Share Value

Note: Exchange Rate used

For 2023-24: Average Rate 1 US $ = ? 82.80; Closing Rate 1 US $ = ? 83.41 as on 31.03.2024 For 2022-23: Average Rate 1 US $ = ? 80.42; Closing Rate 1 US $ = ? 82.18 as on 31.03.2023

It gives me immense pleasure to present the 65^th Annual Report and the 7^th Integrated Annual Report of the Company for the financial year ended March 31,2024, along with the Audited Standalone and Consolidated Financial Statements and Auditor's Report thereon.

The year 2023-24 was nothing short of extraordinary - a year that challenged, inspired, and propelled your Company to new heights. Despite the challenges posed by instabilities in geopolitical scenario and volatile crude oil prices, your Company stood tall, fuelling the nation's progress with unwavering dedication and unmatched efficiency. Riding on these strengths, your Company achieved remarkable performance milestones during the year on both financial and physical parameters.

The market capitalisation touched an all-time high of ? 2.72 Lakh Crore; the share prices soared to the highest in the last six years and

tripled in the last 3 years. Building on this excellence, your Company envisions to become the nation's primary energy provider by fulfilling 1/8^th of India's energy needs, enhancing its contribution to 12.5% in India's energy mix by 2050. By exploring a comprehensive spectrum of green transition pathways, including biofuels, green hydrogen, and electric vehicle infrastructure, your Company is driving India's transition towards a sustainable energy landscape.

The core values of the Company were revisited during the year, in view of the changing business scenario and the organisational growth plans. Fuelled by the mission to 'Propel the Nation' and the zeal of being 'On Duty Always', a 5^th Value of 'Nation-First', was infused with the existing core values of 'Care', 'Innovation', 'Passion' & 'Trust' on first-ever Values Day celebrated on June 30, 2023.

The macro-economic, geo-political, financial, industry-specific information and markets in which the Company operates are provided in the Management Discussion and Analysis section, which forms a part of this Integrated Annual Report.

Issue of Securities/Changes in Share Capital

There was no change in the equity share capital of the Company during the year. Further, the Company did not raise any funds by issuance of debentures/bonds.

Dividend

The Board of the Company has formulated a Dividend Distribution Policy and the dividends declared/recommended, are in accordance with the said policy. The policy is hosted on the website of the Company at: https://www.iocl.com/download/ Dividend-Disribution-Policy.pdf

During the year, the Company paid an interim dividend of ? 5/- per share. In addition, the Board of the Company has recommended a final dividend of ? 7/- per share for the year, thereby taking the total dividend for the year to ? 12/- per share with a total pay-out of ? 16,525.87 Crore equivalent to 41.71% of the PAT This is the 57^th consecutive year of dividend declaration by the Company with cumulative pay-out of ? 1,07,162 Crore (including the proposed final dividend for 2023-24).

Contribution to Exchequer

The Company has been one of the largest contributors to the Government exchequer in the form of duties, taxes, and dividend. During the year ? 2,41,629 Crore was paid to the exchequer as against ? 2,40,185 Crore paid in the previous year, an increase of 1%. An amount of ? 1,21,171 Crore was paid to the Central Exchequer and ? 1,20,458 Crore to the States Exchequer compared to ? 1,16,271 Crore and ? 1,23,914 Crore paid in the previous year, respectively.

© A Process Unit at IndianOil Gujarat Refinery Refineries

Amidst the imperatives of decarbonisation and energy efficiency, the Refineries have played a pivotal role in meeting the surging energy demand of the nation, spurred by rapid urbanisation and industrial growth. During 2023-24, the Refineries not only achieved significant milestones but also showcased exemplary performance across multiple fronts. The Refineries achieved the highest ever annual crude processing of 73.31 MMT in 202324, surpassing the previous best of 72.41 MMT in 2022-23. The capacity utilisation was 104.5%, surpassing the previous best of 103.8% during 2018-19. The year also witnessed the highest ever crude throughput of 84.95 MMT by group refineries (including Chennai Petroleum Corporation Ltd.) surpassing the previous best of 83.72 MMT achieved in 2022-23.

The refineries achieved a distillate yield of 79.3%, fuel & loss of 9.1% while achieving 97.3% operational availability. In terms of efficient energy utilisation, the refineries recorded MBN of 68.7 as compared to 68.0 in 2022-23. The refineries achieved Energy Intensity Index (EII) of 96 which is same as last year.

