General information about company |
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|---|---|
| Scrip Code | 500547 |
| NSE Symbol | BPCL |
| MSEI Symbol | NOTLISTED |
| ISIN | INE029A01011 |
| Name of the entity | Bharat Petroleum Corporation 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 | No such loans/guarantees/comfort letters provided. |
| Risk management committee | Yes |
| Market Capitalisation as per immediate previous Financial Year | Top 100 listed entities |
| Is SCORE ID Available ? | Yes |
| SCORE Registration ID | bpcl |
| Reason For No SCORE ID | |
| Type of Submission | New |
| 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 | Dr. (Smt.) Sushma Agarwal, Independent Director has ceased to be the Director of the Company with effect from 10.03.2026 on completion of her tenure and Shri Pradeep Vishambhar Agrawal, Shri Gopal Krishan Agarwal and Prof. Bhagwati Prasad Saraswat, Independent Directors have ceased to be the Directors of the Company with effect from 28.03.2026 consequent to completion of their tenure. Shri Vedveer Arya was appointed as a Government Nominee Director on the Board of the Company with effect from 09.03.2026. | |||||||||||||||||||||||||
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| Whether the listed entity has a Regular Chairperson | Yes | |||||||||||||||||||||||||
| Whether Chairperson is related to MD or CEO | No | 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. | Sanjay Khanna | 09485131 | Executive Director | Chairperson | CEO-MD | 11-May-1969 | No | Active | NA | 22-Feb-2022 | 22-Feb-2022 | 2 | 0 | 0 | 0 | ||||||||||
| 2 | Mr. | Vetsa Ramakrishna Gupta | 08188547 | Executive Director | Not Applicable | 29-Jun-1971 | No | Active | NA | 07-Sep-2021 | 07-Sep-2021 | 1 | 0 | 1 | 0 | |||||||||||
| 3 | Mr. | Rajkumar Dubey | 10094167 | Executive Director | Not Applicable | 14-Mar-1966 | No | Active | NA | 01-May-2023 | 01-May-2023 | 2 | 0 | 1 | 0 | |||||||||||
| 4 | Mr. | Subhankar Sen | 09844251 | Executive Director | Not Applicable | 12-Jan-1968 | No | Active | NA | 14-Jul-2025 | 14-Jul-2025 | 1 | 0 | 0 | 0 | |||||||||||
| 5 | Mr. | Vedveer Arya | 09311512 | Non-Executive - Nominee Director | Not Applicable | 04-Sep-1970 | No | Active | NA | 09-Mar-2026 | 09-Mar-2026 | 1 | 0 | 0 | 0 | |||||||||||
| 6 | Mr. | Acharath Parakat Mahalil Mohamedhanish | 02504842 | Non-Executive - Nominee Director | Not Applicable | 17-Feb-1969 | No | Active | NA | 19-Jul-2024 | 19-Jul-2024 | 2 | 0 | 0 | 0 | |||||||||||
| 7 | Ms. | Sushma Agarwal | 10065236 | Non-Executive - Independent Director | Not Applicable | 01-Jun-1958 | No | Active | NA | 10-Mar-2023 | 10-Mar-2023 | 10-Mar-2026 | 37 | 1 | 1 | 1 | 0 | Tenure Completion | ||||||||
| 8 | Mr. | Pradeep Vishambhar Agrawal | 00048699 | Non-Executive - Independent Director | Not Applicable | 20-Jul-1969 | No | Active | NA | 28-Mar-2025 | 28-Mar-2025 | 28-Mar-2026 | 13 | 1 | 1 | 1 | 0 | Tenure Completion | ||||||||
| 9 | Mr. | Gopal Krishan Agarwal | 00226120 | Non-Executive - Independent Director | Not Applicable | 01-Jun-1962 | No | Active | NA | 28-Mar-2025 | 28-Mar-2025 | 28-Mar-2026 | 13 | 1 | 1 | 2 | 1 | Tenure Completion | ||||||||
| 10 | Mr. | Bhagwati Prasad Saraswat | 09396479 | Non-Executive - Independent Director | Not Applicable | 30-Jun-1960 | No | Active | NA | 28-Mar-2025 | 28-Mar-2025 | 28-Mar-2026 | 13 | 1 | 1 | 2 | 1 | Tenure Completion | ||||||||
Annexure 1 |
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II. Composition of Committees |
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| Disclosure of notes on composition of committees explanatory | .Due to completion of tenure of 3 Independent Directors w.e.f. 28.03.2026, the Company does not have any Independent Director on the Board for the period 28.03.2026 to 31.03.2026 in the quarter ended 31st March 2026. Accordingly, the Company was in compliance with the requirement under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 till 27.03.2026, However, after 28.3.2026, the Company was not able to constitute the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Risk Management Committee in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as the company being a Government Company, all the Directors are appointed as per the nomination from Govt. of India. The Company has requested to Govt. of India from time to time for nomination of Independent Directors. |
