Notice of 73rd Annual General Meeting of BPCL

BHARAT PETROLEUM CORPORATION LTD. 3ITTcf <Wl5R cl5T 3"Qwl< A Govt. of India Enterprise Sec. 3.4.1 3rd August 2026 The Secretary, The Secretary, BSE Ltd., National Stock Exchange of India Ltd., Phiroze Jeejeebhoy Towers, Exchange Plaza, Plot No C/1, Dalal Street, G Block, Bandra-Kurla Complex, Mumbai 400 001 Mumbai 400051 BSE Scrip Code: 500547 NSE Symbol: BPCL Dear Sir/Madam, Sub: Notice of Annual General Meeting The 73rd Annual General Meeting (AGM) of the Company will be held on Thursday, 27th August 2026, at 1030 hrs IST through Video Conferencing (VC)/Other Audio Video Means (OAVM), in compliance with all applicable provisions of the Companies Act, 2013 and as per relevant circulars issued by the Ministry of Corporate Affairs and Securities and Exchange Board of India. The notice of AGM is enclosed herewith. The Notice of AGM and Annual Report for the financial year 2025-26 is uploaded on the website of the Company at www.bharatpetroleum.in. This is for your information. Thanking You, Yours faithfully, For Bharat Petroleum Corporation Limited (V. Kala) Company Secretary ~ mR, 4 {'cf 6, clffi+lm<lits. ~ ~. l:IRG~:a,. 688, 1~-400 001. q;r::r: 2271 3000/4000. ~: 2271 3874 Bharat Bhavan. 4 & 6. Currimbhoy Road, Ballard Estate, P. B. No.688, Mumbai-400 001. Phone: 2271 3000/4000. Fax: 22713874 email: info'g!bh3ratpetroleurn.in website· www bharatpetroleum in CIN· L23220MH 1952GOI008931 NOTICE TO THE MEMBERS Notice is hereby given that the 73rd Annual General Meeting of the members of Bharat Petroleum Corporation Limited (“the Company”) will be held on Thursday, August 27, 2026 at 10.30 a.m. IST through Video-Conferencing (“VC”)/Other Audio Visual Means (“OAVM”) to transact the following Ordinary and Special Business:- A. Ordinary Business 1) To receive, consider and adopt (a) the Audited Financial Statements of the Company for the Financial Year ended March 31, 2026 (b) the Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2026; and the Reports of the Board of Directors, the Statutory Auditors and the Comments of the Comptroller & Auditor General of India thereon. 2) To confirm the payments of First and Second Interim Dividend on Equity Shares for the Financial Year ended March 31, 2026. 3) To appoint a Director in place of Shri Vetsa Ramakrishna Gupta, Director (DIN: 08188547), who retires by rotation and being eligible, offers himself for reappointment. 4) To authorize the Board of Directors of the Company to fix the remuneration of the Joint Statutory Auditors of the Company for the FY 2026-27 in terms of the provisions of Section 139(5) read with Section 142 of the Companies Act, 2013 and to consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution:- “RESOLVED THAT the Board of Directors of the Company be and is hereby authorized to decide and fix the remuneration of the Joint Statutory Auditors of the Company as appointed by the Comptroller & Auditor General of India for the FY 2026-27.” B. Special Business 5) Ratification of the remuneration of the Cost Auditors for the FY 2026-27 To consider and if thought fit, to pass the following Resolution as an Ordinary Resolution:- “RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 as amended from time to time, the remuneration to the Cost Auditors viz. M/s. Dhananjay V. Joshi & Associates., Cost Accountants and M/s. Rohit & Associates, Cost Accountants, to conduct the audit of the cost records of the Company for the Financial Year ending March 31, 2027 as approved by the Board of Directors of the Company and as set out below, be and is hereby ratified. Name of the Cost Auditors Activities/Location Audit fees M/s. Dhananjay V. Joshi & BPCL’s activities where cost records are to be maintained I 4,00,000 plus applicable tax and Associates including refineries, products pipelines, biofuel plants etc. reasonable out of pocket expenses (Lead Auditor) (other than lubricants) M/s. Rohit & Associates Lubricants Oil Blending Plants– Wadilube, Tondiarpet, Budge- I 1,50,000 plus applicable tax and Budge, Loni, Rasayani etc. reasonable out of pocket expenses RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all such acts, deeds and things, and to take all such steps as may be necessary or expedient to give effect to this Resolution.” 6) Appointment of Shri Vedveer Arya as Director To consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution:- “RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions of the Companies Act, 2013 (“Act”) and the Rules framed thereunder, as amended from time to time, Regulation 17 and all other applicable Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and in terms of letter from Ministry of Petroleum & Natural Gas, Shri Vedveer Arya (DIN: 09311512), who was appointed by the Board of Directors as an Additional Director of the Company with effect from March 09, 2026 and who holds office up to the date of this Annual General Meeting of the Company in terms of Section 161 of the Act and in respect of whom the Company has received a Notice in writing under Section 160 of the Act proposing his candidature for the office of Director of the Company, be and is hereby appointed as Director of the Company, who would be liable to retire by rotation. RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to do all such acts and to take all such steps as may be necessary, proper or expedient to give effect to this Resolution.” 84 Bharat Petroleum Corporation Limited Introduction Business Overview ESG Performance Overview Statutory Reports Financial Statements 7) Appointment of Shri Pushp Kumar Nayar as Director (Human Resources) To consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution:- “RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions of the Companies Act, 2013 (“Act”) and the Rules framed thereunder, as amended from time to time, Regulation 17 and all other applicable Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), and in terms of the letter from Ministry of Petroleum & Natural Gas, Shri Pushp Kumar Nayar (DIN: 10062914), who was appointed by the Board of Directors as an Additional Director and Director (Human Resources) with effect from May 27, 2026 and who holds office up to the date of this Annual General Meeting of the Company in terms of Section 161 of the Act and in respect of whom the Company has received a Notice in writing under Section 160 of the Act proposing his candidature for the office of Director (Human Resources) of the Company, be and is hereby appointed as Director (Human Resources) of the Company, liable to retire by rotation, till the date of his superannuation or until further orders from the Ministry of Petroleum & Natural Gas, whichever is earlier. RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this Resolution.” 8) Amendment in the object clause of the Memorandum of Association of the Company To consider and, if thought fit, to pass the following Resolution as a Special Resolution:- “RESOLVED THAT pursuant to the provisions of Section 13 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder, as amended, and subject to the other approvals, permissions and sanctions a [Showing first 8,000 characters — download PDF for full document]