General information about company |
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|---|---|
| Scrip Code | 500103 |
| NSE Symbol | BHEL |
| MSEI Symbol | NOTLISTED |
| ISIN | INE257A01026 |
| Name of the entity | BHARAT HEAVY ELECTRICALS LIMITED |
| Date of start of financial year | 01-Apr-2025 |
| Date of end of financial year | 31-Mar-2026 |
| Reporting Quarter | Yearly |
| Date of Quarter Ending | 31-Mar-2026 |
| Type of company | Equity |
| Whether Annexure I (Part A) of the SEBI Circular dated December 31, 2024 related to Compliance Report on Corporate Governance is applicable to the entity? | Yes |
| Whether Annexure I (Part B) of the SEBI Circular dated December 31, 2024 related to Investor Grievance Redressal Report is Applicable to the entity? | Yes |
| Whether Annexure I (Part C) of the SEBI Circular dated December 31, 2024 related to Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies is Applicable to the entity? | Yes |
| Whether Annexure I (Part D) of the SEBI Circular dated December 31, 2024 related to Disclosure of Imposition of Fine or Penalty is Applicable to the entity? | Yes |
| Whether Annexure I (Part E) of the SEBI Circular dated December 31, 2024 related to Disclosure of Updates to Ongoing Tax Litigations or Disputes is Applicable to the entity? | Yes |
| Whether Annexure I (Part F) of the SEBI Circular dated December 31, 2024 related to Disclosure Of Loans / Guarantees / Comfort Letters / Securities Etc. is Applicable to the entity? | No |
| Reason For Part F Of Annexure I Disclosure Of Loans Or Guarantees Or Comfort Letters Or Securities Etc Is Not Applicable To The Entity | During the quarter, there is NIL information related to disclosure of Loans/Guarantees/Comfort Letters/Securities etc. |
| Risk management committee | Yes |
| Market Capitalisation as per immediate previous Financial Year | Top 500 listed entities |
| Is SCORE ID Available ? | Yes |
| SCORE Registration ID | BOO133 |
| Reason For No SCORE ID | |
| Type of Submission | Original |
| Remarks (website dissemination) | |
Annexure I |
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| Annexure I to be submitted by listed entity on quarterly basis | ||||||||||||||||||||||||||
| I. Composition of Board of Directors |
| Disclosure of notes on composition of board of directors explanatory | 1.Shri K S Murthy is Chairman cum Managing Director of BHEL w.e.f. 01-11-2023. 2. Shri Asit Gopal is appointed as Govt Nominee Director w.e.f. 03-02-2026. 5. Shri Ashok Kumar Aseri, Independent Director ceased to be Director on the Board of BHEL consequent to completion of his tenure on 27.03.2026. 6. Shri Aashish Chaturvedi, Independent Director ceased to be Director on the Board of BHEL consequent to completion of his tenure on 27.03.2026. 7. Shri Krishna Kumar Thakur, Director (HR) relinquished his charge from BHELs Board of Directors w.e.f. 19.03.2026 (F/N) consequent to his selection as Director (Personnel) in NMDC Limited. Accordingly, he ceased to be Director on the Board of BHEL w.e.f. 19.03.2026 (F/N). 8. Shri Tajinder Gupta, Director (Power), has been entrusted with the additional charge of the post of Director (HR) w.e.f. 19.03.2026 (F/N). | |||||||||||||||||||||||||
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| Whether the listed entity has a Regular Chairperson | Yes | |||||||||||||||||||||||||
| Whether Chairperson is related to MD or CEO | Yes | Disqualification of Directors under section 164 of the Companies Act, 2013 | ||||||||||||||||||||||||
| Sr | Title (Mr / Ms) | Name of the Director | PAN | DIN | Category 1 of directors | Category 2 of directors | Category 3 of directors | Date of Birth | Whether the director is disqualified? | Start Date of disqualification | End Date of disqualification | Details of disqualification | Current status | Whether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations] | Date of passing special resolution | Initial Date of appointment | Date of Re-appointment | Date of cessation | Tenure of director (in months) | No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations) | No of Independent Directorship in listed entities including this listed entity [with reference to proviso to regulation 17A(1) & 17A(2)] | Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations) | No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) | Reason for Cessation | Notes for not providing PAN | Notes for not providing DIN |
