Directors' Report


Dear Shareholders,

Your Directors' present herewith the 43rd 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 Company's 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 Company's 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
Company's 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 Company's 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 Director's remain confident of the Company's 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 Company's Dividend Distribution
Policy. The Dividend Distribution Policy is available on the Company's 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 Company's 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 Repsol's
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 Company's 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 Company's 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 HPCL's confidence in the Company's
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
Group's 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 Company's diversification
strategy and are expected to support its long-term growth in India's 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 Company's 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 Company's 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 Company's 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 Company's 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 43rd 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 Committee's
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 Company's state of affairs as at the end of the Financial Year and of the Company's
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 Company's 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 41st 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 41st Annual General Meeting until
the conclusion of the 46th 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 Auditor's Reports do not contain any qualification, reservation, adverse remark or
disclaimer. The notes to the financial statements referred to in the Auditor's 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 42nd 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 42nd
Annual General Meeting and continuing until the conclusion of the 47th 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 43rd 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 Company's 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
Company's business. The Code also incorporates the duties of Independent Directors as
prescribed under the Companies Act, 2013 and reflects the Company's 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 Company's 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 Company's 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 Company's 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 Company's 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 Company's 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 Company's 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 Company's 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 Company's performance during the year.

The Board also expresses its gratitude to the Company's 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