GP Petroleums Postal Ballot for ₹100 Cr OCD Issue

Cut-off Date for Shareholder Eligibility: Friday, September 25, 2026
Type of Meeting: Postal Ballot (no physical meeting)
Remote e-voting Period: Friday, October 02, 2026 at 9:00 a.m. IST to Saturday, October 31, 2026 at 5:00 p.m. IST
Results Declaration: Within 2 days of conclusion of voting period

Appointed as Additional Director (Independent) effective August 12, 2026
Seeking approval for first term of two consecutive years from August 12, 2026 to August 11, 2028
Strategic consultant with expertise in legal strategy, corporate governance, and enterprise risk
Recognized by Forbes India as Top General Counsel (2021-2023)
Currently holds no shares in the company

Appointed as Additional Director (Independent) effective September 21, 2026
Seeking approval for first term of two consecutive years from September 21, 2026 to September 20, 2028
UK-based investment professional and entrepreneur, Founder & Director of Optimus Investments
Serves as Non-Executive Independent Director for Vedanta Power Limited
Currently holds no shares in the company

Issue Size: Up to 1,000 OCDs of face value ₹10,00,000 each, aggregating ₹100 crore
Investor: RevX Special Credit Opportunities Fund II (PAN: AAFTR9792R)
Conversion Terms: 1:16105 ratio at predetermined conversion price of ₹62.09 per equity share
Tenor: Up to 18 months from date of allotment
Coupon: 13% per annum compounded monthly, payable quarterly
Redemption Premium: 6.50% per annum compounded monthly
Additional Coupon: 1.50% of amount disbursed, payable on allotment date
Default Interest: 2% per month over above amounts
Lock-in Period: 6 months for make-whole provision
Regulatory Lock-in: 1 year for OCDs as per SEBI ICDR Regulations

The OCDs will be secured by:

First ranking pari passu charge with Axis Bank Limited and Investor affiliates over current assets and movable assets
First ranking pari passu mortgage over multiple immovable properties including:
Office units 803 & 804 in Ackruti Star, Mumbai (464.14 sq. mtrs. and 723.71 sq. mtrs.)
Industrial plot in Valliv, Vasai (10,000 sq. yards)
Warehouse and land in Raliawas, Rewari, Haryana
Land in Umargam, Valsad, Gujarat
Land and building in Mundka, Delhi
Exclusive first ranking charge over ISRA fixed deposits/mutual funds
First ranking pari passu charge over escrow account with 100% cash flow deposit
First ranking pari passu pledge over company shares
Cross-collateralization with NCDs over Incubit Pipavav Terminal Private Limited assets
Post-dated cheques, demand promissory notes, and other negotiable instruments

Voting Method: Remote e-voting only through NSDL platform
No physical copies of ballot materials sent to shareholders
E-voting website: https://www.evoting.nsdl.com/
Shareholders can vote through:
NSDL demat account login
CDSL Easi/Easiest facility
Physical folio number login
Scrutinizer: Mr. Harshad Pusalkar (M/s. Pusalkar & Co., Practicing Company Secretary, Membership No. F10576)
Scrutinizer will submit report to Chairman after completion of scrutiny

Voting Rights: Proportional to shareholding as on cut-off date (September 25, 2026)
Results: To be declared within 2 days of conclusion of voting period
Results will be communicated to BSE and NSE
Results will be displayed on NSDL website and company website (www.gppetroleums.co.in)
Resolutions deemed passed on last date of e-voting (October 31, 2026) if approved by requisite majority

The postal ballot process complies with:

The ₹100 crore proceeds will be utilized for:

General corporate purposes, working capital, and general business requirements
Repayment/refinancing of existing secured indebtedness (as approved by Investor)
Payment of transaction costs, fees, stamp duty, and expenses related to OCDs
Utilization monitored through escrow account with end-use certificate from independent Chartered Accountant