GP Petroleums Ltd Directors Report

Directors Report

Dear Shareholders,

Your Directors present herewith the 43^rd Annual Report together with Audited Financial Statements of your Company for the financial year ended March 31, 2026. .

FINANCIAL HIGHLIGHTS

			(Rs. in Lakhs)
Particulars	Standalone Results for the year ended as at		Consolidated Results for the year ended as at
	31st March, 2026	31st March, 2025	31st March, 2026*
Revenue from Operations	64,261.09	60,984.41	64,261.09
Other Income	567.78	260.30	567.78
Total Income	64,828.87	61,244.71	64,828.87
Profit before Interest, Depreciation & Tax (EBIDTA)	4,139.66	4,199.70	4,139.66
Less: Interest and Finance Charges	179.42	179.00	179.42
Depreciation	426.72	474.31	426.72
Profit before share of profit/(loss) of Joint Venture	3,533.52	3,546.39	3,533.52
Share of profit /(loss) of associate company	-	-	(0.10)
Profit/Loss before Tax	3,533.52	3,546.39	3,533.42
Less: Income tax expenses	886.03	913.97	886.03
Net Profit/(Loss) after Tax	2,647.49	2,632.42	2,647.39
Other Comprehensive Income	(43.52)	(65.97)	(43.52)
Less: Income tax relating to above	-	-	-
Other Comprehensive Income after tax	(43.52)	(65.97)	(43.52)
Total Comprehensive Income for the year	2,603.97	2,566.45	2,603.87

* During the year, the Company entered into a Joint Venture Agreement with West Coast Oils LLP and acquired a 50% equity stake in Amron Oil Resources Private Limited. As the Joint Venture commenced its operations during FY 2025-26, no corresponding comparative figures for the previous year are available.

PERFORMANCE/STATE OF AFFAIRS OF THE COMPANY

During the financial year ended March 31,2026, the Company delivered a satisfactory operational performance despite a challenging business environment marked by fluctuations in crude oil and base oil prices, evolving global trade dynamics and intense market competition. Revenue from Operations increased by 5.4% to Rs.64,261.09 lakhs from Rs.60,984.41 lakhs in the previous year, while Total Income increased to Rs.64,828.87 lakhs from Rs.61,244.71 lakhs, reflecting steady growth in the Companys business operations.

During the year, the Company recognised an exceptional expense of Rs.326 lakhs towards employee benefit obligations arising from the implementation of the Code on Wages. Excluding this one-time charge, the Companys operating performance reflected healthy growth. EBIDTA remained resilient at Rs.4,139.66 lakhs (after exceptional item) as compared to Rs.4,199.70 lakhs in the previous year, demonstrating the strength of the Companys core business despite prevailing input cost pressures.

On a standalone basis, Profit Before Tax stood at Rs.3,533.52 lakhs as against Rs.3,546.39 lakhs in the previous year. The one-time exceptional expense substantially offset the gains from improved operational performance, resulting in Profit Before Tax remaining broadly in line with the previous year. Profit After Tax increased marginally to Rs.2,647.49 lakhs from Rs.2,632.42 lakhs, while Total Comprehensive Income improved to Rs.2,603.97 lakhs from Rs.2,566.45 lakhs.

On a consolidated basis, the Company reported a Profit Before Tax of Rs.3,533.42 lakhs and a Profit After Tax of Rs.2,647.39 lakhs for the year ended March 31, 2026. The consolidated results include the Companys share of loss of Rs.0.10 lakh from its Joint Venture.

The Company has also acquired warehouse facility including land at Raliawas, Haryana and also initiated for further acquistion of an adjoining land reflecting our continued commitment to expanding operational capacity to support future growth.

Your Directors remain confident of the Companys longterm growth prospects. Backed by a strong balance sheet, a diversified product portfolio and a continued focus on innovation, operational excellence and customer satisfaction, the Company is well-positioned to capitalise on emerging opportunities and deliver sustainable value to all stakeholders.

DIVIDEND

Your Directors are pleased to recommend a final dividend of 0.50 per equity share of face value 5 each (10%) for the financial year 2025-26, subject to the approval of the shareholders at the ensuing Annual General Meeting. The total dividend outgo, if approved, will amount to 254.92 lakhs.

