Your Directors' present herewith the 42^nd Annual Report together with Audited Financial Statements of your Company for the
financial year ended March 31, 2025.

FINANCIAL HIGHLIGHTS

PERFORMANCE OF THE COMPANY

Your Company has shown resilience and strategic agility in
managing a complex mix of external and industry-specific
challenges, despite a volatile global environment.

During the financial year under review, the Company reported
total revenue of ' 612 Crores, as against ' 657 Crores. in the
previous year. This decline was primarily attributable to a
reduction in trading sales volume, in line with our strategic
decision to optimize and rationalize non-core trading
activities in favor of improving operational efficiency and
profitability.

Due to this strategic planning, though the Company recorded
a decline in absolute profit (PBT) of 4.5% from ' 37.2 Crores.
in FY 2024 to ' 35.5 Crores. in FY 2025, it is noteworthy that
the profit margins (PBT) were maintained at 5.8% for FY
2025 vs 5.7% for FY 2024, reflecting our strong focus on cost
optimization, efficient operational practices, and a balanced
product mix.

GP Petroleums, a key player in the lubricant manufacturing
industry, is significantly reliant on base oil which is a crude oil
derivative as its core input. The year was deeply influenced by
ongoing geopolitical tensions in the Middle East and Eastern
Europe, particularly in oil-producing and transit regions.

These conflicts not only disrupted the supply of crude and
refined oil products but also introduced uncertainty in pricing
and shipping routes.

Due to the aforementioned external challenges, our core
manufacturing business segment experienced pressure,
limiting our ability to enhance overall profitability during the
year. Despite these headwinds, we are pleased to report that
our automotive lubricants division demonstrated resilience
and recorded a commendable growth of 6% in both revenue
and profitability, reflecting the strength of our brand,
distribution network, and customer-centric product offerings.

Backed by a solid foundation, focused execution, and a
clear strategic vision, your Company is well-positioned to
navigate uncertainties and capitalize on emerging growth
opportunities in the year ahead.

DIVIDEND

To conserve cash for the Company's growth and for strategic
reasons, the Board of Directors of the Company do not
recommend any Dividend for the Financial Year 2024-25.

TRANSFER TO RESERVE

Your Company has not transferred any amount of profits to
reserves for the Financial Year 2024-25.

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, and
naphthenic oils, along with secondary plasticizers, 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 the IPOL brand, the Company offers a wide portfolio
of automotive lubricants catering to various segments of
the Bazaar Trade. These include Diesel Engine Oils (DEO),
Passenger Car Motor Oils (PCMO), Motorcycle Oils (MCO),
gear and transmission oils, greases, and specialty products.

Additionally, the Company holds an exclusive license from
Repsol S.A., Spain, to manufacture and market its range
of lubricants in India. The Repsol brand, with its strong
association with MotoGP, primarily focuses on the premium
MCO segment. These products are formulated to meet the
latest engine requirements and are compliant with BS VI
emission norms. The partnership with Repsol was renewed in
2022 for an additional period of five years.

Research and Development:

The Company has a dedicated and efficient R&D facility that
supports the development of innovative, energy-efficient, and
environmentally sustainable products. Our R&D team ensures
that product formulations are aligned with evolving global
standards, OEM specifications, and market expectations.
Customised solutions are developed to address specific
customer requirements.

The Company's manufacturing facility is located at Vasai,
Valiv Village, in the Thane district of Maharashtra, with an
installed annual production capacity of 80,000 KL.

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

QUALITY ASSURANCE AND ACCREDITATIONS

GP Petroleums Limited remains committed to maintaining
the highest standards of quality, safety, and environmental
sustainability across its operations. The Company's
manufacturing facility at Vasai is certified with multiple
international standards, reflecting its robust quality and
management systems. These certifications include:

• ISO 9001:2015 - Quality Management Systems

• ISO 45001:2018 - Occupational Health & Safety
Management

• ISO 14001:2015 - Environmental Management Systems

• IATF 16949:2016 - Quality Management System specific
to Automotive OEMs

The Company's accredited R&D Centres play a vital role in
supporting continual improvements in product formulations,
ensuring adherence to global quality benchmarks, and
enhancing performance across product lines.

