The Board of Directors takes pleasure in presenting their Report on the performance of Bharat Petroleum Corporation Limited (BPCL) for the year ended March 31, 2024.

PERFORMANCE OVERVIEW Group Performance

During the year 2023-24, the aggregate refinery throughput of BPCL's refineries at Mumbai, Kochi and Bina was 39.93 million Metric Tonnes (MMT), as compared to 38.53 MMT during the year 2022-23. The BPCL Group ended the year with market sales of 51.04 MMT, as compared to 48.92

MMT during the year 2022-23. During the year, the BPCL Group exported 1.16 MMT of petroleum products, as against 1.31 MMT during the year 2022-23. The growth in physical parameters was mainly on account of increase in demand of petroleum products.

During the current Financial Year, the Group achieved Gross Revenue from Operations of I 5,06,992.60 crore, as compared to I 5,33,547.29 crore in the year 2022-23. The Net Profit attributable to BPCL stood at I 26,858.84 crore in 2023-24, as against I 2,131.05 crore in the previous year. The Group has recorded Earnings per Share of I 126.08 per share in the current year, as against I 10.01 per share in 2022-23.

BPCL achieved Gross Revenue from Operations of I 5,06,911.36 crore in the year 2023-24, as compared to I 5,33,467.55 crore in the year 2022-23. The Profit before Tax for the year was I 35,548.37 crore, as compared to I 2,216.70 crore in 2022-23. After providing for Tax (including Deferred Tax, Short/(Excess) provision for previous years) of I 8,874.87 crore, as against I 346.60 crore during the previous year, the Profit after Tax for the year stood at I 26,673.50 crore, as against ? 1,870.10 crore in the year 2022-23.

Profit for the current year is higher as compared to the previous year on account of a higher margin on certain petroleum products.

Internal Generation after adjusting Dividend, Depreciation and Deferred Tax during the year was higher at I 27,558.94 crore, as against I 8,228.88 crore in the year 2022-23, mainly on account of the higher Profit after Tax.

The Basic and Diluted Earnings per Share amounted to I 125.21 per share for the year 2023-24, as compared to I 8.78 per share for the year 2022-23. The Basic and Diluted Earnings per Share is after adjustment of 'BPCL Trust for Investment in Shares' and 'BPCL ESPS Trust'.

BPCL's contribution to the exchequer by way of Taxes, Duties and Dividend during the year 2023-24 amounted to ?1,48,566.10 crore, as against I 1,39,210.62 crore in the previous year.

As on March 31,2024, BPCL's total equity stands at I 74,674.80 crore, as against I 51,996.34 crore for the previous year.

Issue of Bonus Shares

The Board of Directors, at the meeting held on May 9, 2024, recommended the capitalization of a sum of I 21,69,25,27,440 out of the Securities Premium Account for issue and allotment of bonus equity shares in the proportion of one new bonus equity share of I 10 each for every one existing equity share of I 10 each held by the Members on the Record Date i.e. Saturday, June 22, 2024. Accordingly, 2,16,92,52,744 equity shares of I 10 were issued as fully paid-up bonus shares to the shareholders of the Company. Consequently, the paid-up equity share capital of the Company increased to I 43,38,50,54,880 consisting of 4,33,85,05,488 fully paid-up equity shares of I 10 each.

Capital Infusion through Rights Issue of Equity Shares

The Board of Directors had approved the proposal for raising capital up to an amount not exceeding I 18,000 crore in June 2023, by way of issue of equity shares on rights issue basis to eligible equity shareholders of the Company and the same is in process.

Dividend

The Board of Directors has recommended a final dividend of I 21 per equity share of face value of I 10 each (pre-bonus), which translates into final dividend of I 10.50 per equity share of face value of I 10 each (post-bonus) (i.e. @105% of the

paid-up equity share capital), amounting to I 4,555.43 crore, on the paid-up equity share capital of I 43,38,50,54,880. In addition, the Board of Directors has declared and distributed Interim Dividend during the year 2023-24 totalling I 21 per equity share (i.e. @210% of the paid-up equity share capital) on the paid-up share capital of I 21,69,25,27,440.

As per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the top thousand listed entities shall formulate a Dividend Distribution Policy. Accordingly, a Dividend Distribution Policy has been adopted to set out the parameters and circumstances that will be taken into account by the Board in determining the distribution of Dividend to its shareholders and/or retaining the profit into the business. The policy is available on the Company's website at https:// www.bharatpetroleum.in/bharat-petroleum-for/Investors/ DDP%20Final%20File.pdf

Transfer to Reserves

Out of the amount available in Retained Earnings, an amount of I 4,000 crore has been transferred to the General Reserve. Further, I 250 crore has been transferred from the Debenture Redemption Reserve to the General Reserve on account of debentures redeemed during the year. Additionally, I 1,720 crore has been transferred to a new reserve, 'Reserve on Business Combination' from Retained Earnings created on account of re-measurement gains recognized in the Consolidated Financial Statements on acquisition of Bharat Oman Refineries Limited, subsequently recorded in the Standalone Financial Statements on its merger with the Corporation.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

There have been no material changes and commitments affecting the financial position of the Company between the end of the Financial Year and the date of this report. There has been no change in the nature of business of the Company.

EMPLOYEE STOCK PURCHASE SCHEME (ESPS)

The Company had formulated an Employee Stock Purchase Scheme (ESPS) in line with SEBI (Share Based Employee Benefits) Regulations, 2014, which was approved by the shareholders in the Annual General Meeting held on September 28, 2020, offering up to 4,33,85,000 fully paid-up equity shares of I 10 each (representing 2% of the paid-up capital) to eligible employees under ESPS.

Based on the terms and conditions of the Scheme, eligible employees were offered 4,33,79,025 fully paid-up equity shares of face value of I 10 each and 3,65,42,077 shares were transferred to 7,868 employees in the year 2021-22, at an issue price of I 126.54 and I 253.08 per share (as

applicable) and I 462.48 crore was the consideration received against the issuance of shares. Out of the 3,65,42,077 shares transferred, 42,050 shares were transferred to key managerial personnel.

During the year under review, 68,36,948 shares held by the BPCL ESPS Trust were sold off through the stock exchange mechanism, in accordance with the BPCL Employee Stock Purchase Scheme 2020 and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, and the BPCL ESPS Trust does not hold any shares at the end of the year, on behalf of the employees. The Trust did not exercise voting rights in respect of the above shares.

The Scheme is in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, and this has been certified by the secretarial auditors of the Company. The certificate of the secretarial auditors can be accessed at https://www.bharatpetroleum.in/Bharat-Petroleum-For/Investors/Shareholders-Meetings/Annual-General-Meeting.aspx

In line with Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, a statement giving complete details, as on March 31, 2024, is available on the website of the Company at https://www.bharatpetroleum. in/Bharat-Petroleum-For/Investors/Shareholders-Meetings/ Annual-General-Meeting.aspx

Borrowings

Total Borrowings of the Company as at March 31, 2024 stood at I 18,766.89 crore, as against ? 35,854.80 crore as at March 31, 2023.

During the year 2023-24, due to higher cash accruals, there was no requirement of raising long-term funds. Accordingly, 25% of incremental borrowings by way of issuing debt securities for the Financial Year 2021-22, Financial Year 2022-23 and Financial Year 2023-24 has not been raised.

Deposits from Public

The Company has not accepted any deposit from the public during the year. The amount of deposits, matured but unclaimed, at the end of the year was nil.

Capital Expenditure

Capital Expenditure during the year, including investments in Subsidiaries, Joint Venture Companies (JVCs) and Associates, amounted to I 11,702.05 crore, as compared to I 12,120.33 crore during the previous year.

The Company has entered into a Memorandum of Understanding (MoU) with the Government of India for the purpose of performance assessment. Capital Expenditure incurred by the Company and its proportionate share of Capital Expenditure by its Subsidiaries (Group), JVCs and Associates during the year is I 12,135.54 crore.

Comptroller and Auditor General of India’s (C&AG) Audit

The Comptroller and Auditor General of India's (C&AG) comment upon or supplement to the Statutory Auditors'

Report on the Accounts for the year ended March 31, 2024 is appended as Annexure E.

As on March 31, 2024, there are nine pending published paras related to the C&AG audit, which are appended as Annexure F.

REFINERIES

Financial Year 2023-24 has been a year of significant progress, wherein the Company's Refineries achieved important milestones, embraced new technologies, delivered new products and commenced strategic initiatives that solidify the Company's position as a pioneer in the oil and gas sector. In this financial year, the Company's Refineries achieved the highest ever throughput of 39.93 MMT. Furthermore, capacity utilization increased to a strong 112% in FY 2023-24, as compared to 109% in the previous year. These accomplishments reflect ongoing efforts to improve efficiency and productivity.

The key to efficient refining operations is the expertise in converting crude oil into value-added products at the lowest cost. Dynamic changes to operating parameters and stringent monitoring practices aided us in processing challenging but discounted crudes, aiding in optimizing crude costs during the financial year. We also successfully introduced at-least 3 new crude varieties in each refinery. The diversification strengthens the crude slate and provides greater refining flexibility. These informed decisions, coupled with strong capacity utilization, enabled the refineries to deliver Gross Refining Margin (GRM) of $ 14.14 per barrel for the financial year.

BPCL has identified Petrochemicals as one of its strategic levers for future expansion. It is with great pride that the foundation stone was laid for the Bina Petchem Refinery    Expansion    Project

(BPREP) by Hon'ble Prime Minister of India on September 14, 2023. This project, conceived at an expected cost of I 43,367 crore, promises to significantly expand our refining and petrochemical production capabilities. In view of the estimated demand in India, as well as in the Bina Refinery (BR) economic zone, polymer products such as Linear Low Density Polyethylene (LLDPE), High Density Polyethylene (HDPE) and Polypropylene (PP) are considered in the project. In addition to polymers, there will be production of aromatics (Benzene, Toluene and Mixed Xylene) from the complex. During the year, a Final Investment Decision (FID) of I 4,460 crore was accorded by the Board to install yet another petrochemical project of 400 Kilo Tonnes Per Annum (KTPA) Polypropylene at Kochi Refinery (KR). The feed for the same, petrochemical grade Propylene, shall be made available with minor modification of existing units at KR.