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 | 00226120 | Gopal Krishan Agarwal | Non-Executive - Independent Director | Chairperson | 28-Mar-2025 | 28-Mar-2026 | |
| 2 | 00048699 | Pradeep Vishambhar Agrawal | Non-Executive - Independent Director | Member | 28-Mar-2025 | 28-Mar-2026 | |
| 3 | 09396479 | Bhagwati Prasad Saraswat | Non-Executive - Independent Director | Member | 28-Mar-2025 | 28-Mar-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 | 09396479 | Bhagwati Prasad Saraswat | Non-Executive - Independent Director | Chairperson | 28-Mar-2025 | 28-Mar-2026 | |
| 2 | 00226120 | Gopal Krishan Agarwal | Non-Executive - Independent Director | Member | 08-Mar-2026 | 28-Mar-2026 | |
| 3 | 00048699 | Pradeep Vishambhar Agrawal | Non-Executive - Independent Director | Member | 28-Mar-2025 | 28-Mar-2026 | |
| 4 | 10065236 | Sushma Agarwal | Non-Executive - Independent Director | Member | 28-Mar-2025 | 08-Mar-2026 |
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 | 09396479 | Bhagwati Prasad Saraswat | Non-Executive - Independent Director | Chairperson | 16-Jun-2025 | 28-Mar-2026 | |
| 2 | 10065236 | Sushma Agarwal | Non-Executive - Independent Director | Member | 27-Apr-2023 | 10-Mar-2026 | |
| 3 | 00226120 | Gopal Krishan Agarwal | Non-Executive - Independent Director | Member | 16-Jun-2025 | 28-Mar-2026 | |
| 4 | 08188547 | Vetsa Ramakrishna Gupta | Executive Director | Member | 07-Sep-2021 | ||
| 5 | 10094167 | Rajkumar Dubey | Executive Director | Member | 29-Apr-2025 |
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 | 00226120 | Gopal Krishan Agarwal | ID | Chairperson | 16-Jun-2025 | 28-Mar-2026 | |
| 2 | 00048699 | Pradeep Vishambhar Agrawal | ID | Member | 16-Jun-2025 | 28-Mar-2026 | |
| 3 | 10065236 | Sushma Agarwal | ID | Member | 22-Jan-2025 | 10-Mar-2026 | Textual Information(1) |
| 4 | 09485131 | Sanjay Khanna | ED | Member | 22-Feb-2022 | ||
| 5 | 08188547 | Vetsa Ramakrishna Gupta | ED | Member | 07-Sep-2021 |
Text Block |
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| Textual Information(1) | Appointed as Chairperson of the Risk Management Committee w.e.f January 22, 2025 and then appointed as member of the Risk Management Committee w.e.f. June 16, 2025 |
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 | 31-Oct-2025 | Yes | 10 | 10 | 4 | |||
| 2 | 18-Dec-2025 | 47 | Yes | 9 | 9 | 4 | ||
| 3 | 30-Dec-2025 | 11 | Yes | 9 | 8 | 4 | ||
| 4 | 23-Jan-2026 | 23 | Yes | 9 | 8 | 4 | ||
| 5 | 28-Jan-2026 | 4 | Yes | 9 | 9 | 4 | ||
| 6 | 25-Feb-2026 | 27 | Yes | 9 | 9 | 4 | ||
| 7 | 17-Mar-2026 | 19 | Yes | 9 | 8 | 3 | ||
| 8 | 25-Mar-2026 | 7 | Yes | 9 | 9 | 3 | ||
Annexure 1 |
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| IV. Meeting of Committees | ||||||||||
| Disclosure of notes on meeting of committees explanatory | ||||||||||
| 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 | Audit Committee | 31-Oct-2025 | Yes | 3 | 3 | 3 | 0 | |||
| 2 | Audit Committee | 18-Dec-2025 | 47 | Yes | 3 | 3 | 3 | 0 | ||
| 3 | Audit Committee | 30-Dec-2025 | 11 | Yes | 3 | 3 | 3 | 0 | ||
| 4 | Audit Committee | 23-Jan-2026 | 23 | Yes | 3 | 3 | 3 | 0 | ||
| 5 | Audit Committee | 23-Feb-2026 | 30 | Yes | 3 | 3 | 3 | 0 | ||
| 6 | Audit Committee | 24-Mar-2026 | Yes | 3 | 3 | 3 | 0 | |||
| 7 | Nomination and remuneration committee | 23-Jan-2026 | Yes | 3 | 3 | 3 | 0 | |||
| 8 | Risk Management Committee | 22-Jan-2026 | Yes | 5 | 5 | 3 | 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 | Yes |
| 3 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committee | Yes |
| 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: | Dr. (Smt.) Sushma Agarwal, Independent Director has ceased to be the Director of the Company with effect from 10.03.2026 on completion of her tenure and Shri Pradeep Vishambhar Agrawal, Shri Gopal Krishan Agarwal and Prof. Bhagwati Prasad Saraswat, Independent Directors have ceased to be the Directors of the Company with effect from 28.03.2026 consequent to completion of their tenure. Accordingly, the Company was in compliance with the requirement in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 till 27.03.2026. The Company does not have any Independent Director on the Board for the period 28.03.2026 to 31.03.2026 in the quarter ended 31st March 2026. The Company, being a Government Company, nomination/appointment of all Directors is done by the Government of India. Accordingly, BPCL has communicated to Government of India about nomination of Independent Directors on its Board from time to time. After receipt of nomination, requisite Independent directors would be appointed on the Board and the company will be able to constitute the requisite statutory Committees i.e. the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Risk Management Committee in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. |
