Director Report

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, 2023.

PerFormANce oVerVieW Group Performance

During the year 2022-23, the aggregate refinery throughput of BPCL's refineries at Mumbai, Kochi and Bina was 38.53 million metric tonnes (MMT), as compared to 36.90 MMT during the year 2021-22. The BPCL Group ended the year with market sales of 48.92 MMT, as compared to 42.51 MMT during the year

2021-22. During the year, the BPCL Group exported

1.31 MMT of petroleum products, as against 2.12 MMT during the year 2021-22. The growth in physical parameters was in line with the increase in demand of petroleum products. During the year, the Group achieved the highest-ever Gross Revenue from Operations of Rs. 5,33,547.29 crore, as compared to Rs. 4,32,569.62 crore in the year 2021-22.

The Net Profit attributable to BPCL stood at Rs. 2,131.05 crore in the year 2022-23, as against Rs. 11,681.50 crore in the previous year. The Group has recorded Earnings per Share of Rs. 10.01 in the year, as against Rs. 54.91 per share in the year 2021-22

company standalone Performance

During the year 2022-23, the refinery throughput at BPCL's refineries at Mumbai, Kochi and Bina was 38.53

MMT, as against 35.89 MMT [including throughput of erstwhile Bharat Oman Refineries Limited (BORL) on account of merger] achieved in 2021-22. The market sales of the Company increased by 15.08%, from 42.51 MMT in the year 2021-22 to 48.92 MMT in the year 2022-23. The growth in physical parameters was in line with the increase in demand of petroleum products.

*Pursuant to merger of Bharat Oman Refineries Limited (BORL) and Bharat Gas Resources Limited (BGRL), the previous period Financial Results have been restated. # Represents addition to Retained Earnings

BPCL achieved the highest-ever Gross Revenue from Operations of Rs. 5,33,467.55 crore in the year 2022-23, a 23.37% increase from previous year's revenues of

Rs. 4,32,422.48 crore. The Profit before Tax for the year was Rs. 2,216.70 crore, as compared to Rs. 15,671.74 crore in the year 2021-22. After providing for Tax (including Deferred Tax, Short/(Excess) provision for previous years) of Rs. 346.60 crore, as against Rs. 4,308.39 crore during the previous year, the Profit after Tax for the year stood at Rs. 1,870.10 crore, as against Rs. 11,363.35 crore in the year 2021-22.

Profit for the current year is lower as compared to the previous year mainly due to the suppressed marketing margins of certain petroleum products, depreciation of the Indian Rupee vis a vis the US dollar and exceptional loss on impairment of Investment in Subsidiary Company in the year 2022-23.

Internal Generation after adjusting Final Dividend of previous year, Depreciation and Deferred Tax during the year was higher at Rs. 8,228.88 crore, as against Rs. 3,827.72 crore (after interim dividend) in the year 2021-22, mainly on account of the final dividend of the year 2020-21 amounting to Rs. 12,581.67 crore paid during the previous year 2021-22.

The Basic and Diluted Earnings per Share amounted to

Rs. 8.78 per share for the year 2022-23, as compared to

Rs. 53.41 per share for the year 2021-22. The Basic and Diluted Earnings per Share is after adjustment of BPCL shares held by "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 2022-23 amounted to Rs. 1,39,210.62 crore, as against Rs. 1,47,056.92 crore

(excluding contribution made by the erstwhile BORL and BGRL in the year 2021-22) in the previous year.

As on March 31, 2023, BPCL's total equity stands at Rs. 51,996.34 crore, as against Rs. 51,645.48 crore at the end of the previous year.

Dividend

The Board of Directors has recommended a dividend of

Rs. 4 per share (i.e., @ 40% of the paid-up share capital) for the year 2022-23 on the paid-up share capital of

Rs. 2,169.25 crore, amounting to Rs. 867.70 crore.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the shareholders effective April 1,

2020 and the Company is required to deduct tax at source from dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.

Friday, August 11, 2023 has been fixed as the Record

Date for the purpose of payment of dividend on equity shares for the year ended March 31, 2023, if declared at the AGM.

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, 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 Rs. 50 crore has been transferred to the Debenture Redemption Reserve. Further, Rs. 1,135.09 crore has been transferred from Debenture Redemption Reserve to General Reserve on account of debentures redeemed during the year.

mAteriAL chANGes AND commitmeNts AFFectiNG the FiNANciAL PositioN oF the comPANY betWeeN the eND oF the FiNANciAL YeAr AND the DAte oF the rePort capital infusion through rights issue of equity shares

The Board of Directors has approved the proposal for raising capital up to an amount not exceeding Rs. 18,000 crore. This capital will be raised by way of issue of equity shares on rights issue basis to eligible equity shareholders of the Company as on the record date, as notified by the Board, subject to all statutory approvals and in accordance with all applicable laws, including the

Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended from time to time. The detailed terms of rights issue including but not limited to the issue price, rights entitlement, timing, and terms of payment will be decided by the Board in the due course based on the advice of the intermediaries and the approvals from appropriate authorities in this respect.

emPLoYee stocK PUrchAse scheme (esPs)

TheCompanyhadformulatedanEmployeeStockPurchase 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 Rs. 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 Rs. 10 each and 3,65,42,077 shares were transferred to 7,868 employees in the year 2021-22, at an issue price of Rs. 126.54 and Rs. 253.08 per share (as applicable) and Rs. 462.48 crore was the consideration received against the issuance of shares. During the year under review, there has been no change in the BPCL Employee Stock Purchase Scheme 2020 of the Company. 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 auditor 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, 2023, is available on the website of the Company at https://www.bharatpetroleum.in/Bharat-Petroleum-For/Investors/Shareholders-Meetings/Annual-General-Meeting.aspx The "BPCL ESPS Trust" held 68,36,948 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.

borrowings

Total Borrowings of the Company as on March 31, 2023 stood at Rs. 35,854.80 crore, as against Rs. 33,614.53 crore as on March 31, 2022.

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 were nil.

capital expenditure

Capital Expenditure during the year, including investments in Subsidiaries, Joint Venture Companies (JVCs) and Associates, amounted to Rs. 12,120.33 crore, as compared to Rs. 11,860.16 crore (excluding capital expenditure made by erstwhile BORL and BGRL in the year 2021-22) during previous year. The Company has entered into a Memorandum of Understanding (MoU) with Government of India for the purpose of performance assessment. Capital Expenditure incurred by the Company together with the proportionate share of Capital Expenditure incurred by its Subsidiaries

(Group), JVCs and Associates during the year is Rs. 11,353.13 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,

2023 is appended as Annexure E.

As on March 31, 2023, there are nine pending published paras related to the C&AG audit, which are appended as

Annexure F. reFiNeries

In the year 2022-23, BPCL group refineries achieved a total crude throughput of 38.53 MMT vs 35.89

MMT in the previous year. The financial year unfolded with significant challenges to the refineries with uncertainties in crude oil supply posed due to the unprecedented situations caused by the Russia-Ukraine war. BPCL diligently took proactive steps to tide over the situation and drive positive outcomes for the Company. Continuous improvement initiatives were prioritised across all aspects of group refineriesresulting in enhanced operational efficiency, enabling the group refineries to achieve the highest-ever gross refining margin (GRM) of $20.24/bbl for the financial year 2022-23. The focus on quality control and rigorous testing procedures ensured that the refinery products consistently met or exceeded customer expectations. The erstwhile BORL's refinery at Bina, post the merger, is now a new Business Unit of the Company. The inclusion of this third refinery in BPCL's refining portfolio is enabling optimization of resources, sharing of best practices, and the creation of a unified vision for the refinery's future growth and success.

During this financial year, the Company's ‘Refineries

Crude Basket' increased with addition of 5 new Crude

Oils, thereby increasing the flexibility of our refining operations. BPCL group refineries can now process total of 106 types of crudes. BPCL's refineries at

Kochi and Bina, are capable of processing 100% high sulphur crude.

Three noteworthy projects, viz. installation of a 1.5 MMTPA Kerosene Hydrotreater Unit (KHT), capacity enhancement of Lube Oil Base Stock (LOBS) unit from 300 kilotonnes per annum (KTPA) to 450 KTPA and installation of a De-Aromatized Solvent (DAS) column, were commissioned in Mumbai Refinery (MR) during this financial year. These new units will significantly bolster the business operations and position the Company for future growth.

At refineries, continuous innovation and adaptation emerges as key drivers for sustainable growth. In the previous financial year alone, the Company delivered

(SAP), a new product from the same complex, was launched in July 2022. BR dispatched its first batch of low pour point diesel for use in cold regions by Indian Army. BR also commenced Mineral Turpentine Oil (MTO) transportation via Bina-Kota-Bijwasan Pipeline for the first time, thereby reducing transportation cost.

