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Bharat Petroleum Corporation Ltd.

BSE: 500547 Sector: Oil & Gas
NSE: BPCL ISIN Code: INE029A01011
BSE 00:00 | 06 Oct 312.00 0.55
(0.18%)
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314.65

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314.80

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309.55

NSE 00:00 | 06 Oct 312.15 0.70
(0.22%)
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314.80

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OPEN 314.65
PREVIOUS CLOSE 311.45
VOLUME 176492
52-Week high 468.00
52-Week low 293.50
P/E 67.97
Mkt Cap.(Rs cr) 67,681
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 314.65
CLOSE 311.45
VOLUME 176492
52-Week high 468.00
52-Week low 293.50
P/E 67.97
Mkt Cap.(Rs cr) 67,681
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Bharat Petroleum Corporation Ltd. (BPCL) - Director Report

Company director report

The Board of Directors takes pleasure in presenting its Report on theperformance of Bharat Petroleum Corporation Limited (BPCL) for the year ended March 312022.

PERFORMANCE OVERVIEW Group Performance

During the year 2021-22 the aggregate refinery throughput ofBPCL's refineries at Mumbai and Kochi along with that of Bharat Oman RefineriesLimited (BORL) (proportionate share of throughput of BORL considered till June 30 2021and 100% thereafter since it has become a wholly owned subsidiary of the Company from June30 2021) was 36.90 Million Metric Tonnes (MMT) as compared to 32.98 MMT (includes thethroughput of Numaligarh Refinery Limited which ceased to be a subsidiary of the Companyw.e.f. March 26 2021 and proportionate share of throughput of BORL as a Joint Venture)during the year 2020-21. The BPCL Group ended the year with market sales of 42.51

MMT as compared to 39.05 MMT during the year 2020-21. During the yearthe BPCL Group exported 2.12 MMT of petroleum products as against 2.00 MMT during theyear 2020-21. The growth in physical parameters is mainly on account of increase in demandpost lifting of Covid-19-induced restrictions.

During this Financial Year the Group achieved Gross Revenue fromOperations of Rs 432569.62 crore as compared to Rs 304274.46 crore in the year2020-21. The net profit attributable to BPCL stood at Rs 11681.50 crore in in the year2021-22 as against Rs 16164.98 crore in the previous year. The Group has recorded BasicEarnings per Share of Rs 54.91 in this year as against Rs 81.87 in the year 2020-21 andDiluted Earnings per Share of Rs 54.91 in this year as against Rs 81.60 in the year2020-21 after setting off minority interest. Dilution of shares in the previous year wason account of implementation of Employee Stock Purchase Scheme.

CONSOLIDATED GROUP RESULTS 2021-22 2020-21
Physical Performance
Refinery Throughput (MMT) 36.90 32.98
Market Sales (MMT) 42.51 39.05
Financial Performance Rs in crore
Revenue from Operations 432569.62 304274.46
Profit before Finance Costs Depreciation Share of profit/(loss) of equity accounted investee Exceptional Items and Tax 21405.84 23549.41
Finance Costs 2605.64 1723.41
Depreciation & Amortization expense 5434.35 4334.21
Profit before Share of profit/(loss) of equity accounted investee Exceptional Items and Tax 13365.85 17491.79
Share of Profit/(loss) of equity accounted investee (net of income tax) 1535.73 (325.53)
Exceptional Items - Income/(Expense) 1135.15 5265.76
Profit before Tax 16036.73 22432.02
Provision for Taxation – Current Tax 2706.42 6165.29
Provision for Taxation – Deferred Tax 690.75 82.17
Short/(Excess) provision for Taxation for earlier years 958.06 (1135.27)
Net Profit for the year 11681.50 17319.83
Non-Controlling Interest - 1154.85
Net Profit attributable to BPCL 11681.50 16164.98
Other Comprehensive Income attributable to BPCL 402.12 (1279.36)
Total Comprehensive Income attributable to BPCL 12083.62 14885.62
Group Basic Earnings per Share attributable to BPCL (Rs) 54.91 81.87
Group Diluted Earnings per Share attributable to BPCL (Rs) 54.91 81.60

Company Standalone Performance

During the year 2021-22 the refinery throughput at BPCL'srefineries at Mumbai and Kochi was 30.07 MMT as against 26.40 MMT achieved in 2020-21.The market sales of the Company increased by 9.73% from 38.74 MMT to 42.51 MMT in theyear 2021-22. The growth in physical parameters is mainly on account of increase in demandpost lifting of Covid-19-induced restrictions.

BPCL's Gross Revenue from operations for the year 2021-22 stood atRs 433406.48 crore a 43.57% increase from the previous year's revenues of Rs301873.16 crore. The Profit before Tax for the year was Rs 11913.44 crore as compared toRs 22617.58 crore in the year 2020-21. After providing for Tax (including Deferred TaxShort/(Excess) provision for previous years) of Rs 3124.71 crore as against Rs 3575.91crore during the previous year the Profit after Tax for the year stood at Rs 8788.73crore as against

Rs 19041.67 crore in the year 2020-21.

COMPANY STANDALONE RESULTS 2021-22 2020-21
Physical Performance
Refinery Throughput (MMT) 30.07 26.40
Market Sales (MMT) 42.51 38.74
Financial Performance Rs in crore
Revenue from Operations 433406.48 301873.16
Profit before Finance Costs Depreciation Exceptional Items and Tax 18605.25 21475.08
Finance Costs 1860.48 1328.36
Depreciation & Amortization expense 4754.27 3978.05
Profit before Exceptional Items and Tax 11990.50 16168.67
Exceptional Items - Income/(Expense) (77.06) 6448.91
Profit before Tax 11913.44 22617.58
Provision for Taxation – Current Tax 2658.00 5134.78
Provision for Taxation – Deferred Tax 323.19 (402.98)
Short/(Excess) provision for taxation of earlier years 143.52 (1155.89)
Net Profit for the year (A) 8788.73 19041.67
Other Comprehensive Income (OCI) 287.77 68.39
Total Comprehensive Income for the year 9076.50 19110.06
Opening Balance of Retained Earnings (B) 16017.61 1464.39
Amount available for disposal (A+B) 24806.34 20506.06
COMPANY STANDALONE RESULTS 2021-22 2020-21
The Directors propose to appropriate this amount as under:
Towards Dividend:
Final Dividend of previous year 12581.67 -
Interim Dividends 2169.25 4555.43
Transfer to Debenture Redemption Reserve 207.75 188.48
Transfer to General Reserve 3000.00 -
Income from "BPCL Trust for Investment in Shares"* (224.13) (270.87)
Income from "BPCL ESPS Trust"* (36.06) (52.16)
Re-measurements of Defined Benefit Plans (Net of tax) 20.94 67.57
Closing Balance of Retained Earnings 7086.92 16017.61
Summarized Cash Flow Statement:
Cash Flows:
Inflow/(Outflow) from Operating Activities 20049.25 20029.76
Inflow/(Outflow) from Investing Activities (7167.07) 2170.08
Inflow/(Outflow) from Financing Activities (18697.08) (15622.27)
Net increase/(decrease) in cash & cash equivalents (5814.90) 6577.57

* Represents addition to Retained Earnings

Profit for the current year is lower as compared to the previous yearmainly due to the exceptional gain on the disposal of investment in Numaligarh RefineryLimited in the year 2020-21.

Internal Generation after adjusting Interim Dividends Final Dividendof the previous year Depreciation and Deferred Tax during the year stood at Rs (545.87)crore as against Rs 17230.86 crore in the year 2020-21 mainly on account of the finaldividend of the previous year amounting to Rs 12581.67 crore paid in the year 2021-22.

The Basic Earnings per Share amounted to Rs 41.31 in the year 2021-22as compared to Rs 96.44 in the year 2020-21. The Diluted Earnings per Share amounted to Rs41.31 in the year 2020-21 as compared to Rs 96.12 in the year 2020-21. Dilution of sharesin the previous year was on account of implementation of Employee Stock Purchase Scheme.The Basic and Diluted Earnings per Share are after adjustment of "BPCL Trust forInvestment in Shares" and "BPCL ESPS Trust". BPCL's contribution tothe exchequer by way of Taxes Duties and Dividend during the year 2021-22 amounted to Rs147056.92 crore as against Rs 125583.30 crore in the previous year.

As on March 31 2022 BPCL's total equity stands at Rs 49669.78crore as against the previous year's figure of Rs 54544.55 crore.

Dividend

The Board of Directors has recommended a Final Dividend of Rs 6 pershare (i.e. @ 60% of the paid-up share capital) for the year 2021-22 on the paid-up sharecapital of Rs 2169.25 crore amounting to Rs 1301.55 crore. In addition the Board ofDirectors has declared and distributed Interim Dividend during the year 2021-22 totalingRs 10 per equity share (i.e. @ 100% of the paid-up share capital) amounting to Rs2169.25 crore.

Pursuant to the Finance Act 2020 dividend income is taxable in thehands of the shareholders effective April 1 2020 and the Company is required to deducttax at source from dividend paid to the Members at prescribed rates as per the Income TaxAct 1961.

The Register of Members and Share Transfer Books of the Company willremain closed from Tuesday August 23 2022 to Monday August 29 2022 (both daysinclusive) for the purpose of payment of the final dividend for the Financial Year endedMarch 31 2022.

As per Regulation 43A of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 the top thousandlisted entities shall formulate a Dividend Distribution Policy. Accordingly a DividendDistribution Policy has been adopted to set out the parameters and circumstances that willbe taken into account by the Board in determining the distribution of Dividend to itsshareholders and/or retaining the profit into the business. The policy is available on theCompany'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 3000crore has been transferred to the General Reserve and Rs 207.75 crore has been transferredto the Debenture Redemption Reserve. Further Rs 137.50 crore has been transferred fromDebenture Redemption Reserve to General Reserve on account of debentures redeemed duringthe year.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OFTHE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT Amalgamationof Bharat Oman Refineries Ltd. (BORL) with BPCL

BORL was incorporated in 1994 as a Joint Venture (JV) between BPCL andOQ S.A.O.C. (formerly known as Oman Oil Company S.A.O.C.). During the year BPCL acquired36.62% of shares from OQ S.A.O.C making BORL a wholly owned subsidiary of BPCL. Duringthe year BPCL also acquired 2.69 crore warrants of BORL held by Government of MadhyaPradesh (GoMP). In October 2021 Board of Directors of BORL and BPCL approved the schemeof amalgamation of BORL with BPCL and an application was submitted to the Ministry ofCorporate Affairs (MCA). MCA vide its Order dated February 14 2022 directed BPCL toconvene meetings of its equity shareholders secured creditors and unsecured creditorsand directed BORL to convene meetings of its secured creditors and unsecured creditors. Inaccordance with the Order these meetings were convened on April 21 2022 wherein theresolutions inter alia approving the scheme of amalgamation were passed. Thereafter thecompanies filed petition with the MCA for amalgamation of BORL with BPCL.

On June 22 2022 MCA has passed the final Order approving the schemeof amalgamation of BORL with BPCL. The Order has been filed with the Registrar ofCompanies at Gwalior and Mumbai respectively and BORL stands merged with BPCL effectiveJuly 1 2022.

The Standalone and Consolidated Financial Statements for the adoptionof shareholders at the AGM had been approved by the Board at its meeting held on May 252022 whereas the final Order of the MCA approving the scheme was received on June 22 2022and the same was effective from July 1 2022 as stated above.

The amalgamation of the Transferor Company shall be given effect in thebooks of accounts as per the applicable accounting standards.

Since the amalgamation became effective after the Consolidated andStandalone Financial Statement for the year 2021-22 were approved by the Board forissuance to shareholders the abovesaid financial statements enclosed to this report havenot taken into account the effect of the amalgamation.

Amalgamation of Bharat Gas Resources Ltd. (BGRL) with BPCL

BGRL a wholly owned subsidiary of BPCL was incorporated in June 2018for handling Natural Gas business. In March 2021 the Board of Directors of BPCL and BGRLapproved the scheme of amalgamation of BGRL with BPCL with the view of streamlining of thecorporate structure and consolidation of assets and liabilities and an application wassubmitted to the Ministry of Corporate Affairs (MCA) for this purpose.

MCA vide its Order dated October 27 2021 directed BPCL to convenemeetings of its equity shareholders secured creditors and unsecured creditors. Inaccordance with the Order these meetings were convened on June 3 2022 wherein theresolutions inter alia approving the scheme of amalgamation were passed. Thereafter thecompanies filed petition with the MCA for amalgamation of BGRL with BPCL. The process ofamalgamation is in advanced stage now.

Strategic disinvestment of Government of lndia's stake in BPCL

The Government of lndia vide its letter dated June 3 2022 has advisedto call off the present process for strategic disinvestment of BPCL and accordingly allthe activities in connection with the disinvestment including the data room have beendiscontinued.

EMPLOYEE STOCK PURCHASE SCHEME (ESPS)

The Company had formulated an Employee Stock Purchase Scheme (ESPS) inline with SEBI (Share Based Employee Benefits) Regulations 2014 which was approved bythe shareholders in the Annual General Meeting held on September 28 2020 offering up to43385000 fully paid-up equity shares of Rs 10 each (representing 2% of the paid-upcapital) to eligible employees under ESPS.