Our products, marketed under the trusted IPOL and
REPSOL brands, are widely recognized in the industry for
their consistently high quality, technical reliability, and
comprehensive range.

BOARD OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL

As on March 31, 2025, 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 an Executive Director, 2 (two) are Non-Executive Non¬
Independent Directors and the remaining 3 (three) are Non¬
Executive Independent Directors.

During the year under review, the following changes took place
in the composition of the Board and Senior Management:

• Mrs. Stuti Kacker (DIN: 07061299), Non-Executive
Independent Director, was re-appointed for a further
term of two (2) years w.e.f. August 05, 2024.

• Mr. Ashok Kumar Gupta (DIN:08786735) was appointed
as a Non-Executive Independent Director for a term of 2
(two) consecutive years w.e.f. August 13, 2024.

• Mr. Mahesh Damle (DIN: 08261516), completed his
second and final term as an Independent Director and
ceased to be a Director of the Company w.e.f. the close of
business hours on October 28, 2024.

• Mr. Rajesh Mittal (DIN: 00231710) was appointed as a
Non-Executive Independent Director for a term of 2 (two)
consecutive years w.e.f. January 18, 2025.

• Mr. Bhaswar Mukherjee (DIN: 01654539), completed his
second and final term as an Independent Director and
ceased to be a Director of the Company w.e.f. the close of
business hours on February 11, 2025.

• Mr. Manish Thapar, Business Head - Automotive of
the Company (SMP), tendered his resignation due to
personal reasons and ceased to hold the said position
w.e.f. the close of business hours on October 31, 2024.

The Board places on record its sincere appreciation for the
leadership, guidance, and meaningful contributions of the
Directors during their respective tenures. Their steadfast
commitment to strong governance practices and their active
role in shaping the Company's long-term growth trajectory
have been truly commendable.

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 42^nd 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 Person 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:

• The Company has signed a Joint Venture Agreement with
West Coast Oils LLP on May 06, 2025 to establish a joint
venture company for the purpose of engaging in the
business of manufacturing and trading of the specialty
bitumen products and other allied commodities - all

types and grades of Bitumen Emulsions, PMB (Polymer
Modified Bitumen), CRMB (Crumb Rubber Modified
Bitumen) and other value added Bitumen Products.

• The Company has entered into a Share Purchase
Agreement on June 07, 2025, to acquire 50% stake
in Amron Oil Resources Private Limited (the "Target
Company") to form it as its JV Company in association
with West Coast Oils LLP.

• The Company has executed Manufacturing and
Marketing Agreement with Delta Fuel and Lubricants
Nigeria Limited, based in Lagos, Nigeria (Manufacturer/
Distributor) on July 08, 2025, to manufacture/blend,
supply and market products under the brand name IPOL
in the territory of Nigeria and other West African markets.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of the Company have submitted
declarations under the provisions of Section 149(7) of the
Companies Act, 2013 and Regulation 25(8) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 ("SEBI Listing Regulations"), confirming that they meet
the criteria of independence as prescribed under Section
149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing
Regulations. They have also affirmed that they are not
aware of any circumstance or situation which exists or may
be reasonably anticipated that could impair or impact their
ability to discharge their duties as Independent Directors
with objective and independent judgment and without any
external influence. Further, all Independent Directors have
complied with the provisions of Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014 (as
amended), pertaining to the inclusion of their names in the
Independent Directors' Databank. There has been no change
in the circumstances affecting their continued status as
Independent Directors of the Company. Moreover, none of the
Directors of the Company have been debarred or disqualified
from holding the office of Director pursuant to any order
issued by SEBI or any other statutory authority.

