituted a POSH Committee as per the compliance requirement. We periodically conduct POSH awareness sessions to reinforce the feeling of safety and security for our employees. There was no case reported in the previous year. B) HSSE: A comprehensive policy covering all our employees and business partners is executed through various training interventions to reskill, upskill and equip employees and workers to perform all their tasks and duties safely and efficiently. Periodic safety reviews and mock drills to ensure adherence to the highest occupational safety requirements.

To sum up, our HR initiatives and interventions are designed and executed to drive excellence to ensure accomplishments of our business, Social and legal objectives. We are focusing on creating an EVP (Employee Value Proposition) through Talent development and employee wellbeing initiatives to attract and retain Top Talent besides being an aspirational organization in the industry.

As part of its commitment to inclusive and sustainable development, the Company, under its ‘We Care initiative, undertook a range of CSR activities focused on uplifting differently privileged sections of society. During the year, the Company enhanced access to clean water by distributing water wheels to tribal families and promoted education by providing laptops and learning aids to blind, HIV/AIDS-affected, and underprivileged students. It also supported the upgradation of infrastructure at government schools and special institutions. Healthcare support was extended through the donation of advanced medical equipment to the Aspam Foundation and a maternity center in Vasai. To foster livelihood opportunities, toolkits were distributed to unskilled mechanics, and in support of rural development, pedestal fans were distributed and rainwater harvesting systems installed in villages in Gujarat. Public safety was strengthened through the installation of CCTV cameras around Vasai Police Station, while animal welfare was addressed through support to a local gaushala. Further, to promote education, the Company donated interactive learning panels to Snehalaya School in Ahmednagar.

An e-rickshaw was also contributed to Prabha Hira Pratishthan in Pandharpur, facilitating transport for HIV/ AIDS-affected children. Additionally, a contribution was made to the noble cause of community feeding (Anna-daan).

Collectively, these initiatives have positively impacted over 1,15,000 individuals, underscoring the Companys ongoing commitment to meaningful and measurable social development.

INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Company maintains a robust internal control system designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in compliance with applicable accounting standards and policies. These controls also ensure adherence to relevant laws, regulations, internal policies, procedures, and authorizations.

Companys internal financial control over financial reporting encompasses policies and procedures that:

• Ensure maintenance of records that, in reasonable detail, accurately and fairly reflect the Companys transactions and asset dispositions;

• Provide reasonable assurance that transactions are appropriately recorded to facilitate the preparation of financial statements in accordance with generally accepted accounting principles (GAAP), and that receipts and expenditures are made only with proper authorization from management and the Board of Directors;

• Offer reasonable assurance for the prevention or timely detection of unauthorized acquisition, use, or disposal of Company assets that could have a material effect on the financial statements.

In line with the requirements of Section 134(5)(e) of the Companies Act, 2013, the Company has established and implemented an Internal Financial Control (IFC) framework to ensure compliance with the statutory obligations outlined in the Directors Responsibility Statement.

The internal audit function operates independently and follows a comprehensive audit plan approved by the Audit Committee. Regular internal audits are conducted to evaluate the effectiveness of controls and identify areas for improvement. Management and the Audit Committee review these findings periodically.

During the financial year under review, the internal financial controls were assessed and tested. No material weaknesses in design or operation were identified, reaffirming the adequacy and effectiveness of the Companys internal control environment.

DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

During the financial year 2024–25, GP Petroleums Limited reported a Profit Before Tax (PBT) of 35.5 Crores, a marginal decline of 4.5% compared to 37.2 Crores in the previous financial year. Revenue from operations stood at 609 Crores, reflecting a 7% decrease from 655 Crores in FY 2023 24. The decline in revenue was primarily attributable to a contraction in the trading segment, which faced challenges arising from global geopolitical tensions and the resulting volatility in the oil market that disrupted import dynamics.

Despite these external headwinds, the Company exhibited resilience and operational efficiency, maintaining profitability through prudent cost management and a strategic focus on core manufacturing operations. Notably, the PBT margin improved slightly to 5.8% in FY 2024–25 from 5.7% in the previous year, underscoring the Companys ability to sustain margins even in a challenging environment.

The Companys strong performance in its core manufacturing segment reflects its commitment to long-term value creation and operational excellence, reinforcing its competitive position in the industry.