Based on the terms and conditions of the scheme eligible employeeswere offered 43379025 fully paid-up equity shares of face value of Rs 10 each and36542077 shares were transferred to 7868 employees in the year 2021-22 at an issueprice of Rs 126.54 and Rs 253.08 per share (as applicable) and Rs 462.48 crore was theconsideration received against the issuance of shares. Out of 36542077 sharestransferred 331525 shares were transferred to key managerial personnel and seniormanagerial personnel. During the year there has been no change in the BPCL Employee StockPurchase Scheme 2020. The scheme is in compliance with SEBI (Share Based EmployeeBenefits) Regulations 2014 and this has been certified by the statutory auditors of theCompany. The certificate of the statutory auditors can be accessed athttps://www.bharatpetroleum.in/bharat-petroleum-for/Investors/Shareholders-Meetings/Annual-General-Meeting.aspx In line with Regulation 14 of theSEBI (Share Based Employee Benefits) Regulations 2014 a statement giving completedetails as on March 31 2022 is available on the website of the Company athttps://www.bharatpetroleum.in/ bharat-petroleum-for/Investors/Shareholders-Meetings/Annual-General-Meeting.aspx "BPCL ESPS Trust" did not exercise voting rights inrespect of 6836948 shares held by it at the end of the year on behalf of the employees.

Borrowings

Total Borrowings of the Company as on March 31 2022 stood at Rs24123.09 crore as against Rs 26314.97 crore as on March 31 2021.

Deposits from Public

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

Capital Expenditure

Capital Expenditure during the year including investments inSubsidiaries Joint Venture Companies (JVCs) and Associates amounted to Rs 11860.16crore as compared to

_ 11064.39 crore during the year 2020-21.

The Company has entered into a Memorandum of Understanding (MoU) withGovernment of India for the purpose of performance assessment. Capital Expenditureincurred by the Company and its proportionate share of Capital Expenditure by itsSubsidiaries (Group) Joint Ventures and Associates during the year is Rs 11284.25 crore.Further intangible assets in the form of Goodwill arising on account of BusinessCombination consequent to the acquisition of additional stake in BORL on June 30 2021 isRs 1203.98 crore.

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

The Comptroller and Auditor General of India's (C&AG) commentupon or supplement to the Statutory Auditors' Report on the Accounts for the yearended March 31 2022 is appended as Annexure E.

Details of pending C&AG Audit paras: As on March 31 2022 thereare seven pending published paras related to the C&AG audit which are appended asAnnexure F.

REFINERIES

The year 2021-22 witnessed heightened volatility in the global oilindustry with crude and product prices building up firmly as the year progressed.Refinery margins were subdued in the first half of the year due to Covid-19 impact andlower demand was witnessed for products. Refineries implemented various innovative ideasduring these volatile times to increase profitability and reduce cost. Focus on increasedproduction of value-added products was emphasized with Mumbai Refinery (MR) achievinghighest ever production of 342 TMT of Lube Oil Base Stock (LOBS) during the year. With therelaxing of the pandemic related restrictions and recovery of demand for petroleumproducts during the second half of the year 2021-22 refinery throughput and productionwere maximized. Both the refineries of BPCL (Mumbai Refinery and Kochi Refinery) achievedmore than 100% capacity utilization during the second half of the year. During the yearspecial emphasis was laid on optimization and conservation of energy it being the secondmajor element of cost after crude. Various schemes were implemented in both the refineriesfor improvement of Energy Intensity Index (EII) of the refineries. Kochi Refinery (KR)achieved a reduction of 5.9 units in EII during the year. Further digitalizationinitiatives like Digital Twins and other Artificial Intelligence / Machine Learning basedsolutions were implemented in refineries for value addition in the process value chain. Inthe area of environment conservation various initiatives like planting of saplingsrainwater harvesting use of sewage-treated water and installation of solar power plantswere taken up by both the refineries during the year. MR received a first-of-its-kind‘Near Zero Waste to Landfill (ZWL) certification' from M/s Intertek TestingServices NA. Towards enhancing operational efficiencies PDPP (Propylene DerivativesPetrochemical Project) and NHT (Naphtha Hydrotreater) unit of MSBP (Motor Spirit BlockProject) at KR were stabilized post commissioning. Timely commissioning of the MSBP unitassisted in meeting the increased demand of MS (petrol) during the year. KR achievedhighest ever production of MS during the year with corresponding reduction in generationof low value naphtha by 5%.

Commissioning of HSD Tank 12 at MR Marine Oil Terminal (MOT) providedadditional storage facility and better flexibility to export during periods of lowerdomestic demand for the product.

Performance of Refineries

Parameters Mumbai Refinery Kochi Refinery
2021-22 2020-21 2021-22 2020-21
Refinery Throughput (MMT) 14.49 13.05 15.58 13.35
Crude Oil Processed (MMT) 14.43 12.94 15.40 13.28
Capacity Utilization (%) * 120.3 107.8 99.35 85.67
GRM (USD/bbl) 8.73 3.76 9.43 4.36
GRM (in Rs crore) 7080 2736 7916 3125

*Capacity utilization is the percentage of the actual Crude oilprocessed to the installed (design) capacity.

MARKETING

The year 2021-22 was a resurgence year for BPCL as most of theactivities were normalized during the year. Even though the year started with restrictionsin mobility albeit limited as compared to the year 2020-21 due to the second wave of thepandemic in the country the economic activities regained normalcy gradually.

During the year 2021-22 BPCL's market sales volume increased by9.73% to 42.51 MMT as compared to 38.74 MMT in the previous year. BPCL's marketshare amongst public sector oil companies improved to 24.73% as on March 31 2022 ascompared to 24.33% at the end of previous year. In the endeavor to build additionalrevenue streams while also mitigating the risks posed by energy transition BPCL createdtwo Business Units (BUs) during the year – Renewable Energy and New Businesses.Renewable Energy BU has been created to explore opportunities in the clean energy spaceand pave the way to achieve BPCL's aspirations of Net Zero in Scope 1 and Scope 2emissions by 2040. The objective for creation of New Businesses BU is to enhance theCompany's presence in non-fuel business by leveraging its assets and network. Adetailed discussion of the performance of the Marketing function is given in theManagement Discussion & Analysis Report (MDA).

Pipelines

BPCL owns a multi-product pipeline network of 2596 km with a designcapacity of 21.3 per annum (MMTPA) and 937 km of crude pipeline with a design capacity of7.8 MMTPA.

During the year 2021-22 product pipelines achieved a throughput of16.54 MMTPA as against 14.86 MMTPA in the previous year. Crude pipelines achieved athroughput of 7.42 MMTPA as against 6.22 MMTPA in the previous year. During the year allstandard operating procedures were strictly followed resulting in ‘nil'fatality and ‘nil' Lost Time Accident (LTA). 18-inch-diameter 355-km-longBina-Panki Multi-Product Pipeline with a throughput capacity of 3.5 MMTPA wascommissioned in October 2021 within approved project cost and timeline. This pipeline wasdedicated to the nation by Hon'ble Prime Minister of India on December 28 2021. Thepipeline is connected to Bina and Mumbai Refinery and thus ensures product availability incentral and eastern Uttar Pradesh (U.P.). BPCL is always in the forefront to ensure thesecurity and safety of its assets. To enhance the safety and security of its cross-countrypipeline network implementation of Fiber Optics based Pipeline Intrusion DetectionSystems (PIDS) for Mumbai-Kota and Kochi-Coimbatore-Karur Pipeline (CCKPL) sections is inprogress and on commissioning the entire 1389-km Mumbai-Manmad-Bijwasan Pipeline (MMBPL)and CCKPL would be covered with PIDS. A total of 2520 km (97%) out of the 2596-km ofpipelines would be covered on completion of PIDS implementation by March 2023.

Further the Company completed the re-routing of Mumbai-Manmad Pipeline(48.5 km) during the year and has commissioned the pipeline in April 2021 which helps inreducing the risk associated with products dispatched from Mumbai Refinery.

MAJOR PROJECTS

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

Installation of New Kerosene Hydrotreater (KHT) at MumbaiRefinery

The project envisages new Kerosene Hydrotreater (KHT) of 1.5 MMTPAcapacity integrated with existing Diesel Hydrotreater (DHT) at Mumbai Refinery to produceAviation Turbine Fuel (ATF) and Kerosene meeting sulphur specification of maximum 10 PartsPer Million by Weight (PPMW). The approved cost of the project is

_ 667.15 crore. The project has achieved an overall physical progressof 83% as on March 31 2022 and is scheduled for completion in December 2022.

Enhancing Production of Lube Oil Base Stock (LOBS) atMumbai Refinery

The project envisages revamp of Lube Oil Base Stock (LOBS) productioncapacity from 300 thousand metric tonnes per annum (TMTPA) to 450 TMTPA at MumbaiRefinery which will reduce imports of LOBS. The approved cost of the project is Rs 614crore. The project has been completed in July 2022.

Krishnapatnam - Malkapur (Hyderabad) Multi - ProductPipeline This project envisages laying of 425-km-long 16-inch-diameter multi-productpipeline for a throughput capacity of 4.4 MMTPA. Demand note was received towards landpurchase for the new POL terminal at Malkapur (near Hyderabad). A notification has beenpublished for Right of Use of land required for 280 km of pipeline length. M/s. EngineersIndia Limited (EIL) have been appointed as the consultant for the project. Procurement ofpipes are in progress. The approved cost of the project is Rs 1925.68 crore. The projectscope also includes construction of additional tankages at Krishnapatnam and Ongole.

Irugur-Devanagonthi Multi-Product Pipeline

This project envisages laying a 315-km-long 16-inch-diametermulti-product pipeline. The approved cost of the project is Rs 1469.39 crore. Thisproject was on hold since December 2014 for Right of Use clearance in Tamil Nadu. TheTamil Nadu Government has recently advised to explore the feasibility for laying thepipeline along national highways/state highways/other roads. Accordingly a detailedEngineering Survey and Cadastral Survey for a revised pipeline route along highways is inprogress.

Bina-Panki Pipeline Project

Additional tankage of 146000 KL and full-rake tank wagon loadinggantry with associated facilities were commissioned along with Bina-Panki Pipeline onDecember 21 2021 ahead of the scheduled completion date and within the approved cost ofRs 254.54 crore. The project was dedicated to the nation by Hon'ble Prime Minister ofIndia on December 28 2021. This project will go a long way in enhancing productavailability in the states of U.P. Uttarakhand and Bihar.

Creation of Additional Storage (8250 MT) of LPG at 5 LPGBottling Plants

Additional storage (mounded storage vessels) of 8250 MT at anapproximate cost of Rs 266 crore has been constructed and commissioned at JhansiBhatinda Pune Patna and Bhitoni LPG bottling plants. This capacity addition will supportincreased LPG demand across various states.

New Coastal POL Terminal at Krishnapatnam

To cater to the demands of Andhra Pradesh and Telengana a coastalterminal having storage capacity of 1 lakh KL for storing MS HSD and other products aswell as a full-rake loading gantry and associated facilities at an estimated cost of Rs580.20 crore is under construction within Krishnaptanman Port. Product will be receivedfrom Kochi Refinery through ocean tankers. The project activities are in full swing and aphysical progress of 74.6% and a cumulative expenditure of

_ 341.20 crore has been achieved as on March 31 2022. The project ison schedule and is expected to be completed by December 2022 within approved budget.

New POL Depot at Radhanagar (Bokaro)

A new rail-fed depot is under construction at Bokaro (Jharkhand). Theproject envisages construction of 22000 KL tankage a full-rake tank wagon unloadingsiding and allied facilities at an estimated cost of

_ 248.55 crore. A physical progress of 69.1% and a cumulativeexpenditure of Rs 221 crore has been achieved as on March 31 2022. The project isexpected to be completed by March 2023. This project will go a long way in increasingproduct security in the State of Jharkhand.

2G/1G Intergated Ethanol Bio-Refinery at Barghar OdishaBPCL is the first oil company to set up an integrated ethanol manufacturing plant (2G/1G)at Bargarh Odisha of a cumulative capacity of 200 Kilo Litre Per Day (KLPD). As on March2022 the overall physical progress stood at 45.94% and financial progress at 30.59%.Environmental Clearance has been received for the project. The approved cost of theproject is Rs 1397 crore. Project activities are in full swing and the project isexpected to be completed by June 2023 within approved cost.

Debottlenecking and Augmentation of Cryogenic facilitiesat Uran LPG Import Terminal

The LPG Terminal at Uran is the only LPG import handling infrastructureowned by BPCL on the west coast and this terminal is very critical for meeting the LPGrequirement of the western northern and southern parts of the country. Augmenting the LPGhandling capacity of this terminal is of utmost importance to ensure uninterrupted andsmooth supply-chain operations to meet the ever-growing LPG demand in these regions. Theproject envisages laying of insulated pipelines from Jetty to Uran Terminal (12.5 km)construction of two 15000 MT double-walled insulated storage tanks and allied facilitiesat Uran Terminal along with associated facilities. Necessary approval from statutoryauthorities has been obtained for the construction of project and activities havecommenced. The application for seeking Coastal Regulation Zone (CRZ) approval for layingjetty pipelines is under active consideration. The project is estimated to be completed byFebruary 2024.

Common User Facility POL Terminal at Jammu

This project envisages re-siting of existing rail-fed depots of PSU OilMarketing Companies (OMCs) – BPCL IOCL & HPCL – to new POL Terminal atJammu on Common User Facility (CUF) basis with BPCL as lead company. The facility willstrengthen the marketing logistics infrastructure in the Union Territories of Jammu &Kashmir (J&K) and Ladakh to meet present and future volumes of the entire J&K andLadakh region and also to cater to the requirements of the defence forces. The approvedcost of the project is Rs 676.89 crore. Land development and boundary wall jobs are inprogress.

