On behalf of the Board of Directors, it gives me immense pleasure in presenting this Report on the performance of your Corporation
for the financial year ended March 31, 2026.

Financial Year 2025 - 26 has been a year of strong operational and marketing performance with stellar profitability of ? 17,175
Crore. The resilient refinery operations, sustained growth in market sales, healthy refining margins and continued progress in
improving the company’s financial strengths, were hallmark achievements of your Corporation for the year. In this series, your
Corporation achieved highest-ever refinery throughput of 26.04 million metric tonne (MMT) with an annual growth of 3.0%, and
also the highest ever sales of 51.45 MMT, reflecting an impressive growth of 3.3% over the previous year.

The close of the year witnessed conflicts arising in Middle East leading to supply uncertainties and resultant volatility in the
prices of Crude Oil and Petroleum Products in the international markets, and associated implications in the domestic market.
These geopolitical developments are bound to have a pronounced impact on the Corporation, in the near future.

Highlights

Sales

Your Corporation has achieved a Gross Sales of ? 4,76,411.29
Crore in the financial year 2025-26 as compared to ? 4,64,246.96
Crore in the financial year 2024-25 on a standalone basis.

Profit/(Loss)

Your Corporation has reported Earnings before Interest, Tax,
Depreciation/Amortization/Impairment (EBITDA) of ? 33,181.55
Crore in the financial year 2025-26 as against ? 19,022.39
Crore in the financial year 2024-25, and Profit/(Loss) for the
year (PAT) of ? 17,175.23 Crore in the financial year 2025-26 as
compared to ? 7,364.86 Crore in the financial year 2024-25 on
a standalone basis.

Dividend

Your Corporation has paid an interim dividend of ? 5/- per share,
during the year. In addition, the Board of Directors after taking
into account the Financial Results of the Corporation for the
financial year 2025-26, has recommended a final dividend of
? 19.25/- per share, thereby taking the total dividend for the year
to ? 24.25/- per share [totaling to ? 5,159.97 Crore], which is out
of profits earned during the year.

For the financial year 2024-25, your Corporation has paid the
final dividend of ? 10.50/- per share (interim dividend: ? Nil)
totaling to ? 2,234.21 Crore.

Bonus Issue

There was no issuance of bonus shares during the year. During
financial year 2024-25, bonus equity shares [Nos. 70,92,74,172]
of ? 10 each were issued in the ratio of one equity share for
every two equity shares held, resulting in an increase in the
paid-up share capital from ? 1,418.55 Crore to ? 2,127.82 Crore
during that year.

Internal Resources Generation

Your Corporation has generated Internal Resources (net of
dividend payout) of ? 21,454.14 Crore during the financial year
2025-26 as compared to ? 11,704.17 Crore during the financial
year 2024-25 on a standalone basis.

Contribution to Exchequer

Your Corporation has contributed a sum of ? 1,16,316.86 Crore
to the exchequer during the financial year 2025-26 by way of
duties and taxes, as compared to ? 1,05,195.53 Crore during the
financial year 2024-25 on a standalone basis.

Refinery Performance

The financial year 2025-26 stands as a landmark year for HPCL
Refineries, marked by exceptional operational and physical
performance. Driven by a combination of proactive planning,
technology-enabled optimization and agile decision-making,

your Corporation achieved its highest-ever crude throughput
of 26.04 MMT, surpassing the previous record of 25.27 MMT
achieved in financial year 2024-25. This achievement was
further reinforced by robust crude planning and agile supply
chain management during the geopolitical disruptions in
March 2026, enabling seamless operations and maximization
of refinery throughput.

The Visakh Refinery delivered an outstanding performance
by processing its highest-ever annual crude throughput of
16.04 MMT (107% capacity utilization), supported by enhanced
reliability and effective utilization of upgraded process units.
The Mumbai Refinery also demonstrated strong operational
excellence, achieving a highest ever annual crude throughput
of 10.00 MMT (105% capacity utilization), with sustained focus
on efficiency, reliability, and optimization.

Strong operational performance and optimization initiatives
led to record production of MS, HSD, LPG alongside achieving
the distillate yield of 75.8 wt% during the year. Visakh Refinery
achieved highest ever ATF production of 252 TMT. Mumbai
Refinery also achieved its lowest ever Fuel & Loss of 6.75 wt%
during the year.

The Refineries ability to adapt became exceptionally strong as
we embraced new opportunity crudes and processed 10 new
grades of crude for the first time. This surpassed the 8 numbers
of new crude grades processed during financial year 2024-25.
Further during the financial year 2025-26, 10 new grades were
added to the Company’s crude basket, which now includes 188
grades from various regions such as West Africa, Middle East,
North America, South America, Mediterranean, North Sea, Far
East, Russia and India.

India’s energy demand is set to grow, driven by its rapid economic
growth. The rising demand for road transport fuels further adds
to this increasing trend. Part of this increased demand is met
by modernization and expansion of our refineries.

Your Corporation has successfully commissioned the Residue
Upgradation Facility (RUF) at its Visakh Refinery during
December 2025, featuring the world’s first and largest LC-Max
unit-a major leap in advanced refining. With a capacity of 3.55
MMTPA, this LC-Max-based RUF is among the world’s most
advanced facilities, enabling 93% conversion of bottom-of-the-
barrel residues into high-value distillates. The unit enhances
the refinery’s ability to process heavier and opportunity
crudes while improving product quality and overall operational
efficiency. RUF was provided with "DigiSuite” to have real time
process insights, catalyst and critical equipment condition
using data analytics.

Lube Modernization & Bottom Upgradation Project is being
taken up in Mumbai Refinery to increase the LOBS Production
from current 475 KTPA to 764 KTPA and increase in Bitumen
Production by approx. 487 KTPA, is progressing at good pace
and has achieved significant milestones during the year.

Progressive commissioning of 9 MMTPA integrated grassroot
Refinery-cum-Petrochemical project at Balotra, Rajasthan
(HRRL) is in progress. Crude is taken in CDU/VDU. This has
facilitated the commencement of commissioning activities of
secondary units in a sequential manner.

The completion of these projects and new business initiatives
will mark a significant step in optimizing the refining processes,
versatility and capacity to meet diverse market demands,
reducing the environmental footprint, and fulfilling the
national priorities of energy accessibility, affordability, security
and sustainability. Your Corporation is slated to be a Net zero
company for Scope 1 and Scope 2 emissions by 2040. Enhancing
energy efficiency is one of the major levers for achieving the
net zero targets. Your Corporation made major strides in energy
conservation and emission reduction during the year.

Energy conservation and enhancing energy efficiency
allows refineries not only to reduce operational costs but
also minimises environmental footprint and contributes
to sustainable development. By adopting strategies such
as process optimization, advanced control systems, energy
recovery, equipment upgrades, renewable energy integration,
and employee engagement, Your Corporation’s Refineries
has unlocked substantial energy savings and also reduced
emissions. The particulars with respect to conservation of
energy, technology absorption, imported technology, research
& development expenditure, foreign exchange earnings & outgo
are furnished in Annexure I. The particulars relating to control
of pollution and other initiatives by refineries are furnished in
Annexure II.