CHANGES IN KEY FINANCIAL RATIOS

Details of changes as compared to the previous financial year in key financial ratios, along with explanations thereof, including:

Particulars	Unit	2023-24	2024-25	% Change
Debtors	Times	4.7	4.1	(13)%
Turnover Ratio
Inventory	Times	7.0	6.6	(6)%
Turnover Ratio
Interest	Times	48.1	73.4	+53%
Coverage
Ratio
Current Ratio	Times	5.9	4.9	(17)%
Debt Equity	Times	0.06	0.10	+67%
Ratio
Operating	%	6.1	6.4	+5%
Profit Margin
Net Profit	%	5.7	5.8	+2%
Margin
Return on Net	%	12.3	10.8	(12)%
worth

Debtors Turnover Ratiois a key financial metric that measures the efficiency with which a company collects its receivables or outstanding customer dues. It indicates how many times, on average, the trade receivables are converted into cash during a financial year. It is calculated by dividing the revenue from operations for the year by the average trade receivables during the same period. A ratio of 4.1 in FY 2024-25 reflects effective credit control and prompt collection.

Inventory Turnover ratio is a key efficiency metric that indicates how effectively a company manages its inventory. It measures how many times inventory is sold and replaced during a given financial year. It is calculated by dividing the cost of goods sold by the average inventory. A ratio of 6.6 reflects efficient inventory management, suggesting that inventory is moving relatively well through the business cycle without excessive buildup or delays in sales.

Interest Coverage Ratio is a financial metric that measures a companys ability to meet its interest payment obligations from its operating earnings. It is calculated by dividing EBIT by interest expenses. A higher ratio by 53% in FY 24-25 vs FY 23-24 reflects stronger financial health and a lower risk of default. This indicates that the company is now generating substantially more operating earnings (EBIT) relative to its interest obligations compared to the prior year.

Current Ratio is a key liquidity metric that measures a companys ability to meet its short-term obligations with its short-term assets providing insights into its short term financial health. It is calculated by dividing current assets by current liabilities. A current ratio of 5.9 reflects very strong liquidity and financial stability in the short term.

Debt Equity Ratio is a key financial metric that compares a companys total debt to its shareholders equity. It indicates the proportion of financing the company has received from creditors versus owners, and helps assess the companys financial leverage and long-term solvency. Since the company has no long term debt, the ratio considers only short-term debts and lease liabilities. The 67% increase in this ratio indicates a modest increase in financial leverage, but the company still maintains a very low level of debt relative to equity. Also, that the company is still primarily equity-financed and carries minimal financial risk.

Operating Profit Margin is a key profitability ratio that reflects the Companys operational efficiency and its ability to generate profit from core business activities. It is arrived at by dividing operating profit by revenue from operations. An increase in FY 2024-25 vs FY 2023-24 suggests that the company is becoming more efficient in managing its operations and generating higher returns from its revenue, even if sales has declined.

Net Profit Margin is a key profitability ratio that indicates the Companys overall financial efficiency and profitability. It is arrived at by dividing net profit before tax by revenue from operations. Maintaining and even growing profit margins in the face of revenue decline shows resilience and sound financial management by the company.

Return on Net Worth is a key profitability ratio that measures the return generated on shareholders equity. It is arrived at by dividing net profit before tax by shareholders equity. The decrease in this ratio, despite an increase in profit margin, was primarily due to an increase in the equity base, which outpaced the growth in net profit.

Directors Report

Dear Shareholders,

Your Directors present herewith the 42nd Annual Report together with Audited Financial Statements of your Company for the financial year ended March 31, 2025.

FINANCIAL HIGHLIGHTS

(Rs. in Lakhs)

Particulars	2024-2025	2023-2024
Income from Operations	60,926.56	65,515.56
Other Income	260.30	193.55
Total Revenue	61,186.86	65,709.11
Profit before Interest, Depreciation & Tax (EBIDTA)	4,141.85	4,209.47
Less: Interest and Finance Charges	121.15	39.24
Depreciation	474.31	454.50
Profit before Taxes	3,546.39	3,715.73
Less: Provision for Income Tax including Deferred Tax	913.97	944.67
Net Profit / (Loss) after Tax	2,632.42	2,771.06
Other Comprehensive Income	(65.97)	(57.60)
Less: Income tax relating to above	-	-
Other Comprehensive Income after tax	(65.97)	(57.60)
Total Comprehensive Income for the year	2,566.45	2,713.46

PERFORMANCE OF THE COMPANY

Your Company has shown resilience and strategic agility in managing a complex mix of external and industry-specific challenges, despite a volatile global environment.

During the financial year under review, the Company reported total revenue of 612 Crores, as against 657 Crores. in the previous year. This decline was primarily attributable to a reduction in trading sales volume, in line with our strategic decision to optimize and rationalize non-core trading activities in favor of improving operational efficiency and profitability.

