Bharat Petroleum Corpn. Ltd. — Proxy Solicitation & Information Statement 2024

May 10, 2024

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Sec.3.4.3

10[th] May, 2024

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 Postal Ballot

In terms of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we enclose herewith Notice of Postal Ballot dated 10.5.2024 for seeking approval of the shareholders in respect of the following Ordinary Resolution :-

Item No.	Resolution	Description of the Resolution
1.	Ordinary	Issue of Bonus shares

This is for your information.

Thanking you,

For Bharat Petroleum Corporation Limited

Digitally signed by KALA V KALA V Date: 2024.05.10 18:57:30 +05'30'

(V. Kala) Company Secretary

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BHARAT PETROLEUM CORPORATION LIMITED

Corporate Identification Number (CIN): L23220MH1952GOI008931 Registered Office: Bharat Bhavan,

4&6 Currimbhoy Road, Ballard Estate, Mumbai 400001 Tel. No: 2271 3000/4000

E-mail: info@bharatpetroleum.in Website: www.bharatpetroleum.in

Notice of Postal Ballot

[Pursuant to Section 110 of the Companies Act, 2013 and Companies (Management and Administration) Rules, 2014 and MCA Circulars]

Notice is hereby given that pursuant to the provisions of Sections 108, Sections 110 and other applicable provisions, if any, of the Companies Act, 2013 (" Act ") read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“ Rules ”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ Listing Regulations ”), Secretarial Standard-2 issued by Institute of Company Secretaries of India (“SS-2”), (including any amendment(s), statutory modification(s) and/ or re-enactment thereof for the time being in force), read with General Circular 09/2023 dated 25[th] September, 2023 issued by Ministry of Corporate Affairs (“ MCA Circulars ”) and such other applicable laws and regulations, the Ordinary Resolution as set out in this notice are proposed for approval of the members of the Company (“ Members ”) through Postal Ballot by electronic voting (" e-voting ").

Item No. 1: Issue of Bonus shares

To consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution:-

“RESOLVED THAT

• i) pursuant to Section 63 of the Companies Act, 2013 and other applicable provisions, if any, including rules notified thereunder, as may be amended from time to time, and Article 110 of the Articles of Association of the Company and in accordance with the Securities & Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“the Regulations”) and subject to such consents and approvals as may be required from the appropriate authorities and subject to such terms and modifications as may be specified while according such approvals, the Board of Directors of the Company (“the Board or the Board of Directors" which term shall be deemed to include any Committee authorised to exercise powers) be and is hereby authorised to capitalize a sum of Rs.2169,25,27,440 (Rupees Two Thousand One Hundred and Sixty Nine Crore Twenty Five Lakh Twenty Seven Thousand Four Hundred and Forty only) out of the Company’s Securities Premium Account to be utilized for the purpose, as per the audited accounts of the Company for the financial year ended March 31, 2024 and that the said amount be transferred to the Share Capital Account and be applied for issue and allotment of equity shares not exceeding 216,92,52,744 equity shares of Rs.10 each as bonus equity shares credited as fully paid up, to the eligible members of the Company holding equity shares of Rs.10 each whose names appear in the Register of Members / Beneficial Owners’ position of the Company on the Record Date, in the proportion of one new equity bonus share of Rs.10 for every one existing paid up equity share of Rs.10 and that the new bonus shares so issued and allotted shall be treated for all purposes as an increase of the nominal amount of the equity share capital of the Company held by each such members and not as income.

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• ii) No letter of allotment shall be issued in respect of the bonus shares and the new equity shares of Rs.10 each to be issued and allotted as bonus shares shall be subject to the provisions of the Memorandum & Articles of Association of the Company and shall be issued in dematerialized form only and shall rank pari passu in all respects and carry the same rights as the existing fully paid equity shares of the Company and that these bonus shares shall be eligible for the final dividend for the year ended 31[st] March, 2024 and also be entitled to participate in full in any dividend/s to be declared thereafter.

• iii) the allotment of shares in bonus issue shall be made only in dematerialized form and thus, in case of members who hold equity shares in dematerialized form, the bonus equity shares shall be credited to the respective beneficiary accounts of the Members with their respective Depository Participant(s) and in the case of Members who hold equity shares in physical form, the bonus equity shares shall be transferred to the Demat Suspense Account as per the SEBI Regulations.