Significant innovations were made during the year for widening the product portfolio. Mumbai Refinery (MR) successfully produced import substitute Group III 100 N Lube Oil especially used in high end automotive vehicles. By commissioning the first-of-its-kind commercially operated De-Aromatized Solvents (DAS) splitter of the LOBS unit, value-added solvents like D40/D100/D130 were made available to the market. These are special grade industrial

MARKETING

The year 2023-24 posed a new set of challenges for BPCL on the marketing front. While in 2022-23, due to considerable withdrawal of private players from the market, the entire supply chain of PSUs was stretched and stressed out, in 2023-24, they came back aggressively due to the improved business environment, resulting in stiff competition from all sides.

During the year 2023-24, BPCL's market sales volume increased by 4.33% to 51.04 MMT, as compared to 48.92 MMT in the previous year. BPCL's market share amongst the public sector oil marketing companies stood at 27.57% as on March 31, 2024, as compared to 27.26% at the end of the previous year. This is the highest ever sales volume and market share achieved by BPCL.

A detailed discussion of the performance of the Marketing function is given in the Management Discussion & Analysis Report (MDA).

PIPELINES

BPCL owns a multi-product pipeline network of 2,600 km with a design capacity of 20.9 million Metric Tonnes Per Annum (MMTPA) and 937 km of crude pipeline with a design capacity of 7.8 MMTPA. Pipeline operations have optimized specific energy consumption by 3% over Financial Year 2023-24, avoiding 3,000 MT CO₂ emission.

BPCL is committed to sustainable practices and renewable energy sources. This commitment is exemplified by the award of a 5 MW electrolyzer based 'Green Hydrogen Plant' at BR. The project is scheduled to be completed by early 2025. We have also commissioned one of our biggest solar power projects in BPCL refineries through a 14 MW Solar Power Project at BR. A 150 TPD (Tonnes Per Day) Feed Bio-methanation plant, aimed at converting biodegradable municipal solid waste into approx. 6 TPD Compressed Biogas (CBG), is yet another environment-friendly initiative being implemented in Kochi with the support of the State Government. This project will help in alleviating the challenges faced in disposal of municipal waste and consequent air pollution.

Financial Year 2023-24 has been a year of substantial progress, marked by important achievements and strategic advancements. Our dedication to operational excellence, innovation and sustainability, positions us for continued growth and success in the years ahead.

During the year 2023-24, product pipelines achieved a throughput of 18.6 MMTPA, as against 19.06 MMTPA in the previous year. Crude pipelines achieved a throughput of 7.14 MMTPA, as against 7.81 MMTPA in the previous year. During the year, all standard operating procedures were strictly followed, resulting in 'nil' fatality and 'nil' Lost Time Accident (LTA). BPCL is always at the forefront to ensure the security and safety of its assets. To enhance the safety and security of its cross-country pipeline network, a Fiber Optics based Pipeline Intrusion Detection System (PIDS) was commissioned for the Kochi-Coimbatore-Karur Pipeline. With this, major white oil pipelines have been covered under PIDS. PIDS is being commissioned in the 937 km long crude pipeline.

MAJOR PROJECTS

Details of major completed/ongoing projects during the year are given below. Approved project cost indicated for each project is net of input tax credit.

Projects Completed in 2023-24

• LPG Bottling Plant at Rasayani, Maharashtra

A new LPG plant with a capacity of 180 TMTPA has been constructed at Rasayani. The plant receives its product through the Uran-Chakan LPG pipeline and stores LPG in 3x600 MT MSVs. Cylinder filling is carried out by 2x24-station electronic carousels and the filled LPG

cylinders are dispatched via packed lorries to serve markets in Greater Mumbai, Navi Mumbai, Thane and Raigarh districts. The project, with an approved cost of I 140.38 crore, was completed in March 2024.

•    City Gas Distribution Project at Rohtak, Haryana

BPCL has been authorized by the PNGRB Board to lay, build, operate and expand a City Gas Distribution Network in the Geographical Area of Rohtak District in Haryana. The Minimum Work Program, scheduled for completion in September 2025, was achieved ahead of schedule in December 2023. The approved project cost is I 261.48 crore for a period of 25 years, which is the duration of the exclusivity period.

•    City Gas Distribution Project at Saharanpur, Uttar Pradesh

BPCL has been authorized by the PNGRB Board to lay, build, operate and expand a City Gas Distribution Network in the Geographical Area of Saharanpur District in Uttar Pradesh. The Minimum Work Program, scheduled for completion in September 2023, was achieved ahead of schedule in June 2023. The approved project cost is I 198.80 crore for a period of 25 years, which is the duration of the exclusivity period.

•    City Gas Distribution Project at Yamunanagar, Haryana

BPCL has been authorized by the PNGRB Board, to lay, build, operate and expand a City Gas Distribution Network in the Geographical Area of Yamunanagar District in Haryana. The Minimum Work Program (MWP), scheduled for completion in September 2023, was achieved ahead of schedule in June 2023. The approved project cost is I 129.80 crore for a period of 25 years, which is the duration of the exclusivity period.

Ongoing Projects

•    Bina Petchem and Refinery Expansion Project (BPREP)

The project involves the installation of a Dual Feed Cracker to produce 1,200 KTPA of Ethylene, downstream units for the production of 1,150 KTPA of Polyethylene (HDPE + LLDPE) and 550 KTPA of Polypropylene (PP), as well as liquid chemicals such as Benzene, Toluene, Xylene, etc. This includes associated units, utilities, off-sites, and the expansion of the Refinery capacity to approximately 11 MMTPA. As on March 31, 2024, the project has achieved an overall physical progress of 1.8% and is scheduled for completion in May 2028. The project cost is I 43,367 crore.

•    Polypropylene Unit at Kochi Refinery

The project involves setting up a 400 KTPA Polypropylene Unit and associated facilities, along with revamping the Petro Fluid Catalytic Cracking (PFCC) Unit for the production of Homo grade Polypropylene at Kochi Refinery. The total project cost is I 4,460 crore, with a scheduled completion date of October 2027. The project is progressing as per schedule.

•    Replacement and Extension of Jetty Pipelines for Kochi Refinery

The project envisages replacement of old jetty product pipelines of black and white oil service from Kochi Refinery (KR) to the North Jetty Reclamation Pit (NJRP) with new ATF and HSD lines. The project scope also includes laying a new MS pipeline from NJRP to Cochin Oil Terminal (COT) and modification of ATF tanks, KR tanker loading pumps and associated suction pipings, etc. The project aims to enhance tanker loading rates, reduce turnaround time for tankers and ensure uninterrupted product evacuation from KR through coastal routes. The approved cost of the project is I 621.87 crore. As on March 31, 2024, the project has achieved an overall physical progress of 35.3% and is scheduled for completion in March 2026.

•    Installation of an Independent De-Aromatized Solvents (DAS) Unit at Mumbai Refinery

The project envisages setting up an independent train of DAS unit with 200 TMTPA capacity to meet the growing demand for various grades of specialty DAS products such as D40, D60, D110 and D130, in addition to D80 Grade. De-aromatized solvents, which are mostly imported, find extensive use in consumer products such as household insecticides, mosquito repellents and aerosols. The approved cost of the project is I 405.00 crore. The project has achieved overall physical progress of 26.5% as on March 31, 2024 and is scheduled for completion in July 2025.

•    POL and LOBS Installation with Receipt Pipelines at Rasayani, Maharashtra

The project involves the construction of a 22-inch POL pipeline and a 10-inch LOBS/DAS pipeline, spanning 43 km from Mumbai Refinery to Rasayani. Additionally, it includes the construction of a Base Oil terminal with a storage tank capacity of 82,600 KL and a POL Installation with product storage of approximately 1.84 lakh KL capacity at Rasayani. The project has achieved overall physical progress of 5.7% as on March 31, 2024. The project cost is I 2,585 crore, with a completion schedule of May 31, 2026.

•    Multi-product Pipeline from Krishnapatnam Coastal Terminal to POL Terminal at Malkapur near Hyderabad

The project involves the construction of a 455 km long, 16” diameter multi-product pipeline with a throughput capacity of 4.4 MMTPA, running from Krishnapatnam Coastal Terminal to the POL Terminal at Malkapur near Hyderabad. Additionally, the project includes the construction of additional tankages at Krishnapatnam and Ongole. As on March 31, 2024, the project has achieved overall physical progress of 53.4%. The approved cost of the project is ?1,925.68 crore, and it is scheduled for completion in October 2025.

•    Irugur - Devangonthi Multi-product Pipeline

The project involves laying a 352 km long, 16” diameter multi-product cross-country pipeline with a throughput capacity of 3.5 MMTPA from Irugur (Tamil Nadu) to

Devangonthi (Karnataka). The approved cost of the project is I 1,724.93 crore. The project has achieved overall physical progress of 24.9% as on March 31, 2024 and is scheduled for completion in October 2025.

•    Integrated 2G+1G Ethanol Bio-refinery at Bargarh, Odisha

To meet the blending targets outlined in the National Biofuel Policy 2018, BPCL is setting up an integrated 2G and 1G Bio-Ethanol plant in Bargarh, Odisha, with a total production capacity of 200 Kiloliters (KLs) of Ethanol per day. The Ethanol produced at this facility will be utilized for blending in Motor Spirit (MS). The project, with an approved cost of I 1,557 crore will be mechanically completed by October 2024 and commissioning will start.

•    Augmentation of Cryogenic Facilities at Uran LPG Import Terminal in Maharashtra

The project envisages debottlenecking and augmentation of cryogenic facilities at Uran to meet future import requirements and ensure uninterrupted and smooth supply chain operations to meet the growing LPG demand. The approved cost of the project is I 1,164.69 crore. The project has achieved overall physical progress of 40.5% as on March 31, 2024 and is scheduled for completion in April 2025.

•    Common User Facility (CUF) POL Terminal at Jammu

The project involves constructing a new POL Terminal at Jammu on a CUF basis for the PSU Oil Marketing Companies (OMCs) (IOCL, BPCL and HPCL) with BPCL as the lead company. This new facility will replace the existing old depots of OMCs and will strengthen the marketing logistics infrastructure in the Union Territories of Jammu & Kashmir (J&K) and Ladakh. The upgrade will cater to the present and future volume demands of the entire J&K and Ladakh, including the requirements of the Defence Forces. The approved cost of the project is I 676.89 crore. The project has achieved overall physical progress of 33% as on March 31, 2024 and is scheduled for completion in March 2025.

• 50 MW Wind Power Plants in Maharashtra and Madhya Pradesh

The projects involve establishing 50 MW (+/-5%) wind power projects in Maharashtra and Madhya Pradesh to serve Mumbai Refinery and Bina Refinery respectively, aiming to increase the renewable energy portfolio and decrease CO₂ emissions. The project cost is I 483.14 crore each and is slated for completion by November 30, 2025. The project's progress is on schedule.