| 1 | Mr. | K S Murthy | 09184201 | Executive Director | Chairperson | MD | 14-Feb-1967 | No | Active | NA | 01-Nov-2023 | 1 | 0 | 0 | 0 | |||||||||||
| 2 | Mr. | Asit Gopal | 08548124 | Non-Executive - Nominee Director | Not Applicable | 01-Jul-1966 | No | Active | NA | 03-Feb-2026 | 4 | 0 | 0 | 0 | ||||||||||||
| 3 | Mr. | Vijay Mittal | 09548096 | Non-Executive - Nominee Director | Not Applicable | 02-Aug-1967 | No | Active | NA | 25-Mar-2022 | 2 | 0 | 0 | 0 | ||||||||||||
| 4 | Mr. | Ramesh Patlya Mawaskar | 10194932 | Non-Executive - Independent Director | Not Applicable | 06-Jul-1969 | No | Active | NA | 08-Jun-2023 | 08-Jun-2023 | 33.23 | 1 | 1 | 2 | 2 | ||||||||||
| 5 | Mr. | Ashok Kumar Aseri | 09405164 | Non-Executive - Independent Director | Not Applicable | 01-Jun-1971 | No | Active | NA | 29-Mar-2025 | 29-Mar-2025 | 27-Mar-2026 | 11.3 | 1 | 1 | 2 | 1 | Tenure Completion | ||||||||
| 6 | Mr. | Aashish Chaturvedi | 00534621 | Non-Executive - Independent Director | Not Applicable | 16-Nov-1977 | No | Active | NA | 29-Mar-2025 | 29-Mar-2025 | 27-Mar-2026 | 11.3 | 1 | 1 | 1 | 0 | Tenure Completion | ||||||||
| 7 | Mr. | Krishna Kumar Thakur | 10172666 | Executive Director | Not Applicable | 11-Nov-1973 | No | Active | NA | 04-Jul-2023 | 19-Mar-2026 | 1 | 0 | 1 | 0 | Others | ||||||||||
| 8 | Mr. | Tajinder Gupta | 10327530 | Executive Director | Not Applicable | 01-Mar-1967 | No | Active | NA | 20-Sep-2023 | 1 | 0 | 1 | 0 | ||||||||||||
| 9 | Ms. | Bani Varma | 10337787 | Executive Director | Not Applicable | 29-Dec-1967 | No | Active | NA | 09-Oct-2023 | 1 | 0 | 1 | 0 | ||||||||||||
| 10 | Mr. | Rajesh Kumar Dwivedi | 10048893 | Executive Director | Not Applicable | 19-Jan-1968 | No | Active | NA | 19-Jun-2024 | 1 | 0 | 1 | 0 | ||||||||||||
| 11 | Mr. | S M Ramanathan | 11084884 | Executive Director | Not Applicable | 22-Jan-1967 | No | Active | NA | 30-Apr-2025 | 1 | 0 | 0 | 0 | ||||||||||||
Annexure 1 |
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II. Composition of Committees |
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| Disclosure of notes on composition of committees explanatory | Shri Ashok Kumar Aseri ceased to be member of Audit Committee consequent to completion of his tenure on 27.03.2026..Shri Aashish Chaturvedi ceased to be member of Audit Committee consequent to completion of his tenure on 27.03.2026.. |
Audit Committee Details |
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|---|---|
| Whether the Audit Committee has a Regular Chairperson | Yes |
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
|---|---|---|---|---|---|---|---|
| 1 | 10194932 | Ramesh Patlya Mawaskar | Non-Executive - Independent Director | Chairperson | 13-Jul-2023 | ||
| 2 | 09405164 | Ashok Kumar Aseri | Non-Executive - Independent Director | Member | 29-Mar-2025 | 27-Mar-2026 | Textual Information(1) |
| 3 | 00534621 | Aashish Chaturvedi | Non-Executive - Independent Director | Member | 01-Oct-2025 | 27-Mar-2026 | Textual Information(2) |
Text Block |
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| Textual Information(1) | Shri Ashok Kumar Aseri ceased to be member of Audit Committee consequent to completion of his tenure on 27.03.2026. |
| Textual Information(2) | Shri Aashish Chaturvedi ceased to be member of Audit Committee consequent to completion of his tenure on 27.03.2026. |
Nomination and remuneration committee |
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|---|---|
| Whether the Nomination and remuneration committee has a Regular Chairperson | Yes |
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
|---|---|---|---|---|---|---|---|
| 1 | 10194932 | Ramesh Patlya Mawaskar | Non-Executive - Independent Director | Chairperson | 13-Apr-2024 | ||
| 2 | 09548096 | Vijay Mittal | Non-Executive - Nominee Director | Member | 25-Mar-2022 | ||
| 3 | 09405164 | Ashok Kumar Aseri | Non-Executive - Independent Director | Member | 29-Mar-2025 | 27-Mar-2026 | Textual Information(1) |
Text Block |
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| Textual Information(1) | Shri Ashok Kumar Aseri ceased to be member of Nomination and Remuneration Committee consequent to completion of his tenure on 27.03.2026. |
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Stakeholders Relationship Committee |
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| Whether the Stakeholders Relationship Committee has a Regular Chairperson | Yes | |
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
|---|---|---|---|---|---|---|---|