Common User Facility POL Terminal at Sadashibpur(Meramundali) Odisha

The project envisages setting up a Common User Facility POL Terminal atSadashibpur (Meramundali) Odisha to meet the demands of central/north Odishaeconomically as PSU OMCs presently do not have any depot/terminal located centrally andlarge volumes are met through long-distance road movement from Paradeep coastal terminal.The approved cost of the project is Rs 393.54 crore. Presently land development andboundary wall jobs are underway.

Lube oil blending and filling plant at Rasayani

A state-of-the-art Lube Oil blending and filling plant of

75 TMTPA capacity per shift is being developed at Rasayani. Base Oilswill be received from Mumbai Refinery and finished products will be supplied across thecountry as per network mapping. The approved cost of the project is Rs 312 crore. Theproject has achieved a physical progress of 17% with a cumulative expenditure of Rs 6.8crore as on March 31 2022.The project is scheduled to be completed by December 2023.

RESEARCH AND DEVELOPMENT (R&D)

Corporate Research & Development Centre (CRDC) of the Company playsa vital role in business growth and sustainability. Today in the emerging energyscenario Net Zero plans and the ‘Aatmanirbhar Bharat' initiative of Governmentof India have added a strong impetus to develop cutting-edge products and processes. Inline with this CRDC at Greater Noida in U.P. is actively pursuing research in the nicheareas of petrochemicals biofuels alternative energy green hydrogen and mitigation ofCarbon Dioxide emission risks along with

(CO2)

conventional oil refining and related processes. The R&D wing ofProduct & Application Development (P&AD) Centre situated at Sewree Mumbai iscontinuously involved with the development of novel automotive industrial and greenlubricant formulations to meet evolving business needs. During the year 2021-22 CRDCsuccessfully showcased a number of innovative technologies and products like BharatHi-Star LPG stove with about 75% efficiency Superabsorbent Polymer (SAP) for hygieneapplications niche petrochemical catalysts and HiGee Deaeration Technology. Digital toolslike K Model and BPMARRK were developed for crude oil compatibility prediction andreal-time crude assay for Crude Distillation Units monitoring and optimization. This wasin addition to properties prediction of various streams through BPMARRK to increase theutility of the tool and reduce lab-based analysis of the intermediate streams.Bharat-H2Sep Membrane Technology for hydrogen recovery was also developed during the year.In alignment with the Net Zero goals of the Company CRDC has also taken initiatives todevelop sustainable solutions by signing Memorandum of Agreement (MoAs) with Bhabha AtomicResearch Centre (BARC) to scale up indigenous alkaline water electrolysis technology forgreen hydrogen production and with CSIR-IICT Hyderabad to develop a biogas productionprocess using lignocellulosic biomass capture and as feedstock. Likewise R&D projectson CO2 valorization hydrogen capture from refinery off-gases and Sustainable AviationFuel (SAF)/Bio-ATF production are also being pursued.

On the other hand the R&D wing of P&AD Centre continued itsassociation with major automotive Original Equipment Manufacturers (OEMs) in the countryfor developing high-performance engine oils of international standards. As a result theCentre has developed new product portfolios including fuel-efficient Synthetic Engine Oilfor motorcycles and scooters Diesel Engine Oil with extended drain interval foroff-highway applications Synthetic Transmission Oil for Metro Rail Car high-performancelong-life Hydraulic Oil for off-highway segment and Premium Soluble Cutting Oil formulti-metal machining operations for auto ancillaries sector. Based on R&D effortsinitiatives were undertaken in the year 2021-22 to commercialize R&D outcomes.Strengthening the Aatmanirbhar Bharat initiative of Government of India commercilizationactivity to scale up in-house developed Superabsorbent Polymer technology was initiated.Bharat-H2Sep Membrane technology for hydrogen recovery has been successfully demonstratedat Kochi Refinery. Likewise MoA was firmed up with M/s Engineers India Limited (EIL) tocommercialize Indigenous Crude Oil Desalter and Divided Wall technologies. As a part ofdigitalization initiatives innovative digital solution tool viz. K Model fordetermining crude oil blending compatibility was launched in July 2021. This innovationhas enabled the Company to select opportunity and spot crudes and undertake theirprocessing in optimum ratios with term crudes. Furthermore successful field trials forin-house developed corrosion inhibitor formulation for crude oil pipeline were completedat Kochi Refinery-Subsea pipeline. The R&D efforts were recognized at national leveland various prestigious awards were received during the year 2021-22 including GoldenPeacock Eco-Innovation Award 2021 conferred on BHARAT GSR CAT – a cost-effectivegasoline sulphur reduction additive for Fluidised Catalytic Cracking (FCC) operation inrefinery Golden Peacock Innovative Product/Service Award 2021 awarded to K Model andBest Innovation in Refinery Digital Award 2021 from MoP&NG for BPMARRK. During theyear a focused research approach by CRDC teams resulted in grant of 3 Indian patents.Also 5 new patent applications (4 Indian and 1 foreign) were filed during the year.

In addition to the R&D initiatives in the Company the BusinessUnits have undertaken various innovative initiatives in their constant endeavour toimprove the processes increase operational efficiencies and reduce energy consumption.Some of these innovations are mentioned below: Mumbai Refinery successfully implementedinnovative ideas based on internal studies for reducing Fluid Catalytic Cracking Unitstripping steam consumption recovery of additional Vacuum Gas Oil from Vacuum Residue inCrude Distillation Unit 4 changes in the operating methodology of splitters for increasedcapacity utilisation of Reformer Feed Unit and modifications in Continuous CatalyticReformer unit by utilising margins available to produce higher quantity of MS Benzene andToluene and reducing fuel consumption.

A 20 Kg/h continuous polymerization reactor was commissioned at KochiRefinery as a pilot to produce Superabsorbent Polymer (SAP) of quality matching with theinternational benchmark based on technology developed by the CRDC. With this initiativemanufacturing competency based on in-house developed SAP technology has been establishedfor the first time in India. Further Kochi Refinery carried out an in-house processinnovation to coproduce Food Grade Hexane from Isomerization Unit. At the time of thesecond Covid-19 wave when entire country was grappling with shortage of oxygen the Kochiand Mumbai refineries carried out process innovations to improve the purity of gaseousoxygen and supplied it as medical oxygen directly from the plant to patients at governmenthospital in Kochi and to cylinder filling facility at Mumbai and Kochi.

The year 2021-22 saw the rollout of various applications and solutionsunder the Company's flagship digitalisation initiative – "ProjectAnubhav" aimed at reinforcing Trust Convenience and Personalization for consumersand enhancing efficiencies and transparency in operations. The Customer RelationshipManagement (CRM) platform and Customer Engagement Platform (CEP) as well as customerfacing solutions were implemented to provide exceptional experience to customers whilethey interact with BPCL and to also provide innovative cross-selling and up-sellingopportunities to the Company. IRIS - the Digital Nerve Centre enabled seamlessconnectivity and visibility across the supply chain facilitating handling of exceptionsdigitally.

Similarly the Retail business unit implemented innovative pilotproject at Irugur installation first of its kind by automating the operation of firefighting facilities introduced Digital Handing Over Taking Over (HOTO) by leveragingterminal automation system to ensure safe operations for control room incharges andestablished an "Experience Centre" at Devangonthi installation making use ofVirtual Reality (VR) and Augmented Reality (AR). A unique digitally enabled omni-channelConsumer Rural Retailing Model was rolled out at Tier III/IV towns i.e. sub-districtareas in five states on a pilot basis to cater to wide assortments of fuel and non-fuelneeds of consumers along with essential services like financial and tele- medicines. Aspart of this initiative the Company has enrolled women entrepreneurs in rural areascalled "Urja Devis" and trained them to handle the business. Total expenditureon research & development activities and innovation initiatives during the year2021-22 was Rs 219.82 crore.

INDUSTRIAL RELATIONS

The Industrial Relations climate remained harmonious and peacefulacross the Company. The Long-Term Settlements on Wages & Other Matters have beensuccessfully signed with 7 out of 8 eligible Marketing Unions in the year 2020. Whilediscussions with the Refineries Unions are in progress a settlement has been finalizedwith one of the Mumbai Refinery Unions representing 21% of the active workmen in MumbaiRefinery in May 2022. There were no cases of any industrial unrest. The Company continuedthe thrust towards productivity enhancement and employee well-being with a focus onregular communication with all employees on all important issues affecting them and theCompany as a whole. The Management and Unions are committed to improving standards of workand overall capability of our workmen thereby supporting the overall organizationalobjectives.

CORPORATE SOCIAL RESPONSIBILITY

Contribution towards the society and working for the welfare of theunderprivileged is ingrained in the corporate values of BPCL. In line with BPCL CSR Vision– "Be a Model Corporate Entity with Social Responsibility committed toEnergizing Lives through Sustainable Development" – the Company is committed tocommunities in the vicinity of its business and far beyond. BPCL has consistentlycontributed towards achieving the sustainable development goals and made significantprogress in the core thrust areas of health & hygiene education skill developmentwater conservation and community development.

The Company partners with several capable and credible organizations by supportingprojects that benefit the underprivileged and marginalized sections of the society. CSRinitiatives are undertaken based on social environmental and economic considerations.While the Company continues to undertake new CSR initiatives it has exited andsuccessfully handed over to either local government or communities those projects thathave been completed successfully for ensuring sustainability of these initiatives throughsocietal participation.

Since the focus was entirely on healthcare due to pandemic the activities under thethrust area of health and hygene took priority over other thrust areas like educationskill development water conservation etc. BPCL took some exemplary measures to combat thepandemic and provide relief and rehabilitation to the most vulnerable sections of thesociety.

Annual Report on CSR including the composition of CSR Committee is enclosed as AnnexureB. The details of the CSR policy projects and programs are available on the website ofthe Company at https://www.bharatpetroleum.com/social-responsibility/ csr-reporting.aspx

Out of the total CSR allocation of Rs 183.74 crore for the year 2021-22 Rs 137.78crore were spent during the year.

The shortfall of Rs 45.96 crore from the stipulated prescribed spend is mainly onaccount of delay in completing projects as per timelines due to restrictions imposed onaccount Covid-19 pandemic. In accordance with the applicable CSR Rules this unspentamount of Rs 45.96 crore (which includes unspent amount of Rs 39.40 crore for thefinancial year 2021-22 and Rs 6.56 crore for the financial year 2020-21) has beenallocated against specified projects and have been transferred to the Unspent CSR Account(UCSRA) for subsequent expenditure towards these projects.

The details of CSR activities under major heads are given below:

Covid Relief Measures

BPCL under the leadership of MoP&NG and in collaboration with OMCs providedCovid-19 combat infrastructure in various parts of the country. A total of 11 PSA plantsfor medical oxygen generation were set up at Government hospitals in Uttar PradeshMaharashtra Kerala and Madhya Pradesh. As many as 3000 oxygen cylinders 1000 oxygenconcentrators and 100 ventilators

were procured and stored at various locations across the country sothat the same could be made available to communities in case of emergency. BPCL partneredwith local administration and police authorities at various locations to provide PPE(personal protection equipment) kits masks and sanitizers to various frontline workers aswell as helped marginalized sections of the society including migrant workers by way ofdistributing ration kits. In view of the big relief provided to the citizens of thecountry through the Prime Ministers Citizens Assistance and Relief in Emergency SituationsFund (PM Cares Fund) BPCL once again whole-heartedly contributed Rs 40 crore to the fundduring the year. At Kochi Refinery BPCL established jumbo facilities inside the refineryschool premises with an approximately 1-km-long 4-inch stainless steel pipeline from itsgaseous oxygen facility (VPSA). The school building and auditorium can togetheraccommodate about 350 patients. Also the bedded facility can be extended up to 1000 bedsin case of any requirement. An oxygen-filling facility was set up with a capacity of 7 m3(250 cylinders/day).

At Mumbai BPCL whole-heartedly supported the state government'sefforts to combat the oxygen crisis during the second wave of the pandemic. MumbaiRefinery obtained FDA license for supplying 93% oxygen and offered oxygen compressors andskids to Municipal Corporation of Greater Mumbai (MCGM) for developing oxygen-fillingfacilities. A 4-inch stainless steel pipeline from VPSA Oxygen Plant to oxygen-fillingfacilities with capacity of 10 MT of this life-saving gas per day was developed adjacentto the refinery premises. At Bina Refinery a 200-bed Covid-care hospital was developedfor patients. This medical facility can be extended up to 1000 beds in case of emergency.A new 4-inch stainless steel oxygen pipeline was also established for supply of oxygen tothe hospital.

Health & Hygiene

The Company reached out to the socio-economically marginalized strataof the society through innovative value-driven and well-designed projects that boostedconsciousness towards health. BPCL continued its unflinching support for cancer care bysupporting a holistic cancer program which comprises cancer screening surgicalinterventions to cancer patients and subsequent rehabilitation of cancer survivors in 10cancer hospitals across the country. The scope of the program consists of conductingaround 700 screening camps undertake minimum of 415 surgeries and cater to more than 350cancer survivors for rehabilitation. During the year 2021-22 around 200 screening wereconducted 370 patients underwent treatment/surgeries and around 300 patients weresupported towards rehabilitation. Despite the intermittent Covid-19 lockdowns a projectaimed towards construction of an affordable cancer care facility has been completed in theaspirational district of Darrang (Assam) and is ready for operation. This hospital wasrecently amongst the six cancer hospitals in Assam that were dedicated to the nation onApril 28 2022 by Hon'ble Prime Minister along with Hon'ble Chief Minister ofGovernment of Assam.