With this, Bina-Kota-Bijwasan Pipeline is now able to handletransportationoffive . different products mArKetiNG

The year 2022-23 was a challenging year for BPCL on the marketing front. While the economy was on a recovery path post the COVID pandemic, various geopolitical tensions and uncertainties mired the global and Indian Oil & Gas sector. During the year 2022-23, BPCL's market sales volume increased by 15.08% to 48.92 MMT, as compared to 42.51 MMT in the previous year. BPCL's market share amongst public sector oil companies stood at 25.07 % as on March 31, 2023, as compared to 24.73% at the end of the previous year. This is the highest-ever sales volume and market share achieved by BPCL.

Performance of Refineries

*Capacity utilization is the % of Crude oil processed to the design capacity.

a few new specialised products. MR developed and commercialized smokeless kerosene, which has superior combustion quality for heating applications at higher altitudes and caters to the needs of Indian Army. The LOBS product portfolio was increased with the launch of a new specialty product "D40", an industrial solvent.

Through innovation-led process operations, the refineries delivered record-breaking production levels. In the year 2022-23, production of high value products like Motor Spirit (MS), Benzene and Toluene at KR surpassed its past records. Post stabilization of Propylene based Petrochemical Plant units at KR, the production of import substitute niche products was almost doubled this year. Superabsorbent Polymer

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 2,599 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.

During the year 2022-23, product pipelines achieved a throughput of 19.06 MMTPA, as against 16.54 MMTPA in the previous year. Crude pipelines achieved a throughput of 7.81 MMTPA, as against 7.42 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).

To enhance the safety and security of its cross-country pipeline network, Fibre Optics based Pipeline Intrusion Detection Systems (PIDS) was commissioned for Mumbai-Kota Pipeline section. With this, the entire 1,389-km Mumbai-Manmad-Bijwasan Pipeline (MMBPL) is now covered under PIDS. A total of 1,245 km of PIDS commissioned in the year 2022-23. PIDS commissioning in Kochi-Coimbatore-Karur Pipeline (CCKPL) section is in progress. By March 2024, a total of 2,520 km of pipelines would be covered under PIDS, which will result in 97% of total product pipelines coverage under PIDS.

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 2022-23

enhancing production of Lube oil base stock (Lobs) at Mumbai Refinery

Revamp of LOBS production capacity from 300

TMTPA to 450 TMTPA at Mumbai Refinery to reduce import of LOBS. The project, with an approved cost of Rs. 614 crore was completed in July 2022.

nstallation of new Kerosene hydrotreater (Kht) at

Mumbai Refinery

New Kerosene Hydrotreater (KHT) of 1.5 MMTPA capacity, integrated with existing Diesel Hydrotreater

(DHT), to produce Aviation Turbine Fuel (ATF) and Kerosene meeting Sulphur specification of max 10

Parts Per Million by Weight (PPMW) and to increase HSD (diesel) production. The project, with an approved cost of Rs. 667.15 crore was completed in December 2022.

Development of Coastal Terminal with Railway siding at Krishnapatnam, Andhra Pradesh

Setting up of Coastal Terminal of 100 thousand kilolitres (TKL) storage capacity with railway siding at Krishnapatnam port. The project, with an approved cost of Rs. 580.20 crore was completed in December 2022.

New Petroleum, oil, and Lubricants (PoL) Depot at radhanagar (bokaro), Jharkhand

Construction of a new POL Depot at Radhanagar (Bokaro) with storage capacity of 22 TKL along with railway siding to meet the future market demand. This new POL depot is in place of the old Ranchi and Dhanbad depots. The project, with an approved cost of Rs. 247.17 crore, was completed in March 2023.

ongoing Projects

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

The project envisages setting up of integrated 2G and 1G Bio-Ethanol plant at Bargarh, Odisha with a cumulative production capacity of 200 kilolitres (KL) of Ethanol per day. The Ethanol produced will be used for blending in Motor Spirit. The approved cost of the project is Rs. 1,397 crore. The project has achieved physical progress of 72.5% as on March 31, 2023 and is scheduled for completion in March 2024.

rugur-Devangonthii multiproduct Pipeline Project

The project envisages laying of 352-km-long 16-inch diameter multiproduct cross-country pipeline with a throughput capacity of 3.5 MMTPA from Irugur (Tamil Nadu) to Devangonthi (Karnataka). The activities for Right of Use (RoU) acquisition and permissions from authorities for laying the pipeline are under progress. The approved cost of the project is Rs. 1,724.93 crore. The project is scheduled for completion in October 2025.

multiproduct Pipeline from Krishnapatnam coastal terminal to terminal near hyderabad

The project envisages laying of 455-km-long, 16-inch diameter multi-product pipeline with a throughput capacity of 4.4 MMTPA from Krishnapatnam Coastal Terminal to POL Terminal at Malkapur near Hyderabad. The project scope also includes construction of additional tankages at Krishnapatnam and Ongole. The activities for RoU acquisition and permissions from authorities for laying the pipeline are under progress. The approved cost of the project is Rs. 1,925.68 crore. The project is scheduled for completion in March 2025.

common User Facility PoL terminal at Jammu

The project envisages construction of new POL Terminals at Jammu on Common User Facility (CUF) basis for PSU Oil Marketing Companies (OMCs)

(BPCL, IOCL and HPCL) with BPCL as lead company.

The new facility, which will replace the existing old depots of OMCs, will strengthen the marketing logistics infrastructure in Union Territories of Jammu

& Kashmir (J&K) and Ladakh to meet present and future volume of the entire J&K and Ladakh and also to cater to the requirements of the Defence Forces. The approved cost of the project is Rs. 676.89 crore. Jobs relating to land development and boundary wall are in progress. The project is scheduled for completion in March 2025.

common User Facility PoL terminal at sadashibpur ( m eramundali), odisha

The project envisages setting up a POL Terminal at Sadashibpur (Meramundali), Odisha on Common User Facility (CUF) basis for PSU OMCs, with BPCL as 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 Rs. 393.54 crore. Jobs relating to land development and boundary wall are in progress. The project shall be completed in two years from receipt of all statutory approvals and a final go-ahead from OMCs.

Augmentation of Cryogenic Facilities at Uran LPG i mport terminal

The project envisages debottlenecking and augmentation of cryogenic facilities at Uran to meet future import requirement and ensure uninterrupted and smooth supply chain operation to meet growing LPG demand. The approved cost of the project is

Rs. 1,164.69 crore. The project has achieved overall physical progress of 22.1% as on March 31, 2023 and is scheduled for completion in April 2025.

Lube oil blending and Filling Plant at rasayani

The project envisages construction of fully automated and efficient Lube Oil Blending and Filling Plant with modern processing facilities at Rasayani as a resitement of existing Wadilube plant. The approved cost of the project is Rs. 423.39 crore. The project has achieved overall physical progress of 40% as on March 31, 2023 and is scheduled for completion in September 2024.

nstallation of ndependent De- Aromatizedi solvents

(DAS) unit at Mumbai Refinery

The project envisages setting up an independent train of DAS unit of 200 thousand metric tonnes per annum (TMTPA) capacity to meet growing demand for various grades of specialty De-Aromatized Solvent products such as D40, D60, D110 and D130, in addition to D80 Grade. De-Aromatized Solvents, which are majorly imported, find extensive use in consumer products such as household insecticides, mosquito repellents and aerosols. The approved cost of the project is Rs. 405 crore. The project is scheduled for completion in July 2025.

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 North Jetty Reclamation Pit

(NJRP) with Aviation Turbine Fuel (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 piping, etc. This new pipeline will be an extension of the existing MS (petrol) line from KR to NJRP. 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 Rs. 621.87 crore. The project is scheduled for completion in March 2026.

city Gas Distribution (cGD) Projects

With the merger of Bharat Gas Resources Ltd. (BGRL) with BPCL, and award of 8 new Geographical Areas (GAs) in 11 and 11A City Gas Distribution (CGD) bid rounds, BPCL currently has authorization for laying, building, operating and expansion of CGD network in 25 GAs covering a total of 62 districts across the country for a period of 25 years. The approved cost of all the 25 GAs is Rs. 47,688.00 crore. Activities in all GAs are in progress as per the Minimum Work Programme (MWP) targets.

reseArch AND DeVeLoPmeNt (r&D)

Research and Development (R&D) plays a pivotal role in today's competitive environment for business growth and sustainability. In this context, the Intellectual

Property Rights generated through focused R&D efforts offer a platform for market differentiation as well as promotion of indigenous technologies towards "Aatmanirbhar Bharat".

The Corporate Research & Development Centre (CRDC) of BPCL located in Greater Noida, Uttar Pradesh 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. The

Product & Application Development Centre's (P&AD) R&D team located in Sewree, Mumbai is working on developing novel automotive, industrial and eco-friendly lubricant formulations to meet business demands.