Due to this strategic planning, though the Company recorded a decline in absolute profit (PBT) of 4.5% from 37.2 Crores. in FY 2024 to 35.5 Crores. in FY 2025, it is noteworthy that the profit margins (PBT) were maintained at 5.8% for FY 2025 vs 5.7% for FY 2024, reflecting our strong focus on cost optimization, efficient operational practices, and a balanced product mix.

GP Petroleums, a key player in the lubricant manufacturing industry, is significantly reliant on base oil which is a crude oil derivative as its core input. The year was deeply influenced by ongoing geopolitical tensions in the Middle East and Eastern Europe, particularly in oil-producing and transit regions.

These conflicts not only disrupted the supply of crude and refined oil products but also introduced uncertainty in pricing and shipping routes.

Due to the aforementioned external challenges, our core manufacturing business segment experienced pressure, limiting our ability to enhance overall profitability during the year. Despite these headwinds, we are pleased to report that our automotive lubricants division demonstrated resilience and recorded a commendable growth of 6% in both revenue and profitability, reflecting the strength of our brand, distribution network, and customer-centric product offerings. Backed by a solid foundation, focused execution, and a clear strategic vision, your Company is well-positioned to navigate uncertainties and capitalize on emerging growth opportunities in the year ahead.

DIVIDEND

To conserve cash for the Companys growth and for strategic reasons, the Board of Directors of the Company do not recommend any Dividend for the Financial Year 2024-25.

TRANSFER TO RESERVE

Your Company has not transferred any amount of profits to reserves for the Financial Year 2024-25.

SHARE CAPITAL

During the year under review, there was no change in the Paid-up Equity Share Capital of the Company and it remained at 25,49,21,915/- (divided into 50984383 equity shares of 5/- each).

NATURE OF BUSINESS

GP Petroleums Limited is engaged in the manufacturing and marketing of lubricating oils, greases, rubber process oils, and other derivatives derived from base oils. These products are marketed under the well-established brand name "IPOL". In addition to its core manufacturing operations, the Company also undertakes trading activities in base oils, bitumen, and fuel oils, based on emerging opportunities in the market. The Companys operations are structured across three key business verticals: Industrial Lubricants, Rubber Process Oils, and Automotive Lubricants.

Industrial Lubricants:

This portfolio includes a comprehensive range of general-purpose lubricants such as hydraulic oils, gear oils, spindle oils, slideway oils, and turbine oils. We also manufacture engine oils, greases, and a full suite of metalworking fluids including soluble cutting oils, semi-synthetic coolants, neat and water-soluble cleaners, neat cutting oils, mist oils, spark erosion oils, quenching oils, rust preventives, as well as specialty oils like thermic fluids, crack detection oils, and plunger lubrication oils. Transformer oils and white oils are also part of our product line-up.

Rubber Process Oils (RPO):

Our RPO segment comprises aromatic, paraffinic, and naphthenic oils, along with secondary plasticizers, which are widely used across multiple industrial applications.

The Industrial and RPO segments cater to a broad spectrum of industries including automotive OEMs, industrial OEMs, auto component manufacturers, general engineering, metal processing, rubber and plastic product manufacturers, tyre companies, textiles, cement, sugar, and mining sectors.

Automotive Lubricants:

Under the IPOL brand, the Company offers a wide portfolio of automotive lubricants catering to various segments of the Bazaar Trade. These include Diesel Engine Oils (DEO), Passenger Car Motor Oils (PCMO), Motorcycle Oils (MCO), gear and transmission oils, greases, and specialty products. Additionally, the Company holds an exclusive license from Repsol S.A., Spain, to manufacture and market its range of lubricants in India. The Repsol brand, with its strong association with MotoGP, primarily focuses on the premium MCO segment. These products are formulated to meet the latest engine requirements and are compliant with BS VI emission norms. The partnership with Repsol was renewed in 2022 for an additional period of five years.

Research and Development:

The Company has a dedicated and efficient R&D facility that supports the development of innovative, energy-efficient, and environmentally sustainable products. Our R&D team ensures that product formulations are aligned with evolving global standards, OEM specifications, and market expectations. Customised solutions are developed to address specific customer requirements.

The Companys manufacturing facility is located at Vasai, Valiv Village, in the Thane district of Maharashtra, with an installed annual production capacity of 80,000 KL.

During the year under review, there was no change in the nature of business of the Company.