• Lube Oil Blending and Filling Plant at Rasayani, Maharashtra

The project envisages construction of a fully automated and efficient Lube Oil Blending and Filling Plant with modern processing facilities at Rasayani, as a resitement of the existing Wadilube plant. The approved cost of the

project is ? 423.39 crore. The project has achieved overall physical progress of 56% as on March 31, 2024 and is scheduled for completion in June 2025.

•    Common User Facility (CUF) POL Terminal at Sadashibpur (Meramundali), Odisha

The project envisages setting up a POL Terminal at Sadashibpur (Meramundali), Odisha on a CUF basis for PSU OMCs (IOCL, BPCL and HPCL), with BPCL as the lead company, to meet the demands of Central/ North Odisha economically. Currently, PSU OMCs do not have any depot/terminal located centrally, and large volumes are met through long distance road movement from Paradeep Coastal Terminal. The approved cost of the project is I 393.54 crore. The project shall be completed by March 31, 2026 and the project's progress is on schedule.

•    LPG Plant at Hathua, Dist. Gopalganj, Bihar

The proposed LPG bottling plant with a rail unloading facility in Hathua, District Gopalganj, Bihar, will enhance BPCL's bottling capacity to meet the increasing LPG demand in Bihar and supplies to nearby LPG bottling plants. The project cost is I 340 crore, with a scheduled completion date of August 31, 2026. The project's progress is on schedule.

•    Solar Power Project at Prayagraj, Uttar Pradesh

Under the Net Zero initiative, BPCL has initiated a 71 MWP (DC), 52 MW(AC) solar power project in Prayagraj, Uttar Pradesh. The project cost is I 308.3 crore, with a scheduled completion date of August 2, 2025. The project is progressing as planned.

•    City Gas Distribution (CGD) Projects

BPCL has been authorized to lay, build, operate and expand the CGD Network in 25 Geographical Areas (GAs), covering a total of 62 districts across the country, for a period of 25 years, as part of the 6^th, 9^th, 10^th, 11^th and 11A rounds of bidding by the Petroleum and Natural Gas Regulatory Board (PNGRB). The approved cost for all 25 GAs is I 47,688.00 crore. Activities in all GAs are progressing according to the Minimum Work Program (MWP) targets set by PNGRB. The MWP has been achieved in 4 GAs from the 6^th round. In the remaining 21 GAs, the projects are progressing on schedule.

RESEARCH AND DEVELOPMENT (R&D)

The Corporate Research & Development Center (CRDC) of BPCL is actively pursuing research in areas such as niche Petrochemicals, Biofuels, Alternate Energy, Green Hydrogen and Carbon Dioxide mitigation, in addition to conventional oil refining and related processes. Details of significant milestones achieved by CRDC are mentioned in the Management Discussion & Analysis Report (MDA).

BPCL's R&D efforts were recognized at various prestigious forums during the year 2023-24. Bharat H2Sep Technology

was named Innovator of the Year by Federation of Indian Petroleum Industry (FIPI). Bharat HiGee Deaeration Technology won second prize at NEEIA-2023 for energy efficiency innovation. The K Model® received the New Product of the Year Award from Asian Oil & Gas Awards. BPCL and Aspen Technology's collaboration received multiple awards for digital transformation and operational excellence. Bharat Hi-Star won the PRSI National Award for R&D efforts in science and technology. The focused R&D efforts during the year 2023-24 resulted in the grant of seven patents. Additionally, six new patent applications were filed during the year.

In addition to the R&D initiatives in the Company, the business units have undertaken various innovative initiatives in their constant endeavor to improve processes, increase operational efficiencies and reduce energy consumption.

Some of these innovations are detailed below:

Kochi Refinery has carried out process innovations and digitalization for efficiency improvements, energy and cost savings. Revamp of Crude Oil Distillation Unit 3 stabilizer to enable high Naphtha crude processing capability, value maximization initiatives in Propylene Derivatives Petrochemicals Project units, implementation of a Condensate recovery system for routing hot condensate to Sulphur Recovery unit 3 deaerator, modifications for provision of Naphtha in place of RLNG for producing Hydrogen in the Build-Own-Operate (BOO) plant and enhancement of equipment reliability and minimization of downtime through the implementation of Operator Driven Reliability (ODR). Mumbai Refinery successfully implemented innovative ideas to maximize Propylene in the Catalytic Cracking Unit and installed a first-in-the-world commercially operating double dividing wall column to enhance the De-aromatized Solvent product portfolio. At Bina Refinery, a Micro-turbine in the Sulphur Recovery Unit was installed for production of power to reduce refinery operational expenses and CO₂ emissions.

The Business Units have taken forward the Company's flagship digital initiative, 'Project Anubhav', which is aimed at reinforcing trust, convenience and personalization to our consumers and enhancing efficiencies and transparency in operations. The Customer Engagement Platform (CEP) provides an exceptional experience to customers, while interacting with BPCL across all our business units. CEP also provides innovative cross-selling and up-selling opportunities to the Company. IRIS, the digital nerve center has been strengthened across Retail, LPG and Industrial and Commercial business units for real time monitoring of key performance indicators and taking immediate action for any exceptions. Customers are now able to avail of various benefits, including loyalty for BPCL products, at their fingertips. The application is hosted on the cloud and offers security, flexibility and high availability to customers across Retail, LPG, Lubes and I&C business units.

MAK Connect, a unique solution integrating the QR code solutions with the Secondary Sales Management (SSM) system, was launched to achieve complete end-to-end traceability of each Stock Keeping Unit (SKU), offer dynamic instant rewards to end customers and reaffirm product genuineness for our lubricant customers. Various features,

such as E20 (Ethanol 20%), Credit pouch-local credit facility, Preauthorization functionality, Finance portal and many more new enhancements were rolled out under the Advanced Loyalty Program solution for our Retail customers.

Total expenditure on research and development activities and innovation initiatives during the year 2023-24 was ? 189.97 crore.

INDUSTRIAL RELATIONS

BPCL continued its thrust towards maintaining industrial harmony through continuous interface and engagement with the Unions. The successful closure of the Long-Term Settlement (LTS) at the Refineries reflects our collective effort in fostering a collaborative workplace atmosphere. The unions demonstrated a futuristic and pragmatic approach towards the current realities and extended their steadfast support and commitment to achieve organizational objectives by partnering in various processes. The overall organizational processes were not hampered by any situation of industrial unrest. All organizational and employee-related issues were handled with a collaborative approach and regular communication was ensured to all employees on important issues affecting them and BPCL.

CORPORATE SOCIAL RESPONSIBILITY

Pursuing its Corporate Social Responsibility (CSR) vision, 'Be a Model Corporate Entity with Social Responsibility committed to Energizing Lives through Sustainable Development', BPCL recognizes that its responsibilities extend beyond delivering value to our shareholders; we are also accountable to our communities, employees, extended networks and the planet.

The sustained efforts are towards integration of our social responsibility into our core business strategy and to foster long-term value for all stakeholders. Through its CSR programs, the Company touches the lives of millions and seeks to make a positive difference in their lives. The core of CSR activities factors in community needs and national priorities in the thrust areas of Health and Sanitation, Education, Skill Development, Community Development and Environmental Sustainability.

In the year 2023-24, BPCL undertook various initiatives in line with Sustainable Development Goals (SDGs) and national priorities of 'Health and Nutrition' under the thematic area advised by Department of Public Enterprises (DPE). The Annual Report on CSR, including composition of the CSR Committee, is enclosed as Annexure B. The details of the CSR policy, projects and programs are available on the website of the Company at https://www. bharatpetroleum. in/ social-responsibility/csr-reporting.aspx

Out of the total CSR allocation of I 315.68 crore for the year 2023-24, I 158.19 crore was spent during the year. The amounts allocated to ongoing programs to the tune of I 157.49 crore (including unspent amount of the previous three financial years) remained unspent, because several projects were approved across the year 2023-24, with implementation spread over more than one year. Further, payments made to implementing agencies are linked to achievement of key deliverables; thus, actual expenditure

against approved projects spreads beyond the financial year. The CSR amount unspent in the current financial year has been allocated to approved projects and transferred to a separate unspent CSR Account, as mandated by the Companies Act and the same will be spent in accordance with the provisions of the said Act.

CSR initiatives are largely in and around communities in need, aspirational districts or near the Company's business establishments. To complement the efforts of NITI Aayog towards the National Nutrition Strategy, BPCL has taken up a 'Kuposhan Mukht Bharat' program supporting more than 13,700 undernourished children and mothers, based on the results of the Nutrition Focussed Physical Examination (NFPE). The program intends to bring nutrition to the center stage of the National Development Agenda and lay the roadmap for targeted action to address India's nutritional needs. BPCL also increased awareness of malnutrition and stunting in seven Government schools of Jhabua district in Madhya Pradesh.

In the cancer spectrum, BPCL has taken up a cancer care program for promoting preventive care through cancer screening in oral, breast and cervical cancers, and also providing free-of-cost quality cancer treatment to the underprivileged population in 10 Govt./charitable hospitals, along with supporting rehabilitation to cancer survivors. More than 1.5 lakh beneficiaries have been impacted with this pan-India program so far.

By harnessing the power of technological advancements, BPCL has taken up initiatives to innovate, collaborate and scale our CSR efforts to address healthcare challenges in the far-flung rural areas. One such initiative is a Futuristic Healthcare Delivery System in the Aspirational District - Son Bhadra, Uttar Pradesh in collaboration with IIT, Ropar. It is in accordance with the Government policy to strengthen and digitalize the primary healthcare systems across the district. It serves as a comprehensive solution for non-communicable diseases, across age groups and in rural underserved areas with minimal human intervention and interface through free-of-cost on-the-spot teleconsultation with specialists. Another initiative is to support visually impaired beneficiaries by providing a smart vision assistive wearable device using AI mechanism developed by leading IITs. The device helps in object detection, reading, identification of objects, etc.

BPCL has enabled totally free-of-cost heart surgeries for needy children with congenital heart disease, by way of providing state-of-the-art infrastructure at Sanjivani Hospitals at various locations across India. Overall, BPCL has enabled over 30,000 paediatric cardiac surgeries.

Reaching the unreached is the bottom line of BPCL CSR; thus, our initiatives have been extended to hardship locations of Uttarakhand, where communities often struggle to access adequate medical services due to geographical and seasonal challenges. A state-of-the-art 50 bedded hospital is being established to cater to the healthcare needs of the underprivileged sections of the local areas.