The recommended dividend is in accordance with the Companys Dividend Distribution Policy. The Dividend Distribution Policy is available on the Companys website at https://gppetroleums.co.in/wp-content/uploads/2025/06/ Dividend-Distribution-Policy25.pdf.

TRANSFER TO RESERVE

Your Company has not transferred any amount of profits to reserves for the Financial Year 2025-26.

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, naphthenic oils, along with low PCA Rubber Process Oils like RAE, TRAE, etc., 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 its flagship IPOL brand, the Company offers a comprehensive portfolio of automotive lubricants catering to diverse segments of the bazaar market. The product range includes Diesel Engine Oils (DEO), Passenger Car Motor Oils (PCMO), Motorcycle Oils (MCO), gear oils, transmission oils, greases, and other specialty lubricants, designed to meet the evolving performance requirements of a wide range of vehicles.

The Company also holds the exclusive licence from Repsol S.A., Spain, for the manufacture and marketing of Repsol- branded lubricants in India. Leveraging Repsols global brand recognition and strong association with motorsports, the product portfolio is primarily focused on the premium motorcycle oil segment. These lubricants are formulated in line with the latest engine technologies and comply with BS VI emission norms. The licensing arrangement with Repsol was renewed in 2022 for a further term of five years, reinforcing the Companys long-standing strategic partnership.

Trading (Bitumen and Others):

During the year, the Company continued to strengthen its presence in the Bitumen business as part of its strategy to diversify into allied business segments. The Company, along with West Coast Oils LLP, established a Joint Venture Company, Amron Oil Resources Private Limited, to manufacture, process, market and distribute specialty bitumen products.

The Companys strategic initiatives in this segment received a positive response during the year. The bulk bitumen supply agreement with Hindustan Petroleum Corporation Limited (HPCL) for the supply of 50,000 MT of VG30 bitumen was renewed for an additional year for the balance tender quantity of 42,200 MT, reaffirming HPCLs confidence in the Companys execution capabilities, product quality and supply reliability. Further, the Company received a Letter of Award (LOA) from Bharat Petroleum Corporation Limited (BPCL) for the supply of paving grade bulk bitumen at Pipavav Port. In addition, the Joint Venture, Amron Oil Resources Private Limited, received a Letter of Allotment (LOA) from Indian Oil Corporation Limited (IOCL) for the supply of bulk bitumen, further strengthening the Groups presence in the specialty bitumen segment.

To enhance its manufacturing capabilities, the Company has also initiated the acquisition of a manufacturing facility at Savli, Gujarat, which will strengthen its ability to manufacture value-added specialty bitumen products. The acquisition is currently under completion, with statutory registrations and other customary transfer formalities in progress.

The Company continued its Base Oil and Fuel Oil trading business on an opportunistic basis, leveraging favourable market conditions.

These initiatives represent significant milestones in the Companys diversification strategy and are expected to support its long-term growth in Indias expanding infrastructure sector.

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

RESEARCH AND DEVELOPMENT

The Company has a dedicated Research and Development (R&D) facility that plays a pivotal role in the development of innovative, energy-efficient, and environmentally sustainable lubricant solutions. The R&D team continuously focuses on enhancing product performance by developing formulations that meet evolving global standards, OEM specifications, regulatory requirements, and changing customer needs. The facility also enables the Company to develop customised products tailored to specific customer applications and industry requirements.

The Companys manufacturing facility, located at Vasai, Valiv Village, Thane District, Maharashtra, has an installed annual production capacity of 80,000 KL, supported by robust manufacturing processes and quality control systems.

QUALITY ASSURANCE AND ACCREDITATIONS

GP Petroleums Limited is committed to upholding the highest standards of quality, operational excellence, occupational health and safety, and environmental stewardship across all its business operations. The Companys manufacturing facility at Vasai operates under internationally recognised management systems, reflecting its unwavering focus on quality, process efficiency, regulatory compliance, and continual improvement. The facility is certified under the following internationally accepted standards:

• ISO 9001:2015 - Quality Management Systems

• ISO 45001:2018 - Occupational Health & Safety Management Systems

• ISO 14001:2015 - Environmental Management Systems

• IATF 16949:2016 - Automotive Quality Management System

The Companys accredited Research and Development Centres complement its manufacturing capabilities by driving continuous innovation, enhancing product performance, and developing advanced formulations that meet evolving industry standards, regulatory requirements, OEM specifications, and customer expectations.