Another flagship project in operation the Lifeline Express or‘Hospital on a Train' comprising seven coaches modified into a hospitaltravelled to remote district of Balrampur Uttar Pradesh. Under this initiative screeningcamps were conducted as well as medical and surgical interventions were carried outenabling early identification of diseases and reduction in avoidable suffering for about8000 patients in the span of a month.

Education

There is no denying that education is one of the most fundamentalenablers for realizing India's demographic advantage. Lack of access to qualityeducation is a huge obstacle to development of an equitable society and a sustainableeconomy. Schools were most deeply impacted during the unrelenting pandemic as they wereclosed throughout the year. BPCL utilized this period and undertook activities towardsrenovation and construction of classrooms and allied facilities such as provision ofseparate toilets for boys and girls clean and safe drinking water classroom furnitureetc. in various schools so that children could derive these benefits once the schoolsbecame operational again.

Skill Development

BPCL has been consistently enhancing the employability andentrepreneurship of youth in the hydrocarbon sector as well as in other sectors throughthe Skill Development Institute (SDI) at Kochi Kerala. Since inception 978 students havebeen trained. In collaboration with other oil & gas companies BPCL also supportedfive other SDIs in Ahmedabad Vishakhapatnam Guwahati Raebareli and Bhubaneswar. Whileacademic activities at skill training institutes were affected due to the pandemic theCompany continued to support skilling initiatives for youth in Aspirational Districts ofMadhya Pradesh. The online mode of training was adopted and 15 batches were trained invocational skills and were linked to employment and self-employment opportunities.

Water Conservation

Water is life. Also it is at the core of sustainable development andis critical for socio-economic uplifting as well as for energy and food productionhealthy ecosystems and human survival itself. Through its hugely impactful waterconservation initiatives collectively named "Project BOOND" BPCL has overdecades aimed at improving access to water for various needs including drinkingagriculture and livelihood with focus on recharging ground water reserves. The keyobjective of this initiative is to transform villages from water-scarce to water-positive.In this thrust area BPCL is ensuring water security for rural communities throughrenovation of rainwater harvesting structures afforestation supporting farminglivelihood and community awareness in four villages in Sangli (Maharashtra) and eightvillages in Karauli (Rajasthan).

Community Development

BPCL has been contributing wholeheartedly to the "Transformationof Aspirational Districts Program" launched by NITI Aayog which focusses mainly onhealth & nutrition education agriculture & water resources financial inclusion& skill development and basic infrastructure. The Company is working with ruralcommunities in order to improve the living standards of the communities in theselowest-ranked districts as well as non-aspirational districts thus ensuring inclusivegrowth for them.

BPCL undertook a project to distribute free-seeds which are certifiedby the Government and which consume less water to 1000 farmers wherein every farmerreceived one 20-kg bag of wheat seed two 8-kg bags of maize seed and one 3-kg bag ofmillet seed. In total 4000 bags of seeds were distributed that would help the farmersearn higher income. The farmers were also provided training and information about theappropriate methodology and best practices for efficient farming.

Swachh Bharat Abhiyaan

The Company continued to participate enthusiastically in ‘SwachhBharat Abhiyan' a flagship movement fostered by Government of India. BPCL has beenworking relentlessly towards making Bharat ‘Swachh' since the inception of thisprofound initiative. The Company aims at and contributes towards creating an ‘OpenDefecation Free' country through construction and renovation of toilets in schoolsand communities. BPCL undertook more than 89000 activities during the Swachhata Pakhwadafortnight celebrated from July 1-15 2021 reaching out to around 65 lakh people. Theactivities included creating awareness on hygiene and sanitation distribution of PPE kitsfor frontline workers etc. The activities were meticulously planned and undertakenmaintaining all precautionary measures of social distancing.

Swachh Iconic Places

BPCL contributes to the Swachh Bharat Mission in several meaningfulways. One of them is to contribute to the Swachh Iconic Places initiative where theCompany continues to support the Meenakshi Temple at Madurai (Tamil Nadu) and Sri AdiShankarachary Janmabhoomi Tirth in Kalady Kerala through beautification of thesurrounding areas better sanitation facilities access to safe drinking water and more.

Initiatives Outside Thrust Areas

Apart from thrust areas BPCL also serves the nation in other importantareas. BPCL takes up initiatives in other areas of Schedule VII of Companies Act 2013.One such project is in collaboration with National Craft's Museum and HastkalaAcademy (New Delhi) wherein reorganisation restoration and preservation of more than33000 ancient objects is being undertaken. Further with a futuristic view it is alsoplanned to digitally archive all the available collection of artefacts for easy access tothe people and artisans through appropriate displays in galleries.

PROMOTION OF SPORTS

The year 2021-22 was a landmark year in the annals of BPCL sports. AtTokyo Olympics 2020 which was held in 2021 due to the pandemic the resolute IndianMen's Hockey Team rewrote history as it claimed an Olympic medal after 41 years. Fiveof the Company's sportspersons namely Birendra Lakra Lalit Updhyay HarmanpreetSingh Varun Kumar and Vivek Sagar Prasad were part of the Indian Men's Hockey Teamthat claimed the Bronze Medal in Tokyo Olympics 2020. They were also awarded theprestigious Arjuna Award for their exemplary performance in the Olympics.

In Tokyo Paralympics 2020 which was also held in 2021 Arjuna AwardeeBPCL employee Manoj Sarkar bagged the Bronze Medal. He also won medals in Spanish Open(Bronze in Singles Gold in Doubles) and Uganda Open (Gold in Singles Silver in Doubles).BPCL Para-Badminton player Manasi Joshi achieved World No. 1 ranking in Women's singles inthe SL3 category. She also won medals in the Spanish Open (Gold in Singles Silver inMixed-Doubles) and Uganda Open (Gold in Singles Gold in Mixed-Doubles and Bronze inDoubles) Para-Badminton tournaments.

BPCL's ace archers Deepika Kumari and Atanu Das represented theIndian Archery team in Tokyo Olympics 2020. Deepika Kumari bagged the Gold Medal in theArchery World Cup and secured the World Rank No. 1 spot. Atanu Das also won the Gold Medalin the Archery World Cup. Jyothi Surekha one of the promising archers from BPCL securedthree Silver medals for the nation in the World Archery Championship a Gold Medal inAsian Archery Championship and a Gold Medal in the Lancaster Classic Archery Tournament in2021. In Cricket BPCL star players made waves. Suryakumar Yadav was part of the team thatrepresented India in the T-20 World Cup 2021. Shreyas Iyer made a scintillating debut inTest Cricket with a century for the Indian cricket team in the first match of the TestSeries against New Zealand in November 2021.

Taking forward the Company's rich legacy of contributing to thenation in the sphere of sports Tushar Khandker who is an ex-Hockey player and anOlympian has undertook a special assignment as Assistant Coach of the Indian SeniorWomen's Hockey Team. He was the force behind guiding the team to secure Bronze Medalin Asia Cup 2021.

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

BPCL has been following in letter and spirit the PresidentialDirectives and other guidelines issued from time to time by Ministry of Petroleum &Natural Gas (MoP&NG) Ministry of Social Justice and Empowerment and the Department ofPublic Enterprises relating to reservations / concessions for Scheduled Castes ScheduledTribes and other Backward Classes. Adequate monitoring mechanism has been put in place forsustained and effective compliance uniformly across the Company. Rosters are maintained asper the directives and regularly inspected by Liaison Officer of the Company as well asLiaison Officer of MoP&NG to ensure proper compliance of the directives.

SC/ST and economically backward students are encouraged by awardingscholarship to those pursuing education in secondary school and up to graduation level.Human spirit knows no bounds neither is it shackled by any physiological challenges. BPCLzestfully amalgamates persons with special abilities in its workforce.The Company complieswith provisions under "The Rights of Persons with Disability Act 2016" relatingto providing employment opportunities for Persons with Disabilities (PWDs). Detailsrelating to representation of SC/ST/OBC candidates and Persons with Disabilities areappended as Annexure C.

IMPLEMENTATION OF OFFICIAL LANGUAGE POLICY The official languageHindi is the nation's pride. BPCL continues to comply diligently with the AnnualProgramme 2021-22 issued by Department of Official Language Ministry of Home AffairsGovernment of India towards the implementation of the Official Language across theorganization. The progressive usage of Hindi was reviewed and evaluated quarterlyhalf-yearly and on a yearly basis through essential committees viz. OLIC (OfficialLanguage Implementation Committee) TOLIC (Town Official Language ImplementationCommittee) etc. at different levels such as regions offices locations and refineries.Various initiatives including Hindi Fortnight / Week celebration of notable daysmilestones projects pledges of national importance observance of World Hindi DayAnnual Hindi Coordinator's Meet as well as various competitions programs andcultural activities were organized from time to time with whole-hearted participationfrom employees. Other initiatives to promote the use of Hindi in day-to-day work includeawards instituted for locations regions and employees – both online and offline.Hindi trainings and workshops on the Indic bilingual software voice-typing machinetranslation etc. were also organized for enhancing levels of compliance. Additionally asa part of promoting Hindi and encouraging employees' children for greater adoptionand use of Hindi 178 children were awarded Official Language Prizes for outstandingperformance in 'Hindi' subject in 10th and 12th Classes.

BPCL has also well-deservedly received accolades and specialappreciation from TOLIC at various locations including Panipat Installation Roorkee LPGPlant Goa Retail Territory as well as Sewree Kharghar and Priyadarshini Offices foremphatic implementation of Hindi. During the year Chairmanship of TOLIC Goa was bestowedon BPCL by Ministry of Home Affairs.

CITIZEN'S CHARTER PUBLIC GRIEVANCE REDRESSAL (PG) & CUSTOMERCARE SYSTEM AND RIGHT TO INFORMATION (RTI) A satisfied customer is the greatest assetfor the Company and ‘Customer-Centricity is one of the core values of the Company.BPCL recognizes that ensuring customer delight is an integral part of all the businessoperations and redressing customer grievances if any through a well-defined mechanismis the key to success.

The Company has constantly endeavoured to set new benchmarks incustomer service standards to not only meet but exceed the customer expectations.

Citizen's Charter

The Citizen's Charter enshrines the trust between BPCL and itscustomers and outlines the Company's commitment towards improving the quality of itsservices. The Citizen's Charter published on the Company website provides details ofa range of services offered to our customers with an overview of the marketing activitiesof the Company policy guidelines and processes on marketing of petroleum products. Itcovers the mandate of the Company customer rights with respect to standard qualitytime-frame for service delivery the grievance redressal mechanism etc. These servicelevels are revisited from time to time and updated in line with the changing businessneeds.

Public Grievance Redressal (PG)

The Public Grievance Redressal framework in BPCL spans across businessunits and is a well-established online mechanism for receipt escalation and timely andeffective closure of all public complaints. Complaints are continuously monitored throughCentralized Public Grievance Redress and Monitoring System (CPGRAMS) which is an onlineweb-enabled system (https://www.pgportal.gov.in/) developed by National InformaticsCentre (NIC) and Department of Administrative Reforms and Public Grievances (DARPG).

Grievances received from people through the CPGRAMS system arecentrally scrutinized at the corporate evel and sent for redressal to variousBusiness Units / Entities through a well-established online network with an escalationmatrix to ensure timely and qualitative closure. BPCL with its dedicated team redressedand closed 4781 grievances out of 4944 (i.e. 96.70%) received in the year 2021-22 withan average disposal time of only 13 days as against the norm of 30 days stipulated fordisposal of grievances.

Customer Care System (CCS)

BPCL's ‘SmartLine' the centralized Customer Care System(CCS) is the first-of-its-kind initiative in the Indian energy sector. Since its launchin 2013 SmartLine has made more than 80 lakh interactions with customers. CCS continuesto be the first point of contact for our ever-increasing customer base for all theirqueries and grievances. The system has grown into a 111-strong executive team while thelatest CRM technology remains its backbone. CCS has recently moved to a brand-newtechnology platform that gives a 360-degree view of the customer.

With BPCL going full steam on its digital journey the Company ishandholding the customers across all businesses and Indian geographies through thisdigital transformation paradigm. As always keeping ahead of the industry new-age digitalavenues (like the Company's web-based Urja chatbot and WhatsApp) were added toprovide ease of contact to our valued customers. As life returns to normal in thepost-pandemic scenario BPCL is striving to keep the customers safe and well taken care ofwith increased use of technology and AI (artificial intelligence). Complaints received arenot only redressed but the data thus generated is used to improve customer service at thegrassroots level. Customer delight remains pivotal to all our endeavours.

Right to Information (RTI)

BPCL has been successfully supporting the RTI Act from the time of itsinception in the year 2005 and has implemented all the norms stipulated in the RTI Act2005. As required under the Act all the relevant details and information along with suomoto disclosure under section 4(1) (b) have been hosted on the Company's CorporateWebsite www.bharatpetroleum.in for the public at large.

Along with physical RTI applications the Company also receives onlineRTI applications and addresses the same through the RTI online portalwww.rtionline.gov.in which is a unified RTI portal of the Government of India. From theyear 2005 till March 31 2022 the Company has successfully handled 48096 RTIapplications 6793 First Appeals and 1127 Second Appeals with Central InformationCommission (CIC) thereby maintaining its commitment to transparency and accountability inbusiness operations.