• iv) the allotment of the new equity bonus shares to the extent that they relate to nonresident members of the Company, Foreign Portfolio Investor (FPIs), Person of Indian Origin (PI), Overseas Corporate Bodies (OCBs) and other Foreign Investors, shall be subject to the approval, if any, of the Reserve Bank of India under the Foreign Exchange Management Act, 1999, other regulatory authorities as may be deemed necessary.

• v) the Board be and is hereby authorized to take necessary steps for listing of the bonus shares so allotted on the Stock Exchanges where the securities of the Company are listed as per the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws and regulations.

• vi) for the purpose of giving effect to this Resolution, the Board, the Committee authorized by the Board and other designated officers of the Company be and are hereby authorized to do all such acts, deeds, matters and things as may in its absolute discretion, deem necessary, expedient including settling any question, doubt or difficulties that may arise in this regard at any stage without requiring the Board to secure any further consent or approval of the Members of the Company to the end and intent that they shall be deemed to have given their approval thereto and for matters connected herewith or incidental hereto expressly by the authority of this Resolution.”

By Order of the Board of Directors For Bharat Petroleum Corporation Limited Sd/-

(V. Kala) Company Secretary

Place : Mumbai Date : 10[th] May, 2024

Registered Office:

Bharat Bhavan, 4 & 6 Currimbhoy Road, Ballard Estate, Mumbai 400 001 CIN: L23220MH1952GOI008931 Phone: 2271 3000 / 4000 Email: info@bharatpetroleum.in Website: www.bharatpetroleum.in

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Notes:

1. In compliance with the MCA Circulars, the Company is sending this Postal Ballot Notice to the Members in electronic form only. The communication of the assent or dissent of the Members would also take place through e-voting only. The requirements provided under Rule 20 of the Rules relating to e-voting shall be applicable mutatis mutandis for passing of Resolution through Postal Ballot by voting through electronic means (“ remote e- voting” ).

2. For voting through remote e-voting as per the facilities arranged by the Company, Members are requested to read the instructions in the Notes under the section “The Process and manner of voting electronically using NSDL e-Voting system” of this Notice.

3. The Explanatory Statement pursuant to Sections 102 and 110 of the Act read with applicable Rules made thereunder and Secretarial Standard- 2 on General Meetings (“ SS2 ”) stating all material facts and the reasons for the proposal is annexed herewith and forms a part of the Notice.

4. In accordance with the MCA and SEBI Circulars, the Company is sending this Notice for Postal Ballot to the members in electronic form only. Physical copies of the Notice along with Postal Ballot Form and pre-paid business reply envelope are not being sent to members for this Postal Ballot. In line with the MCA Circulars, Postal Ballot notice will be available on the website of the Company at www.bharatpetroleum.in. The Notice can also be accessed from the websites of the Stock Exchanges i.e., BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and will also be available on the website of National Securities Depository Limited (NSDL) (agency for providing the remote e-voting facility) i.e., www.evoting.nsdl.com.

5. The Notice is being sent only through electronic mode to those Members whose names appear in the Register of Members / Beneficial Owners as received from NSDL and CDSL as on Thursday, 9[th ] May, 2024 and whose e-mail IDs are registered with the Company / Depositories (NSDL/CDSL). Members who have not registered their e-mail address are requested to register the same in respect of shares held in electronic form with the Depository through their Depository Participant(s) and in respect of shares held in physical form by writing to the Registrar and Transfer Agents (RTA) of the Company, M/s Data Software Research Company Limited (DSRC) at bpcl@dsrc-cid.in with details of folio number and attaching a self-attested copy of PAN card. Details are available at https://www.bharatpetroleum.in/bharat-petroleum-for/Investors/Form%20ISR1%20KYC%20details%20updation.pdf

6. In accordance with the MCA Circulars, Members can vote only through the remote e- voting process. Members whose names appear on the Register of Members/Register of Beneficial Owners as on cut-off date i.e. Thursday, 9[th ] May, 2024 will only be considered for the purpose of e-voting. A person who is not a member as on the cut-off date should treat this notice of Postal Ballot for information purpose only.

7. The remote e-voting period will commence from 9.00 a.m. on Sunday, 12[th] May, 2024 and ends at 5.00 p.m. on Monday, 10[th] June, 2024. The remote e-voting module shall be disabled by NSDL for voting thereafter. The members as per para (6) above, are therefore requested to give their assent / dissent for the Resolution contained in this notice by remote e-voting during the time period mentioned above.

