GP Petroleums Enters Project Petroleum Exclusivity Agreement

Date: August 26, 2026

The Company has entered into an Exclusivity Agreement with Incubit DMCC and its affiliates on August 26, 2026.
The agreement is in connection with the Company's evaluation of a potential strategic acquisition referred to as "Project Petroleum".
The transaction involves various assets in India, UAE, Mauritius and East Africa.

Nature of Entity: Incubit DMCC and its affiliates
Transaction Type: Potential strategic acquisition of assets
Geographic Scope: Assets across India, UAE, Mauritius and East Africa
Exclusivity Period: 4 months from the Effective Date
Exclusivity Fee: USD 100,000, payable within 10 business days of execution
Fee Adjustment: The Exclusivity Fee shall be adjusted against the consideration payable upon completion of the proposed transaction
Restrictions: Incubit and its affiliates are restricted from pursuing or negotiating any alternative transaction during the Exclusivity Period
Conditions: Subject to satisfactory completion of due diligence, valuation, finalisation of definitive terms and conditions, and receipt of requisite corporate, regulatory and other approvals

Incubit DMCC forms part of the related party group due to Mr. Harshavardhan Sinha's shareholding in Incubit DMCC and Incubit Energy Singapore Pte. Ltd.
Incubit Energy Singapore Pte. Ltd. holds a 13.89% stake in GP Petroleums Limited
Mr. Harshavardhan Sinha holds common directorship in both GP Petroleums Limited and Incubit DMCC
Necessary approvals have been obtained for the related party transaction aspect
Any further approvals and compliances will be obtained in accordance with applicable laws and regulations

The agreement provides exclusivity for evaluation and negotiations only
Does not create an obligation to consummate the proposed transaction
Agreement may terminate upon expiry of the Exclusivity Period and execution of definitive agreements
No shareholding of GP Petroleums Limited in Incubit DMCC