2023 covered beneficiaries from multiple walks of life. The messages of Swachhata resonated through multiple projects and initiatives, focusing on spreading awareness on the dangers of one-time use of plastic and motivating people to move on to more sustainable alternatives. The initiatives covered more than 25,000 activities, which will directly or indirectly have lasting impact on more than one lakh people. Stepping towards Environmental Sustainability, BPCL has supported 1,400 benches made of recycled plastics in the Government schools of Sarasvati, Aspirational District of Uttar Pradesh.

Other campaigns like 'Swachhata Hi Seva' and 'Swachhata 3.0' have also been undertaken, in which the total scrap disposal was approximately 1,500 MT. Nurturing our environment and ensuring a sustainable future as a basic responsibility, we have planted approximately 65,000 saplings across the Central Railways track of Mumbai. The aim is to plant more than one lakh saplings with this initiative. We believe that the act of planting saplings contributes significantly to ecological balance, biodiversity and mitigating climate change.

PROMOTION OF SPORTS

BPCL sportspersons continue to be a force to be reckoned with, showcasing their exceptional talent on both, national and international stages throughout the year 2023-24. The Asian Games and International Tournaments witnessed a flurry of impressive performances by these dedicated athletes. Cricket fans rejoiced as Shivam Dube and Rahul Tripathi represented the Indian team in the Asian Games and clinched the Gold Medal. Hockey saw a similar display of dominance, with Varun Kumar representing India in the Asian Games and securing a Gold Medal. Atanu Das, the Arjuna Awardee archer, added to the Company's pride by winning a Silver Medal in the team event at the Asian Games, a feat he repeated at the World Cup. BPCL athletes turned coaches also got into the act, with Vaibhav Suri (Chess) and Guru Sai Dutt (Badminton) bringing home a Team Silver Medal in the Asian Games.

Manasi Joshi, a star para-badminton player and Arjuna Awardee, cemented her reputation on the world stage. She secured a Silver Medal in Women's Doubles and a Bronze Medal in Women's Singles at the World Championships. Her talent continued to shine at the Asian Para Games, where she bagged a Silver Medal in Doubles and Bronze Medal in Singles competitions. Manoj Sarkar, another para-badminton player, showcased his skills by winning a Bronze Medal in Singles at the World Championships. Joby Mathew, a para-athlete, further added to the list of accomplishments with a Bronze Medal in the World Para Powerlifting Championships. Billiards and snooker players S. Shrikrishna and Manan Chandra brought home Bronze Medals in the IBSF World Masters Snooker Championship. Chess also saw a win with Grandmaster Abhijeet Gupta securing a Gold Medal in the Caplin Hastings International Chess Congress 2023.

BPCL's cricketing talent extends beyond the Asian Games. Suryakumar Yadav, Shreyas Iyer and Kuldeep Yadav displayed their prowess by winning the Asia Cup T20. In addition to this, BPCL players Suryakumar Yadav, Shivam

Dube and Kuldeep Yadav also participated and secured a commendable Runner-up position as part of the team at the World Cup. The prestigious Ranji Trophy also saw BPCL's mark with four players - Shivam Dube, Dhawal Kulkarni, Shreyas Iyer and Tushar Deshpande - contributing to Mumbai's Ranji Trophy win. Tushar Deshpande's winning streak continued, as he was part of the team that clinched the IPL title alongside teammate Shivam Dube.

The winning momentum of BPCL athletes translated to the national level tournaments as well. Atanu Das continued his archery dominance by securing a Gold Medal in the National Championship. SV Sunil added another Gold Medal in the Hockey National Games, while Sanil Shetty brought home a Gold in Mixed Doubles in Table Tennis. BPCL sportspersons have much to be proud of, consistently demonstrating their talent and dedication across a wide range of sporting disciplines.

RESERVATION AND OTHER WELFARE MEASURES FOR SCHEDULED CASTES/ SCHEDULED TRIBES/OTHER BACKWARD CLASSES AND PERSONS WITH DISABILITIES

BPCL has been following in letter and spirit the Presidential Directives and other guidelines issued from time to time by Ministry of Petroleum & Natural Gas (MoP&NG), Ministry of Social Justice and Empowerment and the Department of Public Enterprises relating to reservations/concessions for Scheduled Castes (SCs), Scheduled Tribes (STs), Other Backward Classes (OBCs) and Economically Weaker Sections (EWS). An adequate monitoring mechanism has been put in place for sustained and effective compliance uniformly across the Company.

Rosters are maintained as per the directives and are regularly inspected by the Liaison Officer of the Company as well as the Liaison Officer of MoP&NG to ensure proper compliance of the directives.

SC/ST and economically backward students are encouraged by awarding scholarships to those pursuing education in the secondary school and up to graduation level.

BPCL zestfully amalgamates persons with special abilities in its workforce. The Company complies with provisions under 'The Rights of Persons with Disabilities (RPWD) Act, 2016' relating to providing equal employment opportunities for Persons with Disabilities (PWDs). BPCL has also formulated an 'Equal Opportunity Policy' and complies with the same.

Details relating to representation of SC/ST/OBC/EWS candidates and PWDs are appended as Annexure C.

IMPLEMENTATION OF OFFICIAL LANGUAGE POLICY

In accordance with the Official Language Policy of the Government of India, business requirements and customer needs, BPCL significantly uses Hindi and other Indian languages. BPCL diligently complied with the Annual Program 2023-24 issued by the Department of Official Language, Ministry of Home Affairs, Government of India, to implement the official language across the Company. The progressive usage of Hindi was reviewed and evaluated on a quarterly,

half-yearly and yearly basis through essential committees, such as the Official Language Implementation Committee (OLIC) and the Town Official Language Implementation Committee (TOLIC) at various levels including regions, offices, locations and refineries.

The Parliamentary Committee on Official Languages conducted inspections at several BPCL offices/locations and commended the Company's efforts in implementing the official language. To enhance compliance levels, BPCL organized Hindi training sessions and workshops on Indic bilingual software, voice-typing and machine translation. Various initiatives were undertaken, including Hindi Fortnight/ Week, publication of an in-house Hindi Magazine, 'Rajbhasha Gunjan', celebrations of notable days and milestones/ projects, pledges of national importance, observance of World Hindi Day, the Annual Hindi Coordinators' Meet, as well as various competitions, programs and cultural activities. These events saw wholehearted participation from employees.

As in previous years, numerous staff members benefited from the Corporation's Official Language Promotion Scheme. Additionally, to promote Hindi and encourage employees' children to adopt and use Hindi, those who appeared for the Board exams for 10^th and 12^th classes this year, were awarded Official Language prizes for outstanding performance in the Hindi subject as applicable.

September 14, 2023 was an unforgettable day for BPCL when Bharat Petroleum was honored for the first time with the highly prestigious 'Rajbhasha Kirti Award' by the Ministry of Home Affairs in the All India Official Language Conference and Award Distribution Ceremony organized on the occasion of Hindi Day in Pune. BPCL was awarded the second prize of 'Rajbhasha Kirti' for the Corporation's in-house magazine - 'Rajbhasha Gunjan'. BPCL was awarded as an 'Outstanding Public Undertaking' by Aashirwad, Literary-Socio-Cultural Organization for emphatic implementation of the Official Language. At the all-India level, BPCL has also received accolades from TOLIC at various locations including Chairman's Office, Roorkee LPG, Kharghar office, Piyala LPG, Southern Regional Office, Kochi Refinery and Mathura Installation for excellent Hindi implementation during the year.

CITIZEN’S CHARTER, PUBLIC GRIEVANCE REDRESSAL (PG) & CUSTOMER CARE SYSTEM AND RIGHT TO INFORMATION (RTI)

The Corporate Marketing entity, as a focused team, is committed to building a strong brand and nurturing relationships with esteemed customers. The above is based on the BPCL ethos that customers are the primary reason for its existence and are at the center of its business philosophy and operations. The above philosophy has helped the Corporation in the present scenario of a competitive and rapidly changing market, where excellence in customer service is the most important tool for sustained business growth.

BPCL has constantly endeavored to set new benchmarks in customer service standards, thereby meeting customer expectations by consistently offering convenience, services and redressing their grievances, if any, through a well-defined mechanism.

Citizen’s Charter

At BPCL, internal processes are aligned with the high service levels offered to every customer. The concept of the Citizen's Charter enshrines the trust between the service provider and its users by ensuring the responsiveness of the Corporation in a transparent and accountable manner.

The Citizen's Charter, published on the corporate website, provides details of a range of services offered to our customers, with an overview of the marketing activities of the Corporation, policy guidelines and processes for marketing of petroleum products. It covers the mandate of the Corporation, customer rights with respect to standards, quality, timeframe for service delivery, the grievance redressal mechanism, etc. These service levels are revisited from time to time and updated in line with the changing business needs.

Public Grievance Redressal (PG)

Public Grievance in BPCL is monitored through the Centralized Public Grievance Redress and Monitoring System (CPGRAMS), which is an online web-enabled portal, (https://www.pqportal.qov.in/), developed by the National Informatics Center (NIC) and Department of Administrative Reforms and Public Grievances (DARPG).

Grievances received from people through the CPGRAMS system are centrally scrutinized at the corporate level and sent for redressal to various Business Units/Entities through a well-established online network, with an escalation matrix to ensure timely and qualitative closure.

BPCL, with its dedicated team, redressed and closed 4,059 grievances out of 4,100 (i.e. 99%) with an average disposal time of only 12 days. BPCL has successfully closed 397 Appeals out of 406 received on the CPGRAM portal in FY 2023-24.

Customer Care System (CCS)

'SmartLine', the centralized Customer Care System (CCS) is a pathbreaking initiative in the Indian oil and gas industry. It is the single point of contact for all BPCL customers on digital or non-digital platforms. Backed by the latest Customer Relationship Management (CRM) technology, we can service the customer much better by creating a deeper understanding of the customer and presenting a unified face of BPCL to customers.

Since its launch in 2013, SmartLine has made 94,86,676 interactions with customers. CCS continues to be the first point of contact for our ever-increasing customer base for all their queries and grievances. We are a strong team of

111 executives with the latest CRM technology as our digital backbone.

With BPCL going full steam on the digital journey, we are handholding our customers across all businesses throughout the country to navigate this digital transformation. We continue to strive to keep our customers safe and well taken care of, with increased use of technology and AI. We don't only redress the complaints, but the data, thus generated, is used to improve customer service at the grassroots level. Customer delight remains centric to all our endeavors. 'Ek

Call.....Sab Solve' remains our guiding motto even 11 years

after successful operations.