During the year 2022-23, CRDC achieved significant milestones by developing innovative products. These include development of a) PNG stove with higher efficiency

b) Agri-grade Superabsorbent Polymer

(SAP) for retention of moisture of soil in arid regions, c) Smokeless kerosene for defense applications in high-altitude areas. As a part of import substitute, R&D programs were undertaken to develop pathways to produce niche process chemicals and catalysts using refinery streams. On similar lines, R&D programs were initiated for valorization of Acrylic Acid and Acrylate products. Further, focused efforts were made to valorize biorefinery waste streams for sustainable 1G and 2G biorefinery operation. this regard, process know-how has been developed for production of biodegradable film for packaging industry and green silica for tyre industry. Likewise, advancements were made in Carbon Capture and Utilization front to accomplish Corporate Net-Zero 2040 vision. In this direction, efforts were continued to develop cost-effective and energy-efficient CO2 capture

processes, while developing processes for converting captured ^CO2 to produce value-added chemicals such as methanol, formic acid, etc. A Memorandum of Understanding was signed with Curtin University, Australia to develop applications of novel structured packing, "SPIROPAK", which offers a very low-pressure drop compared to benchmark structured packings for CO2/H2S absorption applications.

Additionally, development of novel membrane-less electrolyzer technology was fostered for green hydrogen production and efforts to develop electrolyzer value chain were continued for indigenous production. As a part of clean fuel program, a) an ethanol-diesel blend has been developed, in collaboration with original equipment manufacturers (OEMs), for automotive and stationary applications, and b) indigenous catalyst formulations for Sustainable Aviation Fuel (SAF) production based on Oil to Jet route were developed successfully. On the other hand, the R&D wing of P&AD continued its association with major automotive OEMs in the country for developing engine oils of international standards. As a result, the R&D wing of P&AD has developed new product portfolios including long-life heavy-duty diesel engine oil with fuel economy benefit for BS VI trucks and buses, engine oil for higher CC scooters, industrial lubricants using re-refinedbase oils, premium coolant for indirect cooling for battery electrical vehicles (BEVs) and internal combustion engines (ICEs), engine oil formulated with re-refined base oil and NOx reduction agent (Diesel Exhaust Fluid) for Selective Catalytic Reduction (SCR) system-equipped BS IV/BS VI diesel vehicles.

BPCL-R&D efforts were recognized at various prestigious awards during the year 2022-23. Bharat HiGee Deaeration Technology received Ministry of Petroleum & Natural Gas (MoPNG) Best Indigenously Developed Technology Award 2021-2022 and BharatH2Sep Technology received MoPNG Best Innovation in R&D Institute Award 2021-2022. The focused R&D efforts during the year 2022-23 resulted in the grant of 5 Indian and 2 foreign patents, respectively. On the other hand, 18 new patent applications (5 Indian and 13 foreign) 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 the processes, increase operational efficiencies and reduce energy consumption.

Some of these innovations are:

Kochi Refinery has carried out process innovation to improve efficiency of Diesel Hydrotreater (DHDT) Charge Heater, leading to fuel savings. Plate-type heat exchangers were installed to increase preheat in Integrated Refinery Expansion Plan (IREP) sour water stripper and Amine

Regeneration trains, thereby reducing reboiler steam consumption. Innovative modernization of Standalone Water Supply System (SWSS) 66kV yard and substation was undertaken to ensure reliability of the system.

Mumbai Refinery successfully implemented innovative ideas based on internal studies for Flash steam recovery system using thermo-compressor by utilizing recovered flash steam, packing replacement in Crude Distillation Unit

3 (CDU3) for Vacuum Gas Oil (VGO) T-95 improvement and Flexible and Removable Insulation Covers (FRIC) were provided for steam valves to reduce radiation heat losses and achieve steam savings.

The Business Units have taken forward the Company's flagshipdigital initiative "Project Anubhav", which is aimed at reinforcing Trust, Convenience and Personalization for our consumers and enhancing efficiencies and transparency in operations. The Customer Engagement

Platform (CEP) was implemented to provide 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 centre of BPCL, has been strengthened across Retail, LPG and Industrial & Commercial business units for real-time monitoring of key performance indicator (KPI) and taking immediate action for any exceptions. Customers are now able to avail of various benefits, including loyalty for BPCL products at their fingertips.

Secondary Sales Management (SSM) System was implemented at Lubes BU to ensure discipline in order fulfilment and accountability for each item across the supply chain and the same is integrated with HelloBPCL to enable offerings of retailer and mechanic loyalty programs. The QR code solutions was further strengthened and integrated with SSM to achieve a complete end-to-end traceability of each stock keeping unit (SKU) and to offer dynamic instant rewards to end-customers and reaffirm product genuineness.

UFill, an innovative customer facing initiative, which delivers the promise of "Pure for Sure", ensures that customers have complete control of their fueling with the use of technology. In addition, various other innovations, including Auto Accounting of Own Use Product (HSD, i.e., diesel) quantity in SAP through Terminal Automation System (TAS), retail operations portal, etc. to enhance internal processes, operations and governance were carried out during the year.

Total expenditure on research and development activities and innovation initiatives during the year 2022-23 was

Rs. 168.60 crore.

i NDU striAL reLAtioNs

BPCL continued its thrust towards maintaining industrial harmony through continuous interface and engagement with Unions. The Unions and the workmen demonstrated their commitment to achieve organizational objectives by partnering in various processes. While the Long-Term Settlements on wages and other matters have been successfully signed with all the eligible marketing unions and majority of the eligible population in Mumbai

Refinery, the discussions with non-signatory unions of refineries are in progress. There were no cases of any industrial unrest. All organizational and employee-related issues were handled with a collaborative approach and regular communication was ensured to all employees on all 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 is committed to the communities around its business locations and far beyond, through its CSR initiatives. Through its CSR programs, the Company touches the lives of millions and seeks to make a positive difference in their lives. Sustainability of the initiatives is at the core of CSR activities factoring in community needs and cultural sensitivities, in the thrust areas of Health & Sanitation, Education, Skill Development, Community Development and Environmental Sustainability. In the year 2022-23, BPCL undertook various initiative in line with Sustainable Development Goals (SDGs) and national priorities of ‘Health & Nutrition' under the thematic area advised by Department of Public Enterprises (DPE). Annual Report on CSR, including composition of CSR

Committee, is enclosed as Annexure B. The details of

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 Rs. 190.95 crore for the year 2022-23, Rs. 128.67 crore was spent during the year. The shortfall of Rs. 108.92 crore (including unspent amount of previous financial years) remained unspent because a number of projects were approved during the second, third, and fourth quarters of the year 2022-23, with implementation spread over more than one year. Further, payments made to implementing agencies are linked to achievement of key deliverables and thus actual expenditure against approved projects rolls beyond the financial year.

CSR amount unspent in the current financial year has been allocated to approved projects and transferred to separate unspent CSR Account as mandated by the Companies Act and the same will be spent in accordance with provision of the said act.

CSR initiatives are largely in and around areas of need, aspirational districts or nearby the Company's business units.

Under the ambit of cancer care, BPCL has taken up cancer care program, promoting preventive care through cancer screening in oral, breast and cervical cancers, while also providing free-of-cost quality cancer treatment to the underprivileged population in 10 Government/charitable hospitals, along with supporting rehabilitation to cancer survivors. More than one lakh beneficiaries have been impacted with this ongoing pan-India program so far. An initiative has been taken in collaboration with the Government of Assam, with the objective to provide quality and affordable cancer care in Assam and surrounding states. The Hon'ble Prime Minister Shri Narendra Modi inaugurated 7 hospitals on April 28, 2022 at Dibrugarh, Assam, one of which was in the aspirational district of Darrang. Through this initiative, more than 30,000 persons are screened annually for cancer. It also caters to neighbouring districts of Nagaland, wherein around 20,000 persons annually visit for diagnostic and another 2,000 visits for cancer care services. Below poverty patients will be provided these services free of cost. BPCL is in partnership with District Administration of Cachar, Assam, and Cachar Cancer Hospital & Research Centre. This hospital is the only comprehensive cancer centre for treating various types of cancers and is serving to impoverished communities from southern Assam, mainly from Cachar, Karimganj, Hailakandhi, Dima Hasao districts, Tripura and Western parts of Manipur. Every year, thousands of patients are provided with various cancer care services such as surgical procedures, endoscopy, and palliative care.

BPCL has supported ultra-modern surgical equipment for operation theatres. With the help of these equipment, the Operation Theatre (OT) infrastructure at the hospital has been upgraded. Having been equipped with modern technologies, the hospital carries out quality surgical interventions, which reduces human errors and ensures safety and better treatment of the poor and needy patients.

BPCL is supporting 950 free online expert consultation services through ‘Navya' platform to low income cancer patients to register and receive customized treatment plans as per their need, based on their medical reports and any other constrains such as their location, finances or physical condition.

BPCL, under its CSR initiatives, has enabled totally free-of-cost child heart surgeries for needy children with congenital heart disease. BPCL has supported the cause by way of providing critical medical equipment for the hospital in Mumbai and pledged to give new life to additional 150 underprivileged children, who would be treated totally free of cost at Sai Sanjeevani Hospitals in Haryana and Chhattisgarh. Overall, BPCL has enabled 9,000 paediatric cardiac surgeries. BPCL has supported 10 cardiac ambulances to Brihanmumbai Municipal Corporation (BMC) for emergency and trauma care. BPCL is also running fully functional hospitals at Kochi and Bina Refineries.