The Companys product portfolio, marketed under its flagship IPOL brand and the globally recognised REPSOL brand under an exclusive licensing arrangement, is well regarded for its superior quality, technical excellence, reliability, and comprehensive range of lubricant solutions, serving diverse automotive and industrial applications across domestic and international markets.

BOARD OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL (SMP)

As on March 31, 2026, 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 Managing Director, 1 (One) is an Executive Director and 1 (One) is Non-Executive Non-Independent Director and the remaining 3 (three) are Non-Executive Independent Directors.

During the year under review, based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors approved the re-designation of Mr. Ayush Goel (DIN: 02889080) from Chairman & Non-Executive Director to Chairman & Managing Director, thereby designating him as a Key Managerial Personnel (KMP) of the Company, which was subsequently approved by the Members through a Postal Ballot and became effective from January 6, 2026.

Apart from the aforesaid re-designation and consequent induction of Mr. Ayush Goel as a Key Managerial Personnel, there were no other changes in the Key Managerial Personnel of the Company during the financial year under review.

As on March 31, 2026, the following are the Key Managerial Personnel (KMPs) of the Company as per Sections 2(51) and 203 of the Act:

a) Mr. Ayush Goel, Chairman & Managing Director

b) Mr. Arjun Verma, Executive Director & Chief Financial Officer

c) Mrs. Kanika Sehgal Sadana, Company Secretary & Compliance Officer

During the year under review, the following changes took place in the Senior Management:

- Mr. Pradeep Kishore Mittal was appointed as the Chief Executive Officer (CEO) - Key Managerial Personnel (KMP) of the Company with effect from October 3, 2025. Subsequently, he was re-designated as CEO - Lubricants and classified as Senior Management Personnel (SMP) with effect from January 7, 2026. Thereafter, he tendered his resignation due to personal reasons, which became effective from the close of business hours on January 31, 2026.

- Mr. Dilip Vaswani was appointed as Senior Advisor - Senior Management Personnel (SMP) of the Company with effect from October 3, 2025.

- Mr. Sunil Kumar Shetty was appointed as Vice President - Human Resources & Administration of the Company with effect from November 17, 2025. Subsequently, based on the recommendation of the Nomination and Remuneration Committee, he was identified and designated as a Senior Management Personnel (SMP) of the Company with effect from January 07, 2026.

- Mr. Tajendra Gupta was appointed as Vice President - Automotive & Technology of the Company with effect from November 26, 2025. Subsequently, based on the recommendation of the Nomination and Remuneration Committee, he was identified and designated as a Senior Management Personnel (SMP) of the Company with effect from January 07, 2026.

- Mr. Farooque Warsi, Head - RPO & Exports, tendered his resignation due to personal reasons, which became effective from the close of business hours on January 9, 2026.

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 43^rd 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 Personnel 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:

> Mr. Sukumaran Jeyakrishnan (DIN: 07234397), an Additional Director (Non-Executive Independent) of the Company has been appointed for the first term of 2 (two) years w.e.f. May 27, 2026, subject to Shareholders approval in ensuing General Meeting.

> Mr. Dilip Vaswani (DIN: 01944741), Senior Advisor (SMP) of the Company was appointed as an Additional Director (Non-Executive Non-Independent) of the Company w.e.f. May 27, 2026, subject to Shareholders approval in ensuing General Meeting.

> Mr. Harshavardhan Sinha (DIN: 09439148) was appointed as an Additional Director (Non-Executive Non-Independent) of the Company w.e.f. July 24, 2026, subject to Shareholders approval in ensuing General

Meeting.

> Ms. Sandra Martyres (DIN: 00798406) was appointed as an Additional Director (Non-Executive Independent) of the Company w.e.f. July 24, 2026, subject to Shareholders approval in ensuing General Meeting.