| 1 | 09405164 | Ashok Kumar Aseri | Non-Executive - Independent Director | Chairperson | 29-Mar-2025 | 27-Mar-2026 | Textual Information(1) |
| 2 | 10194932 | Ramesh Patlya Mawaskar | Non-Executive - Independent Director | Chairperson | 13-Jul-2023 | Textual Information(2) | |
| 3 | 10172666 | Krishna Kumar Thakur | Executive Director | Member | 02-Nov-2024 | 19-Mar-2026 | Textual Information(3) |
| 4 | 10327530 | Tajinder Gupta | Executive Director | Member | 19-Mar-2026 | Textual Information(4) | |
| 5 | 10337787 | Bani Varma | Executive Director | Member | 09-Oct-2023 | ||
| 6 | 10048893 | Rajesh Kumar Dwivedi | Executive Director | Member | 17-May-2025 |
Text Block |
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| Textual Information(1) | Shri Ashok Kumar Aseri ceased to be Chairperson of Stakeholders Relationship Committee consequent to completion of his tenure on 27.03.2026. |
|---|---|
| Textual Information(2) | Shri Ramesh Patlya Mawaskar was member of Stakeholders Relationship Committee from 13.07.2023 to 01.11.2024, chairperson from 02.11.2024 to 28.03.2025, member from 29.03.2025 to 27.03.2026 and thereafter became chairperson w.e.f. 28.03.2026. |
| Textual Information(3) | Shri Krishna Kumar Thakur, Director (HR) ceased to be Director on the Board of BHEL w.e.f. 19.03.2026 (F/N). Consequently he ceased to be member of Stakeholders Relationship Committee. |
| Textual Information(4) | Shri Tajinder Gupta, Director (Power), has been entrusted with the additional charge of the post of Director (HR) w.e.f. 19.03.2026 (F/N). Consequently, he became member of Stakeholders Relationship Committee. |
Risk Management Committee |
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|---|---|
| Whether the Risk Management Committee has a Regular Chairperson | Yes |
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
|---|---|---|---|---|---|---|---|
| 1 | 09548096 | Vijay Mittal | NED,ND | Chairperson | 01-Oct-2025 | ||
| 2 | 00534621 | Aashish Chaturvedi | ID | Member | 29-Mar-2025 | 27-Mar-2026 | Textual Information(1) |
| 3 | 10194932 | Ramesh Patlya Mawaskar | ID | Member | 28-Mar-2026 | Textual Information(2) | |
| 4 | 10172666 | Krishna Kumar Thakur | ED | Member | 04-Jul-2023 | 19-Mar-2026 | Textual Information(3) |
| 5 | 10327530 | Tajinder Gupta | ED | Member | 20-Sep-2023 | Textual Information(4) | |
| 6 | 10337787 | Bani Varma | ED | Member | 09-Oct-2023 | ||
| 7 | 10048893 | Rajesh Kumar Dwivedi | ED | Member | 19-Jun-2024 | ||
| 8 | 11084884 | S M Ramanathan | ED | Member | 17-May-2025 | ||
| 9 | 99999999 | Jitendra Das | Chairman Risk Management Steering Committee | Member | 23-Nov-2023 | Textual Information(5) | |
| 10 | 99999999 | Shyamala Venkataraman | Chief Risk Officer | Member | 26-Mar-2026 | Textual Information(6) |
Text Block |
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| Textual Information(1) | Shri Aashish Chaturvedi ceased to be member of Risk Management Committee consequent to completion of his tenure on 27.03.2026. |
| Textual Information(2) | Shri Ramesh Patlya Mawaskar is new member of Risk Management Committee w.e.f. 28-03-2026. |
| Textual Information(3) | Shri Krishna Kumar Thakur, Director (HR) ceased to be Director on the Board of BHEL w.e.f. 19.03.2026 (F/N).Consequently he ceased to be member of Risk Management Committee. |
| Textual Information(4) | Shri Tajinder Gupta, Director (Power), has been entrusted with the additional charge of the post of Director (HR) w.e.f. 19.03.2026 (F/N).Consequently, he became member of Risk Management Committee. |
| Textual Information(5) | Shri Jitendra Das is non-director member in Risk Management Committee. |
| Textual Information(6) | Ms Shyamala Venkataramanhas been appointed as Chief Risk Officer w.e.f 26.03.2026.She is non-director memeber in Risk Management Committee. Ms Aruna Gulati was non-director member of the Committee up to 25.03.2026. |
Annexure 1 |
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| III. Meeting of Board of Directors | ||||||||
| Disclosure of notes on meeting of board of directors explanatory | ||||||||
| Sr | Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) | Maximum gap between any two consecutive (in number of days) | Notes for not providing Date | Whether requirement of Quorum met (Yes/No) | Total Number of Directors as on date of the meeting | Number of Directors present* (All directors including Independent Director) | No. of Independent Directors attending the meeting* | |
| 1 | 29-Oct-2025 | Yes | 10 | 10 | 3 | |||