QUALITY ASSURANCE AND ACCREDITATIONS

GP Petroleums Limited remains committed to maintaining the highest standards of quality, safety, and environmental sustainability across its operations. The Companys manufacturing facility at Vasai is certified with multiple international standards, reflecting its robust quality and management systems. These certifications include:

• ISO 9001:2015 – Quality Management Systems

• ISO 45001:2018 – Occupational Health & Safety Management

• ISO 14001:2015 – Environmental Management Systems

• IATF 16949:2016 – Quality Management System specific to Automotive OEMs The Companys accredited R&D Centres play a vital role in supporting continual improvements in product formulations, ensuring adherence to global quality benchmarks, and enhancing performance across product lines.

Our products, marketed under the trusted IPOL and REPSOL brands, are widely recognized in the industry for their consistently high quality, technical reliability, and comprehensive range.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2025, the Board of Directors of your Company comprised 6 (six) directors possessing extensive experience and expertise in their respective field. Of these 1 (one) is an Executive Director, 2 (two) are Non-Executive Non-Independent Directors and the remaining 3 (three) are Non-Executive Independent Directors.

During the year under review, the following changes took place in the composition of the Board and Senior Management:

• Mrs. Stuti Kacker (DIN: 07061299), Non-Executive Independent Director, was re-appointed for a further term of two (2) years w.e.f. August 05, 2024.

• Mr. Ashok Kumar Gupta (DIN:08786735) was appointed as a Non-Executive Independent Director for a term of 2 (two) consecutive years w.e.f. August 13, 2024.

• Mr. Mahesh Damle (DIN: 08261516), completed his second and final term as an Independent Director and ceased to be a Director of the Company w.e.f. the close of business hours on October 28, 2024.

• Mr. Rajesh Mittal (DIN: 00231710) was appointed as a Non-Executive Independent Director for a term of 2 (two) consecutive years w.e.f. January 18, 2025.

• Mr. Bhaswar Mukherjee (DIN: 01654539), completed his second and final term as an Independent Director and ceased to be a Director of the Company w.e.f. the close of business hours on February 11, 2025.

• Mr. Manish Thapar, Business Head - Automotive of the Company (SMP), tendered his resignation due to personal reasons and ceased to hold the said position w.e.f. the close of business hours on October 31, 2024.

The Board places on record its sincere appreciation for the leadership, guidance, and meaningful contributions of the Directors during their respective tenures. Their steadfast commitment to strong governance practices and their active role in shaping the Companys long-term growth trajectory have been truly commendable.

RETIREMENT BY ROTATION AND SUBSEQUENT RE-APPOINTMENT

In accordance with the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, Mr. Arjun Verma (DIN: 10102249), Whole Time Director of your Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Your Board of Directors recommends his re-appointment. Brief resume/details of Mr. Arjun Verma as required under the Listing Regulations and Secretarial Standards forms part of the notice of 42nd AGM.

Except as stated above, there were no other changes in the composition of the Board of Directors and Key Managerial Personnel or Senior Management Person during the financial year under review.

MATERIAL CHANGE AND COMMITMENT HAVING OCCURRED SINCE THE END OF THE YEAR AND TILL THE DATE OF THE REPORT

There were no material changes and commitments occurred since the end of the year and till the date of the report except the following:

• The Company has signed a Joint Venture Agreement with West Coast Oils LLP on May 06, 2025 to establish a joint venture company for the purpose of engaging in the business of manufacturing and trading of the specialty bitumen products and other allied commodities - all types and grades of Bitumen Emulsions, PMB (Polymer Modified Bitumen), CRMB (Crumb Rubber Modified Bitumen) and other value added Bitumen Products.

• The Company has entered into a Share Purchase Agreement on June 07, 2025, to acquire 50% stake in Amron Oil Resources Private Limited (the "Target Company") to form it as its JV Company in association with West Coast Oils LLP.

• The Company has executed Manufacturing and Marketing Agreement with Delta Fuel and Lubricants Nigeria Limited, based in Lagos, Nigeria (Manufacturer/ Distributor) on July 08, 2025, to manufacture/blend, supply and market products under the brand name IPOL in the territory of Nigeria and other West African markets.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of the Company have submitted declarations under the provisions of Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. They have also affirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties as Independent Directors with objective and independent judgment and without any external influence. Further, all Independent Directors have complied with the provisions of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 (as amended), pertaining to the inclusion of their names in the Independent Directors Databank. There has been no change in the circumstances affecting their continued status as Independent Directors of the Company. Moreover, none of the Directors of the Company have been debarred or disqualified from holding the office of Director pursuant to any order issued by SEBI or any other statutory authority.