> Mr. Anil Keswani was appointed as the Chief Operating Officer - Bitumen & Terminalling (SMP), with effect from April 01, 2026. The appointment was approved by the Board of Directors on March 31, 2026, based on the Nomination and Remuneration Committees recommendation via circular resolution.

> Mr. Ajay Navaratne was appointed as the Vice President

- Rubber Process Oil, with effect from July 01, 2026. The appointment as SMP was approved by the Board of Directors on July 24, 2026 based on the recommendation of the Nomination and Remuneration Committee.

> Mrs. Deepa Goel (DIN: 06527480) resigned as a NonExecutive Non-Independent Director (Promoter Group) of the Company with effect from the close of business hours on May 27, 2026.

> Mr. Ashish Garg was appointed as Vice President

- Operations & Supply Chain Management with effect from May 7, 2026. Subsequently, based on the recommendation of the Nomination and Remuneration Committee, the Board designated him as a SMP of the Company with effect from May 27, 2026. Thereafter, Mr. Garg tendered his resignation and ceased to be associated with the Company with effect from the close of business hours on June 30, 2026.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 ("the Act") and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). The Independent Directors have also submitted declarations pursuant to Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations, confirming their independence and affirming compliance with the Code of Conduct prescribed under Schedule IV to the Act. Further, the Independent Directors have also registered their names in the databank maintained by the Indian Institute of Corporate Affairs as mandated in the Companies (Appointment and Qualification of Directors), Rules, 2014 as amended.

The Independent Directors have further confirmed that they are not aware of any circumstance or situation that exists or may reasonably be anticipated to impair or impact their ability to discharge their duties with objective and independent judgement. They have also confirmed compliance with the requirements relating to registration in the Independent Directors Databank in accordance with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended.

The Board has taken on record the aforesaid declarations and confirmations and, after due assessment, is of the opinion that all the Independent Directors possess the requisite integrity, expertise, experience and proficiency as required under the Act and the Rules made thereunder. In the opinion of the Board, the Independent Directors continue to fulfil the conditions of independence specified under the Act and the SEBI Listing Regulations and are independent of the management.

Further, none of the Directors of the Company has been debarred or disqualified from holding the office of Director by virtue of any order of the Securities and Exchange Board of India or any other statutory authority.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place a Nomination, Remuneration and Succession Planning Policy on the appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel.

The Policy, as recommended by the Nomination and Remuneration Committee and approved by the Board, lays down the criteria for identification, selection, appointment, re-appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. It also provides the framework for succession planning, performance evaluation and determining qualifications, positive attributes, independence of Directors and other matters as may be considered appropriate by the Committee and the Board from time to time.

The salient features of the Policy are set out in the Corporate Governance Report forming an integral part of this Annual Report. The Policy is also available on the website of the Company at: https://gppetroleums.co.in/wp-content/ uploads/2025/06/NR-Sucession-Policy.pdf

PERFORMANCE EVALUATION OF BOARD AND ITS VARIOUS COMMITTEES

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out annual performance evaluation of its own functioning, the performance of its Committees and that of the individual Directors.

The evaluation was conducted in accordance with the framework approved by the Nomination and Remuneration Committee and the Board, based on the criteria and parameters prescribed under the applicable statutory provisions. The evaluation covered, inter alia, the effectiveness of the Board and its Committees, the contribution of individual Directors, the quality of decision-making and the overall governance framework.

The manner of evaluation, the criteria adopted and the process followed are set out in the Corporate Governance Report forming an integral 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

Pursuant to the provisions of Section 139 of the Companies Act, 2013, the Members of the Company, at the 41^st Annual General Meeting, approved the appointment of M/s. J Mandal & Co. LLP, Chartered Accountants (Firm Registration No. 302100E/N500422), as the Statutory Auditors of the Company for a term of five consecutive years, commencing from the conclusion of the 41^st Annual General Meeting until the conclusion of the 46^th Annual General Meeting.

The Statutory Auditors have audited the Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2026 and have issued their Audit Reports dated May 27, 2026 with an unmodified opinion thereon.

