Board approves ₹30 crore NCDs and up to ₹100 crore optionally convertible debentures to RevX fund

Board approved raising debt from RevX Special Credit Opportunities Fund II (non-promoter).

Wed 30 Sep 2026

NCD Amount

Up to ₹30 Crores

OCD Amount

Up to ₹100 Crores

Coupon Rate

13% per annum compounded monthly, payable quarterly, plus 1.50% additional coupon on allotment

NCD Tenure

36 months

OCD Tenure

Up to 18 months, convertible into equity at predetermined price

What the board approved

The board of GP Petroleums met on September 30, 2026 and approved fund raising to support working capital requirements and business growth. The sole proposed investor in both instruments is RevX Special Credit Opportunities Fund II, described as a non-promoter company.

1. Non-Convertible Debentures

• Up to 300 Secured, Unrated, Unlisted, Redeemable NCDs of face value ₹10,00,000/- each, aggregating up to ₹30 Crores, in one or more tranches on private placement.
• Tenure: 36 months from the deemed date of allotment.
• Coupon: 13% per annum, compounded monthly, payable quarterly; Additional Coupon of 1.50% of the amount disbursed payable on the deemed date of allotment.
• Security: first-ranking pari passu charges over specified movable/current assets and immovable properties, exclusive charge over the DSRA, pari passu charge over the escrow account, pledge/non-disposal undertaking over certain shares, and other security/guarantees as agreed.
• The investor may appoint one Board Observer; on an event of default the debenture trustee/holders may also appoint a nominee director.
• The NCDs will not be listed.

2. Optionally Convertible Debentures

• Up to 1,000 Secured, Unrated, Unlisted, Redeemable OCDs of face value ₹10,00,000/- each, aggregating up to ₹100 Crores, on a preferential basis through private placement.
• Tenure: up to 18 months from allotment; allotment within 15 days from the relevant approvals.
• Coupon: 13% p.a. compounded monthly, payable quarterly; Additional Coupon 1.50% on the deemed date of allotment; Default Interest 2% per month on an event of default.
• Security: first-ranking pari passu charge over current and movable assets, mortgage over specified immovable properties, exclusive charge over the Interest Service Reserve Account, plus cross-collateralisation over specified assets, shares and cash flows of an identified security provider.
• Conversion: the investor has the right, not the obligation, to convert OCDs of principal up to 10% of the outstanding exposure or INR 10 crores (Retained OCDs), whichever is higher, into fully paid-up equity shares at a predetermined conversion price. Shares arising on conversion are proposed to be listed on BSE and NSE.
• Redemption: the company may voluntarily prepay subject to prepayment penalty and make-whole provisions; the investor may require redemption of Retained OCDs after the lock-in period; a Borrower Nominee purchase option applies to unconverted OCDs between 12 and 16 months from allotment.

Next step

A postal ballot notice with explanatory statement will be sent to members seeking consent for the OCD issue. The OCD issuance is subject to shareholder approval and other regulatory/statutory approvals.

How investors may read this

The fund raising adds up to ₹130 Crores of secured debt capacity at a 13% coupon, which is a relatively high cost of funds, and the security package covers a wide set of the company's assets. The conversion option on the OCDs could lead to issue of new equity shares later at a predetermined price, which is a potential dilution factor for existing shareholders. The company states the purpose is working capital and business growth.

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