The Board has taken on record the declarations and
confirmations submitted by the Independent Directors after
undertaking due assessment of the veracity of the same.
In the opinion of the Board, all the Independent Directors
possess requisite qualifications, experience, expertise
(including proficiency in terms of Section 150(1) of the Act
and applicable rules thereunder) and hold high standards of
integrity required to discharge their duties with an objective
independent judgment and without any external influence.

POLICY ON DIRECTORS' APPOINTMENT AND
REMUNERATION

The Company has adopted a comprehensive Nomination,
Remuneration and Succession Planning Policy, formulated
in line with the recommendations of the Nomination and
Remuneration Committee of the Board. This policy governs the
appointment and remuneration of Directors, Key Managerial
Personnel (KMPs), and Senior Management, and is aligned

with the provisions of Section 178 of the Companies Act, 2013
and the applicable provisions of the SEBI Listing Regulations.

The policy outlines the criteria for identifying and evaluating
individuals for appointment to the Board and senior positions,
as well as the framework for determining their compensation,
keeping in view factors such as qualifications, experience,
performance, and industry benchmarks.

The salient features of the policy are provided in the Corporate
Governance Report, which forms part of this Annual Report,
and the complete policy is available on the Company's website
at: https://gppetroleums.co.in/wp-content/uploads/2025/06/
NR-Sucession-Policy.pdf

PERFORMANCE EVALUATION OF BOARD AND ITS
VARIOUS COMMITTEES

In compliance with the provisions of the Companies Act, 2013,
and the SEBI Listing Regulations, as amended from time
to time, the Board of Directors has undertaken an annual
evaluation of its own performance, the performance of its
various Committees, and that of the individual Directors.

The evaluation process was based on a well-defined set of
parameters. The manner, criteria, and process of evaluation
have been detailed in the Corporate Governance Report,
which forms 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

The Shareholders of the Company at the 41^st Annual General
Meeting, had approved the appointment of M/s. J Mandal
and Co. LLP, Chartered Accountants (Firm registration No.
302100E/500422N), as the Statutory Auditors of the Company
for a term of 5 years commencing from the conclusion of the
41^st Annual General Meeting till the conclusion of the 46^th
Annual General Meeting.

The Statutory Auditors' vide their report dated May 28, 2025,
have expressed an unmodified opinion on the Audited
Financial Statements for the year ended March 31, 2025. The
report of the Statutory Auditors read with notes to account
being self-explanatory needs no further clarification. No
qualification, reservation or adverse remark has been
reported in the Auditor's Report.

SECRETARIAL AUDITORS AND AUDIT REPORT

The Board, at its meeting held on May 28, 2025, based
on the recommendation of the Audit Committee, has
considered, approved, and recommended to the Members
of the Company, the appointment of M/s. Pusalkar & Co.,
Practicing Company Secretaries as Secretarial Auditors of
the Company. The proposed appointment is for a term of 5
(five) consecutive years from the financial year 2025-26 to
the financial year 2029-30, on payment of such remuneration

as may be mutually agreed upon with Secretarial Auditors.
M/s. Pusalkar & Co., have confirmed that they are not
disqualified from being appointed as the Secretarial Auditors
of the Company and satisfy the prescribed eligibility criteria.
The Secretarial Audit Report and the Secretarial Compliance
Report for the financial year 2024-25, does not contain any
qualification, reservation, or adverse remark.

During the year under review, the Secretarial Auditors have
not reported any instances of fraud under Section 143(12)
of the Act and therefore disclosure of details under Section
134(3)(ca) of the Act is not applicable. For further details on
the proposed appointment of Secretarial Auditors, please
refer to the 42^nd Notice of AGM.

INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies
Act, 2013, M/s. Jain Mittal Chaudhary & Associates carried out
the internal audit of the Company for the year under review.

The Board on the recommendation of the Audit Committee
has appointed M/s. PNG & Co., Chartered Accountant, as the
Internal Auditors of the Company to conduct the internal audit
in fair and transparent manner for the Financial Year 2025-26.