BPCL has joined hands with the Government of Gujarat for upgradation and modernisation of the Human and Biological Science Gallery at Science City, Ahmedabad, Gujarat. BPCL has also supported projects of national priorities like reconstruction and restoration of Kedarnath and Badrinath towns and surrounding areas of Uttarakhand. BPCL has been supporting the health care of inter-state labourers by providing medical care at their doorsteps through the mobile health clinic ‘Bandhu'. Free diagnosis by Medical practitioners, free medicines, support for follow-up treatments and awareness talks on health and hygiene are the services provided. This year, the project has reached out to over 15,000 labourers who work in various parts of the district. Reaching out to the remote tribal settlements in Attappady, BPCL supported the construction of new maternity and neonatal wards in the tribal hospital. The new facilities would improve access to advanced maternity care and emergency care services to the tribal population at Attappady and reduce infant deaths caused by preventable diseases.

Infrastructure and medical equipment to Government hospitals, palliative care centres and personalized homecare for homebound patients were also among the various health initiatives.

BPCL has provided facility of homeopathy and allopathy clinic for Mahul and Ambapada residents. The clinic caters to various types of patients suffering from paediatric, gynaecological, gastrointestinal, respiratory, skin, endocrine, cardiovascular, and kidney conditions, etc. The project has been going on since 2014. Every year, approximately 5,000 to 6,000 persons have benefitted from the programme. BPCL has undertaken a host of initiatives to contribute to nation-building. Project Lakshya provides training on wrestling, chess and athletics through trainers to children in rural regions. A ‘Sports Summer Camp' was organized at Agasod village, in which nearly 300 children from nearby villages participated. Project Samatva was initiated to conduct remedial classes for slow learners from villages around Bina, in Madhya Pradesh, which focuses on syllabus and prepares the students for admission by helping them achieve excellence in competitive exams. Students from nearby villages were eligible to receive Government scholarship after clearing the exams.

The initiatives organised by the Company in connection with Swachhata Pakhwada observance from July 1-15,

2022 covered beneficiaries from multiple walks of life and resonated the messages of Swachhata through multiple projects and initiatives, focusing on spreading awareness on the dangers of one-time use of plastic and motivate 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. Mission LiFE (Lifestyle for Environment) is the mission for promoting awareness on seven themes to drive individuals and communities to practice a lifestyle that is synchronous with nature. The theme is driven through the activities in nearby communities, schools, within refineries and township premises.

To commemorate 75 years of India's independence under

Azadi Ka Amrit Mahotsav (AKAM) celebrations, BPCL conducted 117 medical health camps with emphasis of AYUSH (Ayurveda, Yoga and Naturopathy, Unani, Siddha, and Homeopathy), across the length and breadth of the country with the objective of ensuring Jan Bhagidari and outreach to every Indian. More than 15,000 beneficiaries were directly reached out to under this programme. The "Har Ghar Tiranga" campaign was also undertaken under AKAM to encourage people to bring the Tiranga home and to hoist it to mark the 75^th year of India's independence.

To celebrate the occasion, flags were provided to children in the nearby Government schools, colleges and office premises. They were encouraged to hoist the flag in their homes as well.

PromotioN oF sPorts

BPCL sportspersons continued to excel in national as well as international sports arena in the year 2022-23.

The Company's sportspersons demonstrated exemplary vigour in the Commonwealth Games (CWG) 2022 held at Birmingham, England. BPCL's promising star Sanil Shetty won the Gold medal in Table Tennis team event. Adding to the glory, BPCL Hockey players Harmanpreet Singh and Varun Kumar were part of the Indian Hockey Men's Team which bagged the Silver medal in Commonwealth Games (CWG) 2022. Harmanpreet Singh and Varun Kumar were also part of Hockey World Cup 2022 Team, which was held at Bhubaneshwar, wherein Harmanpreet Singh led the team. Two more hockey players of the Company, Dipsan Tirkey and S. V. Sunil were part of the Indian Hockey Men's Team which secured the Bronze medal in Asia Cup 2022 held at Jakarta,

Indonesia. Exemplifying BPCL's indomitable spirit to contribute to the nation in the sphere of sports, Tushar

Khandker, who is an ex-hockey player and an Olympian, undertook a special assignment as assistant coach of the Indian Senior Women's Hockey Team for Women Hockey World Cup held in Netherlands and Spain.

BPCL's Para-Badminton star performer, Manasi Joshi, was the proud recipient of the Arjuna Award. Apart from securing Bronze medals in singles and mixed doubles events at World Championship, she bagged 5 titles and

6 runners-up medals in singles, doubles and mixed doubles events in BWF Para-Badminton World Circuit. BPCL employee, and Olympic Bronze Medalist Manoj Sarkar secured Bronze and Silver medals in singles and doubles events, respectively at Spanish Para-Badminton International 2022, Level 1. He also claimed the Bronze and

Gold medals in singles and doubles events, respectively at Spanish Para-Badminton International 2022, Level 2. BPCL's ace archer Padma Shri Deepika Kumari won the Silver medal in the Women's Recurve team event at Stage 3 of the Archery World Cup 2022 in Paris, France. In Chess, Grand Master Abhijeet Gupta won the Gold Medal in International Graz Open. In the World Para-Powerlifting Asia Oceania Championship held at Pyeongtaek, Korea, Joby Mathew brought laurels to the nation by claiming 4 Gold medals, thus making history in Men's 59 kg category.

In Cricket, Suryakumar Yadav continued his brilliant form and claimed the World No.1 spot in T-20 cricket. He also made his debut in Test Cricket against Australia in Border-Gavaskar trophy series held at India. The Indian team that retained the trophy after defeating Australia 2-1 in the 2023 series comprised three of the Company's players, viz., Suryakumar Yadav, Shreyas Iyer, and Kuldeep Yadav. Furthermore, BPCL's star player Rahul Tripathi made his debut for the Indian Cricket Team in T-20 Cricket in 2023.

As regards Billiards and Snooker, the year 2022-23 was indeed a remarkable year. Continuing his brilliant form and characteristic blistering attack, S. Shrikrishna claimed the Gold medal at World Six-Red and Team Snooker

Championships Malaysia 2022. Manan Chandra won the Silver medal in IBSF World Snooker Championship 2022 (Masters).

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 (MoPNG), Ministry of Social Justice and Empowerment and the

Department of Public Enterprises relating to reservations/ concessions for Scheduled Castes, Scheduled Tribes, Other Backward Classes and Economically Weaker Sections. 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 Liaison Officer of the Company as well as Liaison Officer of MoPNG to ensure proper compliance of the directives.

SC/ST and economically backward students are encouraged by awarding scholarship to those pursuing education in 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 view of the Official Language Policy of the Government of India, business requirements and by considering the needs of the customers, BPCL uses Hindi and other

Indian languages significantly for Official Language implementation. BPCL continues to comply diligently with the Annual Programme 2022-23 issued by Department of

Official Language, Ministry of Home Affairs, Government of India, towards the implementation of the official language across the Company. The progressive usage of Hindi was reviewed and evaluated on quarterly, half yearly and yearly basis through essential committees, viz., OLIC

(Official Language Implementation Committee), TOLIC (Town Official Language Implementation Committee), etc. at different level such as regions, offices, locations, and refineries.

The parliamentary committee carried out inspection in few BPCL offices, and appreciated the efforts being taken by the Company for the implementation of the official language. Hindi training and workshops on the Indic bilingual software, voice-typing, machine translation, etc. were also organized for enhancing levels of compliance.

Various initiatives, including Hindi Fortnight/Week, celebration of notable days, milestones, project, pledges of national importance, observance of World Hindi Day, Annual Hindi Coordinators' Meet as well as various competitions, programmes, and culture activities, were organized in Hindi from time to time, with wholehearted participation from employees.

Like every year, several staff members took advantage of the Corporation's Official Language Promotion Scheme this year. Additionally, as a part of promoting Hindi and encouraging employees' children for greater adoption and use of Hindi, those who appeared for the board exams this year were awarded Official Language prizes for outstanding performance in ‘Hindi' subject for 10^th and 12^th classes.

BPCL was honored with the first Rajbhasha Protsahan Cup award by MOPNG for the implementation of the official language. The award was presented by the Minister of Petroleum and Natural Gas & Minister of Housing and Urban Affairs, Mr. Hardeep Singh Puri. BPCL also received the prestigious "Saarvashresth Rajbhasha Karyanvayan Puraskar" by Hon'ble Bhagat Singh Koshyari, Governor of Maharashtra. BPCL has also well-deservedly received accolades and special appreciation from TOLIC at various locations, including Chairman's Office, Western Regional Office, Kochi Refinery, State Office Odisha and Panipat

Installation for emphatic implementation of Hindi.

citiZeN's chArter, PUbLic GrieVANce reDressAL (PG) & cUstomer cAre sYstem AND riGht to iNFormAtioN (rti)

BPCL strongly believes that customers are the primary reason for its existence, and therefore places them at the center of its business philosophy and operations as a part of its corporate culture. In the present scenario of competitive and rapidly changing market, excellence in customer service is the most important tool for sustained business growth, building strong brand and nurturing relationship with the customer, for which BPCL is always committed.