Operating Performance of Refineries

Marketing Performance

In financial year 2025-26, your Corporation achieved its highest-
ever sales volume of 51.45 MMT (including refinery exports),
registering a robust growth of 3.3% over the previous year.
Retail, LPG, Aviation and Natural Gas Strategic Business Units
(SBUs) achieved their highest-ever sales in the current financial
year. Your Corporation remains steadfast in its commitment
to meeting the evolving needs of customers and markets by
ensuring a reliable and efficient supply of petroleum products
through its extensive distribution network. The performance
across various market business segments is summarized below:

In the Retail segment, your Corporation achieved its highest-
ever sales volume of 30.83 MMT and crossed the landmark
milestone of 10 MMT in MS sales, recording an all-time high
of 10.35 MMT. This achievement reflects sustained efforts to
expand the retail footprint and enhance the customer value
proposition through new services and green energy initiatives.

During the financial year, your Corporation commissioned 1,353
new retail outlets, taking the total network to 25,098 outlets.
Alternative fuels infrastructure also expanded significantly,
with 215 new CNG stations added (total 2,253) and 285 additional
EV charging facilities including battery swapping, taking the
total number of EV enabled outlets to 5,533 at the year end,
creating a charging ecosystem that delivers great convenience
and range confidence for EV users, thereby accelerating the
adoption of sustainable mobility.

Customer experience was enhanced through ITPS (Integrated
Transaction Processing System)-enabled accurate billing, faster
service delivery, and strict adherence to SOPs supported by
CCTV-based monitoring. The Corporation’s flagship loyalty
program, DriveTrack Plus, continued to gain traction in the
commercial vehicle segment Your Corporation continued to
strengthen its digital customer experience through the HP
Pay app, a state-of-the-art digital payment platform offering
seamless, secure, and contactless fuel transactions. With
advanced voice-enabled payment solutions, the app further
enhances convenience by enabling customers to initiate and
complete fuel payments effortlessly at HPCL retail outlets.

Highway presence was further strengthened through the
Wayside Amenities (WSAs) initiative, with 14 new WSAs and
Direct Dealerships commissioned, taking the total to 53.
Additionally, 124 Apna Ghar trucker facilities were established,
enhancing the comfort and convenience of the driver community
by providing safe parking, clean washrooms, cooking facilities,
and resting areas to help reduce driver fatigue and promote
safer journeys.

Under the Non-Fuel Business (NFB) vertical, your Corporation
expanded partnerships with well-known national and
international QSR brands to increase its footprint at retail
outlets. New tie-ups were entered into with Domino’s Pizza,
Food On Wheel, Nirula’s, Nescafe, Desire Foods, HungerBox
and FoodMojo for QSR and dhaba expansion with a focus on
enhancing customer offerings at retail outlets.

As part of the Corporation’s environmental commitment, bulk
Diesel Exhaust Fluid (DEF) dispensing facilities were made
available at select outlets, while packed DEF was available
across the retail outlet network.

Sustainability initiatives were further scaled up, with solar
panels installed at an additional 1,471 retail outlets. At the
year end, a total of 23,824 outlets (~95% of the network) were
solarized with installed capacity of 93.88 MW.

In LPG business, your Corporation’s LPG brand, HP Gas achieved
its highest-ever dispatch of 9.41 Million Metric Tons (MMT),
registering a robust growth of 5.2% over the previous year.
Premium offerings such as Appu LPG and Flame Plus LPG
continued to report strong double-digit growth, reinforcing
the Corporation’s strategic focus on differentiated, higher-
margin products. During the year, several forward-looking
initiatives were undertaken to enhance operational efficiency,
customer satisfaction.

Infrastructure augmentation strengthened supply resilience,
with the commissioning of the 80 TMT LPG cavern at Mangalore
which is country’s largest cavern and capacity enhancements
at Hazarwadi and Panagarh, taking total storage capacity to
230.7 TMT. With the commissioning of the Mangalore cavern,
the Corporation has become the only company in India to
operate two strategic caverns.

Overall, the LPG business delivered strong growth, operational
excellence, and sustained transformation, positioning
the Corporation to reinforce its leadership and deliver
long-term value.

The Lubricants business line of your Corporation recorded
an overall sales volume of 686 TMT during FY 2025-26. This
growth was bolstered by an export volume exceeding 6.0
TMT, extending our operational reach to 16 countries. Your
Corporation’s wholly-owned subsidiary company, HPCL Middle
East FZCO, served as a critical growth engine, delivering record
sales across the Middle East and Africa. Additionally, we have
Commenced domestic toll blending operations in Sri Lanka,
significantly optimizing the local product supply ecosystem.
As the end of the year, 7,858 two-wheeler mechanic garages
were enrolled under the HP Lubricants-branded Racer Station
programme, while 388 passenger car workshops were part of
the Neo Car Station programme, expanding the reach of your
Corporation’s branded automotive service initiatives.

Domestically, your Corporation maintained leadership in the
branded lubricant market, with 16% share in the Commercial
Automotive segment and 15% in Industrial Lubricants, while
continuing as the leading supplier for two-wheelers. Your
Corporation continued strategic focus on OEM partnerships,
including an exclusive lubricant supply agreement with
M/s. Bajaj Auto Limited.

To meet diverse market needs and strengthen our competitive
position, the portfolio was expanded with new product
launches in the premium range under the Futur-X series across
the diesel engine oil and scooter segments.

In the Industrial & Consumer (I&C) business of your Corporation,
the year was marked by strong all-round performance, with
the SBU achieving total sales of 5.9 MMT, reflecting sustained
momentum and a continued focus on value creation.

A focused thrust was given on Energy Contracts across
Lubes, LPG, and Natural Gas, positioning the Corporation as
a comprehensive energy solutions provider. This initiative
further strengthened strategic partnerships, enabled deeper
multi-product penetration, and reflected strong cross-SBU
alignment in delivering customer-centric solutions.

In the Aviation business, financial year 2025-26 stands out as a
landmark year for your Corporation, marked by strong growth,
the highest market share gain in the industry, and a continued
focus on strengthening infrastructure capabilities. ATF sales
registered a growth of 6.5%, reaching a new peak of 1.16 MMT.

This performance was underpinned by the strategic expansion
of the network footprint, which increased to 59 Aviation Service
Facilities (ASFs). The commissioning of new facilities at Dinjan
Airforce Station in Tinsukia district, Assam, and at the civil
airports of Solapur and Navi Mumbai in Maharashtra has
enhanced reach, enabling the Corporation to service a wider
spectrum of customers.

A key milestone during the year was the Mechanical Completion
of the Bhogapuram Aviation Fuel Farm in Andhra Pradesh,
located at the upcoming Visakhapatnam International Airport
(Bhogapuram). This greenfield airport, being developed near
Visakhapatnam, is envisaged as a major aviation hub for the
region, catering to both domestic and international traffic.
The Aviation Fuel Farm has been designed with modern
storage and handling infrastructure, along with an integrated
fuel hydrant system, enabling efficient, safe, and seamless
fuelling operations aligned with anticipated traffic growth
at the new airport. Its strategic location on the eastern
coast enhances supply chain resilience and positions the
Corporation to support the rapidly growing aviation ecosystem
in the region, while reinforcing its commitment to building
future-ready infrastructure.

In the CGD business of your Corporation, financial year 2025-26
recorded strong growth in both operational and financial
parameters. Total sales (CNG PNG) increased to 149 TMT,
reflecting a robust growth of approximately 44% over the
previous year. The year witnessed significant infrastructure
expansion with commissioning of 3 new City Gate Stations
(taking total to 14 CGS), addition of 8 Mother Stations (total
24) and 55 CNG stations (total 530).