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Annexure 1 |
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| Sr | Subject | Compliance status |
| 1 | Name of signatory | V. Kala |
| 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 | www.bharatpetroleum.in | |
| 1.2 | Memorandum of Association and Articles of Association | Yes | www.bharatpetroleum.in | |
| 1.3 | Brief profile of board of directors including directorship and full time positions in body corporates | Yes | www.bharatpetroleum.in | |
| 2 | Terms and conditions of appointment of independent directors | Yes | www.bharatpetroleum.in | |
| 3 | Composition of various committees of board of directors | Yes | www.bharatpetroleum.in | |
| 4 | Code of conduct of board of directors and senior management personnel | Yes | www.bharatpetroleum.in | |
| 5 | Details of establishment of vigil mechanism or whistle blower policy | Yes | www.bharatpetroleum.in | |
| 6 | Criteria of making payments to non-executive directors | Yes | www.bharatpetroleum.in | |
| 7 | Policy on dealing with related party transactions | Yes | www.bharatpetroleum.in | |
| 8 | Policy for determining material subsidiaries | Yes | www.bharatpetroleum.in | |
| 9 | Details of familiarization programmes imparted to independent directors | Yes | www.bharatpetroleum.in | |
| 10 | Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances | Yes | www.bharatpetroleum.in | |
| 11 | Email address for grievance redressal and other relevant details | Yes | www.bharatpetroleum.in | |
| 12 | Financial results | Yes | www.bharatpetroleum.in | |
| 13 | Shareholding pattern | Yes | www.bharatpetroleum.in | |
| 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 | www.bharatpetroleum.in | |
| 15.2 | Audio or video recordings and transcripts of post earnings/quarterly calls | Yes | www.bharatpetroleum.in | |
| 16 | New name and the old name of the listed entity | NA | ||
| 17 | Advertisements as per regulation 47 (1) | Yes | www.bharatpetroleum.in | |
| 18 | Credit rating or revision in credit rating obtained | Yes | www.bharatpetroleum.in | |
| 19 | Separate audited financial statements of each subsidiary of the listed entity | Yes | www.bharatpetroleum.in | |
| 20 | Secretarial compliance report | Yes | www.bharatpetroleum.in | |
| 21 | Materiality policy as per regulation 30 (4) | Yes | www.bharatpetroleum.in | |
| 22 | Disclosure of contact details of KMP who are authorized for the purpose of determining materiality as required under regulation 30(5) | Yes | www.bharatpetroleum.in | |
| 23 | Disclosures under regulation 30(8) | Yes | www.bharatpetroleum.in | |
| 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 | www.bharatpetroleum.in | |
| 26.1 | Annual return as provided under section 92 of the Companies Act 2013 | Yes | www.bharatpetroleum.in | |
| 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 | www.bharatpetroleum.in | |
| 28 | Compliance with regulation 46(3) with respect to accuracy of disclosures on the website and timely updation | Yes | www.bharatpetroleum.in | |
| 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 | BPCL had 4 executive directors, 2 nominee directors and 3 Independent Directors till 27.3.2026. The tenure of 3 Independent Directors expired w.e.f. 28.3.2026. Accordingly, as on 31st March 2026, BPCL has 4 executive directors and 2 nominee directors. BPCL, being a Government Company, appointment of all Directors is made as per the nomination from Government of India. BPCL has communicated to Government of India about nomination of Independent directors on its Board from time to time. After receipt of nomination, requisite Independent directors would be appointed on the Board. |
| 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) | NA | |
| 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) | Yes | |
| 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) | Yes | |
| 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) | Yes | |