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

The concept of Citizens' Charter enshrines the trust between the service provider and its users by ensuring responsiveness of the service provider in a transparent and accountable manner. At BPCL, the internal processes are aligned to ensure that every customer receives the best levels of service. The Citizen's Charter published on BPCL's 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 on 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 Centralized Public Grievance Redress and Monitoring System (CPGRAMS) (https://www.pgportal.gov.in/), which is an online web-enabled Portal developed by National Informatics Centre (NIC) and Department of Administrative Reforms and Public Grievances (DARPG).

Grievances received from people through CPGRAMS system are centrally scrutinized at the Corporate Level and sent for redressal to various Business Units/Entities through a well-established online network. The process has an escalation matrix to ensure timely and qualitative closure. BPCL, with its dedicated team, redressed and closed 4,156 grievances (out of 4,234 grievances, i.e., 98.16%) with an average disposal time of only 12 days as against the norm of 30 days fixed for disposal. BPCL has successfully closed 285 Appeals out of 291 received on CPGRAM portal during the year 2022-23.

customer care system (ccs)

BPCL has a centralized Customer Care System (CCS), which is a single point of contact for all BPCL customers on digital as well as non-digital platforms. SmartLine, BPCL's all India toll-free contact centre for consumers, is a path-breaking initiative in the Indian Oil and Gas industry, and since its launch in 2013, has connected with more than 81 lakh customers.

CCS continues to be the first point of contact for

BPCL's ever-increasing customer base for all their queries and grievances. With a strong team of more than hundred members and with latest Customer Relationship Management (CRM) technology as its digital backbone, BPCL is able to service the customers much better by creating a deeper understanding of the customer as well as by presenting a unified interface to customers.

BPCL continues to strive to keep its customers safe and well taken care of with increased use of technology and Artificial Intelligence (AI). Apart from redressal of customer complaints, the data generated from CCS is used to improve customer service at the grass-root level. ‘EK Call ........ Sab Solve' remains the guiding motto of CCS.

right to information (rti)

BPCL has been successfully complying with the requirements of RTI Act from the time of its inception in the year 2005 and has implemented all the norms stipulated in the RTI Act, 2005. As required under the Act, all the relevant details and information along with suo moto disclosure under section 4(1)(b) have been hosted on the Company's 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 the year 2005 till March 31, 2023, the Company has successfully handled 50,666 RTI applications, 7,275 First Appeals and 1,240 Second Appeals with 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 postal delays. The Company's team of 49 Central Public Information

Officers (CPIOs) and 12 First Appellate Authorities (FAA) are spread across the country, covering major BUs like

Retail, LPG, Aviation, Mumbai Refinery, Kochi and entities like HR and International Trade, thereby ensuring smooth handling of RTI queries.

During the year 2022-23, BPCL received 2,570 RTI queries, 482 First Appeals and 113 Second Appeals (CIC Hearings) and all have been processed.

PUBLIC PROCUREMENT: MICRO & SMALL eNterPrises

BPCL's Central Procurement Organization (Marketing) [CPO (M)] procured goods and services worth

Rs. 16,883.13 crore. This includes the company's requirement of Ethanol for blending with petrol, purchases and contracts for LPG, Retail, Lube and Industrial & Commercial business units (BUs) as well as for entities like Pipelines, Information Systems,

Engineering & Project, Human Resource Services (HRS) and New Businesses. Additionally, tenders for disposal of scrap worth Rs. 321.02 crore were also finalized for marketing locations. As part of Ethanol Blending Program of Government of India, CPO (M) also anchored and finalized industry tenders of Ethanol amounting to

Rs. 39,657 crore for the 11^th consecutive year. 100% of the tenders are floated either through e-tendering mode or through Government e-Marketplace (GeM).

The Company registered a 115% rise in procurement of goods and services through GeM during the year as compared to the previous year – from Rs. 1,078.33 crore to Rs. 2,318.52 crore.

The Company abides by the Public Procurement Policy for Micro and Small Enterprises (MSE) Order 2012 and its subsequent amendments. During the year 2022-23, BPCL's total procurement value of goods and services, excluding work contracts, where MSEs could have participated was Rs. 8,736.65 Crore. The actual procurement value from MSEs was Rs. 3,203.02 Crore, i.e., an achievement of 36.66%, which exceeds the target of 25%. General Conditions of Contract (GCC) and General Purchase Conditions (GPC) of all tenders have purchase preference clauses for MSEs. BPCL also offers Trades Receivable Discounting Scheme (TReDS) to its MSME vendors. BPCL conducted online vendor development programmes for MSE SC/ST and MSE women, wherein over 200 vendors participated and benefitted from detailed presentations by Asst. Director, MSME-

DI, Aurangabad on benefits of Public Procurement

Policy for MSEs. BPCL also participated in 8 MSME Vendor Development Programs organized by Director

MSME, Maharashtra/MSME Development Institute in

Aurangabad, Nagpur, Mumbai, Kankavali and other locations. A "Premier Vendor Workshop" was held during December 2022, wherein vendors of BPCL were invited and their knowledge was enriched by various presentations on current and future business requirements of BPCL as well as emerging technologies.

ViGiLANce

Vigilance administration in BPCL is an integral part of the management for ensuring good governance in the organization. The motto of the department is "Vigilance for Corporate Excellence". Vigilance department promotes corporate governance by ensuring transparency, ethics and integrity in thoughts and deeds to make BPCL an organization known for zero tolerance for corruption.

Vigilance department is headed by Chief Vigilance Officer

(CVO) and supported by a Vigilance team located at the headquarters, regions and refineries. The CVO acts as advisor to the CMD in all matters pertaining to vigilance.

The CVO is also the nodal officer of the Company for interaction with Central Vigilance Commission (CVC) and Central Bureau of Investigation (CBI). The vigilance mechanism is based on the Vigilance

Manual/policy circulars of CVC, instructions issued by Department of Personnel and Training (DoPT) and Ministry of Petroleum & Natural Gas (MoPNG). Annual and quarterly performance reports are furnished to CVC and MoPNG of the work done on vigilance matters. Vigilance in BPCL strives to enhance the ethical standards of the organization and encourage good corporate governance through an effective balance of Punitive, Preventive and Participative vigilance measures.

We have dedicated maximum resources this year in promoting Preventing Vigilance as a primary tool. Raising awareness about good governance and ethical mindset has been quintessential and therefore Vigilance has regular interactions with employees through induction trainings and mid-career trainings. These sessions have aimed at enhancing knowledge and awareness on the operational aspects of various circulars/guidelines/

SOPs issued by BPCL, CVC and MoPNG and common lapses committed. In all, 96 training sessions were held, covering 2,526 persons during the year 2022-23. Punitive Vigilance for commission of misconduct and other malpractices is certainly important vigilance function. Investigation of complaints with specific reference to those having vigilance overtones have been carried out diligently. The Vigilance function closely interacts with Businesses/Entities to ensure all facets are covered while arriving at justified conclusions of cases.

Emphasis was laid on early completion of investigations and concluding the same. Vigilance took effective action on complaints with the purpose of safeguarding the interests of stakeholders. Emphasis was laid on early completion of investigations and concluding the same. A summary of investigative complaints handled by Vigilance during the year 2022-23 is given below:

Vigilance Awareness Week with the theme ‘Corruption-Free India for a Developed Nation' was observed across the country from October 31, 2022 to November 6, 2022. During the week, a variety of programs were carried out across the country to spread the theme and bring awareness amongst the stakeholders. viz., walkathon/ cyclathon, seminar/webinar, school functions, vendor/ transporter/customer meet, Gram Panchayat events,

Integrity Jingle at retail outlets, etc.

In an effort to engage with all stakeholders within BPCL with an intention to ‘inform, educate and enroll', from this year the magazine ‘Vigilance Plus' was released every quarter. sUbsiDiAries, JoiNt VeNtUres AND AssociAte comPANies

BPCL has 2 subsidiaries and 22 Joint Venture Companies and Associate Companies as on March 31, 2023.

Pursuant to order of the Ministry of Corporate

Affairs dated June 22, 2022 and its subsequent filing with the respective Registrar of Companies, Bharat

Oman Refineries Limited, which was a wholly owned subsidiary of BPCL, merged with BPCL with effect from July 1, 2022.

