Annual Secretarial Compliance Report for the Financial Year ended March 31, 2025

HPCL submitted its Annual Secretarial Compliance Report for FY25, issued by Dholakia & Associates LLP, covering compliance with SEBI LODR regulations. The report flagged several non-compliances related to board and committee composition — HPCL did not have the required mix of executive and non-executive directors, lacked a Woman Independent Director between November 16, 2024 and March 27, 2025, and fell short on the required number of Independent Directors intermittently during the year. The Audit Committee, Nomination & Remuneration Committee, and Stakeholder Relationship Committee also did not meet composition norms during certain periods. BSE and NSE imposed fines of Rs. 5,36,900, Rs. 3,59,900, and Rs. 2,77,300 each (plus GST) for Q1, Q2, and Q3 FY25 respectively, along with smaller fines for committee composition lapses. HPCL attributed these gaps to being a Government Company under the Ministry of Petroleum & Natural Gas, where director appointments rest with the Government. Other compliance areas — secretarial standards, policies, website, related party transactions, and insider trading — were found satisfactory.