| 2 | 19-Jan-2026 | 81 | Yes | 10 | 10 | 3 | ||
| 3 | 04-Feb-2026 | 15 | Yes | 11 | 11 | 3 | ||
| 4 | 19-Mar-2026 | 42 | Yes | 10 | 10 | 3 | ||
Annexure 1 |
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| IV. Meeting of Committees | ||||||||||
| Disclosure of notes on meeting of committees explanatory | Maximum gap between two consecutive meetings is coming as 14 days in row number 3 for Audit Committee which is auto calculated. The same may be considered as blank. | |||||||||
| Sr | Name of Committee | Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) | Maximum gap between any two consecutive (in number of days) | Name of other committee | Reson for not providing date | Whether requirement of Quorum met (Yes/No) | Total Number of Directors in the Committee as on date of the meeting | Number of Directors Present (All Directors including Independent Director) | No. of Independent Directors attending the meeting* | No. of members attending the meeting (other than Board of Directors) |
| 1 | Nomination and remuneration committee | 14-Oct-2025 | Yes | 3 | 3 | 2 | 0 | |||
| 2 | Audit Committee | 29-Oct-2025 | 14 | Yes | 3 | 3 | 3 | 0 | ||
| 3 | Audit Committee | 19-Jan-2026 | 81 | Yes | 3 | 3 | 3 | 0 | ||
| 4 | Audit Committee | 04-Feb-2026 | 15 | Yes | 3 | 3 | 3 | 0 | ||
| 5 | Audit Committee | 19-Mar-2026 | 42 | Yes | 3 | 3 | 3 | 0 | ||
| 6 | Risk Management Committee | 25-Feb-2026 | Yes | 7 | 6 | 1 | 2 | |||
| 7 | Stakeholders Relationship Committee | 29-Oct-2025 | Yes | 5 | 5 | 2 | 0 | |||
| 8 | Stakeholders Relationship Committee | 19-Jan-2026 | 81 | Yes | 5 | 5 | 2 | 0 | ||
Annexure 1 |
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| VI. Affirmations | ||
| Sr | Subject | Compliance status (Yes/No) |
| 1 | The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 | No |
| 2 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit Committee | No |
| 3 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committee | No |
| 4 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committee | Yes |
| 5 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable to the top 1000 listed entities) | Yes |
| 6 | The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. | Yes |
| 7 | The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015 | Yes |
| 8 | This report and/or the report submitted in the previous quarter has been placed before Board of Directors. | Yes |
| 9 | Any comments/observations/advice of Board of Directors may be mentioned here: | The Board of Directors has an appropriate mix of Functional Directors, Government Nominee Directors and Non-Executive Independent Directors. BHEL's Board structure consists of 16 (sixteen) directors comprising Chairman & Managing Director, 5 (five) Whole-time Directors (Functional Directors), 2 (two) Government Nominees and 8 (eight) Non-Executive Independent Directors (IDs). It is submitted that as on 31.03.2026, BHEL Board consists of 7 (seven) Non-IDs and 1 (one) ID. Based upon actual strength,there is a shortfall of 6 (six) IDs on the Board of BHEL. The composition of Audit Committee and Nomination & Remuneration Committee was in terms of SEBI (LODR) Regulations, 2015 up to 27.03.2026. On completion of tenure of two IDs on 27.03.2026, there is only 1 (one) ID on the Board of BHEL. The matter of filling up of these vacancies is under process at the end of Government of India. |
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Annexure 1 |
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| Sr | Subject | Compliance status |
| 1 | Name of signatory | Yogesh R Chhabra |
| 2 | Designation | Company Secretary and Compliance Officer |
Details of Cyber security incidence |
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| Whether as per Regulation 27(2)(ba) of SEBI (LODR) Regulations, 2015 there has been cyber security incidents or breaches or loss of data or documents during the quarter | No | |
| Other details of cyber security incidence or breaches or loss of data event | ||
| Number of cyber security incidence or breaches or loss of data event occurred during the quarter | ||
| Sr | Date of the event | Brief details of the event |
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| Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year) | ||||
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| I. Disclosure on website in terms of LODR Regulation | ||||
| Sr | Item | Compliance status (Yes/No/NA) | If status is No details of non-compliance may be given here. | Web address |