COST AUDITORS

Pursuant to the provisions of Section 148 of the Companies
Act, 2013 read with the Companies (Cost Records and Audit)
Amendment Rules, 2014, as amended from time to time, your
Company has been carrying on Cost Audit of the Company
and accordingly such accounts and records are maintained
by the Company.

The Board on the recommendation of the Audit Committee has
re-appointed Mr. Dilip Murlidhar Bathija, Cost Accountants,
as the Cost Auditors for conducting the cost audit of your
Company for the Financial Year 2025-26. The Company has
also received necessary certificate(s) from the Cost Auditors
under Section 141 of the Act, conveying his eligibility to act as
a Cost Auditor.

As required under the Companies Act, 2013, a resolution
seeking member's approval for ratification and consideration
of the remuneration payable to the Cost Auditor forms part of
the Notice convening 42^nd AGM.

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

Your Company has laid down a well-defined risk management
framework to identify, assess and monitor risks and strengthen
controls to mitigate risks and also has a comprehensive Risk
Management Policy in place.

The Risk Management Committee meets at periodical
intervals to review various elements of risk categorized into

high, medium and low risk areas and the Board through the
Committee monitors the risk mitigation measures to ensure
that the risks are mitigated through appropriate measures
undertaken and the probability of recurrence is minimized.
Relevant details of the Committee and its working to mitigate
the risk is provided in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY

Detailed information on Corporate Social Responsibility
Policy developed and implemented by the Company on CSR
initiatives taken during the year pursuant to Section 135 of
the Companies Act, 2013, as Annual Report on CSR activities is
annexed to this Report. Other relevant details in relation to CSR
Committee, such as terms of reference of the CSR Committee,
number and dates of meetings held and attendance of the
Directors are given separately in the Corporate Governance
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.

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 42^nd 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

Your Company remains committed to providing a safe,
respectful, and inclusive work environment for all employees,
particularly women, and has adopted a Zero Tolerance Policy
towards any form of sexual harassment at the workplace.
The Company has formulated and implemented a Policy on
Prevention, Prohibition and Redressal of Sexual Harassment
at Workplace, in alignment with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and the Rules framed thereunder.

The policy is applicable to all women employees of the
Company, whether permanent, contractual, temporary, or
trainees, across all locations. It sets out clear definitions,
redressal mechanisms, and responsibilities to ensure that all
employees can work in an environment free of harassment,
intimidation, and abuse.

In accordance with the said Act, the Company has constituted
an Internal Complaints Committee (ICC), comprising both
internal members and an external independent member
with relevant experience. The ICC is empowered to receive,
investigate, and redress complaints, and it functions with
complete confidentiality and impartiality.

The Company conducts regular awareness programs,
sensitization workshops, and training sessions across
locations to educate employees about the policy, their rights,
and the procedure for reporting incidents. These initiatives
reinforce the Company's commitment to fostering a culture of
respect and accountability.

During the financial year under review, no complaints of
sexual harassment were received by the Internal Complaints
Committee.

Your Board of Directors reaffirms its commitment to upholding
the dignity of every individual at the workplace and ensuring
a safe working environment for all.

COMPLIANCE WITH THE MATERNITY BENEFIT ACT,
1961

Your Company remains committed to ensuring a safe and
supportive work environment for all women employees and
complies with the provisions of the Maternity Benefit Act, 1961
and the rules framed thereunder.

The Company extends all statutory benefits to eligible women
employees, including paid maternity leave, medical bonus,
nursing breaks, protection against dismissal during maternity,
and continuity of service and benefits in accordance with the
applicable law.

Women employees are entitled to 26 weeks of paid maternity
leave for the first two children and 12 weeks for subsequent
children, along with additional leave for complications
arising from pregnancy or related medical conditions. The
Company's policies are aligned with the Act to safeguard the
health, dignity, and financial security of women employees
during and after maternity.

During the financial year under review, there were no
employees who availed maternity benefits. Nonetheless, the
Company remains fully compliant with the provisions of the
Act and continues to maintain necessary systems, processes,
and awareness to ensure timely support to eligible employees.

