Bharat Petroleum Corporation Limited has announced a significant change in its board composition, with three Independent Directors ceasing their roles effective March 28th, 2026. The company formally communicated this development to stock exchanges under regulatory compliance requirements.

Board Composition Changes

The oil marketing company informed both BSE and NSE about the cessation of three Independent Directors due to completion of their tenure. The directors who have stepped down include experienced professionals who served the company in independent capacities.

Directors Who Ceased

The three Independent Directors who have completed their tenure are:

• Shri Pradeep Vishambhar Agrawal - Independent Director
• Shri Gopal Krishan Agarwal - Independent Director
• Prof. Bhagwati Prasad Saraswat - Independent Director

All three directors ceased to be Directors of the company simultaneously on March 28th, 2026, marking the end of their respective tenures in independent capacities.

Regulatory Compliance

Bharat Petroleum Corporation Limited filed the disclosure under Regulation 30 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. This regulation mandates listed companies to inform stock exchanges about material events and changes in corporate governance, including changes in board composition.

The communication was addressed to both major stock exchanges where the company's shares are listed - BSE Limited and National Stock Exchange of India Limited. Company Secretary V. Kala signed the official communication on behalf of the corporation, ensuring proper regulatory compliance and transparency with stakeholders.

Bharat Petroleum Corporation Limited has published newspaper advertisements regarding its postal ballot seeking shareholder approval for material related party transactions worth up to ₹8,438.61 crore with Petronet LNG Limited for Financial Year 2026-27. The company submitted notification to stock exchanges on March 28, 2026, confirming publication of advertisements in Economic Times (English) and Maharashtra Times (Marathi) newspapers.

Transaction Details and Breakdown

The proposed transactions with Petronet LNG Limited encompass multiple business activities centered around natural gas operations. The company seeks approval for purchasing Regasified Liquified Natural Gas (RLNG) and availing various services including regasification and lorry loading at Kochi and Dahej terminals.

The transactions are classified as material related party transactions as they exceed the threshold limit of ₹5,000 crore prescribed under SEBI regulations. Petronet LNG Limited qualifies as a related party, with BPCL holding a 12.50% shareholding in the company.

Historical Transaction Pattern

BPCL has maintained consistent business relationships with Petronet LNG Limited over recent years. The company provided historical transaction values demonstrating the ongoing nature of these business arrangements.

For Financial Year 2024-25, the total transactions included purchase of goods worth ₹7,462.20 crore, receiving services valued at ₹279.16 crore, dividend income of ₹187.50 crore, and sales of goods amounting to ₹0.21 crore.

Voting Process and Timeline

The company has established a comprehensive e-voting framework for shareholder participation. Remote e-voting commenced at 9.00 a.m. on Monday, 30th March 2026 and will conclude at 5.00 p.m. on Tuesday, 28th April 2026. The cut-off date for determining eligible shareholders is Monday, 23rd March 2026.

Regulatory Compliance and Governance

The postal ballot process adheres to multiple regulatory frameworks including Section 108 and Section 110 of the Companies Act, 2013, Companies (Management and Administration) Rules, 2014, and SEBI Listing Regulations. The company emphasized that all transactions are conducted in the ordinary course of business on arm's length basis, reviewed and recommended by the Audit Committee and Board.

Shri Sanjay Khanna, Chairman & Managing Director of BPCL, serves as a Nominee Director on Petronet LNG Limited's Board. His interest extends to directorship and shareholding in Petronet LNG Limited, while other directors' interests are limited to their shareholding, if any, in the related party.

Financial Context and Rationale

The proposed transaction value represents 1.68% of BPCL's annual consolidated turnover of ₹5,00,517.48 crore for the immediately preceding financial year. For Petronet LNG Limited, the transaction constitutes 16.55% of their consolidated turnover of ₹50,982.03 crore. The arrangement is deemed commercially beneficial, with BPCL highlighting that major purchases of RLNG and regasification services through Petronet LNG Limited provide operational advantages. The pricing determination considers crude oil prices of USD 65.43 per barrel based on historical trends and an exchange rate assumption of INR 90 per USD.