RTI queries were closed on the RTI online portal within the stipulatedtime limit of 30 days. This ensured that no penalty was levied for any postal delays. TheCompany's team of 49 Central Public Information Officers (CPIOs) and 12 FirstAppellate Authorities (FAA) are spread across the country covering major BUs like RetailLPG Aviation and Refineries as well as Entities like HR and International Trade therebyensuring smooth handling of RTI queries. During the year 2021-22 BPCL received 3317 RTIQueries 465 First Appeals and 66 Second Appeals (CIC Hearings) and all of them have beenprocessed in a timely manner.

PUBLIC PROCUREMENT: MICRO & SMALL ENTERPRISES

BPCL's Central Procurement Organization (Marketing) procured goodsworth Rs 12835.90 crore (100 % e-tendering) during the year. This includes BPCL'srequirement of Ethanol for blending with Petrol and other purchases across various BUs andentities. Additionally tenders for disposal of scrap worth Rs 192.70 crore were alsofinalized for marketing locations. BPCL also anchored and finalized Industry tenders forEthanol and Bio-diesel for the 10th consecutive year. The tender value for Ethanol was

_ 28300 crore and for Bio-diesel it was Rs 55.53 crore.

As an initiative towards Digital India digitally signed invoices wereencouraged from vendors and digitally signed purchase orders were sent to vendors throughelectronic mode. BPCL procured goods worth Rs 1078.33 crore through Governmente-Marketplace (GeM) which is 846% jump from Rs 113.9 crore procured in the previous year.

BPCL abides by the Public Procurement Policy for MSEs Order 2012 andits amendment of November 2018. In the year 28.8% of the value of the Company'sannual Goods and Service procurements were done through MSEs as against the target of 25%.All high-value tenders of BPCL were launched through the online open tender route. GeneralConditions of Contract (GCC) and General Purchase Conditions (GPC) of all tenders havepurchase preference clauses for MSEs. BPCL also offers Trades Receivable DiscountingScheme (TReDS) to its MSME Vendors. During the year 2021-22 BPCL's total procurementin terms of value of Goods and Services excluding works contracts where MSEs could haveparticipated was Rs 13878.28 crore. The actual procurement value from MSEs was Rs4006.52 crore i.e. an achievement of 28.8% which exceeds the target of 25%. BPCLconducted three online Vendor Development Programs for MSE vendors including two for MSESC/ST and one for MSE Women wherein over 500 vendors participated. BPCL also participatedin MSME Expo 2022 at Nagpur organised by Director MSME Maharashtra. An online"Premier Vendor Workshop" was held in March 2022 wherein Asst. DirectorMSME-DI Mumbai and Director - Buyer Management (CPSEs & Central Ministries)Government e-Marketplace (GeM) made detailed presentations on the benefits of PublicProcurement Policy for MSEs and enhancements made in GeM portal which aims at increasingthe efficiency in public procurement.

VIGILANCE

Vigilance administration in BPCL is an integral part of the managementfor ensuring good governance in the organization. The motto of the department is"Vigilance for Corporate Excellence". Vigilance department promotes CorporateGovernance by ensuring transparency ethics and integrity in thoughts and deeds to makeBPCL an organization known for zero tolerance for corruption. Vigilance Department isheaded by Chief Vigilance Officer (CVO) and supported by a Vigilance team located inheadquarters regions and refineries. The CVO acts as an advisor to the CMD in all matterspertaining to vigilance. The CVO is also the nodal officer of the Company for interactionwith Central Vigilance Commission (CVC) and Central Bureau of Investigation (CBI).

Vigilance Mechanism is based on the Vigilance Manual/policy circularsof CVC instructions issued by Department of Personnel and Training (DoPT) and Ministry ofPetroleum & Natural Gas (MoP&NG). Annual and quarterly performance reports arefurnished to CVC and MoP&NG of the work done on vigilance matters. While‘Punitive Vigilance' for commission of misconduct malpractices and corruptpractices is certainly an important function ‘Preventive Vigilance' and'Proactive Vigilance' are equally important as these are likely to reduce theoccurrence of vigilance cases. Preventive vigilance enables BPCL to constantly reviewprocedures guidelines and practices identify vulnerable areas and recalibrate businessprocesses. Vigilance department constantly endeavours to promote improvement in systemsprocesses and practices by adopting an approach of proactive preventive and participativevigilance. Vigilance carried out investigations into various complaints and sourceinformation. Complaints including those received online from CVC and MoP&NG wereinvestigated directly by Vigilance team wherever required. The complaints broadly coveredissues related to operational activities dealership / distributorship selection andmanagement and project and procurement work etc. A summary of investigative complaints(detailed inquiries) handled by Vigilance during the year 2021-22 are given as follows:

Opening balance (as on 01.04.2021) Investigation during the Year Total Disposed of during the Year Closing Balance (as on 31.03.2022)
31 60 91 43 48

Surprise inspections were conducted at 74 locations 127 retail outletsand 58 LPG distributors during the year. Based on observations and findings specificrecommendations for corrective action and system improvements were communicated to theconcerned departments. Over and above this sensitive posts of the organisation areidentified and periodic rotation of the staff is ensured.

The Workshop on Preventive Vigilance at upcountry locations andregional offices are conducted on regular basis by Vigilance department. The mid-careertraining to employees on Vigilance was also started during the year. Vigilance Awarenesssessions were conducted for the employees working at operating locations and commercialoffices by Team Vigilance using both online methodology and offline during their visitsto locations. These sessions were aimed at enhancing the knowledge and awareness on theoperational aspects of various circulars / guidelines / SOPs issued by BPCL CVC andMoP&NG. In all 72 training sessions were held covering 2375 persons during 2021-22.

Vigilance Awareness Week (VAW) was observed with the theme"Independent India @ 75: Self-Reliance with Integrity" from October 26 toNovember 1 2021. During the week a variety of programmes were carried out like IntegrityPledge display of PIDPI posters at all offices competitions in schools competitionsamong employees organizing Gram Sabhas and Vendor Meets as per directives issued by CVC.Internal activities were taken up in campaign mode as a part of Vigilance Awareness Week.The 12th edition of the Vigilance Magazine "Vigilance Plus" containing articlesrelated to vigilance and activities undertaken during VAW was released.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

BPCL has 4 subsidiaries and 22 Joint Venture Companies and AssociateCompanies as on March 31 2022.

Details of Company that Nil has become a Subsidiary during the year2021-22 Details of Company that has Nil become a Joint Venture / Associate during the year2021-22 Details of Company that has Nil ceased to be a Subsidiary during the year 2021-22Details of Company that has ceased Nil to be a Joint Venture / Associate during the year2021-22

However pursuant to the Order of the Ministry of Corporate Affairsdated June 22 2022 and its subsequent filing with the respective Registrar of Companiesthe wholly owned subsidiary of BPCL Bharat Oman Refineries Limited (BORL) stands mergedwith BPCL with effect from July 1 2022.

A separate statement containing the salient features of the financialstatements of Subsidiaries / Associates / Joint Venture Companies in Form AOC-1 pursuantto provisions of Section 129 (3) of the Act is attached along with the financialstatement.

The Company has placed its financial statements including ConsolidatedFinancial Statements and all other documents required to be attached thereto on itswebsite www.bharatpetroleum.in as per Section 136(1) of the Act. Further the Company hasalso placed separate Annual Reports / audited accounts in respect of each of itssubsidiaries on its above website. A copy of the said documents are available forinspection and will be provided to any shareholder of the Company who asks for it. Thepolicy for determining material Subsidiaries is posted on the Company's website atthe link http://www.bharat petroleum.co.in/General/PolicyonMaterialSubsidiaries.aspx ?id=4

BPCL SUBSIDIARY COMPANIES

BHARAT PETRORESOURCES LIMITED (BPRL)

BPRL was incorporated in October 2006 as a 100% subsidiary of BharatPetroleum Corporation Limited to undertake upstream activities of BPCL. As on March 312022 BPCL's investment is

_ 7275 crore in the equity capital of BPRL. In addition to this theCompany has given a loan of Rs 2190 crore to this subsidiary. BPRL has recorded aconsolidated income of Rs 232.04 crore and a consolidated loss of Rs 447.86 crore for thefinancial year ending March 31 2022. BPRL has Participating Interest (PI) in eighteenblocks of which nine are in India and nine overseas along with equity stake in twoRussian entities holding the license to four producing blocks in Russia. Five of the nineblocks in India were acquired under different rounds of New Exploration Licensing Policy(NELP) one block was awarded under Discovered Small Fields Bid Round 1 and three blockswere awarded under the Open Acreage Licensing Policy (OALP) Bid Round I. Out of nineoverseas blocks five are in Brazil two in United Arab Emirates and one each inMozambique and Indonesia.

The blocks of BPRL are in various stages of exploration appraisaldevelopment and production. The total acreage held by BPRL and its subsidiaries is around22000 sq. km of which approximately 49% is offshore.

During the year 2021-22 approximately 4.3 million barrels of crude oilfrom the Lower Zakum Concession was lifted by BPCL Group refineries out of BPRL'sshare of equity crude oil from the Lower Zakum Concession. The Appraisal Well campaign ofthe existing Ruwais discovery in the overseas operatorship block Onshore Block 1Concession in Abu Dhabi UAE was carried out during the year 2021-22 and the testing ofthe appraisal wells has established the presence of hydrocarbons. The first explorationwell in the unexplored areas was also spud on March 3 2022. In BM-SEAL-11 Concession inBrazil the Declaration of Commerciality (DoC) has been submitted to ANP (BrazilianRegulator) in December 2021 and the concessionaires are progressing on finalizing theField Development Plan (FDP). In Offshore Area 1 Rovuma Basin Mozambique while theconstruction activities in the 2-Train Golfinho-Atum LNG Project were progressing as perschedule security incidents in the region led to declaration of force majeure at thebeginning of the year 2021-22. The Government of Mozambique is working towards there-establishment of peace and resolving the security situation. Mozambican military alongwith Joint forces from Rwanda and Southern African Development Community (SADC) continuetheir operations in the region. Area 1 Concessionaires remain committed to promptlyrestarting once the security situation is resolved in a sustainable manner.

In respect of Indian blocks the block CY-ONN-2002/2 located inCauvery Basin Tamil Nadu currently has six producing wells. During the year 2021-22BPRL's share of production from the block was 30 thousand tonnes of oil and 12million cubic meters of associated gas. Gas sales from the block to GAIL commenced in May2021.

In BPRL's Indian OALP Operated block CB-ONHP-2017/9 located inonshore Cambay Basin Gujarat exploration drilling prospects have been identified andactivities are planned towards the minimum work program.

The PI in respect of blocks in India are held directly by BPRL. PI inrespect of blocks in Brazil Mozambique Indonesia and UAE and equity stake in two Russianentities are held through various step-down wholly owned subsidiaries/JVs of the whollyowned subsidiaries located in the Netherlands and Singapore.

A detailed discussion on the Blocks is given in the ManagementDiscussion & Analysis Report (MDA).

BHARAT OMAN REFINERIES LIMITED (BORL)

BORL was incorporated in 1994 as a Joint Venture between BPCL and OQS.A.O.C. (formerly known as Oman Oil Company S.A.O.C.). During the year under review BPCLacquired 36.62% of shares from OQ S.A.O.C making BORL a wholly owned subsidiary of BPCL.BPCL has also acquired 2.69 crore warrants of BORL held by Government of Madhya Pradesh(GoMP) during the year. As on March 31 2022 BORL had an authorized share capital of Rs7000 crore and paid-up equity share capital of

_ 2426.83 crore. Besides BPCL had given a loan of

_ 1254.10 crore and subscribed to warrants bearing face value of Rs962.58 crore (including warrants acquired from GoMP) and subscribed to CompulsorilyConvertible Debentures of Rs 1000 crore.

Crude processed during the year 2021-22 was 7410 TMT with averagecapacity utilization of 95%. The company has reported Revenue from Operations of Rs 55561crore in the financial year ended as on March 31 2022 as compared to Rs 35420 crorerecorded in the previous financial year. The net profit for the year 2021-22 stood at Rs892 crore as compared to a loss of Rs 76 crore in the previous year. The Basic EPS forthe year stood at Rs 2.60 as against Rs (0.22) in the year 2020-21.

In October 2021 Board of Directors of BORL and BPCL approved thescheme of amalgamation of BORL with BPCL and filed an application with the Ministry ofCorporate Affairs. The process of amalgamation has been completed in June 2022 and BORLhas merged with BPCL with effect from July 1 2022. Subsequently the Comptroller &Auditor General of India (C&AG) has vide its letter dated July 21 2022 intimatedthat based on the supplementary audit of the Financial Statements of BORL for financialyear 2021-22 under Section 143(6)(a) of the Companies Act 2013 nothing significant hascome to its knowledge which would give rise to any comment upon or supplement toBORL's statutory auditors' report under Section 143(6)(b) of the Companies Act2013.

BHARAT GAS RESOURCES LIMITED (BGRL)

BGRL a wholly owned subsidiary of BPCL was incorporated in June 2018for handling Natural Gas business. BGRL has been authorised for setting up of CGDInfrastructure in thirteen (13) Geographical Areas (GAs) under Round 9 and 10 of CGDbidding rounds. During the year 2021-22 the project implementation activity continued atgood pace in the authorised GAs with BGRL incurring the capital expenditure of Rs 1189crore during the year. The cumulative capital expenditure on the CGD projects beingcarried out by BGRL stands at Rs 1802 crore as on March 31 2022.

