TRANSACTION ADVISORY SERVICES

Screening and Shortlisting of — Phase I – Target Screening and Origination Objective: Identify and prioritize potential acquisition / investment opportunities aligned with HPCL’s strategic objectives. Line Items under this Phase: •Line-Item No: 1 - Screening and Shortlisting of Targets Broad Scope: •Identification and screening of potential targets based on strategic fit, sector relevance, and high-level feasibility •Preliminary assessment using publicly available and/or HPCL-provided information •Preparation of shortlists and high-level screening outputs to support go / no-go decisions on further evaluation Please refer tender document for detailed scope and payment terms.

High Level Due Diligence-Hold — Phase II – High-Level (Red-Flag) Due Diligence up to Non-Binding Offer (NBO) Objective: Support HPCL in assessing deal rationale, key risks, and indicative valuation to enable submission of a Non-Binding Offer (NBO). Line Items under this Phase: •Line-Item No: 2 - High Level Financial, Commercial and Tax Due Diligence Due Diligence - Holding Company/Platform •Line-Item No: 3 - High Level Financial, Commercial and Tax Due Diligence Due Diligence - per SPV/Subsidiary Broad Scope: •High-level review of business, financial, commercial, regulatory, and strategic aspects of identified targets •Identification of material risks, red flags, and potential deal-breakers •Indicative valuation range and preliminary deal approach •Support HPCL in preparation, internal approvals, and submission of the NBO This phase shall be limited to early-stage assessment and shall not substitute for detailed due diligence. Please refer tender document for detailed scope and payment terms.

High Level Due Diligence- — Phase II – High-Level (Red-Flag) Due Diligence up to Non-Binding Offer (NBO) Objective: Support HPCL in assessing deal rationale, key risks, and indicative valuation to enable submission of a Non-Binding Offer (NBO). Line Items under this Phase: •Line-Item No: 2 - High Level Financial, Commercial and Tax Due Diligence Due Diligence - Holding Company/Platform •Line-Item No: 3 - High Level Financial, Commercial and Tax Due Diligence Due Diligence - per SPV/Subsidiary Broad Scope: •High-level review of business, financial, commercial, regulatory, and strategic aspects of identified targets •Identification of material risks, red flags, and potential deal-breakers •Indicative valuation range and preliminary deal approach •Support HPCL in preparation, internal approvals, and submission of the NBO This phase shall be limited to early-stage assessment and shall not substitute for detailed due diligence. Please refer tender document for detailed scope and payment terms.

Full Scope Due Diligence-Hold — Phase III – Detailed Due Diligence and M<(>&<)>A <(>&<)> Tax Structuring up to Binding Offer (BO) Objective: Enable HPCL to validate assumptions, finalise valuation and transaction structure, and submit a Binding Offer. Line Items under this Phase: •Line-Item No: 4 - Full Scope Financial, Commercial and Tax Due Diligence - Holding Company/Platform •Line-Item No: 5 - Full Scope Financial, Commercial and Tax Due Diligence - per SPV/Subsidiary •Line-Item No: 6 - M<(>&<)>A Advisory and Tax Structuring Broad Scope: •Full-scope, confirmatory financial, commercial, and tax due diligence at:Holding company / platform level, and SPV / subsidiary level, where applicable •Quantification of risks, validation of assumptions, and valuation support •Design of optimal transaction and tax structure •Finalization of bid price, commercial terms, and risk mitigations •Support for internal approvals and preparation and submission of the Binding Offer This phase shall cover all activities from acceptance of the NBO up to submission of the Binding Offer. Please refer tender document for detailed scope and payment terms.

Full Scope Due Diligence- — Phase III – Detailed Due Diligence and M<(>&<)>A <(>&<)> Tax Structuring up to Binding Offer (BO) Objective: Enable HPCL to validate assumptions, finalise valuation and transaction structure, and submit a Binding Offer. Line Items under this Phase: •Line-Item No: 4 - Full Scope Financial, Commercial and Tax Due Diligence - Holding Company/Platform •Line-Item No: 5 - Full Scope Financial, Commercial and Tax Due Diligence - per SPV/Subsidiary •Line-Item No: 6 - M<(>&<)>A Advisory and Tax Structuring Broad Scope: •Full-scope, confirmatory financial, commercial, and tax due diligence at:Holding company / platform level, and SPV / subsidiary level, where applicable •Quantification of risks, validation of assumptions, and valuation support •Design of optimal transaction and tax structure •Finalization of bid price, commercial terms, and risk mitigations •Support for internal approvals and preparation and submission of the Binding Offer This phase shall cover all activities from acceptance of the NBO up to submission of the Binding Offer. Please refer tender document for detailed scope and payment terms.

M&A Advisory and Tax — Phase III – Detailed Due Diligence and M<(>&<)>A <(>&<)> Tax Structuring up to Binding Offer (BO) Objective: Enable HPCL to validate assumptions, finalise valuation and transaction structure, and submit a Binding Offer. Line Items under this Phase: •Line-Item No: 4 - Full Scope Financial, Commercial and Tax Due Diligence - Holding Company/Platform •Line-Item No: 5 - Full Scope Financial, Commercial and Tax Due Diligence - per SPV/Subsidiary •Line-Item No: 6 - M<(>&<)>A Advisory and Tax Structuring Broad Scope: •Full-scope, confirmatory financial, commercial, and tax due diligence at:Holding company / platform level, and SPV / subsidiary level, where applicable •Quantification of risks, validation of assumptions, and valuation support •Design of optimal transaction and tax structure •Finalization of bid price, commercial terms, and risk mitigations •Support for internal approvals and preparation and submission of the Binding Offer This phase shall cover all activities from acceptance of the NBO up to submission of the Binding Offer. Please refer tender document for detailed scope and payment terms.

Post-Award and Pre-Closing — Phase IV – Post-Award and Pre-Closing Activities up to Transaction Completion Objective: Translate the Binding Offer into legally binding agreements and complete the transaction in a compliant and controlled manner. Line Items under this Phase: •Line-Item No: 7 - Post-Award and Pre-Closing Activities up to Transaction Completion Broad Scope: •Negotiation, finalization, and signing of definitive transaction documents (SPA / SHA / BTA, as applicable) •Coordination of regulatory, statutory, lender, and third-party approvals •Management and fulfilment of Conditions Precedent (CPs) •Financial closing adjustments, reconciliations, and payment mechanics •Execution of closing and transfer of ownership This phase shall commence once HPCL is selected as the successful bidder and shall conclude upon legal and financial completion of the transaction. Please refer tender document for detailed scope and payment terms.

Post-Award, Post-Closing — Phase V – Post-Award, Post-Closing Support Objective: Support HPCL in post-closing stabilization and early integration following completion of the transaction. Line Items under this Phase: •Line-Item No: 8 - Post-Award, Post-Closing Support Broad Scope: •Post-closing statutory and regulatory filings and notifications •Financial and accounting transition support •Early-stage integration and operational transition planning •Change management and stakeholder communication support •Initial monitoring of post- closing obligations and risks This phase shall be time-bound and advisory in nature, commencing only after transaction completion. Engagement Structure •Each phase shall be governed by clearly defined line items, scope boundaries, and escalation principles as detailed in the tender d ocument. •The Consultant shall provide phase-appropriate ownership, coordination, and advisory support, aligned with HPCL’s governance and approval framework. Please refer tender document for detailed scope and payment terms.