During the year 2023-24, 6 new grades of crude were included in the crude basket of the Company thereby taking the crude basket to 253 grades from different regions such as Africa, Middle East, America, Russia, etc.

The performance of the petrochemical units was also extraordinary during the year as the Panipat Naphtha Cracker achieved the highest ever Naphtha processing of 3111.8 TMT; highest ever Butadiene production at 112.9 TMT; highest ever Polypropylene (PP) production at 682.0 TMT; highest ever Swing

Unit Production at 367.0 TMT; highest ever HDPE Unit production at 331.0 TMT. Paradip Refinery and Gujarat Refinery also achieved the highest ever production of 541 TMT of PP and 173 TMT of LAB respectively.

The year saw significant achievements which include commissioning of RLNG infrastructure at Barauni Refinery in July 2023 and at Paradip Refinery in November 2023, expansion of Guwahati Refinery from 1.0 MMTPA to 1.2 MMTPA in November 2023, commissioning of revamped PX/PTA plant at Panipat (from 553 KTPA to 700 KTPA) in December 2023, commissioning of CDW-II unit of Haldia Refinery in March 2024 and commissioning of first of its kind Catalyst Manufacturing Unit at Panipat in January 2024. In a boost towards achieving circular economy a first of its kind initiative was taken for utilisation of rejuvenated catalyst in combination with fresh catalyst in DHDT units of Panipat, Gujarat, Mathura and Bongaigaon Refineries.

In October 2023, Reference Diesel B7 and Reference Gasoline E10 were launched from Panipat and Paradip Refineries respectively. In January 2024, Reference Gasoline E-20 was launched from Paradip Refinery. These fuels are used for calibration and testing of vehicle by Automobile manufacturers and testing agencies like ICAT (International Centre for Automotive Technology) and ARAI (Automotive Research Association of India). In November 2023, the first batch of Ethanol Blended MS was produced and dispatched from Haldia Refinery to Port Blair. In view of the ban on use of FO with Sulphur content of more than 1.8%, FO-180 (1.8% Sulphur) was produced at Panipat Refinery in December 2023. In another significant development, co-processing of Used Cooking Oil (UCO) commenced in DHDT unit of Paradip Refinery

o IndianOil's Robust Pipeline Network

Marketing

Your Company assiduously ensures availability and access of petroleum products to every corner of the country. The Company maintained its market leadership in the industry with an overall market share of 42.44% with a sales volume of 83.3 MMT (excluding LNG) during 2023-24.

During the year, your Company commissioned 1,260 Retail Outlets (ROs), 322 CNG stations and 40 CBG stations, consistently building a formidable network infrastructure totaling to 37,472 retail outlets, 2,110 CNG stations and 85 CBG stations as on March 31, 2024. Your Company recently bagged 10 large Way Side Amenities (WSA) sites (~15 acres each) from NHAI on the upcoming Delhi - Amritsar- Katra access-controlled expressway (6 nos. in Haryana and 4 nos. in Punjab) and has also bagged 4 very large format WSA sites (~45 acres each) in Rajasthan on the prestigious Delhi - Mumbai Expressway. With this, your Company has bagged 64 WSA sites (51 from NHAI and 13 from State Governments) and has successfully tied up with private concessionaires of NHAI WSA sites at additional 51 sites for setting up fuel & gas stations. Your Company is making significant investment towards look & feel of the Retail Outlets

(ROs) covering driveway, canopies, monolith, unipole and RVI elements. Further, for door-to-door delivery, 32 Mobile Dispensers were added during the year, taking the total number to 1193.

Maintaining the drive to utilise green energy in its retail network, the Company solarised 10,655 RO's during 2023-24, thereby taking the number of solarised ROs to 31,647 (with capacity of 165.57 MWp), which is 84.5% of entire network. To keep the environment clean, 3158 ROs have been provided with Vapour Recovery System (VRS), which includes all ROs of NCR. In sync with the Company's Net-Zero commitment, 3,601 EV Charging Stations (EVCS) were commissioned during 2023-24, aggregating to 9,059 EVCS. 16 Battery Swapping facilities were also commissioned during the year. 27 ROs, depicting the historical and cultural significance of the RO to the Company, were renovated during the year and rechristened as 'Heritage ROs'. These ROs aren't just fuel stations but are created as cultural hubs that blend tradition with modern amenities, showcase exquisite artwork, and help support local tourism.