During the year 2021-22 133 new Compressed Natural Gas (CNG) stationsat retail outlets were mechanically completed. CNG sale started at 60 CNG stations and 2City Gas Stations were commissioned during the year. In March 2021 the Board of Directorsof BPCL and BGRL had approved the Scheme of Amalgamation of BGRL with BPCL with the viewof streamlining of the corporate structure and consolidation of assets and liabilities.The process of amalgamation is in advance stage.

BPCL-KIAL FUEL FARM PRIVATE LIMITED (BKFFPL)

BKFFPL was incorporated in May 2015 with an equity participation of 74%by BPCL & 26% by Kannur International Airport Limited. The company was formed todesign construct commission and operate the Fuel Farm at Kannur International Airportfor the supply of ATF on an exclusive basis. The Fuel Farm started operating from December2018 along with the commissioning of the Kannur International Airport. As on March 312022 the authorized capital of the company is Rs 50 crore and paid-up capital is Rs 9crore. During the year 2021-22 the fuel throughput was 28389.83 KL. The company earned arevenue of Rs 5.24 crore in the year 2021-22 and the loss during the period was Rs 3.85crore.

BKFFPL is being managed under a joint control mechanism. Hence in theconsolidated financial statements of the group for the period ending March 31 2022 thefinancials have been consolidated as Joint Venture as per the principles of IndianAccounting standard.

BPCL JOINT VENTURE COMPANIES AND ASSOCIATES 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. tosupply natural gas to various industries in the country. The company has an authorizedcapital of Rs 3000 crore and paid-up capital of Rs 1500 crore. PLL was promoted by fourpublic sector companies viz. BPCL Indian Oil Company Limited (IOCL) Oil and NaturalGas Company Limited (ONGC) and GAIL (India) Limited (GAIL). Each of the promoters hold12.5% of the equity capital of PLL. BPCL's equity investment in PLL currently standsat Rs 98.75 crore.

PLL recorded Revenue from operations of Rs 43168.57 crore during theyear 2021-22 as against Rs 26022.90 crore recorded in the year 2020-21. The net profitfor the year stood at Rs 3438.11 crore as compared to Rs 2939.23 during the year2020-21. The EPS for the year 2021-22 is

_ 22.92 as compared to Rs 19.59 of the year 2020-21. During the year2021-22 PLL has recommended a final dividend of Rs 4.50 per share in addition to aspecial dividend of Rs 7.00 per share during the year. In the previous year PLL haddeclared a special dividend of Rs 8.00 per share and a final dividend of Rs 3.50 pershare.

INDRAPRASTHA GAS LIMITED (IGL)

IGL is a joint venture Company promoted by BPCL and GAIL and set up inDecember 1998. IGL is a City Gas Distribution (CGD) company supplying natural gas totransport domestic commercial and industrial consumers. The operations of IGL are spreadover NCT of Delhi Noida & Greater Noida Ghaziabad & Hapur Gurugram Meerut(except area already authorized) Shamli Muzaffarnagar Karnal Rewari Kanpur (exceptareas already authorized) Hamirpur-Fatehpur districts Kaithal district and Ajmer.Recently IGL has received grant of authorization from PNGRB for development of CGDnetwork in the Geographical Area of Banda Chitrakoot and Mahoba districts. IGL also holds50% of equity in M/s. Central UP Gas Limited Kanpur and M/s. Maharashtra Natural GasLimited Pune which are the Joint Venture Companies promoted by BPCL and GAIL. Thepaid-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 99 new Compressed Natural Gas (CNG) stations and3.75 lakh new Piped Natural Gas (PNG) domestic connections during the year. As on March31 2022 IGL has 711 CNG stations and 20.6 lakh PNG domestic connections. IGL hasregistered Revenue from Operations of

_ 8484.73 crore and Profit after Tax of Rs 1502.27 crore for the yearending March 31 2022 as compared to Revenue from Operations of Rs 5438.68 crore andProfit after Tax of

_ 1172.55 crore in the previous year. The EPS for the year stood at Rs21.46 as against Rs 16.75 in the year 2020-21. IGL Board has recommended a dividend of Rs5.50 per share (face value of Rs 2 each) for the year ending March 31 2022 as against adividend of Rs 3.60 per share (face value of Rs 2 each) in the previous year.

SABARMATI GAS LIMITED (SGL)

SGL a Joint Venture company promoted by BPCL and Gujarat StatePetroleum Company (GSPC) was incorporated in June 2006 with an authorized capital of

_ 100 crore for implementing City Gas Distribution projects for supplyof CNG to the household automobile industrial and commercial sectors in GandhinagarMehsana Aravali Sabarkantha and Patan districts of Gujarat. The paid-up share capital ofthe company is Rs 20 crore. As on March 31 2022 BPCL has a stake of 49.94% in the equitycapital of SGL. SGL has set up 158 CNG stations and is supplying PNG (Domestic) to 2.47lakh customers. During the year 2021-22 the company has commissioned 23 CNG stations. SGLhas achieved a turnover of _ 1900.46 crore and a net profit of Rs 346.55 crore for theyear ending March 31 2022 as against Rs 1114.75 crore and Rs 225.01 crore respectivelyfor the previous year. The EPS for the year stood at Rs 173.27 as against Rs 112.50 in theyear 2020-21. The company has recommended a dividend of Rs 40 per share for the yearending March 31 2022 as against Rs 20 per share in the previous year.

CENTRAL UP GAS LIMITED (CUGL)

CUGL is a Joint Venture Company set up in February 2005 with GAIL asthe other partner for implementing projects for supply of CNG to the automobile sector andPNG to the household industrial and commercial sectors in Kanpur (including parts ofUnnao district) Bareilly and Jhansi in Uttar Pradesh. The company was incorporated withan authorized share capital of Rs 60 crore. The Joint Venture partners have each investedRs 15 crore for an equity stake of 25% each in the company while the balance 50% is heldby IGL. As on March 31 2022 CUGL has 74 CNG stations. CUGL has achieved Revenue fromOperations of Rs 509.57 crore and net profit of Rs 118.83 crore for the year ending March31 2022 as against Rs 294.79 crore and Rs 78.62 crore respectively for the previousyear. The EPS for the year stood at Rs 19.80 as against Rs 13.10 in the year 2020-21. Thecompany has recommended a final dividend of Rs 3.00 per share in addition to the InterimDividend of Rs 1.00 per share during the year. Dividend of Rs 1.80 per share wasdistributed for the previous year.

MAHARASHTRA NATURAL GAS LIMITED (MNGL)

MNGL was set up in January 2006 as a Joint Venture Company with GAILfor implementing the project for supply of natural gas to the household industrialcommercial and automobile sectors in Pune and its nearby areas. The company wasincorporated with an authorised share capital of Rs 100 crore. The paid-up capital of thecompany is Rs 100 crore. BPCL and GAIL have invested Rs 22.50 crore each in MNGL'sequity capital. Maharashtra Industrial Development Corporation (MIDC) as a nominee ofMaharashtra Government holds 5% equity and the balance 50% is held by IGL.

MNGL while strengthening its roots in the existing authorized GAcovering Pune and adjoining areas is also growing in the Nasik GA and Sindhudurg GA inMaharashtra and Ramanagara GA in the state of Karnataka which were awarded by PNGRB underthe 9th CGD Bidding Round. The company crossed achievement of consistent sales of 1million metric standard cubic meters (MMSCM) per day during the year. MNGL alsoparticipated in the 11th CGD Bidding Round and successfully secured two new GAs i.e.Buldana Nanded and Parbhani districts in Maharashtra and Nizamabad Adilabad NirmalMancherial Kumuram Bheem Asifabad and Kamareddy districts in Telangana. MNGL has set up167 CNG stations and is supplying PNG (Domestic) to 5.39 lakh customers. MNGL has achievedRevenue from Operations of Rs 1381.41 crore and profit of

_ 332.62 crore for the year ending March 31 2022 as against Revenue ofRs 800.26 crore and profit of Rs 172.98 crore respectively in the previous year. The EPSfor the year 2021-22 stood at Rs 33.26 as against Rs 17.30 in the year 2020-21. The MNGLBoard has recommended a dividend of Rs 10 per share as against Rs 6 per share in theprevious year.

HARIDWAR NATURAL GAS PRIVATE LIMITED (HNGPL)

HNGPL was incorporated in April 2016 as a Joint Venture Company withGail Gas Limited on a 50:50 basis for implementation of a CGD network in the GA ofHaridwar District of Uttarakhand. The authorized capital of the company is Rs 45 crore. Ason March 31 2022 the promoters have infused Rs 22.20 crore each towards equity. Thepromoters have also given an inter-corporate loan of Rs 15 crore each to the company. Thefive-year Minimum Work Program (MWP) target as per PNGRB authorisation of 16905 domesticPNG connections and 830-inch-km pipeline was achieved by the company in 2020-21. As onMarch 31 2022 the company has provided 24667 domestic connections and laid around1335.27 Inch-km pipeline. Further the company has set up 4 CNG stations. HNGPL achieveda Revenue from Operations of Rs 45.76 Crore and a profit of Rs 3.34 Crore for the yearending March 31 2022 as against a revenue of Rs 16.74 crore and profit of Rs 0.67 crorein the previous year.

GOA NATURAL GAS PRIVATE LIMITED (GNGPL)

GNGPL was incorporated in January 2017 as a Joint Venture Company withGAIL Gas Limited on a 50:50 basis for implementation of a City Gas Distribution Project inthe GA of North Goa. The authorized share capital of the company is Rs 60 crore as onMarch 31 2022 and the promoters have infused Rs 30 crore each towards equity. During theyear 2021-22 the company has achieved its five-year MWP target of providing 9588domestic connection and laying 650-inch-km pipeline. As on March 31 2022 the company hasprovided 9864 domestic connection and laid around 678-inch-km pipeline in the North GoaGA. Further the company has commissioned 6 CNG Stations in North Goa and is supplying gasto 11 Commercial and 15 Industrial PNG Customers. GNGPL achieved a Revenue from Operationsof Rs 36.17 crore and a profit of Rs 0.20 crore for the year ending March 31 2022 asagainst a revenue of Rs 4.30 crore and a loss of Rs 0.88 crore in the previous year.

BHARAT STARS SERVICES PRIVATE LIMITED (BSSPL) BSSPL a JointVenture Company promoted by BPCL and ST Airport Pte Ltd Singapore was incorporated inSeptember 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 haveeach subscribed to 50% of the equity share capital of BSSPL and BPCL's presentinvestment stands at

_ 10 crore. BSSPL also has a wholly owned subsidiary named Bharat StarsServices (Delhi) Private Limited which is providing Into-Plane (ITP) services at DelhiT-3 International Airport. The company commenced its ITP operations at Bangalore in 2008.BSSPL has now increased its footprints at different airports across India which includesmajor airports like Delhi Mumbai Bangalore and Chennai. BSSPL also provides BusinessSupport Services (man-power services for fueling operation) in the petroleum sector.Presently the company is operating at 40 locations in India. Being associated with theaviation industry the sales and revenue of the company have been hit owing to the Covid-19 pandemic. BSSPL has achieved a consolidated Revenue from Operations of Rs 37.59 croreand a consolidated loss of Rs 5.12 crore for the financial year ending March 31 2022 asagainst a consolidated Revenue from Operations of Rs 29.95 crore and a consolidated lossof Rs 2.32 crore respectively for the previous year.

DELHI AVIATION FUEL FACILITY PRIVATE LIMITED (DAFFPL) A JointVenture Company DAFFPL has been promoted by BPCL IOCL and Delhi International AirportLimited (DIAL) for implementing open-access Aviation Fuel facility for the new T3 T2 andCargo terminals at Delhi International Airport. The company is also setting up an AviationHydrant System at the T1 terminal of Delhi International Airport. The authorized andpaid-up share capital of the company is

_ 170 crore and Rs 164 crore respectively. BPCL and IOCL each havesubscribed to 37% of the share capital of the joint venture while the balance 26% is heldby DIAL. DAFFPL has achieved Revenue from Operations of Rs 72.19 crore and net loss of Rs5.33 crore for the year ending on 31st March 2022 as against revenue of Rs 57.36 croreand net loss of Rs 12.43 crore respectively during the previous year. The EPS for theyear stood at Rs (0.33) as agains

_ (0.76) in the year 2020-21. The company has not recommended anydividend for the year ending on March 31 2022.

MUMBAI AVIATION FUEL FARM FACILITY PRIVATE LIMITED (MAFFFL) MAFFFLwas incorporated in February 2010 by Mumbai International Airport Limited (MIAL). BPCLIOCL and HPCL became joint venture partners with MIAL in October 2014 with each having anequity holding of 25%. Presently BPCL has invested an amount of Rs 52.92 crore towardsequity. MAFFFL started its operations from February 2015. The business of the company isto own operate and maintain aviation fuel farm facilities and to provide into-planeservices at Chhatrapati Shivaji Maharaj International Airport (CSMIA) Mumbai. MAFFFLconstructed a new integrated fuel farm facility which was fully commissioned during theyear 2021-22. The facility is now being operated on an open-access basis. The revenue toMAFFFL is by way of Fuel Infrastructure Charges payable by the suppliers for utilizingthe facility. MAFFFL achieved a throughput of 7.47 lakh KL during 2021-22 which is anincrease of 23% from 6.06 lakh KL during the previous year. However the same is only50.37% of the throughput achieved in the year 2019-20. Volumes were hit due to the secondand third waves of Covid-19 pandemic in the first and fourth quarter of the year 2021-22.Further the geo-political crisis in Europe in the fourth quarter of the year negativelyimpacted recovery of volumes owing to halt of direct flights to North America due torestrictions in the use of airspace. MAFFFL has achieved Revenue from Operations of Rs59.90 crore and profit of Rs 9.58 crore for the year ending on March 31 2022 as againstrevenue of Rs 46.49 crore and profit of Rs 1.56 crore respectively during the previousyear. EPS for the year 2021-22 stood at Rs 0.45 as against

_ 0.08 in the year 2020-21.