Pursuant to order of the Ministry of Corporate Affairs dated August 8, 2022 and its subsequent filing with the respective Registrar of Companies, Bharat Gas Resources

Limited, which was a wholly owned subsidiary of BPCL, merged with BPCL with effect from August 16, 2022. 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 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 in its above website. A copy of the said documents are 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 comPANies bhArAt PetroresoUrces LimiteD (bPrL)

BPRL was incorporated in October 2006 as a 100% subsidiary of BPCL to undertake upstream activities. As on March 31, 2023, BPCL's investment is Rs. 9,475 crore in the equity capital of BPRL (apart from equity component of Rs. 126.37 crore recognised on fair valuation of concessional rate loan given to BPRL). In addition to this, the Company has given a loan of

Rs. 455 crore to this subsidiary. BPRL has recorded a consolidated income of Rs. 246.93 crore and a consolidated loss of Rs. 1,062.65 crore for the financial year ending March 31, 2023. BPRL has Participating Interest (PI) in 17 blocks, of which 8 are in India and 9 overseas, along with equity stake in two Russian entities holding the license to four producing blocks in Russia. Five of the 8 blocks in India were acquired under different rounds of New Exploration

Licensing Policy (NELP), one block was awarded under Discovered Small Fields (DSF) Bid Round 1 and two blocks were awarded under the Open Acreage Licensing Policy (OALP) Bid Round I. Out of 9 overseas blocks, 5 are in Brazil, 2 in United Arab Emirates and one each in Mozambique and Indonesia.

The blocks of BPRL are in various stages of exploration, appraisal, development and production. The total acreage held by BPRL and its subsidiaries is around 21,358 sq. km, of which approximately 50% is offshore.

During the year 2022-23, out of BPRL's share of equity crude oil from Lower Zakum Concession in UAE, approximately 4.4 million barrels of crude oil was lifted by BPCL group refineries. In Ruwais Discovery in UAE, the drilling and testing of appraisal wells has been completed and presence of hydrocarbons has been established. The final Field Development Plan (FDP) for Ruwais discovery was submitted to the Regulator on October 4, 2022. Currently, Production Concession Agreement and Asset Usage Agreement are being finalized in discussion with ADNOC.

In BM-SEAL-11 Concession in Brazil, subsequent to the Declaration of Commerciality (DoC) in December 2021, the FDPs have been submitted to ANP (Brazilian Regulator) in November 2022. The concessionaires are progressing towards procurement of Floating Production

Storage Offloading(FPSO) unit and other long lead items for the project. In Offshore Area 1, Rovuma Basin, Mozambique, while the construction activities in the 2-Train Golfinho-Atum

LNG Project were progressing as per schedule, security incidents in the region led to declaration of Force Majeure at the beginning of the year 2021-22. The Government of Mozambique is working towards reestablishment of peace and resolving the security situation. Mozambican military along with joint forces from Rwanda and Southern African Development Community (SADC) continue their operations in the region. In order to contribute to the stabilization of the livelihood of the communities in Northern Cabo Delgado, the project has developed a comprehensive socio-economic initiative aimed at generating revenues for the communities, developing the local economy, preserving the biodiversity and promoting human rights. There has been an improvement in the security situation, and the project is expected to restart after satisfactory assurances regarding the security in Cabo Delgado province, the revised costs of the project and human rights.

In respect of Indian blocks, the block CY-ONN-2002/2, located in Cauvery Basin, Tamil Nadu currently has six producing wells. During the year 2022-23, BPRL's share of production from the block was 28 thousand tonnes of oil.

In BPRL's Indian OALP Operated block, CB-ONHP-2017/9, located in onshore Cambay Basin, Gujarat, exploration drilling prospects have been identified and activities are planned towards the minimum work program. The PI in respect of blocks in India are held directly by BPRL. PI in respect of blocks in Brazil, Mozambique, Indonesia and UAE and equity stake in two Russian entities are held through various step-down wholly owned subsidiaries/JVs of the wholly owned subsidiaries located in the Netherlands and Singapore. A detailed discussion on the blocks is given in the Management Discussion & Analysis Report (MDA).

BHARAT OMAN REFINERIES LIMITED (BORL)

Bharat Oman Refineries Ltd (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)

Bharat Gas Resources Ltd. (BGRL) was a subsidiary company of BPCL. Pursuant to order of the Ministry of Corporate Affairs dated August 8, 2022 and its subsequent filing with the respective Registrar

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

Aviation Turbine Fuel (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, 2023, the authorized share capital of the company is Rs. 50 crore and paid-up share capital is

Rs. 9 crore. During the year 2022-23, the fuel throughput was 40,525.30 KL. The company earned revenue from operations of Rs. 10.62 crore in the year 2022-23 and the profit during the period wasRs. 0.99 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, 2023, the financialshave been consolidated as joint venture as per the principles of Indian Accounting Standards.

PetroNet 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 Rs. 3,000 crore and paid-up share capital of Rs. 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. Each of the promoters holds 12.5% of the equity capital of PLL. BPCL's equity investment in PLL currently stands at Rs. 98.75 crore. PLL recorded consolidated revenue from operations of

Rs. 59,899.35 crore during the year 2022-23, as against

Rs. 43,168.57 crore recorded in the year 2021-22. The consolidated profit for the year stood at Rs. 3,325.82 crore, as compared to Rs. 3,438.12 crore during the year 2021-22. The consolidated EPS for the year 2022-23 is Rs. 22.17, as compared to Rs. 22.92 in the year 2021-22. During the year 2022-23, PLL recommended a final dividend of

Rs. 3.00 per share, in addition to special interim dividend of Rs. 7.00 per share during the year. In the previous year, PLL had declared a special interim dividend of Rs. 7.00 per share and a final dividend ofRs. 4.50 per share.

i ND rAPrAsthA GAs LimiteD (iGL)

IGL is a joint venture company promoted by BPCL and GAIL and it was 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 Rs. 140 crore. BPCL had invested Rs. 31.50 crore for 22.5% stake in its equity. The company added 81 new Compressed Natural Gas (CNG) stations and 3.10 lakh new Piped Natural Gas (PNG) domestic connections during the year. As on March 31, 2023, IGL has 792 CNG stations and 23.70 lakh PNG domestic connections. IGL has registered revenue from operations of Rs. 15,603.02 crore and profit of Rs. 1,639.65 crore for the year ending March 31, 2023, as compared to revenue from operations of Rs. 8,484.73 crore and profit of Rs. 1,502.27 crore in the previous year. The EPS for the year stood at Rs. 23.42, as against Rs. 21.46 in the year 2021-22. The IGL Board declared an interim dividend of Rs. 13 per share during the year. In the previous year, IGL had declared a final dividend of Rs. 5.50 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 Rs. 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

Rs. 20 crore. As on March 31, 2023, 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 2.69 lakh customers. During the year 2022-23, the company commissioned 3 CNG stations. SGL achieved a turnover of Rs. 2,383.84 crore and profit of Rs. 322.00 crore for the year ending March 31, 2023, as against Rs. 1,900.46 crore and Rs. 346.48 crore, respectively for the previous year. The EPS for the year stood at Rs. 161.00 as against

Rs. 173.24 in the year 2021-22. The company declared an interim dividend of Rs. 60 per share during the year. In the previous year, SGL had declared a final dividend of Rs. 40 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 Rs. 60 crore as on March 31, 2023. The joint venture partners have each invested Rs. 15 crore for an equity stake of 25% each in the company, while the balance 50% is held by IGL. As on March 31, 2023, CUGL has 85 CNG stations. CUGL has achieved revenue from operations of Rs. 746.91 crore and profit of Rs. 85.36 crore for the year ending March 31, 2023, as against Rs. 509.49 crore and Rs. 118.83 crore, respectively, for the previous year. The EPS for the year stood at Rs. 14.23, as against

Rs. 19.80 in the year 2021-22. The company recommended a final dividend of Rs. 4.10 per share for the year 2022-23. In the previous year, CUGL had declared an interim dividend of Rs. 1.00 per share and a finaldividend of Rs. 3.00 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 authorised share capital of Rs. 100 crore. The paid-up share capital of the company is Rs. 100 crore. BPCL and GAIL have invested Rs. 22.50 crore each in MNGL's equity capital. Maharashtra Industrial Development Corporation (MIDC), as a nominee of 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 Nashik GA and Sindhudurg GA in Maharashtra and Ramanagara GA in the state of Karnataka, which were awarded by Petroleum and Natural Gas Regulatory Board (PNGRB) under the 9^th CGD Bidding Round. MNGL has achieved an average sales of 1.24 million metric standard cubic meters per Day (MMSCMD) in the year 2022-23, resulting in a stupendous volume growth of over 25% w.r.t. the previous year. The company has commenced sales in the GA of Buldhana, Nanded and Parbhani districts in Maharashtra and Nizamabad, Adilabad, Nirmal, Mancherial, as well as Kumuram Bheem Asifabad and Kamareddy districts in Telangana, secured under 11^th Round within the first year. Within less than one year of commissioning India's largest LNG-LCNG