In the Gas Sourcing & Marketing arm of your Corporation, the
financial year 2025-26 witnessed strengthened supply security
and commercial resilience through a balanced portfolio of
long-term and mid-term sourcing arrangements, complemented
by calibrated spot procurements.

Market credibility was further reinforced with the receipt of
the Indian Gas Exchange (IGX) "Diversified Member of the Year
2026” award, reflecting active participation across multiple gas
market instruments. We have also commissioned 2 new LNG
retail stations (taking the total to 3), thereby strengthening
LNG fuel availability for long-haul and heavy-duty transport.

In the Petrochemical segment, with the imminent commissioning
of the HRRL project with 2.4 MMTPA petrochemical capacity,
your Corporation continued to strengthen its polymer brand,
HP Durapol® through the marketing of HDPE, LLDPE, and PP
grades in strategic markets. In line with the objectives of
brand enhancement and market orientation, your Corporation
participated in various national and state-level exhibitions,
seminars, and conferences.

Your Corporation’s Supply, Operations & distribution network
continued to strengthen its position through enhanced
operational efficiency and sustainability-driven initiatives,
ensuring resilient and optimized movement of products across
the country, supported by its robust network of 80 terminals
and depots. We ensured seamless supply across markets and
provided strong support for business growth across SBUs.
Sustainability remained a key focus area, with commissioning
of 1.87 MWp of additional solar capacity, taking the total
installed capacity to 13.47 MWp and meeting nearly 25% of
POL energy requirements.

The year also witnessed significant advancements in supply
optimization, including nil imports of MS/HSD, strategic
sourcing from domestic refineries, cost takeout initiatives,
and enhanced coastal and rail movements, contributing to
improved logistics efficiency and supply chain resilience.

Your Corporation’s Pipelines business unit scaled new milestones
in operational excellence and capacity augmentation during
financial year 2025-26, setting new benchmarks in throughput
and infrastructure development. Your Corporation achieved
a commendable annual throughput of 25.54 MMT across
its extensive 5,440 km pipeline network, reflecting robust
operational efficiency and network reliability.

During the year, several strategic projects were successfully
commissioned, significantly strengthening evacuation
capabilities and supply chain resilience. The 90 km Bhatinda-
Sangrur Multiproduct Pipeline (BSPL) was commissioned,
enhancing evacuation of white oil products from Guru Gobind
Singh Refinery (HMEL), Ramanmandi. The 216 km Barmer-
Palanpur Multiproduct Pipeline (BPPL) was operationalized,
marking a notable technical achievement with successful
pumping of HSD.

On the expansion front, the 201 km Haldia-Panagarh LPG
Pipeline is in an advanced stage of completion to cater to LPG
demand in West Bengal, Bihar, and Jharkhand, while the 540
km Visakh-Raipur Pipeline project is progressing across Andhra
Pradesh, Odisha, and Chhattisgarh to strengthen product
evacuation from Visakh Refinery and enhance onward regional
supply logistics through rail/road.

Engineering & Projects (E&P) unit of your Corporation
continued to drive significant infrastructure developments
focusing on enhancing marketing capabilities and overall
operational efficiency.

Major milestones in marketing infrastructure include the
completion of projects such as the Bhogapuram Aviation
Fuel Tank Farm Facility (AFFF) Project, the Jaipur Terminal
Augmentation Project, and the Petrochemicals Evacuation
Marketing Terminal (PEMT) with liquid petrochemicals loading
facility, along with the POL TT Gantry at Pachpadra.

In Renewable Energy, your Corporation’s wind power initiatives
delivered strong results, generating 16.1 Crore kWh of wind
energy. The wind farms maintained high reliability, operating
at 96.19% uptime during the year.

HPCL Renewable & Green Energy Limited (HPRGE) was
incorporated in 2024 as a wholly-owned-subsidiary of your
Corporation for foraying into the green energy business and
managing the portfolio of green energy such as biofuels,
renewables, green hydrogen, carbon offsets, green mobility,
and alternative energy. During the financial year, HPRGE
commissioned a first-of-its-kind 1.5 MWp floating solar project
at Visakhapatnam, a 5.6 MWp agri-solar project in Delhi, and
rooftop solar installations aggregating to 0.74 MWp, taking
the total commissioned capacity to 7.84 MWp. HPRGE is also
implementing multiple renewable energy projects for captive
greening of your Corporation’s marketing locations and
refineries, and work is in progress on its first mega-scale 140
MWp solar project at Galiveedu, Andhra Pradesh.

At the year-end, your Corporation has a total installed
renewable capacity of about 240.5 MW, including solar plants
across various marketing/operating locations, wind power
plants, and solar projects commissioned by HPRGE.

In the Biofuels business, your Corporation is strategically
building its bio-energy ecosystem, advancing key projects in
both ethanol and Compressed Biogas (CBG), while strengthening
the entire value chain from production to by-product utilization.

During the financial year, HPRGE has commenced construction at
four additional sites. Your Corporation is actively supporting the
Government of India’s SATAT initiative to promote Compressed
Biogas (CBG) as an alternative fuel in the transportation sector.
To expand its footprint, your Corporation onboarded three new
CBG plants, taking the total number of plants onboarded under
the SATAT scheme to 18. CBG sales achieved a record volume of
16.04 TMT during the year. Additionally, your Corporation sold
732 MT of organic manure from its CBG plant at Budaun during
the financial year.

Your company advanced its digital transformation with a
Digital-First, data-driven, customer-centric approach. AI-based
video analytics improved safety, SOP compliance, and customer
service, while hyperlocal search marketing and online feedback
enhanced outlet visibility and service standards. Key digital
projects in CRM, energy management, and Lube Track and Trace
improved transparency, compliance, and operational efficiency.
Digital adoption accelerated across LPG services, chatbot
interactions, and Martech campaigns.

Your Corporation’s Central Procurement Organization (CPO)
continued to drive efficient and transparent procurement
operations in financial year 2025-26, focusing on value creation
while adhering to government guidelines for strengthening the
MSME ecosystem and promoting indigenization.

Your Corporation was recognized with the ET MarTech
Award, SKOCH Award, and ACEF Gold Award for excellence in
digital initiatives.

Treasury Management

Your Corporation witnessed a significant reduction in its overall
borrowings during the financial year, supported by strong
financial performance driven by robust refining and marketing
operations, along with lower working capital requirements.

The year marked a strategic inflection point, with Corporation’s
major capital expenditure cycle nearing completion, including
key projects such as the Visakh Refinery Residue Upgradation
Facility (RUF). Your Corporation continued its investments in
capital projects, largely funded through internal accruals, with
residual long-term funding requirements being met through
a judicious mix of instruments, including issuance of Non¬
Convertible Debentures (NCDs) and borrowings from the Oil
Industry Development Board (OIDB) at highly competitive rates.

During the year, your Corporation also undertook strategic
refinancing of existing long-term loans aggregating to ? 5,000
Crore (across INR and foreign currency), at more competitive
interest rates, resulting in a reduction in finance costs. In
addition, your Corporation facilitated interest cost optimization
for its wholly owned subsidiary through refinancing of project
loans, leading to improved finance costs at a consolidated level.

In managing its short-term funding needs, your Corporation
effectively leveraged a diversified mix of borrowing instruments
to optimize its overall cost of borrowing. These included the
Triparty Repo System (TREPS), Clearcorp Repo Order Matching
System (CROMS), Buyers Credit, Revolving Line of Credit in
USD, issuance of Commercial Paper, and other working capital
facilities from banks.