The Board has taken on record the declarations and confirmations submitted by the Independent Directors after undertaking due assessment of the veracity of the same. In the opinion of the Board, all the Independent Directors possess requisite qualifications, experience, expertise (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) and hold high standards of integrity required to discharge their duties with an objective independent judgment and without any external influence.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Company has adopted a comprehensive Nomination, Remuneration and Succession Planning Policy, formulated in line with the recommendations of the Nomination and Remuneration Committee of the Board. This policy governs the appointment and remuneration of Directors, Key Managerial Personnel (KMPs), and Senior Management, and is aligned with the provisions of Section 178 of the Companies Act, 2013 and the applicable provisions of the SEBI Listing Regulations. The policy outlines the criteria for identifying and evaluating individuals for appointment to the Board and senior positions, as well as the framework for determining their compensation, keeping in view factors such as qualifications, experience, performance, and industry benchmarks.

The salient features of the policy are provided in the Corporate Governance Report, which forms part of this Annual Report, and the complete policy is available on the Companys website at: https://gppetroleums.co.in/wp-content/uploads/2025/06/ NR-Sucession-Policy.pdf

PERFORMANCE EVALUATION OF BOARD AND ITS VARIOUS COMMITTEES

In compliance with the provisions of the Companies Act, 2013, and the SEBI Listing Regulations, as amended from time to time, the Board of Directors has undertaken an annual evaluation of its own performance, the performance of its various Committees, and that of the individual Directors. The evaluation process was based on a well-defined set of parameters. The manner, criteria, and process of evaluation have been detailed in the Corporate Governance Report, which forms part of this Annual Report.

DECLARATION BY THE COMPANY

None of the Directors of the Company are disqualified from being appointed as Directors as specified in Section 164(2) of the Act read with Rule 14 of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3)(c) and (5) of the Companies Act, 2013, your Directors hereby state and confirm that: I. In the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures if, any.

II. Such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent to give a true and fair view of the Companys state of affairs as at the end of the Financial Year and of the Companys profit and loss of the Company for the year ended on that date. III. Proper and sufficient care has been taken for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. IV. The annual financial statements have been prepared on a going concern basis.

V. That internal financial controls were laid down to be followed and that such internal financial controls were adequate and were operating effectively.

VI. Proper systems were devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal financial controls with reference to its financial statements. These controls are designed to ensure the orderly and efficient conduct of business operations, including strict adherence to Companys policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and the timely preparation of reliable financial information.

The Company has implemented robust policies and standard operating procedures to reinforce these objectives. The Internal Audit function, through periodic audits, reviews the effectiveness of these controls. Based on internal audit reports, process owners are required to undertake appropriate corrective and remedial actions within their respective domains to enhance the control environment. Significant audit findings and the corresponding corrective measures are regularly reviewed and monitored by the Audit Committee of the Board. Further details regarding the adequacy of internal financial controls are provided in the Management Discussion and Analysis, forming part of this Annual Report.

AUDITORS

STATUTORY AUDITORS AND AUDIT REPORT

The Shareholders of the Company at the 41st Annual General Meeting, had approved the appointment of M/s. J Mandal and Co. LLP, Chartered Accountants (Firm registration No. 302100E/500422N), as the Statutory Auditors of the Company for a term of 5 years commencing from the conclusion of the 41st Annual General Meeting till the conclusion of the 46th Annual General Meeting.

The Statutory Auditors vide their report dated May 28, 2025, have expressed an unmodified opinion on the Audited Financial Statements for the year ended March 31, 2025. The report of the Statutory Auditors read with notes to account being self-explanatory needs no further clarification. No qualification, reservation or adverse remark has been reported in the Auditors Report.

SECRETARIAL AUDITORS AND AUDIT REPORT

The Board, at its meeting held on May 28, 2025, based on the recommendation of the Audit Committee, has considered, approved, and recommended to the Members of the Company, the appointment of M/s. Pusalkar & Co., Practicing Company Secretaries as Secretarial Auditors of the Company. The proposed appointment is for a term of 5 (five) consecutive years from the financial year 2025-26 to the financial year 2029-30, on payment of such remuneration as may be mutually agreed upon with Secretarial Auditors. M/s. Pusalkar & Co., have confirmed that they are not disqualified from being appointed as the Secretarial Auditors of the Company and satisfy the prescribed eligibility criteria. The Secretarial Audit Report and the Secretarial Compliance Report for the financial year 2024-25, does not contain any qualification, reservation, or adverse remark.

