GP Petroleums Limited

Execution of Share Purchase Agreement for Acquisition of Stake in Incubit Pipavav Terminal Private Limited

GP Petroleums Limited (the Company) has executed a Share Purchase Agreement (SPA) on November 11, 2026, for the acquisition of a 22.45% stake in Incubit Pipavav Terminal Private Limited (IPTPL).

Main Body

Nature and Terms of the Agreement:

  • The agreement was executed with IPTPL and its selling shareholders, Incubit Holding Pte. Ltd. and Mrs. Anita Goyal.
  • The aggregate consideration for the 22.45% stake is up to ₹44,26,97,141 (Rupees Forty-Four Crore Twenty-Six Lakh Ninety-Seven Thousand One Hundred and Forty-One only).
  • The payment will be made in one or more tranches over a period of one year.
  • The agreement provides GPPL with the right to nominate director(s) for appointment to the Board of IPTPL in accordance with the agreed terms.

Strategic Rationale:

The acquisition is a strategic investment to strengthen the Company's strategic and operational presence at Pipavav and to leverage potential synergies through access to IPTPL's tank storage/rental space, terminal facilities, and related infrastructure.

Regulatory and Shareholder Approvals:

The disclosure is made pursuant to Regulation 30 and Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with SEBI Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024.

Other Key Announcements

Related Party Transaction (RPT):

  • The acquisition of shares from Incubit Holding Pte. Ltd. is not a Related Party Transaction.
  • However, the acquisition of shares from Mrs. Anita Goyal constitutes a Related Party Transaction under SEBI LODR Regulations, as she forms part of the promoter group of GP Petroleums Limited.
  • This RPT is being undertaken on an arm's length basis and is supported by an independent valuation report.