| 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) | NA | |
| 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) | NA | |
| 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) | NA | |
| Any other information to be provided - Add Notes | Textual Information(1) | |||
Text Block |
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| Textual Information(1) | Due to completion of tenure of 3 Independent Directors w.e.f. 28.03.2026, the Company does not have any Independent Director on the Board for the period 28.03.2026 to 31.03.2026 in the quarter ended 31st March 2026. Accordingly, the Company was in compliance with the requirement in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 till 27.03.2026. The Company, being a Government Company, nomination/appointment of all Directors is done by the Government of India. Accordingly, BPCL has communicated to Government of India about nomination of Independent Directors on its Board from time to time. After receipt of nomination, requisite Independent directors would be appointed on the Board and the company will be able to constitute the requisite statutory Committees i.e. the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Risk Management Committee in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. | ||
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| Annexure II | ||
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| 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 | Yes |
| Any other information to be provided | Textual Information(1) | |
Text Block |
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| Textual Information(1) | BPCL does not have a material Subsidiary | ||
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| Annexure II | ||
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| 1 | Name of signatory | V. Kala |
| 2 | Designation | Company Secretary and Compliance Officer |
Additional Half yearly Disclosure |
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| 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 | V. Kala |
| Designation of person | Company Secretary and Compliance Officer |
| Place | Mumbai |
| Date | 27-Apr-2026 |
Investor Grievance Details |
|
|---|---|
| No. of investor complaints pending at the beginning of Quarter | 1 |
| No. of investor complaints received during the Quarter | 7 |
| No. of investor complaints disposed off during the Quarter | 8 |
| 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- |
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|---|---|---|---|---|---|
| Any Other Information for Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies | Bharat Petroresources Limited is a wholly owned subsidiary of BPCL. During the quarter January-March 2026, 1,30,00,00,000 shares were subscribed by the Company on 27.02.2026 pursuant to the Rights Issue offered by Bharat Petroresources Limited taking the aggregate holding of the Company in Bharat Petroresources Limited to 15,30,00,00,000 shares. However, there was no change in voting rights of the Company in Bharat Petroresources Limited. Bharat GPS Bioenergy Private Limited is a joint venture of BPCL and GPS Renewables Private Limited. During the quarter January-March 2026, 1,21,20,000 shares were subscribed by the Company on 14.02.2026 pursuant to the Rights Issue offered by Bharat GPS Bioenergy Private Limited taking the aggregate holding of the Company in Bharat GPS Bioenergy Private Limited to 1,61,20,000 shares. However, there was no change in voting rights of the Company in Bharat GPS Bioenergy Private Limited. Arunachal Gas Private Limited is a joint venture of BPCL and Oil India Limited. During the quarter January-March 2026, 25,00,000 shares were subscribed by the Company on 30.03.2026 pursuant to the initial subscription of shares which resulted into acquisition of 50% voting rights by the Company in Arunachal Gas Private Limited. | ||||
| 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 Petroresources Limited | 27-Feb-2026 | 100 | 0 | 100 |
| 2 | Bharat GPS Bioenergy Private Limited | 14-Feb-2026 | 50.0 | 0 | 50.0 |
| 3 | Arunachal Gas Private Limited | 30-Mar-2026 | 0 | 50.0 | 50.0 |
Disclosure of Imposition of Fine or Penalty |
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|---|---|---|---|---|---|