During the year under review, the Secretarial Auditors have not reported any instances of fraud under Section 143(12) of the Act and therefore disclosure of details under Section 134(3)(ca) of the Act is not applicable. For further details on the proposed appointment of Secretarial Auditors, please refer to the 42nd Notice of AGM.

INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act, 2013, M/s. Jain Mittal Chaudhary & Associates carried out the internal audit of the Company for the year under review. The Board on the recommendation of the Audit Committee has appointed M/s. PNG & Co., Chartered Accountant, as the Internal Auditors of the Company to conduct the internal audit in fair and transparent manner for the Financial Year 2025-26.

COST AUDITORS

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, as amended from time to time, your Company has been carrying on Cost Audit of the Company and accordingly such accounts and records are maintained by the Company.

The Board on the recommendation of the Audit Committee has re-appointed Mr. Dilip Murlidhar Bathija, Cost Accountants, as the Cost Auditors for conducting the cost audit of your Company for the Financial Year 2025-26. The Company has also received necessary certificate(s) from the Cost Auditors under Section 141 of the Act, conveying his eligibility to act as a Cost Auditor.

As required under the Companies Act, 2013, a resolution seeking members approval for ratification and consideration of the remuneration payable to the Cost Auditor forms part of the Notice convening 42nd AGM.

RELATED PARTY TRANSACTIONS

Particulars of contracts or arrangements entered into with related parties referred to in Section 188(1) of the Companies Act, 2013 in prescribed Form AOC-2 is annexed to this report.

RISK MANAGEMENT

Your Company has laid down a well-defined risk management framework to identify, assess and monitor risks and strengthen controls to mitigate risks and also has a comprehensive Risk Management Policy in place.

The Risk Management Committee meets at periodical intervals to review various elements of risk categorized into high, medium and low risk areas and the Board through the Committee monitors the risk mitigation measures to ensure that the risks are mitigated through appropriate measures undertaken and the probability of recurrence is minimized. Relevant details of the Committee and its working to mitigate the risk is provided in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY

Detailed information on Corporate Social Responsibility Policy developed and implemented by the Company on CSR initiatives taken during the year pursuant to Section 135 of the Companies Act, 2013, as Annual Report on CSR activities is annexed to this Report. Other relevant details in relation to CSR Committee, such as terms of reference of the CSR Committee, number and dates of meetings held and attendance of the Directors are given separately in the Corporate Governance Report.

TRANSFER OF AMOUNTS AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124 of the Companies Act, 2013 and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and any amendment thereof, read with all relevant notifications as issued by the Ministry of Corporate Affairs from time to time, all shares in respect of which dividend has remained unpaid or unclaimed for a period of seven consecutive years have been transferred by the Company, within the stipulated due date, to the Investor Education and Protection Fund (IEPF).

A list of shareholders along-with their DP ID and Client ID and Folio No. who have not claimed their dividends for the last 7 consecutive years and whose shares are therefore liable to transfer to IEPF Account, has been displayed on the website of the Company at www.gppetroleums.co.in besides sending communications to individual respective shareholders and issuance of public notice in Newspapers.

Members are requested to ensure that they claim the dividends and shares referred above, before they are transferred to the said Fund. The time due for transfer of unclaimed dividend to IEPF are provided in the Notes to the notice of 42nd AGM. The shareholders are encouraged and requested to verify their records and claim their dividends for all the earlier seven years, if not claimed.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company remains committed to providing a safe, respectful, and inclusive work environment for all employees, particularly women, and has adopted a Zero Tolerance Policy towards any form of sexual harassment at the workplace. The Company has formulated and implemented a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace, in alignment with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder.

The policy is applicable to all women employees of the Company, whether permanent, contractual, temporary, or trainees, across all locations. It sets out clear definitions, redressal mechanisms, and responsibilities to ensure that all employees can work in an environment free of harassment, intimidation, and abuse.

In accordance with the said Act, the Company has constituted an Internal Complaints Committee (ICC), comprising both internal members and an external independent member with relevant experience. The ICC is empowered to receive, investigate, and redress complaints, and it functions with complete confidentiality and impartiality.

The Company conducts regular awareness programs, sensitization workshops, and training sessions across locations to educate employees about the policy, their rights, and the procedure for reporting incidents. These initiatives reinforce the Companys commitment to fostering a culture of respect and accountability.

During the financial year under review, no complaints of sexual harassment were received by the Internal Complaints Committee.

Your Board of Directors reaffirms its commitment to upholding the dignity of every individual at the workplace and ensuring a safe working environment for all.

