BPCL Seeks Shareholder Approval for ₹8,438 Crore Related Party Transaction with Petronet LNG

Mumbai, March 27, 2026:  Bharat Petroleum Corporation Limited (BPCL), a leading public sector undertaking (PSU) under the Government of India, has initiated a postal ballot process to secure shareholder approval for a material related party transaction (RPT) with Petronet LNG Limited. The proposed transaction, valued at up to ₹8,438.61 Crore for the financial year 2026-27, involves the purchase of Regasified Liquefied Natural Gas (RLNG) and the availing of associated services.

In a regulatory filing to the BSE (Scrip Code: 500547) and NSE (Symbol: BPCL) on Friday, the company announced that the postal ballot notice was issued on March 26, 2026. The approval is sought for an ordinary resolution concerning transactions to be entered into with Petronet LNG, which is classified as an associate company of BPCL, where BPCL holds a 12.50% stake.

Details of the Material Transaction

The primary component of the proposed transaction, accounting for nearly 95% of the total value, is the purchase of RLNG. The remaining value pertains to other services to be availed at Petronet LNG's Kochi and Dahej terminals, including regasification and lorry loading.

According to the explanatory statement attached to the notice, the transaction is considered "material" under the SEBI (Listing Obligations and Disclosure Requirements) (LODR) Regulations, 2015. This is because the estimated transaction value exceeds the prescribed threshold limit of ₹5,000 Crore.

A Historical Precedent

BPCL has a long-standing commercial relationship with Petronet LNG, engaging in similar transactions over the past several years. The document highlights the value of these transactions in recent years:

• FY 2024-25: ₹7,741.57 Crore

• FY 2023-24: ₹7,913.19 Crore

• FY 2022-23: ₹9,275.03 Crore

For the current financial year (FY 2025-26), shareholders had previously approved a total of ₹8,850 Crore via a postal ballot in February 2025.

E-Voting Process and Timeline

In compliance with circulars from the Ministry of Corporate Affairs (MCA) and SEBI, the voting for this resolution will be conducted solely through remote e-voting. Physical copies of the postal ballot form will not be sent to members.

• Cut-off Date for Eligibility: Monday, March 23, 2026. Only members whose names appear on the register of members or beneficial owners as of this date are eligible to vote.

• E-Voting Period: The remote e-voting facility will commence at 9:00 AM on Monday, March 30, 2026, and will remain open until 5:00 PM on Tuesday, April 28, 2026.

• Result Announcement: The results of the postal ballot, along with the scrutinizer's report, are scheduled to be announced by 5:00 PM on Thursday, April 30, 2026.

The company has appointed Shri Nrupang Dholakia from M/s. Dholakia & Associates LLP, Practicing Company Secretaries, as the scrutinizer to oversee the voting process in a fair and transparent manner.

Regulatory Compliance

The transaction has been reviewed and recommended by the company's Audit Committee and Board of Directors. As per Regulation 23(4) of the SEBI LODR Regulations, prior approval of the members is mandatory for material related party transactions. An important condition of the vote is that no related party is allowed to vote on the resolution.

The notice and accompanying explanatory statement are available on the company's website, as well as on the websites of the stock exchanges and the National Securities Depository Limited (NSDL), which is providing the e-voting platform.

About BPCL: Bharat Petroleum Corporation Limited is a Fortune Global 500 company and a leading player in the Indian energy sector, involved in the refining, distribution, and marketing of petroleum products.