8. Votes cast during the above time schedule will only be eligible for being considered. In case vote is not cast during the above time schedule it will be strictly considered that no vote has been received from the shareholder.

9. The Company has, in compliance with Rule 22 (5) of the Rules, appointed Smt. Ragini Chokshi (C.P. No. 1436) Practising Company Secretary (Membership No.: 2390) of Ragini Chokshi & Co., Company Secretaries, as Scrutinizer for conducting the Postal Ballot in a fair and transparent manner.

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1. The Scrutinizer after the conclusion of the remote e-voting on Monday, 10[th] June, 2024 will submit the Consolidated Scrutinizer's Report within the prescribed time to the Chairman & Managing Director of the Company or any other person authorized by him in writing upon completion of the scrutiny of the votes cast through remote e-voting.

2. The Result of the Postal Ballot will be announced on or before 5.00 pm on Wednesday, 12[th] June, 2024 at the Registered Office of the Company at Bharat Bhavan, 4&6 Currimbhoy Road, Ballard Estate, Mumbai 400 001.

3. The Results declared along with the report of the scrutinizer shall be placed on the website of the Company at www.bharatpetroleum.in, website of NSDL at www.evoting.nsdl.com and will also be available on the websites of the Stock Exchanges i.e., BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively.

4. Resolution passed by the members through Postal Ballot are deemed to have been passed as if they have been passed at a General Meeting of the members.

5. The voting rights for equity shares are one vote per equity share, registered in the name of the members. Voting rights shall be reckoned on the equity shares registered in the name of the members as on Thursday, 9[th ] May, 2024. Once the vote is cast on the Resolution, it cannot be modified.

6. In compliance with Sections 108 and 110 of the Act and the rules made there under, the MCA Circulars and Regulation 44 of the Listing Regulations, the Company has provided the facility to the Members to exercise their votes electronically and vote on the Resolution through the e-voting service facility arranged by NSDL. The instructions for e- voting are provided as part of this Postal Ballot Notice.

7. Members are requested to read the instructions in the Notes under the section “The Process and manner of voting electronically through e-Voting system” in this Postal Ballot Notice. Members are requested to cast their vote through the e-voting process from 9.00 a.m. Sunday, 12[th] May, 2024 to 5.00 p.m. on Monday, 10[th] June, 2024. Votes cast during the above time schedule will only be eligible for being considered.

8. The Resolution, if passed by the requisite majority shall be deemed to have been passed on Monday, 10[th] June, 2024, the last date specified for receipt of votes through the e-voting process.

9. The vote in this Postal Ballot cannot be exercised through proxy.

10. Relevant documents, if any, referred to in this Notice and the Explanatory Statement pursuant to Section 102 of the Act, will be available for inspection via electronic mode from the date of circulation of this Notice upto the last date of remote e-voting. Members seeking to inspect such documents can send an email to ssc@bharatpetroleum.in.

11. Members may send their queries related to item included in the Postal Ballot notice on the email ssc@bharatpetroleum.in from their registered email address, mentioning their name, folio number / DP ID- Client ID as applicable, mobile number, copy of PAN Card.

- Process and manner of voting electronically using NSDL e Voting system

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

- Step 1: Access to NSDL e Voting system

- A) Login method for e Voting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email id in their demat accounts in order to access e-Voting facility.

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Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders

Login Method

Individual Shareholders holding securities in demat mode with NSDL.

1. ExistingIDeASuser can visit the e-Services website of NSDL Viz.https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner”icon under“Login” which is available under‘IDeAS’section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e- Voting services under Value added services. Click on “Access to e-Voting”under e-Voting services and you will be able to see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 2. If you are not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com . Select “Register Online for IDeAS Portal”or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience. NSDLMobileAppisavailableon tiApp Store ~GooglePlay

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Type of shareholders	Login Method
Individual Shareholders holding securities in demat mode with CDSL	1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password. 2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available onwww.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.
Individual Shareholders (holding securities in demat mode) login through their depository participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at above mentioned website.

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Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Logintype	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.com or call at 022 - 4886 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33
B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode. How to Log-in to NSDL e-Voting website? 1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. 2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. 3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in athttps://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically. 4. Your User ID details are given below : Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical Your User ID is: a) For Members who hold shares in demat account with NSDL. 8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**. b) For Members who hold shares in demat account with CDSL. 16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12** c) For Members holding shares in Physical Form. EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001**

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1. Password details for shareholders other than Individual shareholders are given below: a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

2. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

3. c) How to retrieve your ‘initial password’?