As of March 2026, your Corporation continues to command
international long term issuer rating of “Baa3” with "Stable”
outlook from Moody’s Investors Services, and “BBB-“with
“Stable” outlook from Fitch Ratings. Both ratings are at par
with sovereign rating.

Your Corporation also continues to command the highest
domestic rating for long-term and short-term facilities, with
a “AAA” rating and “Stable” outlook and an “A1 ” rating
respectively from CRISIL, India Rating and Research Limited
and ICRA.

Internal Financial Controls

Your Corporation has adequate Internal Financial Controls
for ensuring the orderly and efficient conduct of its business
including adherence to the Corporation’s policies; the
safeguarding of its assets; the prevention and detection of
frauds and errors; the accuracy and completeness of the
accounting records and the timely preparation of reliable
information, commensurate with the operation of your
Corporation. As part of this exercise, the design of internal
controls and its operating effectiveness for the key business
processes is tested by external consultant who observed that
there are no material weaknesses in Internal Controls over
Financial Reporting.

Risk Management Policy

We operate in a dynamic environment which not only provides
opportunities but also exposes the business to various
internal and external risks. Your Corporation recognizes that
all facets of its business involve significant risks and that
its actions are increasingly exposed to greater scrutiny by
the public, regulators, investors, and other stakeholders. To
proactively identify and manage key risks for achieving our
strategic objectives and enable the Corporation to deal with
these enhanced business challenges and risks, an effective
and pragmatic risk management framework has been
institutionalized across the organization.

Your Corporation has fortified its Enterprise Risk Management
(ERM) framework by incorporating the best practices
recommended by internationally recognized standards such
as COSO ERM 2017 and ISO 31000:2018. Our ERM Policy is
periodically reviewed and encompasses a comprehensive array
of risks that could impact our strategic objectives and overall
performance. The objective is to integrate risk identification
and management in the day-to-day operations of the business,
wherein risk is continuously identified, assessed, monitored,
graded and managed to an acceptable level. Your Corporation
has engaged reputed external consultant to provide additional
perspective and support the ERM processes.

A systematic process of periodic risk reviews is in place across
all key Strategic Business Units (SBUs) and Functions. The Risk
Management Committee meets periodically, at least twice
in a financial year, to ensure that appropriate methodology,
systems and processes are in place to review these risks as
well as monitor the progress of implementation of various
mitigation measures. The Board is also updated regularly on
the risk review and mitigation measures of the identified risk.

Vigilance

The Vigilance mechanism in your Corporation is aligned with
the directives issued from time to time by the Central Vigilance
Commission (CVC), Department of Personnel & Training
(DoPT), and Ministry of Petroleum & Natural Gas (MoPNG). The

Vigilance Department is headed by the Chief Vigilance Officer
(CVO), who exercises overall supervision and control over all
vigilance matters in the Corporation.

Vigilance Department undertakes focused preventive activities
aimed at promoting transparency in business decisions across
departments. In addition to preventive vigilance, its key
functions include investigation of complaints received from
various sources, such as citizens, stakeholders, the Central
Vigilance Commission, the Ministry of Petroleum & Natural
Gas, Management, and other sources.

The Vigilance Department primarily deals with matters relating
to corruption and cases involving a "Vigilance angle,” as defined
in Master Circular No. 01/MC/2025 issued by the CVC (Order
No. 024/VGL/068 dated 23.05.2025). Complaints are handled in
accordance with the complaint-handling policy outlined in the
CVC’s Vigilance Manual (Updated 2021) and circulars released
from time to time by CVC.

During financial year 2025-26, a total of 1,022 complaints were
disposed of, with 32 complaints pending as of 31^st March, 2026.
These cases pertain to areas such as Retail outlet selection
and operations, LPG distributorship operations, tendering,
transportation, and Depot/Plant operations, among others.
Various operational areas were also reviewed during the year
with a view to identify and implement systemic improvements.

In addition to complaint investigations, the Department
conducted surprise inspections of Depots, Terminals, LPG
plants, Regional offices, LPG distributors, Retail outlets,
Tank trucks, major project works (CTE pattern), and tendering
processes. Focused group training programmes were also
organized for employees to enhance awareness and capacity.
The Vigilance Department has introduced "Drishtant,” a case-
based learning initiative designed to enhance awareness of
accountability and responsibility among employees through
audio-video-based e-learning modules.

Vigilance Awareness Week 2025 was observed under the
central theme "Vigilance: Our Shared Responsibility”, "^H^HT:
wf) ^T^T f^^rfl”. A range of outreach initiatives-including
focused group presentations, quizzes, drawing and painting
competitions, skits/street plays, workshops, technical talks,
grievance redressal camps, awareness Gram Sabhas, rallies/
walkathons, and school/college programmes-were conducted
to promote vigilance awareness among citizens, stakeholders,
and employees.

Vigil Mechanism / Whistle Blower Policy

Your corporation, being a Public Sector undertaking, is subject
to the CVC Guidelines and has a separate Vigilance Department
administering the Vigilance matters. Your Corporation has a
Whistle Blower Policy approved by the Board, and the same is
placed on the website of the Corporation.

The web link of Whistle Blower Policy is stated herein below:

Web link:https://www.hindustanpetroleum.com/documents/
pdf/Whistle Blower Policy.pdf

Your corporation has also formulated Anti-bribery and Anti¬
Corruption policy approved by Board and the same is placed
on the website of the Corporation.

The web link of Anti-bribery and Anti-Corruption policy is
stated herein below:

Web link: www.hindustanpetroleum.com/documents/pdf/
ABAC%20Policy%20English%20version.pdf

Right to Information (RTI)

Your Corporation being a CPSE is under statutory obligation
along with other public authorities to comply with the provisions
of the Right to Information Act, 2005, and has a structured
mechanism in place to deal with matters related to the RTI
Act. Your Corporation has also been mapped to the Online RTI
portal of DoPT, Government of India. All RTI applications/first
appeals received both through the portal as well as physical
applications received offline are handled through the portal
itself. The mandatory reports such as Quarterly/Annual reports
are submitted periodically within the stipulated timelines onto
the website of the Central Information Commission www.cic.
gov.in. Further, as required under the Act, all relevant details
and information obligated vide suo - motu disclosures under
Section 4(1)(b) of the RTI Act, are being regularly updated and
hosted in public domain on the company’s corporate website
www.hindustanpetroleum.comfor the purpose of transparency
and better understanding to the public at large.

Your Corporation has a designated Nodal Officer at its
Corporate HQO to coordinate and oversee its implementation.
RTI applications are responded well within the stipulated time
line of 30 days through the online RTI portal www.rtionline.
gov.in. The current team of 216 Nos Central Public Information
Officers (Regional Managers and HoDs who are nominated
as CPIOs) pan India and 48 Nos First Appellate Authorities
(Senior Management who constitute FAAs) covering Refineries
and major SBUs like Retail, LPG and other business verticals
including HR entities such as Recruitment, Performance
Management, etc ensure seamless and timely handling of the
RTI applications received.