| 1.1 | Details of business | Yes | https://www.bhel.com/business-profile | |
| 1.2 | Memorandum of Association and Articles of Association | Yes | https://www.bhel.com/sites/default/files/2025-12/MOA_AOA_BHEL_dec253012.pdf | |
| 1.3 | Brief profile of board of directors including directorship and full time positions in body corporates | Yes | https://www.bhel.com/board-of-directors | |
| 2 | Terms and conditions of appointment of independent directors | Yes | https://www.bhel.com/terms-conditions-appointment-independent-directors | |
| 3 | Composition of various committees of board of directors | Yes | https://www.bhel.com/composition-of-board-level-committees | |
| 4 | Code of conduct of board of directors and senior management personnel | Yes | https://www.bhel.com/codes-conduct | |
| 5 | Details of establishment of vigil mechanism or whistle blower policy | Yes | https://www.bhel.com/whistle-blower-policy | |
| 6 | Criteria of making payments to non-executive directors | Yes | https://www.bhel.com/terms-conditions-appointment-independent-directors | |
| 7 | Policy on dealing with related party transactions | Yes | https://www.bhel.com/policy-regard-related-party-transactions-0 | |
| 8 | Policy for determining material subsidiaries | Yes | https://www.bhel.com/policy-regard-related-party-transactions-0 | |
| 9 | Details of familiarization programmes imparted to independent directors | Yes | https://www.bhel.com/2025-26 | |
| 10 | Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances | Yes | https://www.bhel.com/contact-details-investor-grievance-redressal | |
| 11 | Email address for grievance redressal and other relevant details | Yes | https://www.bhel.com/contact-details-investor-grievance-redressal | |
| 12 | Financial results | Yes | https://www.bhel.com/financial-information | |
| 13 | Shareholding pattern | Yes | https://www.bhel.com/distribution-shareholding-pattern | |
| 14 | Details of agreements entered into with the media companies and/or their associates | NA | ||
| 15.1 | Schedule of analyst or institutional investor meet and presentation prepared by listed entity for analyst or institutional investor meet | Yes | https://www.bhel.com/conference-calls-notices https://www.bhel.com/conferences-calls-transcripts-supplementary-information | |
| 15.2 | Audio or video recordings and transcripts of post earnings/quarterly calls | Yes | https://www.bhel.com/audio-or-video-recording-and-transcripts-post-earningsquarterly-calls-0 | |
| 16 | New name and the old name of the listed entity | NA | ||
| 17 | Advertisements as per regulation 47 (1) | Yes | https://www.bhel.com/notice-announcement | |
| 18 | Credit rating or revision in credit rating obtained | Yes | https://www.bhel.com/credit-rating-other-disclosure | |
| 19 | Separate audited financial statements of each subsidiary of the listed entity | NA | ||
| 20 | Secretarial compliance report | Yes | https://www.bhel.com/secretarial-compliance-report | |
| 21 | Materiality policy as per regulation 30 (4) | Yes | https://www.bhel.com/policy-determination-materiality-events-information | |
| 22 | Disclosure of contact details of KMP who are authorized for the purpose of determining materiality as required under regulation 30(5) | Yes | https://bhel.com/contact-details-key-managerial-personnel-authorized-determining-materiality-event-information | |
| 23 | Disclosures under regulation 30(8) | Yes | https://www.bhel.com/notice-announcement | |
| 24 | Statements of deviation(s) or variations(s) as specified in regulation 32 | NA | ||
| 25 | Dividend distribution policy as specified in regulation 43A (1) | Yes | https://www.bhel.com/dividend-distribution-policy-bhel-0 | |
| 26.1 | Annual return as provided under section 92 of the Companies Act 2013 | Yes | https://www.bhel.com/annual-return | |
| 26.2 | Employee benefit scheme documents framed in terms of SEBI (SBEB) regulations 2021 | |||
| 27 | Confirmation that the above disclosures are in a separate section as specified in regulation 46(2) | Yes | https://www.bhel.com/disclosure-under-regulation-46-sebi-lodr-regulations | |
| 28 | Compliance with regulation 46(3) with respect to accuracy of disclosures on the website and timely updation | Yes | https://www.bhel.com/disclosure-under-regulation-46-sebi-lodr-regulations | |
| 29 | Disclosure of notes on website in terms of Listing Regulations explanatory | |||
Annexure II |
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| II. Annual Affirmations | ||||