Right to Information (RTI)

BPCL has been successfully complying with the RTI Act from the time of its inception in the year 2005 and implemented all the norms stipulated in the RTI Act, 2005. As required under the Act, all the relevant details and information along with suo motu disclosure under section 4(1 )(b) have been hosted on the Company's corporate website www.bharatpetroleum. in for better understanding of the public at large.

Along with physical RTI applications, the Company also receives online RTI applications and addresses the same through the RTI online portal at www.rtionline.gov.in. which is a unified RTI portal of the Government of India.

From 2005 till March 31,2024, the Company has successfully handled 53,605 RTI applications, 7,633 First Appeals and 1,456 Second Appeals with the Central Information Commission (CIC), thereby maintaining its commitment to transparency and accountability in business operations.

RTI queries were closed on the RTI online portal within the stipulated time limit of 30 days. This ensured that no penalty could be levied for any delays. The Company's team of 46 Central Public Information Officers (CPIOs) and 18 First Appellate Authorities (FAA) are spread across the country, covering major SBUs like Retail, LPG, Aviation, Mumbai Refinery, Kochi Refinery, Bina Refinery and Entities like HR, International Trade, Vigilance, CPO and Pipelines, thereby ensuring smooth handling of RTI queries.

During the year 2023-24, BPCL received 2,939 RTI Queries, 358 First Appeals and 216 Second Appeals (CIC Hearings) and all have been timely processed.

PUBLIC PROCUREMENT: MICRO & SMALL ENTERPRISES

During the FY 2023-24, Central Procurement Organization (Marketing) [CPO(M)] procured goods and services worth I 23,849.35 crore, as against the annual target of I 22,642.00 crore. This included the Company's requirement of Ethanol for blending with petrol, purchases and contracts (including transportation) for the various Business Units and Entities. Additionally, tenders for disposal of scrap worth I 232.15 crore were also finalized for marketing locations. As part of the Ethanol Blending Program of the Government of India, CPO(M) also anchored industry tenders of Ethanol amounting to I 48,277.59 crore for the 12^th consecutive year. The Company awarded Ethanol contracts worth I 14,205.15 crore during the year. All the tenders were floated, either

through the e-tendering mode or through Government e Marketplace (GeM.)

The Company registered a 171% rise in procurement of goods and services through GeM during the year, as compared to the previous year, from I 2,318.52 crore to I 6,293.04 crore.

The Company abides by the Public Procurement Policy for Micro and Small Enterprises (MSE) Order 2012 and its subsequent amendments. The Company's total procurement value of Goods and Services during 2023-24, excluding Works Contracts, where MSEs could have participated, was I 9,821.28 crore, whereas the actual procurement value from MSEs was I 3,315.40 crore, i.e. an achievement of 33.76%, which exceeds the target of 25%. BPCL also offers Trade Receivables electronic Discounting System (TReDS) to its MSME vendors.

The Company, in its bid to enhance procurement from MSEs, conducted online Vendor Development Programs for MSE SC/ST and MSE Women, wherein over 250 vendors participated and benefitted from detailed presentations by MSME and NSSHO (National SC ST Hub Offices). BPCL also participated in 10 MSME Vendor Development Programs organized by various MSME DFOs (Development and Facilitation Offices). The Company also organized two workshops for BPCL vendors to enroll them on TReDS platforms. In all these programs, vendors were invited and their knowledge was enriched by various presentations on current and future business requirements of the Company as well as emerging trends/technologies.

Vigilance

The Vigilance Department's philosophy is rooted in balance. Prevention is the first line of defense as proactive measures, robust systems and timely interventions can avert pitfalls and misconduct. Yet, punitive vigilance should be used judiciously, as justice demands that wrongdoers be held accountable.

The Vigilance Department is led by the Chief Vigilance Officer (CVO), who is supported by a team stationed at Mumbai headquarters, four regional offices and three refineries. The CVO advises the management of the Company on all issues related to vigilance and helps in achieving BPCL's motto of 'Organization Known for Zero Tolerance against Corruption'. Additionally, the CVO serves as the Company's primary point of contact with the Central Vigilance Commission (CVC) and the Central Bureau of Investigation (CBI).

The vigilance mechanism operates according to the guidelines outlined in the Vigilance Manual and policy circulars from CVC, as well as directives from the Department of Personnel and Training (DoPT) and the Ministry of Petroleum & Natural Gas (MoP&NG). To maintain accountability, the Vigilance Department submits annual and quarterly reports detailing its activities and achievements to both, the CVC and the MoP&NG.

Vigilance in the Company works to improve the ethical standards and promote good corporate governance by using a mix of three types of vigilance: Punitive (acting against wrongdoing), Preventive (putting measures in place to avoid

misconduct) and Participative (involving employees and stakeholders in fostering a culture of integrity).

Preventive Vigilance being the primary tool, we have focused on enhancing knowledge and awareness on the operational aspects of various circulars/guidelines/Standard Operating Procedures (SOPs) issued by the Company, CVC and MoP&NG and common lapses committed. In all, 120 training sessions were held, covering 3,277 persons during 202324. To ensure that established procedures and practices are being followed, surprise inspections were carried out over the course of the year at 41 locations, 27 retail outlets and 12 LPG distributors. It also involved inspections of major projects/works/procurements to observe and recommend areas of improvement to concerned Departments.

Other Preventive Vigilance activities carried out throughout the year included system studies, Chief Technical Examiner (CTE) type inspections, tender files scrutiny and scrutiny of annual property returns. It was ensured that transparent systems and procedures were adopted to promote fairness, accountability, efficiency and objectivity in all aspects of administrative activities.

Punitive Vigilance for commission of misconduct and other malpractices is certainly an important Vigilance function. During the year, with the purpose of safeguarding the interests of stakeholders, Vigilance took timely action in concluding complaints as per the guidelines provided by the CVC. A summary of investigations handled by Vigilance during the FY 2023-24 is given below:

Timely completion of investigations and disciplinary proceedings is in the interest of the organization and the employee. Time-bound action results in effective punitive action against those found guilty of misconduct and would act as a deterrent to others.

Participative Vigilance: To holistically engage all stakeholders, Vigilance Awareness Week (VAW) with the theme, 'Say No to Corruption; Commit to the Nation' was observed from October 30, 2023 to November 5, 2023. Along with spreading the VAW theme, an awareness campaign was undertaken for 'Public Interest Disclosure and Protection of Informers (PIDPI)'. A variety of programs were carried out across the country viz. walkathon/cyclothon, seminar/webinar, school functions, nukkad-natak, vendor/transporter/customer meet, Gram Panchayat events, Integrity Jingle at retail outlets, etc.

Integrity Clubs have been established in seven schools to impart values of honesty and integrity amongst the school children. Apart from the quarterly newsletter, 'Vigilance Plus', three more publications were released during this year - Compendium of 50 Vigilance Case Studies, Vigilance Officers Handbook and Compendium of CVC Circulars.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

BPCL has two subsidiaries and 22 Joint Venture Companies and Associate Companies as on March 31, 2024.

A separate statement containing the salient features of the financial statements of Subsidiaries/Associates/Joint Venture Companies in Form AOC-1 pursuant to provisions of Section 129 (3) of the Act, is attached along with the financial statement.

The Company has placed its financial statements including the Consolidated Financial Statements and all other documents required to be attached thereto, on its website www.bharatpetroleum.in as per Section 136(1) of the Act. Further, the Company has also placed separate Annual Reports/audited accounts in respect of each of its Subsidiaries on its above website. A copy of the said documents is available for inspection and will be provided to any shareholder of the Company who asks for it.

The policy for determining material Subsidiaries is posted on the Company's website at the link: https://www. bharatpetroleum.in/images/files/Policy%20for%20%20 Material%20Subsidiaries.pdf

BPCL SUBSIDIARY COMPANIESBHARAT PETRORESOURCES LIMITED (BPRL)

BPRL, established in October 2006 as a wholly-owned subsidiary of BPCL, was tasked with spearheading upstream endeavors. Its portfolio comprises blocks in different phases of exploration, appraisal, development and production. Covering approximately 19,824 sq.kms, about 46% of the acreage owned by BPRL and its subsidiaries is in the offshore expanse.

BPRL holds Participating Interest (PI) in 15 blocks, with eight located in India and seven overseas. Additionally, BPRL has equity stakes in two Russian entities, which hold licenses for four producing blocks in Russia. While BPRL directly holds PI in domestic blocks, its stakes with respect to blocks in Brazil, Mozambique, Indonesia, UAE and equity stakes in Russian entities are held through step-down wholly-owned subsidiaries or joint ventures (JVs) of the wholly-owned subsidiaries located in the Netherlands and Singapore.

As on March 31, 2024, BPCL's investment is I 10,800 crore in the equity capital of BPRL (apart from equity component of I 126.37 crore recognized on fair valuation of concessional rate loan given to BPRL). There is no loan outstanding

from BPCL to BPRL as on March 31, 2024. BPRL has recorded a consolidated total income of I 363.73 crore and a consolidated loss of I 2,043.06 crore for the financial year ending March 31, 2024.

In Financial Year 2023-24, the BPRL Group's share of Oil & Gas production was 2.64 MMTOE.

A detailed discussion on the blocks is given in the Management Discussion & Analysis Report (MDA).

BHARAT OMAN REFINERIES LIMITED (BORL)

BORL was a subsidiary company of BPCL. Pursuant to order of the Ministry of Corporate Affairs dated June 22, 2022 and its subsequent filing with the respective Registrar of Companies, BORL has been merged with BPCL with effect from July 1, 2022.

BHARAT GAS RESOURCES LIMITED (BGRL)

BGRL was a subsidiary company of BPCL. Pursuant to order ofthe Ministry of Corporate Affairs dated August 8, 2022 and its subsequent filing with the respective Registrar of Companies, BGRL has been merged with BPCL with effect from August 16, 2022.

BPCL-KIAL FUEL FARM PRIVATE LIMITED (BKFFPL)

BKFFPL was incorporated in May 2015 with an equity participation of 74% by BPCL and 26% by Kannur International Airport Limited. The company was formed to design, construct, commission and operate the Fuel Farm at Kannur International Airport for the supply of ATF on an exclusive basis. The Fuel Farm started operating from December 2018, along with the commissioning of Kannur International Airport. As on March 31, 2024, the authorized share capital of the company is I 50 crore and paid-up share capital is I 9 crore. During the year 2023-24, the fuel throughput was 35,838.58 KL. The company earned a revenue from operations of I 9.39 crore in the year 2023-24 and the profit during the period was I 3.79 crore.