During the financial year 2025-26, your Corporation has
successfully handled and processed 3,474 Nos RTI applications,
564 Nos First Appeals and 64 Nos Second appeals (Hearing
Notices from Hon’ble Central Information Commission). All
the 64 Nos CIC Hearings were held thru VC by the Hon’ble
CIC while the CPIOs were physically present in respective NIC
studios spread across various district collectorate offices. The
respective detailed and reasoned out Written Submissions
were timely placed before the Commission which enabled the

Hon’ble CIC to pass awards, wherein we clocked a success
rate of 92% awards being passed in favour of HPCL thereby
validating the stand taken by the Company.

Employee Relations

Your Corporation has continued to enjoy excellent Employee
Relations during the year with no reported instance of
industrial unrest at any of its operating locations. HPCL
lays great emphasis on continually Engaging, Enabling and
Empowering its stakeholders through a variety of interventions.
With a view to ensure that the objectives of various Labour
enactments are met and towards becoming a model employer,
the Corporation as a Model employer, observed "Statutory
Compliance Fortnight 4.0” across all its locations during 1^st
May to 15^th May, 2025 which was a huge success.

We demonstrated our strong sense of Corporate Responsibility
by travelling beyond statutory requirements as recently
evidenced in coverage of all our direct and indirect stakeholders
with Ex-Gratia compensation in case of untoward accidents,
organizing special medical camps, etc., even post pandemic. Also,
towards further improving engagement levels of outsourced
workers in Corporation & encourage the meritorious children,
a "Merit Scholarship Scheme” had been re-introduced with
revised norms during the financial year for grant of one-time
Scholarship to meritorious children of outsourced workmen
who passed 10^th / 12^th or Diploma / Degree.

Official Language Implementation

Being a PSE, certain constitutional provisions and provisions
of Official Language Act 1963, Official Language Rules 1976
and Presidential Guidelines w.r.t. Official Languages are
applicable to your Corporation. The Official Language (OL)
Implementation Report of the Company is submitted to the
Ministry of Home Affairs and Ministry of Petroleum and Natural
Gas on quarterly basis.

OL implementation is ensured in the official communications
of the Corporation by motivating the employees through
persuasion, motivation and incentives. Hindi is being
promoted by utilizing various facilities available in the field
of Information & Technology. To promote the linguistic talent
of the employees, awareness about Hindi is created in the
offices through on-line Hindi Competitions, Hindi Fortnights,
Official Language Conferences and Hindi Workshops etc. Team
Rajbhasha ensures timely Hindi translations of the company’s
annual report, SBU’s procedural literatures and other important
documents. National festivals and other important programs
are anchored in Hindi by Rajbhasha officers.

Periodical inspections of HPCL offices are carried out by
representatives of the Committee of Parliament on Official
Language, Ministry of Home Affairs and Ministry of Petroleum
and Natural Gas. In these inspections, HPCL’s official language
performance is always appreciated and HPCL is referred to as
a model company for other organizations.

HPCL is coordinating Town Official Language Implementation
Committee (TOLIC) of Mumbai based PSUs since 1983. Our
C&MD is the chairman of Mumbai PSU TOLIC and presides
half yearly meetings of the committee. Other than the TOLIC
Meetings, HPCL conducts various programs to train and guide
the officials of member PSUs throughout the year.

HPCL was conferred with Prestigious ‘Rajbhasha Keerti
Puraskar’ for the year 2024-25 by Ministry of Home Affairs.
This award is given for the best performance in the field of OLI
amongst all PSUs. HPCL has maintained its record in entire Oil
Industry by receiving 54 Rajbhasha Awards from Government
of India and other agencies during the year 2025-26.

Corporate Social Responsibility

Your Corporation has consistently aspired to create new
benchmarks of excellence and be a catalyst for transformation
across all its endeavours-be it driving business growth or
contributing towards societal progress. Your Corporation has
consistently upheld the belief in creating shared value and
‘Delivering Happiness’ through a range of initiatives that have
positively impacted millions of lives. We believe our business
and social interventions not just energise your journeys but are
also ‘Fuelling Aspirations’. The Corporation has implemented
more than 130 CSR projects across diverse geographies. During
the financial year 2025-26, your Corporation has spent an
amount of ? 85.38 Crore towards CSR expenditure (in addition
to set-off of ? 6.99 Crore from excess spent during the previous
financial year), for various activities under the focus areas of
Child Care, Education, Health Care, Skill Development, Sports,
Environment & Community Development, and Contribution to
Incubators or R&D projects in the fields of science, technology,
engineering and medicine, funded by the Central Government
or State Government or Public Sector Undertaking or any
agency of the Central Government or State Government; and
Contributions to public-funded Universities.

During the year, Your Corporation supported the educational,
therapeutic, and skill training needs of Children with Special
Needs (CwSN) under Project ‘ADAPT’ to enhance the children’s
quality of life and improve activities of daily living.

Under Project ‘Nanhi Kali,’ adolescent girls from remote and
tribal regions of Vizianagaram in Andhra Pradesh, mostly first-
generation learners, were provided with remedial classes,
material kits, a sports curriculum, training, and counselling
sessions on personal hygiene and career development.

Your Corporation distributed scholarships to students from
various socio-economically disadvantaged sections like SC, ST,
OBC, and PwD across the country, giving support to students
in their education from school level to professional courses. A
residential coaching and mentoring CSR project Super-50 aimed
at meeting educational needs of aspiring SC and ST students
was continued in Raigad district of Maharashtra.

Your Corporation strengthened its collaboration with the Indian
Army for Project Super-50 in UTs of Jammu and Kashmir, and
Ladakh. Under the project, aspiring students were provided
mentoring and coaching for Medical and Engineering stream
competitive exams. The project supports the Indian Army’s
‘Sadbhavana’ initiative in ‘Winning Hearts and Minds’ of
the local population. The results of students appearing for
competitive exams through Project Super-50 in Srinagar,
Rajouri, Leh, Kargil and Raigad has been very encouraging and
fuelling aspirations of youth.

Our Project Dhanwantari provides basic healthcare support in
remote rural areas, Mobile medical vans were operated under
‘Project Dhanwantari’ to provide diagnosis, treatment and
health awareness at the doorsteps of less privileged people.

Under Project ‘Dil without Bill,’ your Corporation extended
support for conducting heart surgeries for beneficiaries
from the lower socio-economic section, with a special focus
on children.

Your Corporation also continued to invest significantly
in skill development and employability enhancement by
engaging Graduate Apprenticeship Trainees (GAT) /Technical
Apprenticeship Trainees (TAT) engaged under the Apprentices
Act, 1961, over and above the mandatory requirements.
Further, Skill Development Institute (SDI) Visakhapatnam,
conceptualized by the Government of India and operationalized
by Oil & Gas CPSEs, focused on imparting skills in industry-
oriented trades to improve the employability of weaker
sections of society.

Your Corporation participated in and undertook various
activities related to awareness generation on Sanitation
during ‘Swachhta Pakhwada’ (1^st - 15^th July, 2025) and ‘Swachhta
Hi Sewa’ campaign (14^th September - 1^st October, 2025) with
culmination on 2^nd October, 2025 as Swachh Bharat Diwas
marking 10 years of Swachh Bharat Abhiyan on Mahatma
Gandhi Jayanti. The campaigns saw outreach and participation
of around 19 lakh stakeholders across the country. Various
awareness generation activities like administration of the
Cleanliness Pledge, Street play, Walkathon and Cyclothon,
providing Hygiene Kits, cleanliness of Cleanliness Target Units
(CTUs), Competitions in schools and colleges, distribution of
seed balls and Sapling Plantation were undertaken by our
office installations.