| Sr | Particulars | Regulation Number | Compliance status (Yes/No/NA) | If status is No details of non-compliance may be given here. |
| 1 | Independent director(s) have been appointed in terms of specified criteria of independence and/or eligibility | 16(1)(b) | Yes | |
| 2 | Board Composition | 17(1), 17(1A) & 17(1C), 17(1D) & 17(1E) | No | The Board of Directors has an appropriate mix of Functional Directors, Government Nominee Directors and Non-Executive Independent Directors. BHEL's Board structure consists of 16 (sixteen) directors comprising Chairman & Managing Director, 5 (five) Whole-time Directors (Functional Directors), 2 (two) Government Nominees and 8 (eight) Non-Executive Independent Directors (IDs). It is submitted that as on 31.03.2026, BHEL Board consists of 7 (seven) Non-IDs and 1 (One) ID. Based upon actual strength, there is a shortfall of 6 (Six) IDs on the Board of BHEL. The matter of filling up of these vacancies is under process at the end of Government of India. |
| 3 | Meeting Of Board Of Directors | 17(2) | Yes | |
| 4 | Quorum of board meeting | 17(2A) | Yes | |
| 5 | Review of Compliance Reports | 17(3) | Yes | |
| 6 | Plans for orderly succession for appointments | 17(4) | Yes | |
| 7 | Code of Conduct | 17(5) | Yes | |
| 8 | Fees/compensation | 17(6) | Yes | |
| 9 | Minimum Information | 17(7) | Yes | |
| 10 | Compliance Certificate | 17(8) | Yes | |
| 11 | Risk Assessment & Management | 17(9) | Yes | |
| 12 | Performance Evaluation of Independent Directors | 17(10) | NA | |
| 13 | Recommendation of Board | 17(11) | Yes | |
| 14 | Maximum number of Directorships | 17A | Yes | |
| 15 | Composition of Audit Committee | 18(1) | No | The composition of Audit Committee was in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 up to 27.03.2026. On completion of tenure of 2 (two) Independent Directors (IDs) on 27.03.2026, there is only 1 (one) ID on the Board of BHEL. The matter of filling up of these vacancies of Independent Directors is under process at the end of Government of India. |
| 16 | Meeting of Audit Committee | 18(2) | Yes | |
| 17 | Role of Audit Committee and information to be reviewed by the audit committee | 18(3) | Yes | |
| 18 | Composition of nomination & remuneration committee | 19(1) & (2) | No | The composition of Nomination and Remuneration Committee was in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 up to 27.03.2026. On completion of tenure of 2 (two) IDs on 27.03.2026, there is only 1 (one) Independent Director on the Board of BHEL. The matter of filling up of these vacancies of Independent Directors is under process at the end of Government of India. |
| 19 | Quorum of Nomination and Remuneration Committee meeting | 19(2A) | Yes | |
| 20 | Meeting of Nomination and Remuneration Committee | 19(3A) | Yes | |
| 21 | Role of Nomination and Remuneration Committee | 19(4) | Yes | |
| 22 | Composition of Stakeholder Relationship Committee | 20(1), 20(2) & 20(2A) | Yes | |
| 23 | Meeting of Stakeholders Relationship Committee | 20(3A) | Yes | |
| 24 | Role of Stakeholders Relationship Committee | 20(4) | Yes | |
| 25 | Composition and role of risk management committee | 21(1),(2),(3),(4) | Yes | |
| 26 | Meeting of Risk Management Committee | 21(3A) | Yes | |
| 27 | Quorum of Risk Management Committee meeting | 21(3B) | Yes | |
| 28 | Gap between the meetings of the Risk Management Committee | 21(3C) | Yes | |
| 29 | Vigil Mechanism | 22 | Yes | |
| 30 | Policy for related party Transaction | 23(1), (1A), (5), (6), & (8) | Yes | |
| 31 | Prior or Omnibus approval of Audit Committee for all related party transactions | 23(2), (3) | Yes | |
| 32 | Approval for material related party transactions | 23(4) | Yes | |
| 33 | Disclosure of related party transactions on consolidated basis | 23(9) | Yes | |
| 34 | Composition of Board of Directors of unlisted material Subsidiary | 24(1) | NA | |
| 35 | Other Corporate Governance requirements with respect to subsidiary of listed entity | 24(2),(3),(4),(5) & (6) | NA | |
| 36 | Alternate Director to Independent Director | 25(1) | NA | |
| 37 | Maximum Tenure | 25(2) | Yes | |
| 38 | Appointment, Re-appointment or removal of an Independent Director through special resolution or the alternate mechanism | 25(2A) | Yes | |
| 39 | Meeting of independent directors | 25(3) & (4) | Yes | |
| 40 | Familiarization of independent directors | 25(7) | Yes | |
| 41 | Declaration from Independent Director | 25(8) & (9) | Yes | |
| 42 | Directors and Officers insurance | 25(10) | Yes | |