The Auditors Reports do not contain any qualification, reservation, adverse remark or disclaimer. The notes to the financial statements referred to in the Auditors Reports are self-explanatory and, therefore, do not call for any further explanation from the Board under Section 134(3)(f) of the Companies Act, 2013.

Further, during the financial year under review, the Statutory Auditors have not reported any fraud under Section 143(12) of the Companies Act, 2013. Accordingly, the disclosure requirement under Section 134(3)(ca) of the Act is not applicable.

SECRETARIAL AUDITORS AND AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the rules made thereunder, Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the circulars issued thereunder from time to time, the Members of the Company, at the 42^nd Annual General Meeting, approved the appointment of M/s. Pusalkar & Co., Practising Company Secretaries, a Peer Reviewed firm holding Peer Review Certificate No. 5407/2024, as the Secretarial Auditors of the Company for a term of five consecutive years, commencing from the conclusion of the 42^nd Annual General Meeting and continuing until the conclusion of the 47^th Annual General Meeting.

The Secretarial Audit Report for the financial year ended March 31, 2026, issued by M/s. Pusalkar & Co., Practising Company Secretaries, is annexed to this Report. The Secretarial Audit Report and the Annual Secretarial Compliance Report issued under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 do not contain any qualification, reservation, adverse remark or disclaimer.

During the financial year under review, the Secretarial Auditors have not reported any fraud under Section 143(12) of the Companies Act, 2013. Accordingly, the disclosure requirement under Section 134(3)(ca) of the Act is not applicable.

INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, M/s. PNG & Co., Chartered Accountants, acted as the Internal Auditors of the Company for the financial year under review and conducted the internal audit in accordance with the approved internal audit plan.

Based on the recommendation of the Audit Committee, the Board of Directors has re-appointed M/s. PNG & Co., Chartered Accountants, as the Internal Auditors of the Company for the financial year 2026-27.

COST AUDITORS

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended, the Company is required to maintain cost records and have such records audited in respect of its applicable products. Accordingly, the Company has maintained the prescribed cost records for the financial year under review.

Based on the recommendation of the Audit Committee, the Board of Directors has re-appointed Mr. Dilip Murlidhar Bathija, Cost Accountant, as the Cost Auditor of the Company to conduct the audit of the cost records for the financial year 2026-27.

The Company has received a certificate from the Cost Auditor confirming his eligibility and independence to conduct the cost audit in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

As required under Section 148(3) of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor for the financial year 2026-27 is being placed before the Members for ratification at the ensuing Annual General Meeting.

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

The Company has established a robust Risk Management Framework and has in place a comprehensive Risk Management Policy for the identification, assessment, monitoring and mitigation of risks that may impact the achievement of its business objectives.

The Risk Management Committee periodically reviews the key business risks, evaluates the effectiveness of the mitigation measures and recommends appropriate actions, wherever necessary.

The Board, through the Risk Management Committee, oversees the implementation and effectiveness of the risk management framework to ensure that significant risks are appropriately identified, assessed and mitigated.

The composition, terms of reference and other relevant details relating to the Risk Management Committee are provided in the Corporate Governance Report, which forms an integral part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

The Company remains committed to discharging its Corporate Social Responsibility ("CSR") obligations in accordance with the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The Annual Report on CSR activities, containing the particulars prescribed under the Companies Act, 2013 and the applicable Rules, is annexed to this Report.

The composition of the CSR Committee, its terms of reference, number of meetings held during the financial year and attendance of its members are provided in the Corporate Governance Report forming an integral part of this Annual 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.

During the year, the Company participated in the 100 Days Investor Awareness and Services Campaign - Niveshak Shivir by undertaking investor awareness initiatives in coordination with its Registrar and Share Transfer Agent. As part of the campaign, shareholders were encouraged to update their KYC particulars, nomination details, PAN and Aadhaar, dematerialise physical securities and resolve pending investor service requests, thereby promoting investor awareness and enhancing shareholder services.

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 43^rd 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

The Company is committed to providing a safe, secure and inclusive work environment and has zero tolerance for any form of sexual harassment at the workplace. In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the Rules framed thereunder, the Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace and has constituted an Internal Committee comprising both of internal members and an external independent member with relevant experience to redress complaints relating to sexual harassment.