KANNUR INTERNATIONAL AIRPORT LIMITED (KIAL)

KIAL is an unlisted Public Company promoted by the Government of Keralato build and operate the airport at Kannur on international standards primarily to caterto the travelling needs of the large NRI population in the region which travelsfrequently to various international destinations and the flourishing business communityand tourists. The authorised capital of the company is Rs 3500 crore and the paid-upcapital of the company as on March 31 2022 is Rs 1338.36 crore out of which BPCL hascontributed Rs 216.80 crore. Kannur Airport was commissioned in December 2018 and it isone of the four international airports in Kerala. During the year 2021-22 total aircraftmovements were 9761 and passenger traffic was approximately 8.03 lakh as against 6135aircraft movements and approximate passenger traffic of 4.73 lakh in the previous year.There is an increase in air traffic movement compared to the previous year and there is arecovery of more than 50% compared to pre-Covid-19 scenario.

MATRIX BHARAT PTE LIMITED (MXB)

MXB is a Joint Venture company incorporated in Singapore in May 2008for carrying out bunkering business and supply of marine lubricants in the Singaporemarket as well as international bunkering including expanding into Asian and Middle Eastmarkets. The company has been promoted by BPCL and Matrix Marine Fuels L.P. USA anaffiliate of the Mabanaft group of companies Hamburg Germany contributing equally tothe share capital of USD 4 million. Matrix Marine Fuels L.P. USA has subsequentlytransferred their share and interest in the joint venture in favour of Matrix Marine FuelsPte Limited Singapore another affiliate of the Mabanaft group which has been furthertransferred in favour of Bomin International Holding GmbH Germany yet another affiliateof the Mabanaft group. In March 2021 MXB has carried out capital reduction and therevised share capital of MXB stands at USD 0.50 million with BPCL's share being USD0.25 million. The company is not carrying out trading activities. The company has a branchoffice in India whose principal activities were to provide support services to theCompany. The company has ceased its operations in India since July 2020 and is in theprocess of closing the branch office. MXB reported a loss of USD 0.03 million for the yearending December 31 2021 as against a profit of USD 0.07 million for the year endingDecember 31 2020.

KOCHI SALEM PIPELINE PRIVATE LIMITED (KSPPL)

BPCL signed a Joint Venture Agreement with IOCL for implementation ofthe Kochi-Coimbatore-Salem LPG Pipeline Project and formed a Joint Venture Company KSPPLin January 2015 on a 50:50 basis. As on March 31 2022 BPCL has paid an amount of Rs 470crore towards equity in the company. The project is being executed in four phases. Thefirst phase is a 12-km 12-inch pipeline from Kochi Refinery (KR) to IOCL UdayamperoorBottling Plant and a 155-km 12" pipeline from KR to Palakkad Receipt Terminal (RT).The 12-km pipeline from KR Dispatch Terminal (DT) to the Udayamperoor RT was commissionedin August 2017 and during the year 2021-22 132.51 TMT of LPG was transported through thispipeline. With respect to the 155-km pipeline from BPCL-KR DT to Palakkad RT the pipelinelowering is in an advanced stage and the overall physical progress achieved as on March31 2022 is 95.91%. The second phase is a 39-km 12-inch pipeline from Puthuvypeen IOCLimport terminal to KR. The overall physical progress achieved for this section is 60.01%.The third and fourth phases are a 63-km 12-inch pipeline from Palakkad RT to Coimbatore RTand a 157-km 8-inch pipeline from Coimbatore RT to Salem RT. For these two phases theTamil Nadu Government order on RoU acquisition compensation was released on February 142020. Preliminary project activities and feasibility study have commenced for the thirdand fourth phase.

GSPL INDIA TRANSCO LTD (GITL)

GITL is a Joint Venture of Gujarat State Petronet Ltd. (GSPL) IOCLBPCL and HPCL. GSPL has 52% equity participation in the company and balance equity is heldby IOCL (26%) HPCL (11%) and BPCL (11%).

GITL has been authorised to lay 1881-km-long pipeline from Mallavaramto Bhilwara. The initial section of Project from Reliance Gas Transmission IndiaLimited's interconnection point at Kunchanapalli to Ramagundam Fertilizers &Chemicals Limited's plant at Ramagundam is in operation since 2019-20. During theyear 2021-22 the company transported approximately 444 MMSCM of gas as against 88.18MMSCM in the previous year. The balance section of the pipeline is not expected to come updue to poor feasibility hence the company has recognized impairment of Rs 128.03 croretowards capital expenditure incurred for the balance section. GITL has reported Revenuefrom Operations of Rs 84.90 crore and a loss of

_ 155.56 crore for the year ending March 31 2022 as against Revenuefrom Operations of Rs 39.41 crore and loss of Rs 65.09 crore in the previous year.

GSPL INDIA GASNET LIMITED (GIGL)

GIGL is a Joint Venture of Gujarat State Petronet Ltd. (GSPL) IOCLBPCL and HPCL. GSPL has 52% equity participation in the company and the balance equity isheld by IOCL (26%) HPCL (11%) and BPCL (11%).

GIGL has been authorised to lay two cross-country gas pipelines viz.Mehsana to Bathinda Pipeline (MBPL) and

Bathinda to Gurdaspur (BGPL). The initial sections of the projectcovering approximately 442 km viz. Barmer-Pali Pipeline Palanpur-Pali Pipeline andJalandhar-Amritsar Pipeline are in operation since 2018-19. The company has successfullycommissioned all sections of MBPL Phase II Project except section V and Gas-in activitieshave been completed for certain sections. During the year 2021-22 the company hastransported about 1328.56 MMSCM gas as against approximately 995.50 MMSCM in theprevious year. GIGL has reported Revenue from Operations of Rs 228.47 crore and a profitof Rs 73.36 crore for the year ending March 31 2022 as against Revenue from operations ofRs 172.68 crore and a loss of Rs 16.21 crore in the previous year.

FINO PAYTECH LIMITED (FINO)

BPCL acquired shares in FINO in the year 2016-17. As on March 31 2022BPCL has made an investment of

Rs 272.08 crore and holds 20.89% on a fully diluted basis. FINOPayments Bank (FPB) is the main operational subsidiary of the company. FPB is a listedcompany wherein FINO holds 75% share. In June 2022 FPB has completed five years ofoperation.

PETRONET INDIA LIMITED (PIL)

PIL was formed in the year 1997 as a financial holding company to giveimpetus to the development of pipeline network throughout the country. The company carriedout business through Special-Purpose Vehicles (SPVs) and Joint Venture Companies. In thenew Pipelines policy oil companies were allowed to establish their own pipeline network.PIL obtained appropriate approvals and proceeded to liquidate its investments in jointventures and subsidiaries. PIL's equity has been purchased by the respective promotercompanies viz. the Petronet CCK Limited stake has been taken over by BPCL the PetronetMHB Limited stake has been taken over by HPCL and the ONGC and Petronet VK Limited stakehas been taken over by IOCL and Reliance Industries Limited (RIL). PIL filed anapplication before NCLT and the paid-up share capital was reduced from Rs 100 crore to Rs1 crore and Rs 99 crore was returned to its promoters. BPCL has 16% equity participationin the company with current investment of

_ 0.16 crore. During the year 2018-19 shareholders of the company hadapproved voluntary winding up of PIL and appointed an Official Liquidator (OL) for thesame. Liquidation of the company is under process.

PETRONET CI LIMITED (PCIL)

PCIL was set up in the year 2000 for laying a pipeline for evacuationof petroleum products from refineries at Jamnagar/Koyali to feed consumption zones inCentral

India. BPCL has an equity participation of 11% in this JV. Promotercompanies have decided to exit from PCIL and provision for full diminution in the valueof 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 productionprocurement cultivation and plantation of horticulture crops such as Karanj Jathrophaand Pongamia trading research and development and management of all the crops andplantation including biofuels in the State of Uttar Pradesh with an authorized capitalof Rs 30 crore. The company has been promoted by BPCL with Nandan Cleantec Limited (NandanBiomatrix Limited) Hyderabad and the Shapoorji Pallonji group through their affiliate SPAgri Management Services Pvt Ltd. A company petition was filed before the Hon'ble HighCourt of Allahabad (Lucknow Bench) for winding up BREL. By the judgement dated December21 2015 the company was ordered to be wound up and an OL was appointed to proceed inaccordance with the provisions of the Companies Act. All assets and records of the companyhave been deposited with the OL and the OL has since submitted a status request to theHon'ble High Court. A reply to the report submitted by the OL has been given and thematter is pending in the Hon'ble High Court of Allahabad.

RATNAGIRI REFINERY AND PETROCHEMICALS LIMITED (RRPCL)

Ratnagiri Refinery and Petrochemicals Limited (RRPCL) is a JointVenture Company promoted by IOCL BPCL and HPCL with equity participation in the ratio of50:25:25. RRPCL has planned to set up an integrated refinery-cum-petrochemical complex onthe west coast of Maharashtra. Saudi Aramco and ADNOC have also signed an MoU to partnerin RRPCL to jointly execute the Project along with IOCL BPCL and HPCL. The allocation ofland for the project has been delayed. Recently the Government of Maharashtra has offereda land in Ratnagiri District of Maharashtra for the project which is under evaluation toascertain its suitability.

IHB LIMITED (IHBL)

IHBL is a Joint Venture of IOCL BPCL and HPCL with equityparticipation in the ratio of 50:25:25. IHBL was incorporated in July 2019 as IHB PrivateLimited to construct operate and manage approximately the

2800-km-long Kandla-Gorakhpur LPG Pipeline (KGPL) for meeting the LPGdemand of the bottling plants en route the pipeline in the States of Gujarat MadhyaPradesh and Uttar Pradesh. The company was converted into a public limited company w.e.fApril 6 2021. The pipeline is planned to meet the LPG requirement of 22 LPG bottlingplants of IOCL HPCL and BPCL located in Gujarat Madhya Pradesh and Uttar Pradesh.

The Kandla-Gorakhpur Pipeline would connect and meet requirement of 8LPG bottling plants of BPCL situated at Hariyala Indore Bhopal Jhansi Kanpur LucknowAllahabad and Gorakhpur. The approved total cost of the KGPL project was Rs 10088 croreand

_ 3305.45 crore have been incurred till March 31 2022 under theproject. As on March 31 2022 BPCL has made equity contribution of Rs 514.50 crore. As onMarch 31 2022 the overall progress achieved for the KGPL Project is 55.08%. Thescheduled completion date of the KGPL Project was December 2021. However in view of theadverse impact of the Covid-19 pandemic the PNGRB has revised the scheduled completiondate which is now December 2022.

UJJWALA PLUS FOUNDATION (UPF)

UPF was incorporated in July 2017 as a Joint Venture Company among thethree PSU Oil Marketing Companies viz BPCL HPCL and IOCL (in the ratio of 25:25:50)under section 8 of the Companies Act 2013. The company receives donations fromindividuals/Corporates/NGOs etc. which shall be utilized for extending financialassistance for making LPG available to economically disadvantaged households who are notcovered by Pradhan Mantri Ujjwala Yojana.

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 presentedin a separate section forming part of the Annual Report. The forward-looking statementsmade in the MDA are based on certain assumptions and expectations of future events. TheDirectors cannot guarantee that these assumptions are accurate or these expectations willmaterialize. The data facts figures and information given in the portions of MDA otherthan Company performance have been taken from reports studies and websites of the variouscredible agencies.

CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGICALABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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

MEMORANDUM OF UNDERSTANDING WITH MINISTRY OF PETROLEUM & NATURALGAS

BPCL has entered into a Memorandum of Understanding (MoU) for the year2021-22 with MoP&NG. An MoU for the year 2022-23 is under finalization. The Companyhas achieved "Excellent" performance rating for MoU 2020-21 with a compositescore of 94.40%.

BOARD EVALUATION

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

In line with the Companies (Accounts) Rules 2014 rule 8 (5) (iiia)in the opinion of the Board the Independent Directors appointed during the year 2021-22possess integrity requisite expertise and experience.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

Similarly Section 197 of the the Companies Act 2013 shall not applyto a Government Company. Consequently there is no requirement of disclosure of the ratioof the remuneration of each Director to the median employee's remuneration and othersuch details including the statement showing the names and other particulars of everyemployee of the Company who if employed throughout/part of the financial year was inreceipt of remuneration in excess of the limits set out in the Rules are not provided interms of Section 197(12) of the Act read with Rule 5 (1) / (2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014. The Chairman &Managing Director and the Whole-time Directors of the Company did not receive anyremuneration or commission from any of its Subsidiaries.

BPCL being a Government Company its Directors are appointed/nominatedby the Government of India as per the Government / DPE Guidelines which also includefixation of pay criteria determining of qualifications and other matters.

CORPORATE GOVERNANCE

The Report on Corporate Governance together with the Certificate oncompliance of Corporate Governance from Practicing Company Secretary is appended asAnnexure D as required under Listing Regulations and Department of Public EnterprisesGuidelines of Corporate Governance for Central Public Sector Enterprises.