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

Your Company remains committed to ensuring a safe and supportive work environment for all women employees and complies with the provisions of the Maternity Benefit Act, 1961 and the rules framed thereunder.

The Company extends all statutory benefits to eligible women employees, including paid maternity leave, medical bonus, nursing breaks, protection against dismissal during maternity, and continuity of service and benefits in accordance with the applicable law.

Women employees are entitled to 26 weeks of paid maternity leave for the first two children and 12 weeks for subsequent children, along with additional leave for complications arising from pregnancy or related medical conditions. The Companys policies are aligned with the Act to safeguard the health, dignity, and financial security of women employees during and after maternity.

During the financial year under review, there were no employees who availed maternity benefits. Nonetheless, the Company remains fully compliant with the provisions of the Act and continues to maintain necessary systems, processes, and awareness to ensure timely support to eligible employees.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014 in respect of employees of the Company is annexed to this report.

HUMAN RESOURCES

Your Company firmly believes that its people are its greatest strength, and acknowledges the critical role of human capital in driving sustained growth and organizational success. We deeply value the talent, integrity, and dedication of our employees, recognizing them as one of the most vital assets of the Company.

We foster a culture of entrepreneurship, collaboration, and teamwork, which not only motivates employees but also nurtures innovation and high performance. Our work environment is inclusive, supportive, and designed to empower individuals to reach their full potential.

The Company has been successful in attracting and retaining key talent, owing to its competitive compensation structures, robust learning and development initiatives, and clearly defined career growth opportunities. Our focus on continuous learning and upskilling ensures that employees are well-equipped to meet evolving industry demands and embrace emerging technologies.

This employee-centric approach has helped us build a cohesive, high-performing team that consistently contributes to the Companys strategic goals and operational excellence.

CODE OF CONDUCT

The Company has adopted a Code of Conduct applicable to all its Board members and senior management, which includes the roles, responsibilities, and liabilities of Independent Directors as prescribed under the Companies Act, 2013 as the Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings/behavior in any form and the Board has laid down certain directives to counter such acts. Such code of conduct has also been placed on the Companys website. All Board members and senior management personnel (as per Regulation 26 (3) of the SEBI Listing Regulations) have affirmed compliance with the applicable Code of Conduct. A declaration to this effect, signed by the WTD & CFO, forms part of this Report.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY/MECHANISM

The Company has established a Vigil Mechanism and formulated a comprehensive Whistle Blower Policy/ Mechanism to provide a formal platform for Directors, employees, their representative bodies, and other stakeholders to report genuine concerns regarding unethical behaviour, actual or suspected fraud, or any violation of the Companys Code of Conduct or Ethics Policy.

This mechanism ensures adequate safeguards to protect whistle blowers from any form of victimization or harassment and enables direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases.

It is hereby affirmed that no personnel have been denied access to the Audit Committee under this policy. The Whistle Blower Policy is available on the Companys website and can be accessed at the following link https://gppetroleums.co.in/ wp-content/uploads/2025/03/Vigil-Mechanism-and-Whistle-Blower-Policy.pdf

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Company has adopted Code of Conduct for Prevention of Insider Trading and Code of fair disclosure and inquiry in case of leak of Unpublished Price Sensitive Information ("Codes") under the SEBI (Prohibition of Insider Trading) Regulations, 2015, with a view to regulate trading in securities by the Directors, KMPs and Designated employees of the Company and for fair disclosure and inquiry in case of leak of UPSI. The Codes lays down guidelines for procedures to be followed and disclosures to be made by insiders while trading in the shares of the Company and the said codes are available on the website of the Company.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In terms of Regulation 34 of the SEBI Listing Regulations read with relevant SEBI Circulars, new reporting requirements on ESG parameters were prescribed under "Business Responsibility and Sustainability Report" (‘BRSR).

As per the SEBI Circulars, effective from the Financial Year 2022-23, filing of BRSR is mandatory for the top 1000 listed companies based on market capitalization. Since the Company does not fall into the top 1000 list, the requirement for filing BRSR for the Financial Year 2024-25 is not applicable to the Company.

PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS

Particulars of loan given, investment made and guarantee given is provided in the financial statements. Please refer Notes to the Financial Statements. No loan/advance is outstanding to any Company in which the Directors are interested.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as required pursuant to Section 134(3) of the Companies Act, 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed to this Report.