The Company undertakes periodic awareness and sensitisation programmes to promote a respectful workplace and to create awareness regarding the provisions of the POSH Act and the Companys policy. During the financial year under review, the Internal Committee held two (2) meetings.

The status of complaints received and disposed of during the financial year under review is as under:

Particulars	Number
Number of complaints pending at the beginning of the year	Nil
Number of complaints received during the year	Nil
Number of complaints disposed off during the year	Nil
Number of complaints pending at the end of the year	Nil

The Board reaffirms its commitment to maintaining a workplace that is free from discrimination, harassment and retaliation, and to ensuring compliance with the provisions of the POSH Act.

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company is committed to providing a safe, inclusive and supportive workplace for its employees and remains fully compliant with the provisions of the Maternity Benefit Act, 1961 and the rules made thereunder.

The Company extends all statutory maternity benefits to eligible women employees in accordance with the applicable provisions of the Act and has established appropriate policies and processes to ensure effective implementation of the same.

During the financial year under review, no employee availed maternity benefits. The Company continues to maintain the necessary systems and practices to ensure compliance with the applicable statutory requirements and to support eligible employees whenever required.

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 employees are its most valuable asset and recognizes that a motivated, skilled and engaged workforce is fundamental to achieving sustainable growth and long-term success.

The Company is committed to fostering an inclusive, collaborative and performance-driven work environment that encourages innovation, continuous learning and professional development. Through various talent management initiatives, learning and development programmes and employee engagement activities, the Company continues to strengthen the capabilities of its workforce while promoting a culture of integrity, teamwork and excellence.

CODE OFCONDUCT

The Company has adopted a Code of Conduct applicable to the Members of the Board of Directors and Senior Management Personnel, which sets out the principles of ethical conduct, integrity, transparency and accountability expected in the conduct of the Companys business. The Code also incorporates the duties of Independent Directors as prescribed under the Companies Act, 2013 and reflects the Companys commitment to maintaining the highest standards of corporate governance.

The Company follows a zero-tolerance approach towards bribery, corruption and unethical business practices and expects all Directors and Senior Management Personnel to conduct themselves in accordance with the highest standards of professional and ethical behaviour.

The Code of Conduct is available on the website of the Company. All Members of the Board and Senior Management Personnel have affirmed compliance with the Code for the financial year ended March 31, 2026, as required under Regulation 26(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A declaration to this effect, signed by the Chairman & Managing Director, forms part of the Corporate Governance 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.

The Vigil Mechanism provides adequate safeguards against victimisation of whistle blowers and ensures confidentiality and protection to persons reporting genuine concerns. The Policy also provides for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases.

The Board hereby confirms that during the financial year under review, no person was denied access to the Chairman of the Audit Committee under the Vigil Mechanism.

The Whistle Blower Policy is available on the website of the Company and can be accessed at https://gppetroleums. co.in/wp-content/uploads/2025/03/Vigil-Mechanism-and- Whistle-Blower-Policy.pdf

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

Pursuant to the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted a 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")

The aforesaid Codes are designed to regulate, monitor and report trading by Designated Persons and their immediate relatives, promote ethical standards of conduct, and ensure timely and adequate disclosure of UPSI in compliance with the applicable regulatory framework. The Codes also prescribe the procedures to be followed and disclosures to be made by Designated Persons while dealing in the securities of the Company.

The aforesaid Codes are available on the website of the Company.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the applicable SEBI Circulars, the requirement to include a Business Responsibility and Sustainability Report (BRSR) in the Annual Report is applicable to the top 1,000 listed entities based on market capitalization.

As the Company does not fall within the top 1,000 listed entities based on market capitalization as on the relevant date prescribed by SEBI, the requirement to include a Business Responsibility and Sustainability Report for the financial year under review is not applicable to the Company.

PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS

The particulars of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are disclosed in the Notes to the Financial Statements forming part of this Annual Report.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and foreign exchange outgo, as required under Section 134(3)(m) 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

During the financial year under review, the Company did not accept or renew any deposits falling within the ambit of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Accordingly, there were no deposits outstanding as on March 31, 2026 and the disclosure requirements relating to deposits not in compliance with the provisions of Chapter V of the Companies Act, 2013 are not applicable to the Company.