The branded fuels of the Company now have a very strong loyal base of customers and XP95 (95 octane MS), XG (cleaner and

Q IndianOil Heritage Retail Outlet in Madhya Pradesh

greener HSD), XP100 (100 octane MS) were available at 11,000 , 6,900 and 170 RO's respectively as on March 31, 2024. The XTRAREWARDS loyalty membership programme for urban markets crossed the 3.3 Crore mark during the year.

The Company forged a groundbreaking partnership with MotoGP, the pinnacle of motorcycle racing, to sponsor the first ever MotoGP event held in India at Buddh International Circuit, Noida. This collaboration marked a significant milestone in the realm of motorsports, as the Company showcased its premium fuel XP100.

The LPG business achieved sales of 14.17 MMT, registering a growth of 2.5% over previous year. The Company has a market share of over 45% with more than 15 Crore customers. Your Company continues to play the leadership role in the implementation of the Pradhan Mantri Ujjwala Yojna (PMUY). During the year more than 54 Lakh new LPG connections (including 37.5 Lakh under PMUY) were released. The year also witnessed the highest ever bulk LPG sales of 498 TMT, highest ever NDNE (Non-Domestic Non-Essential) sales of 1035 TMT, highest ever Xtratej sales of 312 TMT, highest ever Chottu (a small 5 Kg gas cylinder) sales of 25.2 TMT.

In October 2023, your Company successfully commissioned the 1.2 MMTPA state-of-the-art LPG Import terminal at Kochi. To enhance the Company's bottling capacity and improve supply of LPG to customers, 3 bottling plants at Kharagpur, Jodhpur and Sitarganj were commissioned during the year, thereby taking the total number of LPG bottling plants to 99 with bottling capacity of 10,973 TMTPA. The LPG distributorship network was further strengthened during the year, aggregating to 12,880.

Various LPG customer centric initiatives like 'Indane Har Din Aapki Seva Mein' (a programme aimed to enhance customer service ensuring refill delivery on all seven days of the week), 'Suraksha Hose Badlo India campaign' (for replacement of Suraksha hose), 'Khushiyan Ab Teen Guna' (basic safety checks of LPG

installation at customers' premises on free of cost), 'Indane Easy Go' (allow customer to retain their pressure regulator while availing Transfer Voucher) and SMS reminders for Refill booking. were introduced during the year. The various safety initiatives undertaken resulted in reduction in domestic accidents by around 50% over previous year.

As on March 31, 2024, your Company had 126 supply locations (depots/terminals) spread across the country reaching petroleum products to even far-flung areas even during difficult times including natural calamities. Your Company is the only Oil Marketing Company serving Andaman & Lakshadweep Islands. Other significant achievements during the year include supporting Defence Forces in Port Blair by positioning fuel for military aircraft, providing efficient refueling support during the G-20 Summit, ensuring fuel availability and logistical support during crisis like Biparjoy cyclone and the Imphal crisis.

Under the Government's flagship Ethanol Blended Petrol (EBP) Programme, your Company has been blending Ethanol with MS to enhance energy security, reduce dependence on fuel imports, save foreign exchange, and address environmental issues, while also boosting domestic agriculture sector. Under the Ethanol blending programme, E20 petrol was rolled out at more than 4,500 ROs and the Company achieved the highest ever blending percentage of 12.68% during 2023-24. E20 fuel was available at 4,718 ROs as on March 31, 2024 across all states and UTs.

E100, the revolutionary green fuel produced only by your Company has the potential to transform not only the transportation sector but will also generate employment in rural India and would reduce dependency on fossil fuels. The product was launched in New Delhi in March 2024 by the Union Minister for Petroleum & Natural Gas. The product has been introduced at 400 ROs in 4 States of Uttar Pradesh, Maharashtra, Karnataka & Tamil Nadu in addition to one outlet in Delhi.

Your Company continued to assert its dominance in the Aviation Fuel Market, maintaining its leadership position with a market share of 58% during 2023-24 with sales volume of 4.8 MMT, a growth of 5.9% over previous year. Marking a significant milestone, the 129^th AFS was inaugurated at Ayodhya, coinciding with the unveiling of Maharshi Valmiki International Airport.