| Any Other Information for Disclosure of Imposition of Fine or Penalty | BPCL being a Government Company, appointment of all Directors is made as per nomination from Government of India. Accordingly, BPCL has requested Government of India from time to time for the nomination of requisite number of Independent Directors. As the Directors are appointed only after receipt of nomination from Government of India, BPCL has no control over the appointment of Directors. Hence, BPCL has requested BSE Limited and National Stock Exchange of India Limited for waiver of the above mentioned fines levied on BPCL. | ||||
| 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 | National Stock Exchange of India Limited | Fines as per SEBI Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 (“Master Circular”) issued on July 11, 2023 and last updated on January 30, 2026 | 27-Feb-2026 | Regulation 17(1) of SEBI LODR Regulations, 2015, total fine payable is Rs.5,42,800 incl. GST, for the quarter ended 31.12.2025. | No material impact. |
| 2 | BSE Limited | Fines as per SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024 | 27-Feb-2026 | Regulation 17(1) of SEBI LODR Regulations, 2015, total fine payable is Rs.5,42,800 incl. GST, for the quarter ended 31.12.2025. | No material impact. |
Disclosure of Updates to Ongoing Tax Litigations or Disputes |
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|---|---|---|---|---|---|
| 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 | Commissioner of Central Excise | 31-Mar-2023 | The on-going litigation is pending with CESTAT Bangalore. Details of dispute - excise demand u/s 11A of Central Excise Act, due to denial of CENVAT in respect of various Engineering, Procurement and Construction contracts entered at the time of integrated refinery expansion project at Kochi Refinery on the ground that such input service is not covered under the definition of ‘input service’ as provided under Rule 2(l) of Cenvat Credit Rules, 2004(CCR). Further denial of CENVAT also on the ground that credit is availed by artificially vivisecting the said single work orders into various categories of work. | Pending with CESTAT Bangalore. | |
| 2 | Commissioner of Central Excise | 27-Jun-2019 | The on-going litigation is pending with CESTAT Mumbai. Details of dispute - excise duty Demand under Section 11D(1A) of Central Excise Act in relation to recovery of MS equivalent excise duty on Ethanol Quantity contained in sale of Ethanol Blended Motor Spirit (EBMS). | Pending with CESTAT Mumbai. | |
| 3 | Commissioner of Central Excise | 21-Sep-2006 | The on-going litigation is pending with the Supreme Court. Details of dispute - the Low Aromatic Naphtha (LAN) was classified by us under heading 271014 and 2710 1119. However, Department alleged that classification should be under Heading 2710 13 and 2710 1113 as Special Boiling Point Spirit (SBPS) attracting additional special Excise Duty. | Pending with Supreme Court. | |
| 4 | Commissioner of Central Excise | 21-Feb-2026 | Excise Valauation Dispute on sale of Petroleum Products by KRL to BPCL and BPC KR to BPCL Depots. | Appealed to be filed before CESTAT Bangalore | |
| 5 | Commissioner of Sales Tax | 31-Mar-2010 | Pending at Maharashtra Sales Tax Tribunal. Also Interim Application has been filed before Honorable Bombay High court on 03.03.2025 along with Reference appeal of Indian Oil Corporation Limited. | Pending at Maharashtra Sales Tax Tribunal. | |
| 6 | Commissioner of Sales Tax | 31-Mar-2010 | Pending at Maharashtra Sales Tax Tribunal. Also Interim Application has been filed before Honorable Bombay High court on 03.03.2025 along with Reference appeal of Indian Oil Corporation Limited. | Pending at Maharashtra Sales Tax Tribunal. | |
| 7 | Commissioner of Sales Tax | 01-Oct-2011 | Pending at Maharashtra Sales Tax Tribunal. | Pending at Maharashtra Sales Tax Tribunal. | |
| 8 | VVF India Limited | 26-Dec-2022 | Certain disputes arose between BPCL and VVF India Ltd under the Long Term Gas Sales Agreement dated 9.12.2009 with respect to failure to take delivery of the agreed quantity of gas and consequent failure to make payments under the 'take or pay' obligation. Accordingly, BPCL issued Notice Invoking Arbitration dated 26.12.2022 Claiming top pay of Rs. 11619622715/. The same was disputed and culminated into arbitration. | The Arbitral award has been passed wherein partial claim of BPCL has been allowed. Further, as on date no notice from court has been received w.r.t. any appeal by VVF. BPCL has sent a notice to VVF claiming the awarded amount. | |