| 43 | Confirmation with respect to appointment of Independent Directors who resigned from the listed entity | 25(11) | Yes | |
| 44 | Memberships in Committees | 26(1) | Yes | |
| 45 | Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel | 26(3) | Yes | |
| 46 | Policy with respect to Obligations of directors and senior management | 26(2) & 26(5) | Yes | |
| 47 | Approval of the Board and shareholders for compensation or profit sharing in connection with dealings in the securities of the listed entity | 26(6) | NA | |
| 48 | Vacancies in respect Key Managerial Personnel | 26A(1) & 26A(2), 26A(3) | Yes | |
| Any other information to be provided - Add Notes | ||||
| Annexure II | ||
|---|---|---|
| III. Affirmations | ||
| Sr | Particulars | Compliance status (Yes/No/NA) |
| 1 | The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been complied | NA |
| Any other information to be provided | Textual Information(1) | |
Text Block |
|||
| Textual Information(1) | BHEL has an approved Material Subsidiary policy. However, currently BHEL does not have any subsidiaries. | ||
|---|---|---|---|
| Annexure II | ||
|---|---|---|
| 1 | Name of signatory | Yogesh R Chhabra |
| 2 | Designation | Company Secretary and Compliance Officer |
Additional Half yearly Disclosure |
|||
|---|---|---|---|
| Any Other Information for Disclosure of Loans / Guarantees / Comfort Letters / Securities Etc. | |||
| I. Disclosure of Loans/ guarantees/comfort letters /securities etc.refer note below | |||
| (A)Any loan or any other form of debt advanced by the listed entity directly or indirectly to | |||
| Entity | Aggregate amount advanced during six months | Balance outstanding at the end of six months | |
| Promoter or any other entity controlled by them | |||
| Promoter Group or any other entity controlled by them | |||
| Directors (including relatives) or any other entity controlled by them | |||
| KMPs or any other entity controlled by them | |||
| (B) Any guarantee / comfort letter (by whatever name called) provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed By | |||
| Entity | Type (guarantee, comfort letter etc.) | Aggregate amount of issuance during six months | Balance outstanding at the end of six months(taking into account any invocation) |
| Promoter or any other entity controlled by them | |||
| Promoter Group or any other entity controlled by them | |||
| Directors (including relatives) or any other entity controlled by them | |||
| KMPs or any other entity controlled by them | |||
| (C) Any security provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed by | |||
| Entity | Type of security (cash, shares etc.) | Aggregate value of security provided during six months | Balance outstanding at the end of six months |
| Promoter or any other entity controlled by them | |||
| Promoter Group or any other entity controlled by them | |||
| Directors (including relatives) or any other entity controlled by them | |||
| KMPs or any other entity controlled by them | |||
| (D) Additional Information | |||
| II. Affirmations | |||
| Affirmations | Compliance Status | Company Remarks | |
| All loans (or other form of debt), guarantees, comfort letters (by whatever name called) or securities in connection with any loan(s) (or other form of debt) given directly or indirectly by the listed entity to promoter(s), promoter group, director(s) (including their relatives), key managerial personnel (including their relatives) or any entity controlled by them are in the economic interest of the company. | $intratedCg.get("CG_YN_$!integratedFillingMasterDto.cgMasterVO.anx4aAffirmComplStatus") | ||
| Name | |||
| Designation | |||
| Place | |||
| Date | |||
Signatory Details |
|
|---|---|
| Name of signatory | Yogesh R Chhabra |
| Designation of person | Company Secretary and Compliance Officer |
| Place | New Delhi |
| Date | 23-Apr-2026 |
Investor Grievance Details |
|
|---|---|
| No. of investor complaints pending at the beginning of Quarter | 0 |
| No. of investor complaints received during the Quarter | 1 |
| No. of investor complaints disposed off during the Quarter | 1 |
| No. of investor complaints those remaining unresolved at the end of the Quarter | 0 |
Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies- |
|||||
|---|---|---|---|---|---|
| Any Other Information for Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies | |||||