SERVO - the Superbrand of Lubricants, is continuously surpassing its milestone of highest ever volume achieved every year since 2021 and growing at CAGR of 15.3% since 2019-20. SERVO registered the highest ever sales volume of 728 TMT (including exports), registering a growth of 3.7% in 2023-24. Two new products viz. SERVO Hypersport F5 & SERVO Grease Miracle were launched on World Environment Day. Two new grades viz. SERVO Futura ME 20W-50 & SERVO Pride ME 15W-40 were launched in Dubai in November 2023 by SERVO Brand Ambassador, John Abraham.

Your Company became the first Indian Company to produce FIM (Federation Internationale de Motocyclisme) Category 2 Race fuel in the country, aptly named "STORM - Ultimate Racing Fuel”. The first consignment was exported to Thailand in February 2024. Your Company also entered into partnership with Two Wheeler Motor Racing, Malaysia for the prestigious FIM Asia Road Racing Championship as the "Official Fuel Partner” for 3 years.

During the year 38 OEM approvals were received from major automotive companies such as Tata Motors, Skoda, Volkswagen, Volvo SDLG, Hero Motocorp, Hyundai and Mahindra & Mahindra. SERVO added 5 more countries viz. Guyana, Sierra Leone, Ghana, Mozambique and Brazil and increased its footprints to 42 countries worldwide. Power Machine JSC, Russia, the largest OEM of Nuclear Power Turbines in the world, approved Servosynturbo GF 46 (a synthetic oil) for use in Nuclear Power Turbines for bearing lubrication.

Under the sustainable initiatives to reduce the carbon footprints 326 marketing locations of the Company were GreenCo certified as on 31.03.2024. During the year, 12.91 Lakh saplings were planted at various marketing locations across the country. Under the green initiatives, your Company launched its second sustainable SERVO Container - SERVO PET360 in 1 litre pack during the year. This is a second initiative with recycled plastic, after successful introduction of SERVO Container with 30% PCR (Post-Consumer Recycled).

To enhance the Customer Recognition and Trust, campaigns like 'On Duty Always - Hamesha Open' and 'We never shut' and other campaigns with celebrities like Amitabh Bachchan, John Abraham and Master Chef Sanjeev Kapoor, were launched.

The Cryogenics group of the Company is pioneer in cryogenics with over 40 years of experience in design and production of state-of-the-art vacuum super insulated Cryogenic Storage & Transport Vessels for LIN, Lox, Lar & LNG applications. Maintaining its leadership, the cryogenic group sold over 36,000

units of cryocans during the year. Widening the market reach, cryocans were exported to the Netherlands. The Company's first LNG dispensing facility at Sriperumbudur (for dispensing Auto LNG) and LNG Hub at Salem and Vizag (for delivery of CNG/piped natural gas for City Gas Distribution) was commissioned during the year. Leveraging its technological superiority, the Cryogenic group is poised to become a dominant player in Cryogenics and LNG equipments business.

Research and Development

The R&D Centre of the Company is instrumental in supporting the "Atmanirbhar Bharat" initiatives through the development of cost effective and eco-friendly technological solutions. Cutting-edge research is conducted across core areas of expertise, including fuels & lubricants, refining technologies & catalysts, and petrochemicals & polymers. The Centre's endeavors also extend to emerging fields such as Nano Technology, Solar, Bioenergy, Hydrogen, Fuel Cell, and Energy Storage, thus charting the course for the future.

During the year, the research endeavors resulted in filing of 90 patents, taking the total number of filed patents to 1736 as of March 31, 2024. Further, the Company was granted 183 patents during the year, taking the total effective patent portfolio to 1636.

R&D Centre's contributions to Catalyst and Process Technology development have significantly bolstered India's self-reliance under “Atmanirbhar Bharat." In fiercely competitive sectors dominated by multinational corporations, its innovative solutions have reduced dependency on foreign licensors, empowering indigenous expertise to thrive and strengthen India's position in the global energy landscape. The major developments during the year include successful commissioning of Catalyst Manufacturing Unit (CMU) at Panipat Refinery; installation of a 300 kTA indDSK unit at Paradip Refinery to produce Pipeline Compatible Kerosene (PCK); introduction of a groundbreaking 'Mixed Metal Oxide' catalyst for Light Naphtha Isomerisation at Bongaigaon Refinery thus enhancing refinery capabilities and enabling licensing of ISOM technology; development of DHDT Digital Twin Model integrating AI/ML techniques with R&D kinetic model (DHDT-MOD) for realtime monitoring of catalyst performance at Guwahati and Digboi Refineries, aiding in catalyst life assessment for Gujarat Refinery and Guwahati Refinery DHDT/ NHT Units; development of Crude Assay Database Management Software (CADMS) to systematise storage and retrieval of crude assay data; etc.