Your Corporation supported key infrastructure and institutional
development initiatives through Renovation of nine Municipal
Corporation schools in Roha to create sustainable and
conducive learning environments, establishment of a state-
of-the-art Makerspace Lab at the Indian Institute of Petroleum
and Energy (IIPE), Visakhapatnam to foster innovation and
research, and completion of a Sainik School in Mysuru,
Karnataka in collaboration with Swami Vivekananda Youth
Movement (SVYM).

Your Corporation also provided scholarship assistance to
promising athletes and sportspersons from under-privileged
backgrounds. Your Corporation contributed to the Armed
Forces Flag Day Fund instituted by the Kendriya Sainik Board,
Ministry of Defence, Govt. of India, for the care, support,
welfare, and rehabilitation schemes for Ex-Servicemen (ESM)
and their dependents.

Awards & Accolades:

1. HPCL Wins AIMA Case Study Contest 2026 on CSR - PSU
Category for its impactful initiative "Kashmir Super 50
Medical” at Srinagar, J&K (UT).

2. 9^th Edition of CSR Health Impact Awards 2025 in New
Delhi for its impactful contributions towards community
well-being winning Gold Award - CSR Waste Management
Program and Silver Award - Best CSR Impact Maker of
the Year.

3. Mahatma Award 2025 for CSR Excellence hosted by
Liveweek Group, towards our impactful initiative - Project
Super-50 Medical and Engineering.

4. "Best Integrated CSR Initiative of the Year” under the PSU
Category at the Indian PSU CSR Impact Award 2025.

5. CSR Award 2023 at the 34^th Innovative Training Practices
Awards by the Indian Society for Training & Development
(ISTD).

6. CSR Times Award 2025 in the Education category at the
12^th National CSR Summit in Delhi.

7. HPCL has been honoured with Gold Awards under the
category of Best CSR Practice at the prestigious the ISDA
Infracon National Awards (IINA).

8. HPCL is proud to have been recognized with an
Appreciation Plaque at the 21^st edition of the FICCI CSR
Awards 2025, organized by the FICCI-Aditya Birla CSR
Centre of Excellence.

The details of CSR activities of the Corporation containing
details of CSR Committee Members, brief outline of the CSR
policy, overview of the CSR initiatives, prescribed expenditure,
amount spent etc. that form part of this Report are furnished
in Annexure III.

Corporate Governance

Your Corporation continues to adopt the best practices of
Corporate Governance to ensure transparency, integrity and
accountability in its functioning. The Corporate Governance
Report highlighting these endeavours has been incorporated
as a separate section that form part of the Annual Report for
financial year 2025-26.

Procurement Of Goods & Services From
MSEs

The Government of India has notified a Public Procurement
Policy for Micro and Small Enterprises (MSEs) Order, 2012, and its
amendments thereto. In line with said policy, your Corporation
has set an annual goal of sourcing a minimum procurement of
25% of its total requirements from MSEs, and within it, 4% of
the total requirement has been earmarked for procurement
from MSEs owned by SC/ST entrepreneurs and another 3%
from women entrepreneurs. For the benefit of MSEs, the MSE
procurement details are regularly uploaded on the Sambandh
Portal of the Ministry of MSME, besides displaying the Annual
Procurement Plan on the Corporation’s website.

The centralized procurement department of your corporation is
ISO 9001:2015 Certified & also conform to ISO 20400:2017. Your
organization also prioritizes the implementation of government
policies aimed at strengthening the MSME ecosystem and
promoting indigenization, developmental orders, and start¬
up orders.

Against the set target of 25% of the total procurement for
financial year 2025-26, your Corporation has achieved 59.42%
(? 6,679 Crore) of procurement of goods and services from MSEs,
excluding items that are beyond the scope of MSEs. Also, your
Corporation has also surpassed the procurement from MSE SC/
ST & MSE Women by Achieving 5.10% (? 573 Crore) from MSE SC/
ST and 4.30% (? 484 Crore) from MSE Women against the target
of 4% & 3% respectively. The excluded items are crude oil,
petroleum products, logistics costs through shipping, railways
and pipelines, LNG/Natural Gas, API line pipes, OEM spares, OEM
services, proprietary items and services, technology licenses
and licensor-mandated items, and plants and machinery (single
item value equal to or more than ? 100 Crore).

To promote the objectives of procurement from MSEs as
laid down in Public Procurement Policy, Organized 25 vendor
meets in collaboration with National SC/ST Hub (NSSH),
attended by 426 vendors, focused on promoting MSE SC/ST
vendor onboarding, Participation in 8 numbers of National
Vendor Development Programs (NVDP) arranged by MoMSME
and 103 nos of Inhouse Vendor meets were organized by CPO
for training the vendor on procurement process, resolving of
issues and guiding them on policies. During these meetings,
the Corporation procurement processes were articulated
through detailed presentations to MSE vendors with the intent
of increasing awareness on vendor registration processes,
tendering processes, the TReDS platform, procurement on the
GeM platform, etc. The implementation of various government
directives/policies for providing relief to MSMEs and promoting
the indigenization of products and services was also explained
during the programme.

Your Corporation is registered with the TReDS Digital platform,
an institutional mechanism set up by the Reserve Bank of India
to facilitate the trade receivable financing of Micro Small and

Medium Enterprises (MSMEs) from corporate buyers through
multiple financiers. Integrating its ERP system with Five of
the service providers, namely A.Treds Ltd., Mynd Solutions Pvt.
Ltd., Receivables Exchange of India Ltd. C2 TReDS platform and
DTX (KredX Platform Pvt Limited, the Corporation has enabled
MSMEs to auction their trade receivables at competitive rates
through online bidding by financiers. Numerous MSME vendors
have onboarded this platform and benefited from the bill
discounting facility that provides liquidity.

Prevention of Sexual Harassment at
Workplace

Your Corporation has ensured compliance with various
provisions under The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
To inculcate appropriate workplace behaviour and promote
gender sensitization, Corporation mandated all its executive
employees to undergo awareness sessions through online
courses and workshops conducted on the subject. Internal
Committee (IC) of the Corporation were reconstituted and
detailed guidelines on procedures relating to the functioning
of the IC were circulated.

Following are the further details in this regard:

a) Number of Complaints pending as on beginning of the : 03
Financial Year

b) Number of complaints of sexual harassment received : 02
in the year

c) Number of complaints disposed off during the year : 05

d) Number of cases pending for more than ninety days; : Nil
at the year-end

Compliance with the Maternity Benefit Act,
1961

Your Corporation is in compliance with the provisions relating
to the Maternity Benefit Act, 1961, in respect of employees
engaged by Corporation.

Management Discussion & Analysis Report

Management Discussion & Analysis Report forms part of the
Annual Report for FY 2025-26.

Business Responsibility & Sustainability
Report

Your Corporation discloses its initiatives on environment, social
and governance in accordance with the directives of SEBI in
the form of Business Responsibility and Sustainability Report
(BRSR). The BRSR for financial year 2025-26 is hosted on the
Company’s website and is available at the link:HPCL IAR 2025¬
26 BRSR 30-07-26.pdf

Financial Statements of Subsidiaries

In terms of Proviso to Section 136(1) of the Companies Act,
2013, your Corporation will place separate audited Financial
Statements in respect of each of its Subsidiary Company on its
website and also provide a copy of separate audited Financial
Statements in respect of each of its Subsidiary Companies to
any Shareholder of the Corporation who seeks the same. The
Financial Statements of the Subsidiary Companies will also
be kept open for inspection at the registered offices of the
Corporation/respective Subsidiary Companies.