| Sr. No. | Name of the unlisted company in which shares or voting rights have been acquired | Date of acquisition | Aggregate holding (% shares or voting rights) as at the end of the previous quarter | % shares or voting rights acquired during the quarter | Aggregate holding (% shares or voting rights) as at the end of the quarter |
| 1 | Bharat Coal Gasification and Chemicals Limited (BCGCL) | 23-Mar-2026 | 49.00 | 0 | 49.00 |
Disclosure of Imposition of Fine or Penalty |
|||||
|---|---|---|---|---|---|
| Any Other Information for Disclosure of Imposition of Fine or Penalty | |||||
| Sr. No. | Name of the authority | Nature and details of the action(s) taken or order(s) passed | Date of receipt of direction or order, including any ad interim or interim orders, or any other communication from the authority | Details of the violation(s)/ contravention(s) committed or alleged to be committed | Impact on financial, operation or other activities of the listed entity, quantifiable in monetary terms to the extent possible |
| 1 | Assistant Commissioner/GSTO, Delhi | Order In Original dt 31-12-2026 passed u/s. 73 of CGST Act 2017 | 01-Jan-2026 | ITC Disallowed in the cases where GST Registration of suppliers cancelled retrospectively or Nil Tax liabilities discharged by the suppliers, However BHEL has not claimed any ITC form the transaction of these parties. | Penalty imposed amounting to Rs. 1,24,386/-. The subject order is under rectification before the Authority. |
Disclosure of Updates to Ongoing Tax Litigations or Disputes |
|||||
|---|---|---|---|---|---|
| Any Other Information for Disclosure of Updates to Ongoing Tax Litigations or Disputes | |||||
| Sr. No. | Name of the opposing party | Date of initiation of the litigation / dispute | Status of the litigation / dispute as per last disclosure | Current status of the litigation / dispute | |
| 1 | Maharashtra Sales Tax Department | 15-Dec-2016 | Sales Tax Demand amounting to Rs. 99.37 Cr. against disallowance of Sale in course of Import benefit u/s. 5(2) of CST Act, Pending Concessional Forms, ITC disallowed, consequential Interest & Penalty. Appeal Order received in Dec'25, as per which liability reduced to Rs. 1.36 Cr. For balance liability of Rs. 1.36 Cr., settlement under Amensty Scheme has been applied, resulting in final payment of Rs. 0.29 Cr. for closure of the case. | Case closed under Maharashtra Settlement of Arrears of Tax, Interest, Penalty or Late Fee (Payable by Public Sector Undertaking Companies) Act, 2025. | |
| 2 | Assistant Commissioner, Circle-A, Kota | 15-May-2013 | Sales Tax demand amounting to Rs. 44.58 Cr. on account of: 1. Inter-State Sales wrongly disallowed, 2. Turnover of other Mfg. Units treated as local sale & wrongly tax charged on the same. 3. Wrongly Tax charged on Turnover mentioned in WCT TDS certificate while the same was already considered in earlier Years. Appeal filed by Deptt. and pending before Rajasthan Tax Board, Ajmer. Last hearing held on 28.11.2024. | Hearing held on 20.01.2026, however case not yet decided. | |
| 3 | Commissioner Central Excise & CGST, Noida | 23-Mar-2018 | Service Tax demand amounting to Rs. 31.55 Cr. on Freight and Insurance Income. Appeal filed by BHEL and pending before CESTAT, Allahabad. | Case heard by CESTAT, Allahabad, order reserved, still not issued by CESTAT. | |
| 4 | Asst. Commissioner (State Tax), Telangana | 18-Sep-2025 | A Show Cause Notice was issued by Tax Authorities for the financial years 2021-22 to 2023-24, involving an amount of Rs. 586 Cr. based on Books of Accounts and GST Returns. Out of three years, i.r.t. SCN for FY 2021-22, Adjudication has been completed and Demand dropped for an amount of Rs.183.77 Cr. out of Rs. 184.55 Cr. For the balance of Rs.0.78 Cr., an appeal shall be filed before Appellate Authorities. FY 2022-23 & 2023-24 will be taken up in similar way. | Appeal filed for FY 2021-22. For F.Y 2022-23, replies submitted and adjudication under process. | |
| 5 | Additional Commissioner of Central Tax, Mysuru Audit | 30-Sep-2025 | Show Cause Notices issued by Tax Authorities subsequent to Audit of the FY 2019-20 to 2022-23. Total Amount involved is Rs.65.75 Cr. The Company is in the process of filing detailed reply with facts, figures and justification along with required evidences substantiating its tax position before the concerned authority within the prescribed timelines. | Adjudication has been completed and demand amounting to Rs. 54.83 Cr. dropped out of total demand of Rs. 65.75 Cr. For the balance demand of Rs.10.92 Cr., an appeal shall be filed before Appellate Authorities. | |