In pipeline research, in-house developed IPIG tools were utilised for record 2,711 Km of inline inspection of pipelines during 2023-24. Besides, in-house developed and patented Real-Time Polymerase Chain Reaction (RT-PCR) kit 'qPCR,' to provide accurate quantification of corrosion-causing microbes was also introduced.

In the domain of Alternative & Renewable Energy, the notable accomplishments of R&D Centre during 2023-24 include:

• Successful demonstration of the enzyme-assisted CO₂ capture technology 'eCO₂Sorb' at the existing TFL CO₂ capture plant, resulting in a remarkable 21% improvement in energy efficiency after retrofitting.

• Mechanical completion and starting of a 200 TPD paddy straw-based plant at Gorakhpur for producing CBG.

• Development and successful field trials of microbial blend 'StubVorous' for in-situ decomposition of crop residue, facilitating crop rotation within a short window which has been validated by District Agriculture Departments.

• Continuing with the in-house StartUp initiative, an Open Innovation Challenge on "Green Resolve - Amrit Kaal Adhyay was launched and after 3 levels of rigorous screening, evaluation & selection, six proposals were selected for further funding & incubation. The selected startups have been on-boarded in April 2024.

Business Development

Over the years, the Company has spread its wings beyond its core business and has made significant strides in the fields of Petrochemicals, Natural Gas, Alternative Energy, Exploration & Production, and Explosives and has also expanded its business overseas.

Petrochemicals

Your Company is the second largest player in the Indian petrochemicals market. During the year, petrochemical sales, including exports, soared to 3.1 MMT, marking the Company's highest-ever performance.

During the year, for the first time, PROPEL Polymers and Monoethylene Glycol (MEG) were offered through Government e-Marketplace (GeM) portal. The Product range was enriched with the addition of two new specialised PPCP (Polypropylene copolymer) grades 2300MX & 5300MN and a random co-polymer 2120MC. The introduction of 2300MX, specifically designed for houseware and food containers, positions the Company as the sole domestic producer of this premium grade. In another first, the Company received mandatory MRS10 rating approval from Element, Sweden, for its PE 100 Orange & Black compound, paving the way for the Company to introduce PE Orange compounds for CGD gas transportation. The milestone positions the Company as the first domestic producer in India to offer this material, substituting imports and boosting Atmanirbharta. The Company achieved another milestone with its inaugural import of LDPE from South Korea, which has helped it enhance its product offerings range to better serve polymer market demands.

During the year, the Company began marketing 'CYCLOPLAST,' a proprietary brand of polymer recyclates focused on plastic neutrality, across its established sales channels, following its successful launch in 2022-23.

The Company had initiated the 'Unbottled' project in 2022, with an aim to repurpose waste PET bottles into eco-friendly

garments. During the year, as part of this initiative, around 3 Lakh Retail Outlet attendants and Indane delivery boys were provided green garments as uniforms, made from nearly 8 Million recycled PET bottles.

In pursuit of globalising its petrochemicals brand "PROPEL¹, the Company expanded its export operations to various countries, such as Nepal, Bangladesh, Sri Lanka, Vietnam, and regions in Africa. During the year, polymer exports to Nepal hit a new high of 50.7 TMT, surpassing the previous high of 45.2 TMT set in 2016-17. The Company also successfully executed its first-ever polymer export shipment to Bangladesh via road transport.

During the year, the Company successfully commissioned the new Ethylene Glycols plant in Paradip and the revamp of the Para-Xylene/ Purified Terephthalic Acid plant at Panipat Refinery. Additionally, various other projects are underway, including the establishment of Polypropylene units at Barauni and Gujarat Refinery and Butyl Acrylate Plant at Gujarat Refinery.