   • (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

   • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.

4. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password: a) Click on “ Forgot User Details/Password? ”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

5. b) “Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

6. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

7. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

8. 1. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

9. Now, you will have to click on “Login” button. 9. After you click on the “Login” button, Home page of e-Voting will open

Step 2: Cast your vote electronically on NSDL e-Voting system.

How to cast your vote electronically on NSDL e-Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e- Voting period.

3. Now you are ready for e-Voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

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General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to mail@csraginichokshi.com with a copy marked to evoting@nsdl.com. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "eVoting" tab in their login.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

3. In case of any queries/ grievance , you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on : 022 - 4886 7000 or send a request to Ms. Pallavi Mhatre, Senior Manager, NSDL, 4[th] Floor. ‘A’ Wing, Trade World, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai 400013 at evoting@nsdl.co.in

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolution set out in this notice :

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to ssc@bharatpetroleum.in.

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to ssc@bharatpetroleum.in. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A ) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode.

3. Alternatively, shareholder/members may send a request to evoting@nsdl.com for procuring user id and password for e-voting by providing above mentioned documents.

4. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

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ANNEXURE TO THE NOTICE OF THE POSTAL BALLOT

Explanatory Statement Pursuant to Section 102 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014

Item 1: Issue of Bonus shares

The Board of Directors at the meeting held on 9[th ] May, 2024 has recommended the capitalization of sum of Rs.2169,25,27,440 (Rupees Two Thousand One Hundred and Sixty Nine Crore Twenty Five Lakh Twenty Seven Thousand Four Hundred and Forty only) out of Securities Premium Account for issue and allotment of bonus equity shares in the proportion of one new bonus equity share of Rs.10 each for every one existing equity shares of Rs.10 each held by the Members on the Record Date i.e. Saturday, 22[nd] June, 2024. Accordingly, 216,92,52,744 equity shares of Rs.10 would be issued as fully paid up bonus shares to the shareholders of the Company. Consequently, the paid up equity share capital of the Company would increase to Rs.4338,50,54,880 (Rupees Four Thousand Three Hundred and Thirty Eight Crore Fifty Lakh Fifty Four Thousand Eight Hundred and Eighty only) consisting of 433,85,05,488 fully paid up equity shares of Rs.10 each.

The new equity shares of Rs.10 each to be issued and allotted as bonus shares shall be subject to the provisions of the Memorandum & Articles of Association of the Company and shall rank pari passu in all respects and carry the same rights as the existing fully paid equity shares of the Company and that these bonus shares shall be eligible for the final dividend for the year ended 31[st] March, 2024 and also be entitled to participate in full in any dividend/s to be declared thereafter.

The allotment of shares in bonus issue shall be made only in dematerialized form and thus, in case of Members who hold equity shares in dematerialized form, the bonus equity shares shall be credited to the respective beneficiary accounts of the Members with their respective Depository Participant(s) and in the case of Members who hold equity shares in physical form, the bonus equity shares shall be transferred to the Demat Suspense Account as per the SEBI Regulations and on receiving the details of demat account from the shareholders, such Bonus Shares shall be credited to the concerned demat account of the shareholders, as per SEBI Regulations.

The proposed issue of bonus shares will be in line with the provisions of Section 63 of the Companies Act, 2013, rules made thereunder, guidelines issued by Securities & Exchange Board of India (SEBI) and subject to the approvals, if required, from the statutory authorities. The applications will be made to the respective Stock Exchanges for permission to list and deal in such bonus shares. Article 110 of the Articles of Association of the Company permits capitalization of Securities Premium Account by applying the same towards payment of unissued shares to be allotted to the Members.

The Board of Directors accordingly recommends the passing of the proposed Ordinary Resolution as contained in Item No. 1 of the Notice.

None of the Directors / Key Managerial Personnel or their respective relatives are interested in the said Resolution except to the extent that they would be entitled for bonus shares in relation to their respective holding of equity shares in the Company.

By Order of the Board of Directors For Bharat Petroleum Corporation Limited Sd/-

(V. Kala)

Place: Mumbai Company Secretary Date: 10[th] May, 2024

Registered Office:

Bharat Bhavan, 4 & 6 Currimbhoy Road, Ballard Estate, Mumbai 400 001 CIN: L23220MH1952GOI008931 Phone: 2271 3000 / 4000

Email: info@bharatpetroleum.in Website: www.bharatpetroleum.in

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