BKFFPL is being managed under a joint control mechanism. Hence, in the consolidated financial statements of the group for the period ending March 31, 2024, the financials have been consolidated as a Joint Venture as per the principles of Indian Accounting Standards.

BPCL JOINT VENTURE COMPANIES AND ASSOCIATESPETRONET LNG LIMITED (PLL)

PLL was formed in April 1998 for importing Liquefied Natural Gas (LNG) and setting up a LNG terminal with facilities like jetty, storage, regasification, etc. to supply natural gas to various industries in the country. The company has an authorized share capital of I 3,000 crore and paid-up share capital of I 1,500 crore. PLL was promoted by four public sector companies, viz. BPCL, Indian Oil Corporation Limited

(IOCL), Oil and Natural Gas Corporation Limited (ONGC) and GAIL (India) Limited (GAIL). Each of the promoters holds 12.5% of the equity capital of PLL. BPCL's equity investment in PLL currently stands at I 98.75 crore.

PLL recorded consolidated revenue from operations of I 52,729.33 crore during the year 2023-24, as against I 59,899.35 crore recorded in the year 2022-23. The consolidated profit for the year stood at I 3,525.25 crore, as compared to I 3,325.82 crore during the year 2022-23. The consolidated EPS for the year 2023-24 is I 23.50, as compared to I 22.17 in the year 2022-23. During the year 2023-24, PLL has recommended a final dividend of I 3 per share, in addition to special interim dividend of I 7 per share during the year. In the previous year, PLL had declared a special interim dividend of I 7 per share and a final dividend of I 3 per share.

INDRAPRASTHA GAS LIMITED (IGL)

IGL is a joint venture company promoted by BPCL and GAIL and set up in December 1998. IGL is a City Gas Distribution (CGD) company supplying natural gas to transport, domestic, commercial and industrial consumers. The operations of IGL are spread over NCT of Delhi, Noida and Greater Noida, Ghaziabad and Hapur, Gurugram, Meerut (except areas already authorized), Shamli, Muzaffarnagar, Karnal, Rewari, Kanpur (except areas already authorized), Hamirpur-Fatehpur districts, Kaithal, Ajmer, Pali, Rajsamand, Banda, Chitrakoot and Mahoba districts. IGL also holds 50% of equity in M/s. Central UP Gas Limited, Kanpur and M/s. Maharashtra Natural Gas Limited, Pune, which are the joint venture companies promoted by BPCL and GAIL.

The paid-up share capital of IGL is I 140 crore. BPCL had invested I 31.50 crore for 22.5% stake in its equity. The company added 90 new Compressed Natural Gas (CNG) stations and 3.3 lakh new Piped Natural Gas (PNG) domestic connections during the year. As on March 31, 2024, IGL has 882 CNG stations and 27 lakh PNG domestic connections.

IGL has registered consolidated revenue from operations of I 15,456.53 crore and consolidated profit of I 1,983.40 crore for the year ending March 31, 2024, as compared to consolidated revenue from operations of I 15,589.80 crore and consolidated profit of I 1,639.65 crore in the previous year. The EPS for the year stood at I 28.36, as against I 23.42 in the year 2022-23. The IGL Board has recommended a final dividend of I 5 per share (face value of I 2 each), in addition to an interim dividend of I 14 per share during the year. In the previous year, IGL had declared an interim dividend of I 13 per share (face value of I 2 each) and final dividend of nil per share.

SABARMATI GAS LIMITED (SGL)

SGL, a joint venture company promoted by BPCL and Gujarat State Petroleum Corporation (GSPC), was incorporated in June 2006 with an authorized share capital of I 100 crore for implementing City Gas Distribution projects for supply of CNG to the household, automobile, industrial and commercial

sectors in Gandhinagar, Mehsana, Aravali, Sabarkantha and Patan districts of Gujarat. The paid-up share capital of the company is I 20 crore. As on March 31, 2024, BPCL has a stake of 49.94% in the equity capital of SGL. SGL has set up 161 CNG stations and is supplying PNG (Domestic) to 2.98 lakh customers. SGL has achieved a turnover of I 2,309.99 crore and a profit of I 302.98 crore for the year ending March 31, 2024, as against I 2,383.84 crore and I 322.00 crore respectively for the previous year. The EPS for the year stood at I 151.49 as against I 161.00 in the year 202223. The company has recommended a final dividend of I 80 per share, in addition to an interim dividend of I 60 per share during the year. In the previous year, SGL had declared interim dividend of I 60 per share and a final dividend of nil per share.

CENTRAL UP GAS LIMITED (CUGL)

CUGL is a joint venture company set up in February 2005 with GAIL as the other partner for implementing projects for supply of CNG to the automobile sector and PNG to the household, industrial and commercial sectors in Kanpur (including parts of Unnao district), Bareilly and Jhansi in Uttar Pradesh. The company has an authorized share capital of I 60 crore as on March 31, 2024. The joint venture partners have each invested I 15 crore for an equity stake of 25% each in the company, while the balance 50% is held by IGL. As on March 31, 2024, CUGL has 87 CNG stations. CUGL has achieved revenue from operations of I 690.40 crore and profit of I 71.91 crore for the year ending March 31, 2024, as against I 746.91 crore and I 85.36 crore, respectively, for the previous year. The EPS for the year stood at I 11.99, as against I 14.23 in the year 2022-23. The company has recommended a final dividend of I 1.50 per share for the year 2023-24. In the previous year, CUGL had declared a final dividend of I 4.10 per share.

MAHARASHTRA NATURAL GAS LIMITED (MNGL)

MNGL was set up in January 2006 as a joint venture company with GAIL for implementing the project for supply of natural gas to the household, industrial, commercial and automobile sectors in Pune and its nearby areas. The company was incorporated with an authorized share capital of I 100 crore. The paid-up share capital of the company is I 100 crore. BPCL and GAIL have invested I 22.50 crore each in MNGL's equity capital. Maharashtra Industrial Development Corporation (MIDC), as a nominee of the Maharashtra Government, holds 5% equity and the balance 50% is held by IGL.

MNGL, while strengthening its roots in the existing authorized GA covering Pune and adjoining areas, is also growing in the Nasik GA and Sindhudurg GA in Maharashtra and Ramanagara GA in the state of Karnataka, which were awarded by PNGRB under the 9^th CGD Bidding Round. MNGL has achieved an average sales of 1.42 million Metric Standard Cubic Meters per Day (MMSCMD) in FY 2023-24, resulting in a stupendous volume growth of over 14% with respect to the previous year. The company has commenced 29 Industrial PNG Customers. GNGPL achieved a revenue from operations of I 110.22 crore and a profit of I 1.20 crore for the year ending March 31, 2024, as against a revenue of I 78.98 crore and a profit of I 1.78 crore in the previous year.

BHARAT STARS SERVICES PRIVATE LIMITED (BSSPL)

BSSPL, a joint venture company promoted by BPCL and ST Airport Pte. Ltd., Singapore was incorporated in September 2007. BSSPL is a service provider and is associated with the aviation industry. The authorized and paid-up share capital of BSSPL is I 20 crore. The two promoters have each subscribed to 50% of the equity share capital of BSSPL and BPCL's present investment stands at I 10 crore. BSSPL also has a wholly-owned subsidiary named Bharat Stars Services (Delhi) Private Limited, which is providing Into-Plane (ITP) services at Delhi T-3 International Airport.

The company commenced its ITP operations at Bengaluru in 2008. BSSPL has now increased its footprints at different airports across India, which includes major airports like Delhi, Mumbai, Bengaluru and Chennai. BSSPL also provides Business Support Services (manpower services for fuelling operations) in the petroleum sector. Presently, the company is operating at 78 locations in India. BSSPL has achieved a consolidated revenue from operations of I 82.38 crore and a consolidated profit of I 9.39 crore for the financial year ending March 31, 2024, as against a consolidated revenue from operations of I 63.78 crore and a consolidated profit of I 2.75 crore, respectively, for the previous year.

DELHI AVIATION FUEL FACILITY PRIVATE LIMITED (DAFFPL)

A joint venture company, DAFFPL has been promoted by BPCL, IOCL and Delhi International Airport Limited (DIAL) for implementing open-access Aviation Fuel facility for the new T3, T2 and Cargo terminals at Delhi International Airport. Setting up of an Aviation Hydrant System at the T1 terminal of Delhi International Airport is on the verge of completion. The authorized and paid-up share capital of the company is I 170 crore and I 164 crore, respectively. BPCL and IOCL each have subscribed to 37% of the share capital of the joint venture, while the balance 26% is held by DIAL. DAFFPL has achieved revenue from operations of I 80.00 crore and net loss of I 1.17 crore for the year ending March 31, 2024, as against revenue of I 86.50 crore and profit of I 23.09 crore, respectively during the previous year. The EPS for the year stood at I (0.07), as against I 1.41 in the year 2022-23. The company has recommended interim dividend of I 0.14 per share and nil final dividend, as against interim and final dividend of I 0.43 and I 0.98 per share respectively during the previous year.

MUMBAI AVIATION FUEL FARM FACILITY PRIVATE LIMITED (MAFFFL)

MAFFFL was incorporated in February 2010 by Mumbai International Airport Limited (MIAL). BPCL, IOCL and HPCL became joint venture partners with MIAL in October 2014 with each having an equity holding of 25%. Presently, BPCL has invested an amount of I 52.92 crore towards equity. MAFFFL started its operations from February 2015. The

business of the company is to own, operate and maintain aviation fuel farm facilities and to provide into-plane services at Chhatrapati Shivaji Maharaj International Airport (CSMIA), Mumbai. The facility is being operated on an open-access basis. The revenue to MAFFFL is by way of Fuel Infrastructure Charges, payable by the suppliers for utilizing the facility.

MAFFFL achieved a throughput of 16.24 lakh KL during 2023-24, which is an increase of 34% from 12.12 lakh KL during the previous year. The increase is due to continuing recovery in the aviation sector on account of containment of COVID-19 and lifting of travel restrictions worldwide. MAFFFL has achieved revenue from operations of I 151.44 crore and profit of I 63.41 crore for the year ending March 31, 2024, as against revenue of I 110.31 crore and profit of I 32.01 crore respectively, during the previous year. EPS for the year 2023-24 stood at I 3.00, as against I 1.51 in the year 2022-23.