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 Board has constituted various Committees in accordance with the requirements of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The details relating to the composition of the Committees, their terms of reference, number of meetings held during the financial year and attendance of the members thereat are provided in the Corporate Governance Report, which forms an integral part of this Annual Report.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board met 7 (seven) times during the Financial Year 2025-26 i.e. on April 11, 2025, May 28, 2025, August 12, 2025, September 30, 2025, November 14, 2025, January 06, 2026 and February 14, 2026. Detailed information about the same is given in the Corporate Governance Report.

SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANY

Your Company does not have any subsidiary or associate company as on March 31, 2026.

As on March 31, 2026, the Company has one Joint Venture, namely Amron Oil Resources Private Limited, in which it holds a 50% equity stake. The Joint Venture Company is engaged in the business of trading various grades of bitumen. It caters to the requirements of infrastructure, road construction and other industrial customers by sourcing and supplying bitumen across different markets.

CORPORATE GOVERNANCE REPORT

Pursuant to the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate Report on Corporate Governance forms an integral part of this Annual Report.

The requisite certificate from the Secretarial Auditors confirming compliance with the conditions of Corporate Governance as stipulated under the SEBI Listing Regulations is annexed to and 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 financial year under review, the Company has complied with the applicable Secretarial Standards, namely Secretarial Standard-1 (SS-1) on Meetings of the Board of Directors and Secretarial Standard-2 (SS-2) on General Meetings, as issued by the Institute of Company Secretaries of India and notified under the provisions of the Companies Act, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed Management Discussion and Analysis Report forms an integral part of this Annual Report. The report, inter alia, provides an overview of the industry and economic environment, the Companys operational and financial performance, opportunities and threats, risks and concerns, internal control systems and their adequacy, human resources, and other material developments during the financial year under review.

CORPORATE WEBSITE

The Companys official website, www.gppetroleums.co.in, serves as an important platform for providing timely and relevant information to its stakeholders. It contains comprehensive information on the Companys corporate profile, products and services, financial results, statutory disclosures, corporate governance practices, policies, investor-related information and other material updates, in compliance with the applicable provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws.

The Company continues to enhance its digital presence by ensuring that the website remains current, user-friendly and easily accessible, thereby facilitating transparent communication and effective 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 application was made, nor were any proceedings pending against the Company under the provisions of the Insolvency and Bankruptcy Code, 2016. Further, the Company did not enter into any one-time settlement with any Bank or Financial Institution.

(ii) Accordingly, the disclosure relating to the difference between the amount of valuation carried out at the time of a one-time settlement and the valuation undertaken while availing loans from Banks or Financial Institutions, along with the reasons therefor, is not applicable.

(iii) The Company has not issued any shares with differential voting rights or sweat equity shares.

CAUTIONARY STATEMENT

Certain statements contained in this Directors Report and its Annexures may constitute "forward-looking statements" within the meaning of applicable securities laws and regulations. These statements are based on the Companys current expectations, assumptions, estimates and projections regarding its future business, operations and financial performance.

Actual results may differ materially from those expressed or implied in such forward-looking statements due to various risks and uncertainties, including, but not limited to, changes in economic conditions, government policies and regulations, taxation laws, market conditions, industry developments, competitive environment and other factors beyond the Companys control. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

ACKNOWLEDGEMENT & APPRECIATION

Your Directors place on record their sincere appreciation for the dedication, commitment and valuable contributions of all employees, whose continued efforts have been instrumental in the Companys performance during the year.

The Board also expresses its gratitude to the Companys shareholders, customers, dealers, distributors, suppliers, bankers, lenders, business associates, consultants, government and regulatory authorities, stock exchanges and all other stakeholders for their continued trust, confidence and support.

Your Directors remain committed to creating sustainable value for all stakeholders and look forward to their continued support as the Company pursues its strategic objectives and future growth opportunities.

	On behalf of the Board of Directors of
	GP Petroleums Limited
Place: Mumbai	Ayush Goel
Date: July 24, 2026	Chairman & Managing Director