Item No. 1: Approval of Material Related Party Transaction(s) of BPRL Ventures Mozambique BV (BVMBV)
Purpose: Approval for transfer of Golfinho-Atum project assets from BVMBV (step-down wholly owned subsidiary holding 10% participation interest in Area-1 Offshore Mozambique project) to Moz LNG1 AssetCo Limitada (AssetCo) as "Assets for Equity" transaction
Subsequent Transaction: Equity for Equity transaction with Moz LNG1 HoldCo Limitada (Moz HoldCo)
Estimated Value: Approximately USD 1,290.50 million (∼₹12,388 crore assuming USD 1 = INR 96)
Legal Basis: Requires approval under Regulation 23 of SEBI (LODR) Regulations, 2015
Rationale: Aligns with customary international project financing structures, provides appropriate accounting treatment, regulatory/debt management advantages, and increased flexibility for future project development
Timeline: May extend beyond Financial Year 2026-27 due to coordinated actions with other Participating Interest holders
Item No. 2: Approval of Material Related Party Transaction(s) - Debt Service Undertaking
Purpose: Amendment and extension of existing guarantee support in form of Debt Service Undertaking (DSU)
Guarantee Amount: Up to USD 1,920 million (∼₹18,432 crore assuming USD 1 = INR 96)
Beneficiaries: Senior creditors to guarantee repayment of proportionate share of senior debt obligations of Mozambique LNG1 Financing Company Ltd (Offshore borrower) and Mozambique LNG1 Co-Financing Company Lda (Onshore Borrower)
Extended Validity Period: Until 31st December 2033 (previously effective until 28th February 2029)
Legal Basis: Requires approval under Regulation 23 of SEBI (LODR) Regulations, 2015
Rationale: Enables availment of Project Financing for development of two LNG train Project in Mozambique
Project Background
Bharat PetroResources Limited (BPRL), wholly owned subsidiary of BPCL, entered Mozambique Offshore Area 1, Rovuma Basin in 2008 through BVMBV
Holds 10% Participating Interest (PI) in the concession, with paying interest of 11.765% due to ENH being 'carried' by other concessionaires
TotalEnergies EP Mozambique Area 1 Limitada is Operator with 26.5% PI
Other concessionaires: Mitsui E&P Mozambique Area 1 Limited (20%), ENH Rovuma Área Um, S.A. (15%), ONGC Videsh Rovuma Limited (10%), Beas Rovuma Energy Mozambique Limited (10%), PTTEP Mozambique Area 1 Limited (8.5%)
Final Investment Decision (FID) taken on 18th June 2019 for development of Golfinho-Atum field through two onshore LNG trains of total capacity 13.12 mmtpa
Project financing arrangements finalized with debt cap of USD 16,000 million from Export Credit Agencies, African Development Bank, and Commercial Banks
Related Party Details
For Item No. 1:
Related Parties: Moz LNG1 HoldCo Limitada and Moz LNG1 AssetCo Limitada
Country of Incorporation: Mozambique
Relationship: BPCL holds 10% direct shareholding in Moz HoldCo and 10% indirect shareholding in AssetCo (through Moz HoldCo)
Financials: Newly incorporated entities with nil transactions and no financial statements prepared
Valuation: Fair value to be assessed through independent valuation process as per Mozambican Commercial Code
For Item No. 2:
Related Parties: Moz LNG1 Financing Company Ltd (Offshore Borrower) and Moz LNG1 Co-Financing Company Lda (Onshore Borrower)
Countries of Incorporation: UAE and Mozambique respectively
Relationship: Wholly owned subsidiaries of Mozambique LNG1 Holding Company Ltd, wherein BVMBV holds 10% shareholding interest
Financial Performance (CY 2024):
Offshore Borrower: PAT USD -1,15,69,701; Net Worth USD 50,71,20,615
Onshore Borrower: PAT USD -7,296; Net Worth USD 2,34,10,919
Financial Impact Assessment
Item No. 1:
Value represents approximately 2.40% of BPCL's annual consolidated turnover for immediately preceding financial year
No expected financial impact on consolidated turnover, net worth, or net profits disclosed
No adverse tax implications expected
Item No. 2:
Value represents approximately 3.50% of BPCL's annual consolidated turnover for immediately preceding financial year
Guarantee commission to be charged at arm's length price based on Transfer Pricing Study
No provisions required to be made in books of account disclosed
Voting Details
Cut-off Date: Wednesday, 3rd June 2026
E-voting Period: Saturday, 6th June 2026 (9:00 AM) to Sunday, 5th July 2026 (5:00 PM)
Voting Platform: NSDL e-Voting system
Result Declaration: On or before Tuesday, 7th July 2026 at 5:00 PM
Scrutinizer: Shri Nrupang Dholakia from M/s. Dholakia & Associates LLP, Practicing Company Secretaries
Voting Rights: One vote per equity share registered as on cut-off date
Document Availability
Notice available on company website: www.bharatpetroleum.in
Also available on BSE (www.bseindia.com), NSE (www.nseindia.com), and NSDL (www.evoting.nsdl.com) websites
Relevant documents available for electronic inspection upon request to ssc@bharatpetroleum.in