Station at Nashik, it is the first and only such LNG-LCNG station in India to consistently achieve a throughput of 1,00,000 standard cubic meters per day (SCMD), which is highest in India for any CGD entity. MNGL has set up 202 CNG stations and is supplying PNG (Domestic) to 6.90 lakh customers. MNGL has achieved revenue from operations of Rs. 2700.19 crore and profit of

Rs. 421.09 crore for the year ending March 31, 2023, as against revenue of Rs. 1,381.41 crore and profit of Rs. 332.62 crore, respectively, in the previous year. The EPS for the year 2022-23 stood at Rs. 42.13, as against Rs. 33.26 in the year 2021-22. The MNGL Board recommended a final dividend of Rs. 12 per share for the year, as against Rs. 10 per share in the previous year.

hAriDWAr NAtUrAL GAs PriVAte LimiteD (hNGPL)

HNGPL was incorporated in April 2016 as a joint venture company with GAIL Gas Limited on a 50:50 basis for implementation of a CGD network in the GA of Haridwar District of Uttarakhand. As on March 31, 2023, the authorized share capital of the company is Rs. 90 crore and paid-up share capital is Rs. 44.40 crore. Additionally, the company has received share application money of Rs. 42.76 crore on a Rights issue, which was pending for allotment as on March 31, 2023. HNGPL received Rs. 30 crore inter-corporate loan from the joint venture partners in the year 2020-21, against which the principal amount of Rs. 22.50 crore is outstanding as on March 31,2023.

The five-year Minimum Work Programme (MWP) target as per PNGRB authorisation of 16,905 domestic PNG connections and 830-inch-km pipeline was achieved by the company in 2020-21. As on March 31, 2023, the company has provided 25,000 domestic connections and laid around 1,348-inch-km pipeline. Further, the company has set up 7 CNG stations. HNGPL achieved revenue from operations of Rs. 91.74 crore and profit

Rs. 2.27 crore for the year ending March 31, 2023, as against a revenue of Rs. 45.76 crore and profit ofRs. 3.34 crore in the previous year.

GoA NAtUrAL GAs PriVAte LimiteD (GNGPL)

GNGPL was incorporated in January 2017 as a joint venture company with GAIL Gas Limited on a 50:50 basis for implementation of a City Gas Distribution Project in the GA of North Goa. The authorized share capital of the company is Rs. 80 crore as on March 31, 2023 and the promoters have infused Rs. 40 crore each towards equity as on March 31, 2023. The company has already achieved its five-year MWP target of providing

9,588 domestic connections and laying 650-inch-km pipeline. As on March 31, 2023, the company has provided gas to 3432 domestic connection and laid around 692.35-inch-km pipeline in the North Goa GA. Further, the company has commissioned 7 CNG Stations in North Goa and is supplying gas to 14 commercial and 23 industrial PNG customers. GNGPL achieved revenue from operations of Rs. 78.98 crore and profit of Rs. 1.78 crore for the year ending March 31,

2023, as against a revenue of Rs. 36.17 crore and profit of Rs. 0.20 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 Rs. 20 crore. The two promoters have each subscribed to 50% of the equity share capital of BSSPL and BPCL's present investment stands at Rs. 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 Bangalore in2008.BSSPLhasnowincreaseditsfootprintsatdifferent airports across India, which includes major airports like Delhi, Mumbai, Bangalore and Chennai. BSSPL also provides business support services (man-power services for fueling operation) in the petroleum sector. Presently, the company is operating at 58 locations in India. BSSPL has achieved a consolidated revenue from operations of

Rs. 63.78 crore and a consolidated profit of Rs. 2.72 crore for the financial year ending March 31, 2023, as against a consolidated revenue from operations of Rs. 37.59 crore and a consolidated loss of Rs. 5.12 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 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 Rs. 170 crore and Rs. 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 achieved revenue from operations of

Rs. 86.50 crore and profit of Rs. 23.09 crore for the year ending on March 31, 2023, as against revenue of Rs. 72.19 crore and net loss of Rs. 5.33 crore, respectively, during the previous year. The EPS for the year stood at Rs. 1.41, as against Rs. (0.33) in the year 2021-22. The company recommended an interim dividend of Rs. 0.43 per share and final dividend of Rs. 0.98 per share for the year, as against nil dividend 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 Rs. 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 12.12 lakh KL during the year 2022-23, which is an increase of 62% from 7.47 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 achieved revenue from operations of

Rs. 110.31 crore and profit of Rs. 32.01 crore for the year ending on March 31, 2023 as against revenue of Rs. 59.90 crore and profit of Rs. 9.58 crore, respectively, during the previous year. EPS for the year 2022-23 stood at Rs. 1.51, as against Rs. 0.45 in the year 2021-22.

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 on international standards, primarily to cater to the travelling needs of the large NRI population in the region, which travels frequently to various international destinations, as well as the flourishing business community and tourists. The authorised share capital of the company is Rs. 3,500 crore and the paid-up share capital of the company as on March 31, 2023 is Rs. 1,338.39 crore, out of which BPCL has contributed Rs. 216.80 crore. Kannur Airport was commissioned in December 2018 and it is one of the four international airports in Kerala. During the year 2022-23, total aircraft movements were 11,939 and passenger traffic was approximately

12.46 lakh, as against 9,761 aircraft movements and approximate passenger traffic of 8.03 lakh in the previous year. This increase in air traffic movement compared to the previous year corresponds to a recovery of more than 22% compared to the pre-COVID-19 scenario.

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 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 USD

4 million. Matrix Marine Fuels L.P. USA has subsequently transferred their share and interest in the joint venture in favour of Matrix Marine Fuels Pte Ltd Singapore, another affiliate of the Mabanaft group, which has been further transferred in favour 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 USD 0.50 million, with BPCL's share being USD 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 USD 0.04 million for the year ending December 31, 2022, as against a loss of USD 0.03 million for the year ending December 31, 2021.

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, 2023, BPCL has paid an amount of Rs. 560.64 crore towards equity in the company. The project is being executed in four phases. The first phase is a 12-km 12-inch pipeline from Kochi Refinery (KR) to IOCL

Udayamperoor Bottling Plant and a 152.3 km 12-inch 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 2022-23, 184.92 TMT of LPG was transported through this pipeline, as against a quantity of 132.51 TMT in the year 2021-22. With respect to the 152.3 km pipeline from BPCL-KR DT to Palakkad RT, the pipeline laying has been completed for 152.28 km, and the overall physical progress achieved as on March 31, 2023 is 98%. The second phase is a 38.6-km 12-inch pipeline from Puthuvypeen IOCL import terminal to KR. The overall physical progress achieved for this section is 95%. The third and fourth phases are a 63-km 12-inch pipeline from Palakkad RT to Coimbatore RT and a 157-km 8-inch pipeline from Coimbatore RT to Salem RT. 80% of Detailed Engineering Survey is completed and the process of obtaining crossing permissions is underway 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, activities for route survey and for obtaining along/crossing permissions are in progress.

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 authorised to lay 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 2022-23, the company transported approximately 586 MMSCM of gas, as against 444 MMSCM in the previous year. GITL has reported revenue from operations of Rs. 103.71 crore and a loss of Rs. 11.85 crore for the year ending March 31, 2023, as against revenue from operations of Rs. 84.90 crore and loss of Rs. 155.56 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 authorised to lay two cross-country gas pipelines, viz., Mehsana-Bathinda Pipeline (MBPL) and Bathinda-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 MBPL Phase II Project, covering 837 KMs out of 940 KMs except Section V (Punjab). During the year 2022-23, the company has transported about 1246.26 MMSCM of gas, as against approximately 1,328.56 MMSCM in the previous year. GIGL has reported revenue from operations of Rs. 212.80 crore and loss of Rs. 158.36 crore for the year ending March 31, 2023, as against revenue from operations of Rs. 228.47 crore and profit of Rs. 73.36 crore in the previous year.

FiNo PAYtech LimiteD (FiNo)

BPCL acquired shares in FINO in the year 2016-17. As on March 31, 2023, BPCL has made an investment of

Rs. 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 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 the ONGC, and 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 Rs. 100 crore to Rs. 1 crore and Rs. 99 crore was returned to its promoters. BPCL has 16% equity participation in the company, with current investment of Rs. 0.16 crore. During the year 2018-19, shareholders of the company 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 Rs. 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 Hon'ble Allahabad High Court (Lucknow Bench) for winding up BREL. By the judgement dated December 21, 2015, the company was ordered to be wound up and an Official Liquidator 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 the Hon'ble Allahabad High Court. A reply to the report submitted by the OL has been given and the matter is pending in the Hon'ble Allahabad High Court.