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 people are its greatest
strength, and acknowledges the critical role of human capital
in driving sustained growth and organizational success.
We deeply value the talent, integrity, and dedication of our
employees, recognizing them as one of the most vital assets
of the Company.

We foster a culture of entrepreneurship, collaboration,
and teamwork, which not only motivates employees but
also nurtures innovation and high performance. Our work
environment is inclusive, supportive, and designed to
empower individuals to reach their full potential.

The Company has been successful in attracting and retaining
key talent, owing to its competitive compensation structures,
robust learning and development initiatives, and clearly
defined career growth opportunities. Our focus on continuous
learning and upskilling ensures that employees are well-
equipped to meet evolving industry demands and embrace
emerging technologies.

This employee-centric approach has helped us build a
cohesive, high-performing team that consistently contributes
to the Company's strategic goals and operational excellence.

CODE OFCONDUCT

The Company has adopted a Code of Conduct applicable
to all its Board members and senior management, which
includes the roles, responsibilities, and liabilities of
Independent Directors as prescribed under the Companies
Act, 2013 as the Company believes in "Zero Tolerance"
against bribery, corruption and unethical dealings/behavior
in any form and the Board has laid down certain directives
to counter such acts. Such code of conduct has also been
placed on the Company's website. All Board members and
senior management personnel (as per Regulation 26 (3) of
the SEBI Listing Regulations) have affirmed compliance with
the applicable Code of Conduct. A declaration to this effect,
signed by the WTD & CFO, forms part of this 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.

This mechanism ensures adequate safeguards to protect
whistle blowers from any form of victimization or harassment
and enables direct access to the Chairman of the Audit
Committee, in appropriate or exceptional cases.

It is hereby affirmed that no personnel have been denied
access to the Audit Committee under this policy. The Whistle
Blower Policy is available on the Company's website and can
be accessed at the following link https://gppetroleums.co.in/
wp-content/uploads/2025/03/Vigil-Mechanism-and-Whistle-
Blower-Policy.pdf

CODE OF CONDUCT FOR PREVENTION OF INSIDER
TRADING

The Company has adopted 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")
under the SEBI (Prohibition of Insider Trading) Regulations,
2015, with a view to regulate trading in securities by the
Directors, KMPs and Designated employees of the Company
and for fair disclosure and inquiry in case of leak of UPSI. The
Codes lays down guidelines for procedures to be followed
and disclosures to be made by insiders while trading in the
shares of the Company and the said codes are available on
the website of the Company.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

In terms of Regulation 34 of the SEBI Listing Regulations read
with relevant SEBI Circulars, new reporting requirements
on ESG parameters were prescribed under "Business
Responsibility and Sustainability Report" ('BRSR').

As per the SEBI Circulars, effective from the Financial Year
2022-23, filing of BRSR is mandatory for the top 1000 listed
companies based on market capitalization. Since the
Company does not fall into the top 1000 list, the requirement
for filing BRSR for the Financial Year 2024-25 is not applicable
to the Company.

PARTICULARS OF LOANS, GUARANTEE AND
INVESTMENTS

Particulars of loan given, investment made and guarantee
given is provided in the financial statements. Please refer
Notes to the Financial Statements. No loan/advance is
outstanding to any Company in which the Directors are
interested.

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

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo as
required pursuant to Section 134(3) 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

The Company has not accepted or renewed any deposit(s)
within the purview of the provisions of Section 73 of the
Companies Act, 2013 read with the Companies (Acceptance
of Deposit) Rules, 2014 during the year under review. Hence,

requirements of furnishing details of deposits which are not in
compliance with Chapter V of the Act is not applicable.

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 details of Committees constituted by the Board of
Directors and brief details pertaining to the composition,
terms of reference, meetings held and attendance of the
Members to the Committees during the year have been
enumerated in Corporate Governance Report forming part of
the Annual Report.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

The Board met 5 (five) times during the Financial Year 2024-25
i.e. on May 28, 2024, August 13, 2024, October 10, 2024,
November 06, 2024 and January 18, 2025. Detailed information
about the same is given in the Corporate Governance Report.

SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANY

Your Company does not have any Subsidiary/Associate
Company during the year under review. However, your
Company has signed a Joint Venture Agreement with West
Coast Oils LLP on May 06, 2025 to establish a joint venture
company for the purpose of engaging in the business of
manufacturing and trading of the specialty bitumen products
and other allied commodities - all types and grades of
Bitumen Emulsions, PMB (Polymer Modified Bitumen), CRMB
(Crumb Rubber Modified Bitumen) and other value added
Bitumen Products.

CORPORATE GOVERNANCE REPORT

A separate section on Corporate Governance Report as
prescribed under the SEBI Listing Regulations forms an
integral part of Annual Report. A certificate of compliance
by the Statutory Auditors of the Company 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 year under review, your Company has complied
with the applicable Secretarial Standards i.e., SS-1 and SS-2,
relating to "Meetings of the Board of Directors" and "General
Meetings", respectively, issued by the Institute of Company
Secretaries of India.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed report on the Management Discussion and Analysis
for the financial year under review is presented in a separate
section forming an integral part of the Annual Report. It
gives details of the overall industry structure, economic
developments, performance and state of affairs of your
Company and their adequacy, risk management systems and
other material developments during the year.

CORPORATE WEBSITE

Your Company's official website, www.gppetroleums.co.in,
serves as a comprehensive and transparent platform for
dissemination of information relevant to all stakeholders.
It hosts detailed data on the corporate profile, product
offerings, financial performance, statutory disclosures,
corporate policies, and other key updates concerning the
Company.

In line with our commitment to improved stakeholder
communication and digital accessibility, the Company has
recently revamped its website with a fresh, user-friendly
interface and enhanced features to ensure seamless
access to information. The upgraded website reflects the
Company's evolving brand identity and reinforces its focus on
transparency, governance, and 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 proceedings are made or pending under the
Insolvency and Bankruptcy Code, 2016 and there is
no instance of one-time settlement with any Bank or
Financial Institution;

(ii) The requirement to disclose the details of the difference
between the amount of the valuation done at the time
of one-time settlement and the valuation done while
taking a loan from the Banks or Financial Institutions
along with the reasons thereof, is not applicable;

(iii) No shares with differential voting rights and sweat equity
shares have been issued;

CAUTIONARY STATEMENT

Certain statements made in this Directors' Report and its
Annexures may constitute "forward-looking statements"
within the meaning of applicable securities laws and
regulations. These statements relate to the Company's
future business prospects, objectives, projections,
estimates, expectations, or predictions and are based on
various assumptions and assessments made in light of the
information currently available to the management.

Actual results may differ materially from those expressed or
implied in the forward-looking statements due to a number
of factors, including but not limited to changes in government
policies and regulations, economic developments, industry
trends, taxation policies, and other external and internal
factors beyond the Company's control.

ACKNOWLEDGEMENT & APPRECIATION

The Board of Directors takes this opportunity to wholeheartedly
acknowledge and appreciate the outstanding contributions
of all employees across the organization. Their dedication,
commitment, and pursuit of excellence continue to be the
driving force behind the Company's success and sustained
growth.

The Board also extends its sincere gratitude to all Investors,
Customers, Dealers, Agents, Suppliers, Clients, Government
and Regulatory Authorities, Stock Exchanges, Consultants,
Lenders, and Bankers for their continued trust and support.
Your confidence in the Company is both valued and
motivating. We further thank the Ministry of Corporate Affairs,
our legal advisors, solicitors, and business associates for their
consistent guidance and cooperation throughout the year.

As we reflect on the year gone by, we take pride in our
collective achievements and look forward with optimism
and determination. With the continued support of all our
stakeholders, we are confident in our ability to pursue new
opportunities and achieve greater milestones in the years
ahead.

On behalf of the Board of Directors of
GP Petroleums Limited

Place: Mumbai Ayush Goel

Date: August 12, 2025 Chairman