Pursuant to provisions of Section 129(3) of the Companies
Act, 2013, a separate statement containing salient features
of the Financial Statements of Subsidiary/Associate/Joint
Venture Companies in Form AOC-1 is attached along with the
Consolidated Financial Statements.

Cost Audit

The maintenance of Cost Records, as specified under Section
148(1) of the Companies Act, 2013 is mandated and accordingly
such accounts and records are made and maintained. The Cost
Audit for financial year 2024-25 was carried out and the Cost
Audit Reports were filed with the Ministry of Corporate Affairs
within the stipulated time for filing.

Directors

Your Company’s Board presently comprises of 8 Directors.

The Whole time Directors are Shri Vikas Kaushal (Chairman &
Managing Director), Shri S. Bharathan (Director - Refineries),
Shri Amit Garg (Director - Marketing), Shri K S Shetty (Director

- Human Resources) and Smt. Srividya Venkataraman (Director

- Finance).

The Government Nominee Directors are Shri Alok Tripathi, Joint
Secretary, Ministry of Petroleum & Natural Gas (MOP&NG) and
Shri Vikram Saxena, Director (T&FS) of Oil and Natural Gas
Corporation Limited (ONGC).

Shri Abhay Sharma is an Independent Director of the Company.

As per the provisions of Section 152 of the Companies Act,
2013, Shri K S Shetty is liable to retire by rotation at the next
Annual General Meeting and being eligible offer himself
for reappointment.

Details of changes in Directors and Key
Managerial Personnel (KMP) during
FY 2025-26 and till date

A) Directors

• Shri Abhay Sharma was appointed as an Independent
Director for a period of three years effective
May 09, 2025.

• Shri Pankaj Kumar, Director (Production), ONGC,
Government Nominee Director (Representative of
ONGC) was a Director of the Company upto March
10, 2026.

• Shri Vinod Seshan, Joint Secretary (E), MOP&NG,
Government Nominee Director (Representative
of MOP&NG) was a Director of the Company upto
March 10, 2026.

• Shri Vikram Saxena, Director (T&FS), ONGC, was
appointed as Government Nominee Director
(Representative of ONGC) on the Board of the
Company effective March 10, 2026.

• Shri K S Narendiran has ceased to be an Independent
Director of the Company effective March 15, 2026
on completion of tenure of office of 3 years on
March 14, 2026.

• Shri Alok Tripathi, Joint Secretary, MOP&NG was
appointed as Government Nominee Director
(Representative of MOP&NG) on the Board of the
Company effective March 23, 2026.

• Shri Bechan Lal and Smt. Sharda Singh Kharwar have
ceased to be Independent Directors of the Company
effective March 28, 2026 on completion of their
tenure of office of one year on March 27, 2026.

• Shri Vivekananda Biswal has ceased to be
Independent Director of the Company effective May
05, 2026 on completion of his tenure of office of one
year on May 04, 2026.

• Shri Rajneesh Narang, Director - Finance (Whole
Time Director) has ceased to be a Director of the
Company effective June 01, 2026 on attaining the
age of superannuation on May 31, 2026.

• Smt. Srividya Venkataraman was appointed as
Director - Finance (Whole Time Director) effective
June 24, 2026, subject to approval of the Members.

In accordance with the applicable statutory provisions,

Shri Vikram Saxena, Shri Alok Tripathi and Smt. Srividya

Venkataraman, having been appointed as Additional

Directors and shall hold office upto 74^th Annual General

Meeting and eligible for appointment at the Annual

General Meeting.

B) KMP

• Shri Rajneesh Narang, Director - Finance (Whole
Time Director) and Chief Financial Officer ("CFO")
of your Company ceased to be Whole Time Director
and CFO of the Company effective June 01, 2026 on
attaining the age of superannuation on May 31, 2026.

• Smt. Srividya Venkataraman, Director - Finance
(Whole Time Director) was appointed as CFO of the
Company with effect from July 07, 2026.

• Shri K Vinod, Executive Director - Corporate Finance
& Additional Charge of Treasury of the Company was
appointed as CFO of the Company for the period
June 01, 2026 to July 06, 2026.

• Shri V. Murali has ceased to be Company Secretary
of the Company on July 31, 2025, on account of
his superannuation.

• Shri Rakesh Kumar Singh, Joint Company Secretary of
the Company was appointed as Company Secretary
of the Company with effect from August 01, 2025.

C) Resignation of a Director who resigns from
his office by giving a notice in writing to the
Company

During the year, there were no cases observed where
Directors resigns from their office by giving a notice in
writing to the Company.

Number of meetings of the Board

During financial year 2025-26, 10 Board Meetings were held.
The details of these Meetings are given in the Corporate
Governance Report which is part of this report.

Managerial Remuneration

By virtue of MCA Notification dated June 05, 2015, Government
Companies are exempted from complying with the requirement
of Section 197 (Chapter XIII) of the Companies Act, 2013. Hence,
the Rules made thereunder i.e. Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 are also not applicable to Government Companies.

Performance Evaluation of Board, its
Committees and Individual Directors

Your Corporation being a Government Company, the compliance
of Section 134 (3) (p) of the Companies Act, 2013 is exempted
by virtue of MCA Notification dated June 05, 2015 as the annual
evaluation of the performance of the Board, its Committees
and of Individual Directors are carried out by the Administrative
Ministry i.e. MOP&NG.

Independent Directors

Statement of declarations as required under Section 149(7) of
the Companies Act, 2013 & Regulation 16(1)(b) of SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015
have been obtained from the Independent Directors. The
Independent Directors have confirmed that they are registered
with the database maintained by the Indian Institute of
Corporate Affairs (IICA) under the Ministry of Corporate Affairs.

The Company being a Government Company, the power to
appoint Directors (including Independent Directors) vests with
the Government of India. Independent Directors are selected
by search committee constituted by Government of India from
mix of eminent personalities having requisite expertise and
experience in diverse fields.

Policy for selection and appointment of
Directors and their remuneration

Your Corporation, being a Government Company is exempted to
furnish information under Section 134(3)(e) of the Companies
Act, 2013 vide MCA Notification dated June 05, 2015.

Policy for remuneration of Key Managerial
Personnel and other employees

Your Corporation, being a Government Company, the
remuneration payable to Key Managerial Personnel and other
employees are fixed by the Government of India. However,
payment like Performance Related Pay is placed for the
approval of Nomination and Remuneration Committee.

Audit Committee

The details of the composition of the Audit Committee, terms
of reference, meetings held, etc. are provided in the Corporate
Governance Report, which forms part of this Report.

During the year, there were no instances where Board had not
accepted the recommendations of Audit Committee.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies
Act, 2013 and Regulation 24A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, your Company
has appointed M/s. Upendra Shukla & Associates, a firm of
Practicing Company Secretaries to undertake Secretarial Audit
of the Company for a period of three years from Financial Year
2025-26. The Report of Secretarial Auditor in Form No. MR-3 is
annexed herewith and marked as Annexure IV.