KANNUR INTERNATIONAL AIRPORT LIMITED (KIAL)

KIAL is an unlisted Public Company promoted by the Government of Kerala to build and operate the airport at Kannur at international standards, primarily to cater to the travelling needs of the large NRI population in the region, which travels frequently to various international destinations, and the flourishing business community and tourists. The authorized share capital of the company is I 3,500 crore and the paid-up share capital of the company as on March 31, 2024 is I 1,338.39 crore, out of which BPCL has contributed I 216.80 crore. Kannur Airport was commissioned in December 2018 and it is one of the four international airports in Kerala. During the year 2023-24, total aircraft movements were 10,885 and passenger traffic was approximately 11.72 lakh, as against 11,939 aircraft movements and approximate passenger traffic of 12.46 lakh in the previous year. There is a decrease in air traffic movement compared to the previous year due to grounding of GoAir aircrafts.

MATRIX BHARAT PTE LIMITED (MXB)

MXB is a joint venture company incorporated in Singapore in May 2008 for carrying out bunkering business and supply of marine lubricants in the Singapore market as well as international bunkering, including expanding into Asian and Middle East markets. The company has been promoted by BPCL and Matrix Marine Fuels L.P. USA, an affiliate of the Mabanaft group of companies, Hamburg, Germany, contributing equally to the share capital of $ 4 million. Matrix Marine Fuels L.P. USA has subsequently transferred their share and interest in the joint venture in favor of Matrix Marine Fuels Pte Limited, Singapore, another affiliate of the Mabanaft group, which has been further transferred in favor of Bomin International Holding GmbH, Germany, yet another affiliate of the Mabanaft group. In March 2021, MXB carried out capital reduction and the revised share capital of MXB stands at $ 0.50 million, with BPCL's share being $ 0.25 million. The company is not carrying out trading activities and is in the process of commencing liquidation. The company has a branch office in India, whose principal activities were to provide support services to the Company. The company has ceased its operations in India since July

2020 and is in the final stages of winding up of its branch office. MXB reported a loss of $ 0.002 million for the year ending December 31, 2023, as against a loss of $ 0.04 million for the year ending December 31, 2022.

KOCHI SALEM PIPELINE PRIVATE LIMITED (KSPPL)

BPCL signed a joint venture agreement with IOCL for implementation of the Kochi-Coimbatore-Salem LPG Pipeline Project and formed a joint venture company, KSPPL in January 2015, on a 50:50 basis. As on March 31, 2024, BPCL has paid an amount of I 637.63 crore towards equity in the company. The project is being executed in four phases. The first phase is a 12 km 12” pipeline from Kochi Refinery (KR) to IOCL Udayamperoor Bottling Plant and a 152.3 km 12” pipeline from KR to Palakkad Receipt Terminal (RT). The 12-km pipeline from KR Dispatch Terminal (DT) to the Udayamperoor RT was commissioned in August 2017 and during the year 2023-24, 377.79 TMT of LPG was transported through this pipeline, as against a quantity of 184.92 TMT in the year 2022-23. With respect to the 152.3 km pipeline from BPCL-KR DT to Palakkad RT, the pipeline has been commissioned on August 26, 2023. The second phase is a 38.6 km 12” pipeline from Puthuvypeen IOCL import terminal to KR, which has been commissioned on October 17, 2023. The third and fourth phases are a 62 km 12” pipeline from Palakkad RT to Coimbatore RT and a 194 km 8” pipeline from Coimbatore RT to Salem RT. The Detailed Engineering Survey is completed and 83% of demand notes for crossing permissions have been obtained for the third phase of the pipeline from Palakkad RT to Coimbatore RT. With respect to the fourth phase of the pipeline from Coimbatore RT to Salem RT, the reconnaissance survey has been completed and 86% of demand notes for crossing permissions have been obtained.

GSPL INDIA TRANSCO LTD. (GITL)

GITL is a joint venture of Gujarat State Petronet Ltd. (GSPL), IOCL, BPCL and HPCL. GSPL has 52% equity participation in the company and the balance equity is held by IOCL (26%), HPCL (11%) and BPCL (11%).

GITL has been authorized to lay a 1,881 km long pipeline from Mallavaram to Bhilwara. The initial section of the project from Reliance Gas Transmission India Limited's interconnection point at Kunchanapalli to Ramagundam Fertilizers & Chemicals Limited's plant at Ramagundam is in operation since 2019-20. During the year 2023-24, the company transported approximately 703 MMSCM of gas, as against 586 MMSCM in the previous year. GITL has reported revenue from operations of I 102.85 crore and a loss of I 15.20 crore for the year ending March 31, 2024, as against revenue from operations of I 103.71 crore and loss of I 11.85 crore in the previous year.

GSPL INDIA GASNET LIMITED (GIGL)

GIGL is a joint venture of Gujarat State Petronet Ltd. (GSPL), IOCL, BPCL and HPCL. GSPL has 52% equity participation

in the company and the balance equity is held by IOCL (26%), HPCL (11%) and BPCL (11%).

GIGL has been authorized to lay two cross-country gas pipelines, viz., Mehsana to Bathinda Pipeline (MBPL) and Bathinda to Gurdaspur (BGPL). The initial sections of the project covering approximately 442 km, viz., Barmer-Pali Pipeline, Palanpur-Pali Pipeline and Jalandhar-Amritsar Pipeline are in operation since 2018-19. The company has successfully commissioned all sections of the MBPL Phase II Project, covering 837 kms out of 940 kms except Section V (Punjab). During the year 2023-24, the company has transported about 2,109.18 MMSCM gas, as against approximately 1,246.26 MMSCM in the previous year. GIGL has reported revenue from operations, of I 365.51 crore and a loss of I 139.28 crore for the year ending March 31, 2024 as against revenue from operations of I 212.80 crore and a loss of ? 158.36 crore in the previous year.

FINO PAYTECH LIMITED (FINO)

BPCL acquired shares in FINO in the year 2016-17. As on March 31, 2024, BPCL has made an investment of I 260.17 crore and holds 21.10% on a fully diluted basis. FINO Payments Bank (FPB) is the main operational subsidiary of the company. FPB is a listed company, wherein FINO holds a 75% share.

PETRONET INDIA LIMITED (PIL)

PIL was formed in the year 1997 as a financial holding company to give impetus to the development of a pipeline network throughout the country. The company carried out business through Special Purpose Vehicles (SPVs) and Joint Venture Companies. In the new Pipelines policy, oil companies were allowed to establish their own pipeline network. PIL obtained appropriate approvals and proceeded to liquidate its investments in joint ventures and subsidiaries. PIL's equity has been purchased by the respective promoter companies, viz., the Petronet CCK Limited stake has been taken over by BPCL, the Petronet MHB Limited stake has been taken over by HPCL and ONGC and the Petronet VK Limited stake has been taken over by IOCL and Reliance Industries Limited (RIL). PIL filed an application before NCLT and the paid-up share capital was reduced from I 100 crore to I 1 crore and I 99 crore was returned to its promoters. BPCL has 16% equity participation in the company, with current investment of I 0.16 crore. During the year 201819, shareholders of the company had approved voluntary winding up of PIL and appointed an Official Liquidator (OL) for the same. Liquidation of the company is under process.

PETRONET CI LIMITED (PCIL)

PCIL was set up in the year 2000 for laying a pipeline for evacuation of petroleum products from refineries at Jamnagar/Koyali to feed consumption zones in central India. BPCL has an equity participation of 11% in this JV. Promoter companies have decided to exit from PCIL and provision for full diminution in the value of investment has been done in the accounts of BPCL. The company is under liquidation.

BHARAT RENEWABLE ENERGY LIMITED (BREL)

BREL was incorporated in June 2008 for undertaking the production, procurement, cultivation and plantation of horticulture crops such as Karanj, Jathropha and Pongamia, trading, research and development, and management of all the crops and plantation, including biofuels in the State of Uttar Pradesh, with an authorized share capital of I 30 crore. The company has been promoted by BPCL with Nandan Cleantec Limited (Nandan Biomatrix Limited), Hyderabad and the Shapoorji Pallonji group, through their affiliate SP Agri Management Services Pvt. Ltd. A company petition was filed before the High Court of Judicature at Allahabad (Lucknow Bench) for winding up BREL. By the judgment dated December 21, 2015 the company was ordered to be wound up and an OL was appointed to proceed in accordance with the provisions of the Companies Act. All assets and records of the company have been deposited with the OL and the OL has since submitted a status request to the High Court of Judicature at Allahabad. A reply to the report submitted by the OL has been given and the matter is pending in the High Court of Judicature at Allahabad.

RATNAGIRI REFINERY AND PETROCHEMICALS LIMITED (RRPCL)

Ratnagiri Refinery and Petrochemicals Limited (RRPCL) is a joint venture company promoted by IOCL, BPCL and HPCL, with equity participation in the ratio of 50:25:25. RRPCL has planned to set up an integrated refinery-cum-petrochemical complex on the west coast of Maharashtra. Saudi Aramco and ADNOC have also signed an MoU to partner in RRPCL to jointly execute this project along with IOCL, BPCL and HPCL. The allocation of land for the project has been delayed. The Government of Maharashtra has offered land in the Ratnagiri District of Maharashtra for the project, which is under evaluation to ascertain its suitability.

IHB LIMITED (IHBL)

IHBL is a joint venture company of IOCL, BPCL and HPCL, with equity participation in the ratio of 50:25:25. IHBL was incorporated in July 2019 as IHB Private Limited to construct, operate and manage the approximately 2,800 km long Kandla-Gorakhpur LPG Pipeline (KGPL) for meeting the LPG demand of the bottling plants enroute to the pipeline in the States of Gujarat, Madhya Pradesh and Uttar Pradesh. The company was converted into a public limited company with effect from April 6, 2021. The pipeline will cater to the LPG requirement of 22 LPG bottling plants of IOCL, HPCL and BPCL located in the aforementioned States.

The Kandla-Gorakhpur Pipeline would connect and meet the requirement of seven LPG bottling plants of BPCL situated at Hariyala, Indore, Bhopal, Jhansi, Kanpur, Allahabad and Gorakhpur. The approved total cost of the KGPL project was I 10,088 crore and I 6,363 crore have been incurred till March 31, 2024 under the project. As on March 31, 2024, BPCL has made an equity contribution of I 764.50 crore. The overall progress achieved for the KGPL Project as on March 31,2024 is 86%. The scheduled completion date of the KGPL project was December

2021, which was revised by PNGRB to June 30, 2024. Request for further extension has been applied to PNGRB.