FIXED DEPOSIT / PUBLIC DEPOSITS

The Company has not accepted or renewed any deposit(s) within the purview of the provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, requirements of furnishing details of deposits which are not in compliance with Chapter V of the Act is not applicable.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

COMMITTEES OF BOARD

The details of Committees constituted by the Board of Directors and brief details pertaining to the composition, terms of reference, meetings held and attendance of the Members to the Committees during the year have been enumerated in Corporate Governance Report forming part of the Annual Report.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

The Board met 5 (five) times during the Financial Year 2024-25 i.e. on May 28, 2024, August 13, 2024, October 10, 2024, November 06, 2024 and January 18, 2025. Detailed information about the same is given in the Corporate Governance Report.

SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANY

Your Company does not have any Subsidiary/Associate Company during the year under review. However, your Company has signed a Joint Venture Agreement with West Coast Oils LLP on May 06, 2025 to establish a joint venture company for the purpose of engaging in the business of manufacturing and trading of the specialty bitumen products and other allied commodities - all types and grades of Bitumen Emulsions, PMB (Polymer Modified Bitumen), CRMB (Crumb Rubber Modified Bitumen) and other value added Bitumen Products.

CORPORATE GOVERNANCE REPORT

A separate section on Corporate Governance Report as prescribed under the SEBI Listing Regulations forms an integral part of Annual Report. A certificate of compliance by the Statutory Auditors of the Company forms part of this annual report.

EXTRACT OF ANNUAL RETURN

The extract of annual return pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, is available on the following link of Companys website viz. https:// gppetroleums.co.in/disclosure-under-reg-46-of-the-lodr-2/ annual-return/

DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, your Company has complied with the applicable Secretarial Standards i.e., SS-1 and SS-2, relating to "Meetings of the Board of Directors" and "General Meetings", respectively, issued by the Institute of Company Secretaries of India.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed report on the Management Discussion and Analysis for the financial year under review is presented in a separate section forming an integral part of the Annual Report. It gives details of the overall industry structure, economic developments, performance and state of affairs of your Company and their adequacy, risk management systems and other material developments during the year.

CORPORATE WEBSITE

Your Companys official website, www.gppetroleums.co.in, serves as a comprehensive and transparent platform for dissemination of information relevant to all stakeholders. It hosts detailed data on the corporate profile, product offerings, financial performance, statutory disclosures, corporate policies, and other key updates concerning the Company.

In line with our commitment to improved stakeholder communication and digital accessibility, the Company has recently revamped its website with a fresh, user-friendly interface and enhanced features to ensure seamless access to information. The upgraded website reflects the Companys evolving brand identity and reinforces its focus on transparency, governance, and stakeholder engagement.

REPORTABLE FRAUDS

During the year under review, no fraud has been reported by the Auditors under Section 143(12) of the Companies Act, 2013.

OTHER DISCLOSURES

During the year under review:

(i) No proceedings are made or pending under the Insolvency and Bankruptcy Code, 2016 and there is no instance of one-time settlement with any Bank or Financial Institution; (ii) The requirement to disclose the details of the difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking a loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable; (iii) No shares with differential voting rights and sweat equity shares have been issued;

CAUTIONARY STATEMENT

Certain statements made in this Directors Report and its Annexures may constitute "forward-looking statements" within the meaning of applicable securities laws and regulations. These statements relate to the Companys future business prospects, objectives, projections, estimates, expectations, or predictions and are based on various assumptions and assessments made in light of the information currently available to the management.

Actual results may differ materially from those expressed or implied in the forward-looking statements due to a number of factors, including but not limited to changes in government policies and regulations, economic developments, industry trends, taxation policies, and other external and internal factors beyond the Companys control.

ACKNOWLEDGEMENT & APPRECIATION

TheBoardofDirectorstakesthisopportunitytowholeheartedly acknowledge and appreciate the outstanding contributions of all employees across the organization. Their dedication, commitment, and pursuit of excellence continue to be the driving force behind the Companys success and sustained growth.

The Board also extends its sincere gratitude to all Investors, Customers, Dealers, Agents, Suppliers, Clients, Government and Regulatory Authorities, Stock Exchanges, Consultants, Lenders, and Bankers for their continued trust and support. Your confidence in the Company is both valued and motivating. We further thank the Ministry of Corporate Affairs, our legal advisors, solicitors, and business associates for their consistent guidance and cooperation throughout the year. As we reflect on the year gone by, we take pride in our collective achievements and look forward with optimism and determination. With the continued support of all our stakeholders, we are confident in our ability to pursue new opportunities and achieve greater milestones in the years ahead.

	On behalf of the Board of Directors of
	GP Petroleums Limited
Place: Mumbai	Ayush Goel
Date: August 12, 2025	Chairman