The Report does not contain qualification, reservation or
adverse remark except the following:

The Company did not have

i) Optimum combination of executive and non-executive

directors as required under Regulation 17(1)(a) of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 and Clause 3.1.1 of DPE Guidelines
during the period 28/03/2026 to 31/03/2026 and at least
one woman Independent Director on the Board as required
under Section 149 of the Act and Regulation 17(1)(a) of
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 during the period 28/03/2026 to
31/03/2026. The Company also did not have requisite
number of Independent Directors on the Board as required
under Regulation 17(l)(b) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and Clause
3.1.4 of DPE Guidelines during the period 01/04/2025 till
31/03/2026 and requisite number of Independent Directors
during the period 28/03/2026 to 31/03/2026 as required
under Section 149(4) of the Act;

i) Proper constitution of the Audit Committee as required
under Section 177(2) of the Act, Regulation 18 of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 and Clause 4.1.1 of DPE Guidelines during
the period 01/04/2025 till 02/04/2025 and 15/03/2026 till
31/03/2026;

iii) Proper constitution of the Nomination and Remuneration
Committee as required under Section 178 of the Act,
Regulation 19 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Clause 5 of
DPE Guidelines during the period from 01/04/2025 till
02/04/2025 and 15/03/2026 till 31/03/2026; and

iv) Proper constitution of Corporate Social Responsibility
Committee as required under Section 135 of the Act during
the period from 28/03/2026 till 31/03/2026;

The Company being a Government Company, the power to
appoint Directors, including Independent Directors, vests with
the Government of India.

Compliance with Applicable Secretarial
Standards

Your Corporation has complied with applicable Secretarial
Standards in respect of Meetings of Board of Directors (SS-1)
and General Meetings (SS-2) issued by the Institute of Company
Secretaries of India (ICSI).

C&AG Audit

C&AG’s comment upon or supplement to the Statutory Auditors’
Report on the Accounts for the year ended 31^st March, 2026
is attached along with Financial Statements. Further, as at
March 31, 2026, there are fourteen pending paras related to
the C&AG audit. These relate to encashment of Earned Leave/
Half Pay leave/Sick Leave as well as Employer’s share of EPF
contribution on leave encashment; non-recovery of perquisite
tax; payment of shift allowance to executives; payment of
stagnation reliefs; non-recovery of dues in a case of bank
guarantee, not encashed; additional expenditures due to
non-utilization of pipeline in economical manner; infructuous
expenditure incurred on creation of certain facilities;
opportunities foregone to conserve energy; idle investment in
installation of storage facilities; Utilization of optimal capacity
of Company Owned Trucks; Delay in Completion of Rail Siding
facility; Variation in Actual Movement of MS, HSD and LPG vis¬
a-vis planned movement; Purchase of products from private Oil
Companies and non implementation of Industry Logistic Plan.
The audit observations have been suitably replied.

Related Party Transactions

The details of transactions entered into with the Related
Parties during the financial year 2025-26 in Form No. AOC-2 is
annexed herewith and marked as Annexure V.

Web Link of Annual Return

Web link of Annual Return (MGT-7) is available athttps://www.
hindustanpetroleum.com/AGMDetails

Particulars of Employees

The details regarding the number of women employees vis-a¬
vis the total number of employees is given herein under:

Reporting of Frauds by Auditors

During the year under review, Auditors have not reported to the
Audit Committee under Section 143 (12) of the Companies Act,
2013 any instances of fraud committed against the Company
by its officers or employees, the details of which would need
to be mentioned in the Board’s report.

Details of each of above fraud reported to
the Audit Committee or the Board during
the year

NIL

Particulars of loans, guarantees or
investments

Loans, guarantees and investments covered under Section
186 of the Companies Act, 2013 form part of the Notes to the
Financial Statements provided in this Annual Report.

Material changes and commitments
affecting financial position between the
end of the financial year and date of the
report

There have been no material changes and commitments which
affect the financial position of the Corporation that have
occurred between the end of the financial year to which the
Financial Statements relate and the date of this report.

Details of application made or any
proceeding pending under the Insolvency
and Bankruptcy Code, 2016 during the year
along with their status as at the end of the
financial year

During the financial year, no application has been made or no
proceeding is pending under the Insolvency and Bankruptcy
Code, 2016.

Details of difference between the amount
of the valuation done at the time of
one time settlement and the valuation
done while taking loan from the Banks
or Financial Institutions along with the
reasons thereof

There are no instances of one-time settlement done with
banks/financial institutions during the financial year.

Performance and Financial Position of
Subsidiaries, Joint Ventures and Associates

The details on the performance and financial position of
Subsidiary, Associate and Joint Venture Companies are given
in Management Discussion & Analysis Report. Further, pursuant
to Section 129(3) of the Companies Act, 2013 read with Rule 5 of
the Companies (Accounts) Rules, 2014, the salient features of
Financial Statements of Subsidiary, Associate and Joint Venture
Companies in Form No. AOC-1 form part of the Annual Report
for FY 2025-26, separately.

Companies which have become or ceased
to be its Subsidiaries, Joint Ventures or
Associates

There are no instances of companies which have ceased to be
your Corporation’s Subsidiaries, Joint Ventures or Associate
companies during financial year 2025-26.

Significant and material orders passed by
the Regulators or Courts

During financial year 2025-26, your Corporation has not
received any Order or Direction of any Hon’ble Court or Tribunal
or Regulator, which either affects your Corporation’s status as
a going concern or which substantially or significantly affects
your Corporation’s business operations.

Details of Deposits

Your Corporation has not been accepting any Deposits, as
specified in Section 73 to Section 76 of the Companies Act, 2013
and therefore there do not call for any disclosure of Deposits as
required under Rule 8(5)(v) of Companies (Accounts) Rules, 2014.

Directors’ Responsibility Statement

Pursuant to the requirement of Section 134(3)(c) of the
Companies Act, 2013, it is hereby confirmed that:

i. In the preparation of the Annual Accounts, the applicable
Accounting Standards have been followed along with
proper explanation relating to material departures.

ii. The Directors have selected such Accounting Policies and
applied them consistently and made judgements and
estimates that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company
at the end of the financial year and the profit and loss of
the Company for that period.

iii. The Directors have taken proper and sufficient care for
the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the Annual Accounts on a
going concern basis.

v. The Directors, have laid down Internal Financial Controls to
be followed by the Company and that such Internal Financial
Controls are adequate and are operating effectively.

vi. The Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.

Acknowledgements

The Board of Directors expresses its sincere gratitude to the
Government of India, the Ministry of Petroleum and Natural
Gas, other relevant Ministries, State Governments, and various
Authorities for their continued guidance, cooperation, and
support is also thankful to our JV Partners for supporting the
growth journey of the Corporation.

The Board of Directors acknowledge the dedication and
continued partnership of our extensive network of dealers
and distributors across the country. We are grateful to the HP
Parivar for their unwavering commitment towards enhancing
customer service and strengthening operational excellence.

The Board of Directors also acknowledges with deep
appreciation the outstanding contributions of the employees,
whose unwavering dedication, professionalism, and pursuit of
excellence continue to play a pivotal role in the Corporation’s
sustained growth and progress. The Board conveys its sincere
gratitude and looks forward to their continued commitment in
driving future growth and innovation.

The Board of Directors remain thankful to the esteemed
Shareholders for their continued trust & confidence in the
Corporation, and for their consistent support towards its
strategic vision and initiatives.

For and on behalf of the Board of Directors

sd/-

Vikas Kaushal
Chairman & Managing Director

Date: July 22, 2026