UJJWALA PLUS FOUNDATION (UPF)

UPF was incorporated in July 2017 as a joint venture company among the three PSU Oil Marketing Companies, viz., BPCL, HPCL and IOCL (in the ratio of 25:25:50) under Section 8 of the Companies Act, 2013 to provide LPG connections to poor women who are left out of the Pradhan Mantri Ujjwala Yojana. Subsequently, various schemes have been announced by the Government of India, with an objective to expand the coverage/usage of LPG by the poor in the country. Since the core purpose of the UPF formation is getting fulfilled by way of various Government schemes announced from time to time, no major activity has been undertaken under the UPF.

MANAGEMENT DISCUSSION & ANALYSIS REPORT (MDA)

The MDA for the year under review, as stipulated under Regulation 34(e) of SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015, is presented in a separate section forming part of the Annual Report.

The forward-looking statements made in the MDA are based on certain assumptions and expectations of future events. The Directors cannot guarantee that these assumptions are accurate or these expectations will materialize. The data, facts, figures and information given in the portions of MDA other than Company performance have been taken from reports, studies and websites of various credible agencies.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Sub-Section (3) (m) of Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, are enclosed as Annexure A to the Directors' Report.

MEMORANDUM OF UNDERSTANDING WITH MINISTRY OF PETROLEUM & NATURAL GAS

BPCL has entered into a Memorandum of Understanding (MoU) for the year 2023-24 with MoP&NG. An MoU for the year 2024-25 is under finalization.

The Company has achieved an 'Excellent' performance rating for MoU 2022-23, with a composite score of 90%.

BOARD EVALUATION

As per the provisions of Section 134(3)(p) of the Companies Act, 2013, a listed entity is required to include a statement indicating the manner of formal evaluation of performance of the Board, its Committees and individual Directors. However, the said provisions are exempted for Government Companies, as the performance evaluation of the Directors is carried out by the Administrative Ministry, i.e., Ministry of Petroleum and Natural Gas (MoP&NG), as per laid-down evaluation methodology.

In line with the Companies (Accounts) Rules, 2014, rule 8 (5) (iiia), in the opinion of the Board, the Independent Directors possess integrity, requisite expertise and experience.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The provisions of Section 134(3)(e) of the Companies Act, 2013 are not applicable to a Government Company. Consequently, details of Company's policy on Directors' appointment and other matters are not provided under Section 178 (3) of the Act.

Similarly, Section 197 of the Companies Act, 2013 shall not apply to a Government Company. Consequently, there is no requirement of disclosure of the ratio of the remuneration of each Director to the median employee's remuneration and other such details, including the statement showing the names and other particulars of every employee of the Company, who, if employed throughout/part of the financial year, was in receipt of remuneration in excess of the limits set out in the Rules in terms of Section 197(12) of the Act read with Rule 5 (1)/(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Chairman & Managing Director and the Whole-time Directors of the Company did not receive any remuneration or commission from any of its Subsidiaries.

BPCL being a Government Company, its Directors are appointed/nominated by the Government of India as per the Government/DPE Guidelines, which also include fixation of pay criteria, determining of qualifications and other matters.

CORPORATE GOVERNANCE

The Report on Corporate Governance, together with the Auditors' Certificate on compliance of Corporate Governance, is appended as Annexure D as required under Listing Regulations and Department of Public Enterprises Guidelines of Corporate Governance for Central Public Sector Enterprises.

SECRETARIAL STANDARDS

The Company complies with the mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

SOCIAL, ENVIRONMENTAL, ECONOMIC, STAKEHOLDER, CUSTOMER, HEALTH AND SAFETY RESPONSIBILITIES AND BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Company is committed to be a responsible Corporate Citizen in society, which leads to sustainable growth and economic development for the nation as well as all stakeholders. In order to be a responsible business to meet its commitment, the Board of Directors of the Company have adopted and delegated to the Sustainability Committee the implementation of a Business Responsibility Policy based

on the principles of National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business as issued by the Ministry of Corporate Affairs, Government of India. BPCL's Sustainability Report is in accordance with the Global Reporting Initiative (GRI).

As stipulated under the Listing Regulations, the Business Responsibility and Sustainability Report describing the initiatives taken by the Company from the Environmental, Social and Governance (ESG) perspective is appended as part of the Annual Report.

TRANSACTIONS WITH RELATED PARTIES

During the year 2023-24, the Company has entered into contracts or arrangements with related parties, which were in the ordinary course of business and on an arm's length basis.

The required information on transactions with related parties are provided in Annexure G in Form AOC-2 in accordance with Section 134(3) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

The Policy on related party transactions, including material related parties, is available on the Company's website at the link https://www.bharatpetroleum.in/bharat-petroleum-for/ Investors/Revised%20RPT%20Policy.pdf

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has provided Loans/Guarantees to its Subsidiaries/Joint Ventures and has made Investments in compliance with the provisions of the Companies Act, 2013. The disclosure in this regard, as required under Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in Annexure H.

RISK MANAGEMENT

The Company has adopted a Risk Management Charter and Policy for self-regulatory processes and procedures for ensuring the conduct of the business in a risk-conscious manner and for managing risks on an ongoing basis

Accordingly, the Company has adopted an Enterprise Risk Management Policy, a Commodity Risk Management Policy and a Financial Risk Management Policy. As per the Risk Management Charter and Policy, the company has identified risks in the categories of (i) Business Excellence (ii) Operations (iii) Information Technology (iv) Human Resources (v) Strategic (vi) Financial (vii) Logistics (viii) Marketing (ix) Legal and Regulatory (x) Brand (xi) Environment (xii) Security (xiii) Procurement and (xiv) Research and Development.

A Risk Management Committee has been constituted by the Board of Directors for reviewing and recommending the risk management plan comprising risks assessed and their mitigation plans, along with reviewing and recommending the

risk management report for approval of the Board of Directors with the recommendation of the Audit Committee. The Company's internal financial controls and risk management systems are assessed by the Audit Committee/Board.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c)/(5) of the Companies Act, 2013, the Directors of the Company confirm that:

a)    In the preparation of the Annual Accounts for the year ended March 31, 2024, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b)    The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c)    The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d)    The Directors have prepared the annual accounts on a 'going concern' basis;

e)    The Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively; and

f)    The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Shri Rajkumar Dubey, Director (Human Resources) was appointed as an Additional Director of the Company w.e.f. May 1, 2023. Thereafter, he was appointed as Director (Human Resources) by the shareholders at the AGM on August 28, 2023.

Shri Suman Billa, Government Nominee Director has ceased to be the Director of the Company w.e.f. May 11, 2024 on account of a change in his assignment in the Government.

Shri Acharath Parakat Mahalil Mohamedhanish, Government Nominee Director was appointed as Additional Director of the Company w.e.f. July 19, 2024, subject to the approval of the Shareholders at the ensuing AGM. Notice under Section 160 of the Act has been received proposing his candidature for the appointment as Director at the ensuing AGM.

Shri Vetsa Ramakrishna Gupta, Director (Finance), will retire by rotation at the ensuing AGM as per the provisions of Section 152 of the Act, and being eligible, has offered his candidature for reappointment as Director at the said meeting.

As required under the Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a brief resume of the above Directors who are being appointed/reappointed at the AGM is provided in the Notice.

DECLARATION OF INDEPENDENCE

The Independent Directors of the Company have provided a declaration confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

FAMILIARIZATION PROGRAMS

The Company has adopted a policy for the training requirements of Board Members. The details thereof with the programs sponsored for familiarization of Independent Directors with the Company are available at the Company's web link https://www.bharatpetroleum.in/images/files/ Details%20of%20Familiarization%20Programs 2024.pdf

AUDIT COMMITTEE

The details of the composition of the Audit Committee, terms of reference, meetings held, etc. are provided in the Corporate Governance Report, which forms part of this Report. During the year, there were no cases where the Board had not accepted any recommendation of the Audit Committee.

VIGIL MECHANISM

There exists a vigil mechanism to report genuine concerns in the Company. The Company has implemented a WhistleBlower Policy to ensure greater transparency in all aspects of the Company's functioning. The objective of the policy is to build and strengthen a culture of transparency and to provide employees with a framework for responsible and secure reporting of improper activities.

The vigil mechanism provides adequate safeguards against victimization of persons who use the mechanism and has provision for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. The details of establishment of this mechanism are disclosed at the Company's web link https://www.bharatpetroleum.in/ images/files/Whistle%20Blower%20Policy%20final.pdf

NUMBER OF MEETINGS OF THE BOARD AND COMMITTEES OF THE BOARD

Sixteen meetings of the Board of Directors were held during the year. The details of Board and Sub-Committee meetings held during the year and attendance of the members thereat are provided in the Corporate Governance Report, which forms a part of this Report. The intervening gap between the Board meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

ANNUAL RETURN

As required under Section 92 (3) of the Companies Act, 2013, the Annual Return of the Company for the year 2023-24 is

The Secretarial Audit Report contains observations that during the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. as applicable to the Company, except to the extent as mentioned below:

1) The Company does not have the requisite number of Independent Directors on the Board as required under Regulation 17(1)(b) of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 and Clause 3.1.4 of the DPE Guidelines during the period May 1, 2023 till March 31, 2024;

Explanation by the Board to the above observation in the Secretarial Auditor Report:

Bharat Petroleum Corporation Ltd (BPCL) is a Government Company under the Administrative Control of Ministry of Petroleum and Natural Gas. The nomination/appointment of all categories of Directors are done by Government of India in accordance with the laid down guidelines of Department of Public Enterprises. Accordingly, the subject matter of nomination/appointment of adequate number of Independent Directors falls under the purview of the Government of India. BPCL has from time to time communicated to the Ministry of Petroleum & Natural Gas with respect to the requirement of requisite number of Independent Directors under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

GENERAL

There were no significant or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations in future. The Company has not issued equity shares with differential rights/sweat equity shares.

The Company has an Internal Complaints Committee (ICC) to address complaints pertaining to sexual harassment in the workplace. During the year, three complaints of sexual harassment were received, out of which one has been disposed of and in the other two complaints (received in March 2024), enquiry is in progress.

The Committee has worked extensively on creating awareness on the relevance of sexual harassment issues. Apart from the workshops conducted for employees of the organization, it is ensured that a session on Prevention of Sexual Harassment at the Workplace (POSH) is included as part of the Induction Training of all new recruits.

business partners and shareholders, empowering us to envision even greater ambitions.

India is on an extraordinary growth path, with an even more promising future ahead. Recognizing this vast potential, the Directors remain highly optimistic about India's prospects as the Company accelerates towards an exciting and dynamic future.