SECRETARIAL STANDARDS

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

SOCIAL ENVIRONMENTAL ECONOMIC STAKEHOLDER CUSTOMER HEALTH ANDSAFETY RESPONSIBILITIES AND BUSINESS RESPONSIBILITY REPORT

The Company is committed to be a responsible Corporate Citizen in thesociety which leads to sustainable growth and economic development for the nation as wellas all stakeholders. In order to be a responsible business to meet its commitment theBoard of Directors of the Company have adopted and delegated to the SustainabilityCommittee the implementation of a Business Responsibility Policy based on the principlesof National Voluntary Guidelines on Social Environmental and Economic Responsibilities ofBusiness as issued by the Ministry of Corporate Affairs Government of India. BPCL'sSustainability Report is in accordance with the Global Reporting Initiative (GRI).

As stipulated under the Listing Regulations the BusinessResponsibility Report describing the initiatives taken by the Company from theenvironmental social and governance perspective is appended as part of the Annual Report.

TRANSACTION WITH RELATED PARTIES

The required information on transactions with related parties areprovided in Annexure G in Form AOC-2 in accordance with Section 134(3) of the Act and Rule8(2) of the Companies (Accounts) Rules 2014. Apart from transactions mentioned in AOC-2form during the financial year the Company entered into contracts or arrangements withrelated parties which were in the ordinary course of business and on an arm's lengthbasis.

The Policy on related party transactions including material relatedparty is available on the Company's website at the linkhttps://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/jointventures and has made investments in compliance with the provisions of the Companies Act2013. The disclosure in this regard as required under Regulation 34 read with Schedule Vof SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is given inAnnexure H.

RISK MANAGEMENT

The Risk Management Committee has been constituted by the Board. TheBoard has defined the roles and responsibilities of the Risk Management Committee whichincludes reviewing and recommending of the risk management plan comprising risks assessedand their mitigation plans and reviewing and recommending the risk management report forapproval of the Board with the recommendation of the Audit Committee. The Company'sinternal financial controls and risk management systems are assessed by the AuditCommittee/Board. The Company has adopted a Risk Management Charter and Policy forself-regulatory processes and procedures for ensuring the conduct of the business in arisk-conscious manner and for managing risks on an ongoing basis.

Accordingly the Company has adopted Enterprise Risk Management PolicyCommodity Risk Management Policy and Financial Risk Management Policy. As per the RiskManagement 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 andDevelopment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) / (5) of the Companies Act 2013 theDirectors of the Company confirm that: a) In the preparation of the Annual Accounts forthe year ended 31 March 2022 the applicable Accounting Standards have been followed alongwith proper explanation relating to material departures; b) The Directors have selectedsuch accounting policies and applied them consistently and made judgements and estimatesthat are reasonable and prudent so as to give a true and fair view of the state ofaffairs of the Company at the end of the financial year and of the profit and loss of theCompany for that period; c) The Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; d) The Directors have prepared the annual accounts on a ‘goingconcern' basis; e) The Directors have laid down internal financial controls to befollowed by the Company and such internal financial controls are adequate and areoperating effectively; and f) The Directors have devised proper systems to ensurecompliance with the provisions of all applicable laws and such systems are adequate andoperating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board places on record its deep gratitude for the contribution andguidance given by the following directors who demitted office during the year 2021-22 andtill date of the report: Shri N. Vijayagopal Director (Finance) superannuated at theclose of office hours on 31.07.2021. He was also the Chief Financial Officer of theCompany. Shri Rajesh Aggarwal Government Director ceased to be a Director of the Companyw.e.f. 23.09.2021 on cessation of his tenure as Additional Secretary and Financial Adviserof Ministry of Petroleum and Natural Gas. Shri K. Padmakar Director (Human Resources)superannuated at the close of office hours on 31.12.2021.

Shri K. Ellangovan Government Director ceased to be a Director of theCompany w.e.f. 01.02.2022 on his retirement as Principal Secretary Industries &NORKA Government of Kerala. Shri Harshadkumar P. Shah ceased to be a Director of theCompany w.e.f. 16.07.2022 on completion of his tenure. Shri Arun Kumar Singh Director(Marketing) took over charge of Chairman & Managing Director w.e.f. 07.09.2021 andalso holds additional charge of Director (Marketing) w.e.f 14.09.2021. He also heldadditional charge of Director (Refineries) up to 21.02.2022.

Shri Vetsa Ramakrishna Gupta was appointed as Chief Financial Officerof the Company w.e.f. 01.08.2021. He was appointed as an Additional Director and Director(Finance) w.e.f. 07.09.2021 and holds additional charge of Director (Human Resources)w.e.f 01.01.2022. Further he was appointed as Director by shareholders in the last AGMheld on 27.09.2021.

Shri Gudey Srinivas Government Director was appointed as anAdditional Director of the Company w.e.f. 13.10.2021 and he was appointed as Director byshareholders by way of Postal Ballot w.e.f. 17.04.2022.

Independent Directors Shri Pradeep Vishambhar Agrawal Shri GhanshyamSher Dr. (Smt.) Aiswarya Biswal Prof. (Dr.) Bhagwati Prasad Saraswat and Shri GopalKrishan Agarwal were appointed as Additional Directors of the Company w.e.f. 12.11.2021and subsequently they were appointed as Independent Directors by shareholders by way ofPostal Ballot w.e.f. 17.04.2022.

Shri Sanjay Khanna Director (Refineries) was appointed as anAdditional Director of the Company w.e.f. 22.02.2022. Further he was appointed asDirector (Refineries) by shareholders by way of Postal Ballot w.e.f. 17.04.2022.

Shri Suman Billa Government Director was appointed as an AdditionalDirector of the Company w.e.f. 16.03.2022. Further he was appointed as Director byshareholders by way of Postal Ballot w.e.f. 17.04.2022.

Shri Vetsa Ramakrishna Gupta would be retiring by rotation at theensuing Annual General Meeting and being eligible offers his candidature forreappointment. A brief bio-data of Shri Vetsa Ramakrishna Gupta is provided in the Notice.

DECLARATION OF INDEPENDENCE

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

FAMILIARISATION PROGRAMMES

The Company has adopted a policy for the training requirements of BoardMembers. The details thereof with the programs sponsored for familiarization ofIndependent Directors with the Company are available at the Company's web linkhttps://www.bharatpetroleum.in/bharat-petroleum-for/Investors/Details%20of%20Familiarization%20Progra mmes.pdf

AUDIT COMMITTEE

The details of the composition of the Audit Committee terms ofreference meetings held etc. are provided in the Corporate Governance Report whichforms part of this Report. During the year there were no cases where the Board had notaccepted any recommendation of the Audit Committee.

VIGIL MECHANISM

There exists a vigil mechanism to report genuine concerns in theCompany. The Company has implemented the Whistle Blower Policy to ensure greatertransparency in all aspects of the Company's functioning. The objective of the policyis to build and strengthen a culture of transparency and to provide employees with aframework for responsible and secure reporting of improper activities.

The vigil mechanism provides for adequate safeguards againstvictimization of persons who use the mechanism and has provision for direct access to theChairperson of the Audit Committee in appropriate or exceptional cases. The details ofestablishment of such a mechanism are disclosed at the Company's web linkhttps://www.bharatpetroleum.in/bharat-petroleum-for/Investors/Whistle%20Blower%20policy.pdf

NUMBER OF MEETINGS OF THE BOARD AND COMMITTEES OF THE BOARD

Fourteen 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 themembers thereat are provided in the Corporate Governance Report which forms a part of thisReport. The intervening gap between the Board meetings was within the period prescribedunder the Companies Act 2013 and the Listing Regulations.

ANNUAL RETURN

As required under Section 92 (3) of the Companies Act 2013 the AnnualReturn of the Company for the year 2021-22 is available on the Company website at thefollowing link: https://www.bharatpetroleum.in/bharat-petroleum-for/Investors/Shareholders-Meetings/Annual-Ge neral-Meeting.aspx.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIALSTATEMENTS

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

STATUTORY AUDITORS

M/s. Kalyaniwalla and Mistry LLP Chartered Accountants Mumbai andM/s. K.S. Aiyar & Co Chartered Accountants Mumbai were appointed as StatutoryAuditors for the year 2021-22 by the Comptroller & Auditor General of India(C&AG) under the provisions of Section 139(5) of the Companies Act 2013. They willhold office till conclusion of the ensuing Annual General Meeting. C&AG is in theprocess for appointment of Statutory Auditors for the Financial Year 2022-23.

The Auditors' Report for the year 2021-22 does not contain anyqualification reservation or adverse remark.

REPORTING OF FRAUDS BY AUDITORS

The Auditors in their report for the year have not reported anyinstance of fraud committed by the officers/employees of the Company.

COST RECORD AND COST AUDIT

The Company has prepared and maintained cost records as prescribedunder Section 148(1) of the Companies Act 2013 for the year 2021-22. The Cost AuditReport for the year 2020-21 has been filed with the Ministry of Corporate Affairs beforedue date in XBRL Format. The Cost Auditors for year 2020-21 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 2021-22. TheCost Auditor shall within a period of 180 days from the closure of the financial yearforward the Cost Audit Report and the Company is required to file the Cost Audit Reportwithin 30 days of receipt of the same.

SECRETARIAL AUDITOR

The Board had appointed M/s. Upendra Shukla Company Secretary toconduct the Secretarial Audit for the year 2021-22. The Secretarial Audit Report for theyear ended March 31 2022 is appended as Annexure I to this Report. The Secretarial AuditReport contains observations that during the period under review the Company has compliedwith the provisions of the Act Rules Regulations Guidelines Standards etc. asapplicable to the Company except to the extent as mentioned below: i. The Company did nothave a) Optimum combination of executive and non-executive directors as required underRegulation 17(1)(a) of SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 during the period 01/04/2021 till 11/11/2021. b) Requisite number ofIndependent Directors on the Board as required under Section 149(4) of the Act andRegulation 17(1)(b) of SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 during the period 01/04/2021 till 11/11/2021. c) Minimum 6 directors asrequired for top 1000 listed companies during the period 01/08/2021 till 06/09/2021 andduring the period 23/09/2021 till 12/10/2021.

d) A woman Independent Director as required under Section 149 of theAct read with Companies (Appointment and Qualification of Directors) Rules 2014 andRegulation 17(1)(a) of SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 during the period 01/04/2021 to 11/11/2021. e) Proper composition of theAudit Committee as required under Section 177(2) of the Act and Regulation 18(1)(a) (b)and (d) of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 andNomination and Remuneration Committee as required under Section 178(1) of the Act andRegulation 19(1)(a) of SEBI during the period 01/04/2021 to 11/11/2021. ii. The Companyhas not held any meeting of Audit Committee as required under Regulation 18(2)(a) of SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015 during the periodfrom 01/04/2021 to 10/01/2022.

Explanations by the Board to the above observations in the SecretarialAuditor Report: Bharat Petroleum Corporation Ltd (BPCL) is a Government Company under theAdministrative Control of Ministry of Petroleum and Natural Gas. Thenomination/appointment of all categories of directors are done by Government of India inaccordance with the laid down guidelines of Department of Public Enterprises. Accordinglythe subject matter of nomination/appointment of adequate number of Independent Directorsincluding Woman Director falls under the purview of the Government of India. BPCL has fromtime to time communicated to the Ministry of Petroleum & Natural Gas with respect tothe requirements of Independent Directors including Woman Director under the CompaniesAct 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015.BPCL was not able to constitute an Audit and Nomination and Remuneration Committee as BPCLhad only one Independent Director during the period referred by the Secretarial Auditor.However all the obligations of these Committees were exercised by the Board of Directors.After continuous follow up the Govt. of India vide their letter dated 08.11.2021 hadcommunicated the nomination of

ve Independent Directors on the Board including Women

Independent Director. Accordingly these Directors were inducted on theBoard w.e.f. 12.11.2021. As a result as on 12.11.2021 BPCL had six IndependentDirectors two Govt. Directors and three whole-time Directors.

Accordingly BPCL reconstituted Audit Committee & Nomination andRemuneration Committee on 4.12.2021 after proper induction programme to the IndependentDirectors and as on date BPCL has complied with respective provisions under Companies Act2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015.

GENERAL

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

The Company has an Internal Complaints Committee (ICC) to addresscomplaints pertaining to sexual harassment in the workplace. During the year two (2)complaints of sexual harassment were received in respect of the employees and one (1)complaint was disposed off during the year 2021-22 by the Internal Complaints Committeeand one (1) complaint was pending for more than 90 days where the enquiry has beenconcluded and the report is being finalized. The Company has worked extensively oncreating awareness on the relevance of sexual harassment issues and has conducted fifteenawareness programs for employees.

ACKNOWLEDGEMENTS

The Directors convey their appreciation for the admirable performanceof the Company which has been made possible by the sterling efforts of the employees.They have exhibited time and again their deep commitment and passion for results whichhas propelled the Company to the vaunted position it enjoys today. The Directorsacknowledge the support and guidance received from various Ministries of the Government ofIndia particularly the Ministry of Petroleum & Natural Gas and from various StateGovernments which has paved the path for BPCL's march of success.

Our passion to excel in all endeavors is invigorated by the trust andloyalty of our customers business partners and shareowners who are a constant source ofinspiration. In this profound journey the Directors stand committed as ever to steer theCompany towards an even more promising future.

For and on behalf of the Board of Directors
Sd/-
Arun Kumar Singh
Chairman & Managing Director
Place: Mumbai
Date: July 29 2022

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