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 a land in 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 approximately the

2,800-km-long Kandla-Gorakhpur LPG Pipeline (KGPL) for meeting the LPG demand of the bottling plants en route to the pipeline in the States of Gujarat, Madhya Pradesh and Uttar Pradesh. The company was converted into a public limited company w.e.f. April 6, 2021. The pipeline will cater to the LPG requirement of 22 LPG bottling plants of IOCL, HPCL and BPCL located in the afore-mentioned States. The Kandla-Gorakhpur Pipeline would connect and meet the requirement of 7 LPG bottling plants of BPCL situated at Hariyala, Indore, Bhopal, Jhansi, Kanpur, Allahabad, and Gorakhpur. The approved total cost of the KGPL project was Rs. 10,088 crore, while Rs. 4,892.66 crore have been incurred till March 31, 2023 under the project. As on March 31, 2023, BPCL has made equity contribution of Rs. 764.50 crore. The overall progress achieved for the KGPL Project as on March 31, 2023 is 75.28%. The scheduled completion date of the KGPL project was December 2021, which was revised by PNGRB to December 2022 in view of the COVID-19 pandemic. PNGRB has further revised the project scheduled completion date to December 31, 2023.

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 women hailing from economically weaker sections and who are not getting covered under 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 economically underprivileged sections of the country. Since the core purpose of UPF is getting fulfilled by way of various

Government schemes announced from time to time, no major activity has been undertaken under 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 2022-23 with MoPNG. An MoU for the year 2023-24 is under finalization. The Company has achieved "Excellent" performance rating for MoU 2021-22, with a composite score of 91.66%.

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 (MoPNG) 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 appointed during the year 2022-23 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 the Companies Act, 2013 shall not apply to a Government Company. Consequently, there is no requirement of disclosure under 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 the 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 implemented by the Company from the environmental, social and governance (ESG) perspective is appended as part of the Annual Report.

trANsActioN With reLAteD PArties

During the year 2022-23, 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 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 Risk Management Committee has been constituted by the Board. The Board has defined the roles and responsibilities of the Risk Management Committee which includes reviewing and recommending of the risk management plan comprising risks assessed and their mitigation plans, and reviewing and recommending the risk management report for approval of the Board with the recommendation of the Audit Committee. The Audit Committee and Board evaluate the Company's internal financial controls and risk management procedures.

The Company has implemented a Risk Management Charter and Policy for self-regulatory processes and procedures to ensure that company operations are conducted in such a manner which ensure that risks are continually managed.

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 category 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.

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 on March 31, 2023, 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 judgements 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

The Board places on record its deep gratitude for the contribution and guidance given by the following directors who demitted office during the year 2022-23:

Shri Harshadkumar P. Shah ceased to be a Director of the Company w.e.f. July 16, 2022 on completion of his tenure. Shri Gudey Srinivas, Government Director, who was appointed as Director by shareholders by way of Postal Ballot w.e.f. April 17, 2022, ceased to be a Director of the Company w.e.f. September 26, 2022.

Shri Arun Kumar Singh, Chairman & Managing Director superannuated at the close of office hours onOctober 31, 2022.

Smt. Yatinder Prasad, Government Director, who was appointed as an Additional Director of the Company w.e.f. October 29, 2022, ceased to be Director of the Company w.e.f. December 20, 2022.

Shri Sanjay Khanna, Director (Refineries), Shri Suman

Billa, Government Director were appointed as Directors by the shareholders by way of Postal Ballot w.e.f. April 17, 2022. Further, Shri Pradeep Vishambhar Agrawal, Shri Ghanshyam Sher, Dr (Smt) Aiswarya Biswal, Prof (Dr) Bhagwati Prasad Saraswat, Shri Gopal Krishan Agarwal, Independent Directors, were appointed as Independent Directors by shareholders by way of Postal Ballot w.e.f. April 17, 2022.

Shri Sukhmal Kumar Jain, Director (Marketing), was appointed as an Additional Director of the Company w.e.f. August 22, 2022 as communicated by Ministry of Petroleum & Natural Gas and being

Additional Director, held office up to the date of the last Annual General Meeting held on August 29, 2022. He was again re-appointed as Additional Director by the Board at the meeting held on August 29, 2022. He was further appointed as Director (Marketing) by shareholders by way of Postal Ballot w.e.f. November 16, 2022.

Smt. Kamini Chauhan Ratan, Additional Secretary & Financial Advisor, Ministry of Petroleum and Natural Gas, was appointed as an Additional Director of the Company w.e.f. December 21, 2022. She was further appointed as Director by shareholders by way of Postal Ballot w.e.f. March 18, 2023 Shri Vetsa Ramakrishna Gupta, Director (Finance) took additional charge of Chairman & Managing Director w.e.f. November 1, 2022 to March 17, 2023. He also held additional charge of Director (Human Resources) w.e.f. January 1, 2022 to April 30, 2023. Dr (Smt) Sushma Agarwal, Independent Director, was appointed as an Additional Director of the Company w.e.f. March 10, 2023. Shri Krishnakumar Gopalan was appointed as an Additional Director of the Company and as Chairman & Managing Director w.e.f. March 17, 2023.

Shri Rajkumar Dubey, Director (Human Resources), was appointed as an Additional Director of the Company w.e.f. May 1, 2023. The above referred Additional Directors will hold office till the ensuing Annual General Meeting

(AGM). Notice under Section 160 of the Act has been received proposing their respective name for the appointment as Director at the ensuing AGM. Shri Sanjay Khanna 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 Corporate Governance Clause, brief bio-data of the above Directors who are appointed/ reappointed at the AGM are 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.

FAmiLiArisAtioN ProGrAmmes

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/bharat-petroleum-for/Investors/

Details%20of%20Familiarization%20Programmes.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 Whistle Blower 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%20 Policy%20final.pdf

NUmber oF meetiNGs oF the boArD AND committees oF the boArD

Fifteen 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 2022-23 is available on the Company website at the following link: https://www.bharatpetroleum.in/ Bharat-Petroleum-For/Investors/Shareholders-Meetings/ Annual-General-Meeting.aspx

ADeQUAcY oF iNterNAL FiNANciAL coNtroLs With reFereNce to the FiNANciAL stAtemeNts

The details are included in the MDA, which forms part of this Report. stAtUtorY AUDitors

The Comptroller & Auditor General of India (C&AG), under the provisions of Section 139(5) of the Companies

Act, 2013, had appointed M/s Kalyaniwalla and Mistry LLP, Chartered Accountants, Mumbai and M/s K.S. Aiyar

& Co, Chartered Accountants, Mumbai, as Statutory Auditors for the year 2022-23. These appointed auditors will hold office till conclusion of the ensuing Annual

General Meeting. C&AG is in the process for appointment of Statutory Auditors for the Financial Year 2023-24. The Auditors' Report for the year 2022-23 does not contain any qualification, reservation or adverse remark.

rePortiNG oF FrAUDs bY AUDitors

The Auditors have not reported any instance of fraud under Sub-section (12) of Section 143 of Companies Act, 2013.

ost recorD AND cost AUDit

The Company has prepared and maintained cost records as prescribed under Section 148(1) of the Companies Act, 2013 for the year 2022-23. The Cost Audit Report for the year 2021-22 was filed with the Ministry of

Corporate Affairs before due date in XBRL Format.

The Cost Auditors for the year 2021-22 were M/s. R. Nanabhoy & Co, Mumbai and M/s. G. R. Kulkarni &Associates, Mumbai.

M/s R. Nanabhoy & Co, Mumbai and M/s G. R. Kulkarni

& Associates, Mumbai, were also appointed as the Cost Auditors for the year 2022-23. The Cost Auditor shall, within a period of 180 days from the closure of the financial year, forward the Cost Audit Report, and the Company is required to file the Cost Audit Report within

30 days of receipt of the same.

secretAriAL AUDitor

The Board had appointed M/s. Upendra Shukla, Company

Secretary, to conduct the Secretarial Audit for the year 2022-23. The Secretarial Audit Report for the year ended

March 31, 2023 is appended as Annexure I to this Report.

The Secretarial Audit Report does not contain any observations 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.

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, one (1) complaint of sexual harassment was received against a contract worker, which has been closed as the contract worker was terminated by the contractor. No complaint was pending at the end of the financial year.

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 Workplace (POSH) is included as part of Induction Training of all new recruits.

AcKNoWLeDGemeNts

The Directors express their appreciation for the untiring, dedicated and focused efforts of each and every employee. Their passion and resolute steadfastness to pursue the goals and ambitions of the Company have put the Company ahead of the curve.

It is with deep gratitude that the Directors acknowledge the support and guidance received from various Ministries of the Government of India, especially the Ministry of Petroleum & Natural Gas, and from various

State Governments, which has helped/facilitated the

Company take on new challenges in its stride with great confidence.

The Company's laser-sharp customer-centric approach to business and prioritization of innovation has yielded the trust and unflinching support of our business partners and shareholders, allowing us to dream even bigger. The Directors are proud of the Company's human capital and acknowledge its vital role in the continued success of the Company. India is on an unparalleled growth trajectory, and it has an even more enchanting future ahead of it. Realizing this immense potential, the Directors are bullish on India as the Company accelerates its journey towards an exciting future.