In March 2023, the Board of the Company had accorded inprinciple approval for a mega petrochemical complex in Paradip, Odisha, with an investment of ? 61,077 Crore During the year, land acquisition and tendering of project management consultants for the project were initiated. Upon completion, this project would mark a significant milestone in the Company's strategy to increase its Petrochemical Intensity Index (PII) to over 15% by 2030, from the current level of 6.11%.

Natural Gas

During the year, the Company achieved a significant milestone by recording sales of 6.5 MMT (including internal consumption), a remarkable 49% year-on-year increase, far surpassing the industry growth rate of 10%. This success boosted the Company's market share in India's natural gas market to 13%, up from 10% in previous year.

During the year, the Company's sourcing of domestic gas was strengthened, with sourcing of 1.8 MMT as compared to only 0.3 MMT in 2022-23. Bidding aggressively in the HP-HT tenders in 2023-24 for fertiliser customers as an aggregator, the Company successfully procured 5.2 MMSCMD (1.4 MMT) of natural gas. In addition, long term gas sales agreements totalling 1.6 MMT were executed with 9 fertiliser units.

The Company also bolstered its supply lines of imported gas. As part of its commitment to strengthen India's energy security, the Company signed Heads of Agreement with Abu Dhabi National Oil Company (ADNOC), UAE and Sales and Purchase Agreement (SPA) with TotalEnergies, France for the supply of 1.2 MMTPA and 0.8 MMTPA LNG respectively for a multi-year long term deal. Additionally, 2.25 MMTPA LNG contract renewal with Qatar Energy through Petronet LNG ltd. was also executed.

In the Small-Scale LNG (SS-LNG) segment, highest-ever sale of 151 TMT was achieved during the year, reflecting a remarkable year-on-year growth of 125%.

The Company has also commenced LNG sales from its 1^st LNG retail outlet in Sriperumbudur in Tamil Nadu. 15 new LNG stations are also under various phases of commissioning on the Golden Quadrilateral and other major National Highways of the country.

o IndianOil LNG Station in Chennai

During the year, 5 MMTPA Dhamra LNG Terminal was commissioned, where the Company has booked 3 MMTPA regasification capacity. This along with the 5 MMTPA terminal at Ennore has strengthened the Company's presence on the eastern coast of the country. The Company's total regasification capacity stood at 13.18 MMTPA on March 31,2024.

As a part of the Company's range of initiatives across the natural gas value chain, commissioning of all the trunklines of Ennore

- Thiruvallur - Bengaluru - Puducherry - Nagapattinam - Madurai

- Tuticorin natural gas pipeline was completed during the year, taking the total length of natural gas pipeline network to over 1,300 Km. In addition, the Company is also implementing four natural gas pipelines projects through JVs.

City Gas Distribution (CGD)

With an aim to build a gas-based economy and realise Hon'ble PM's vision of taking the share of natural gas in the energy pie to 15% by 2030, the Company continued its momentum to build infrastructure for faster roll out of City Gas Distribution services.

The Company along with its 2 JVCs (IndianOil Adani Gas Pvt. Ltd. & Green Gas Ltd.) is now present in 49 Geographical Areas (GA) and 114 Districts spread across 21 States and UTs, making it one of the largest CGD players in the country. On standalone basis, the Company has authorisations for 26 GAs, covering 77 Districts, in 11 states and UTs. With commencement of CNG sales in Jammu GA, the 6^th this year, all 26 GAs awarded to the Company are now operational. The CGD joint venture companies (IndianOil Adani Gas Pvt. Ltd. & Green Gas Ltd.) of the Company registered highest-ever sales of 505 MMSCM during 2023-24 with a year-on-year growth of 10%.

Exploration & Production (E&P)

The Company's upstream portfolio consists of 18 domestic & 11 overseas assets, of which 8 assets are producing (1 domestic, 7 overseas). During the year, the production from these producing assets stood steady at around 4.25 Million Metric Tonne of Oil

Equivalent (MMToe). Apart from the producing assets, 7 assets are under development, 4 assets have discoveries, 1 asset is under appraisal and 9 assets are under exploration.

The Company possesses a diverse portfolio of domestic assets, including a producing field in Assam, 6 developmental assets spanning Assam, Jharkhand, Gujarat, Andhra Pradesh, and Maharashtra, as well as 11 exploration assets located in Mizoram, Gujarat, Assam, Tripura, and Rajasthan. The Company holds varying participating interests in these blocks, ranging from 20% to 100%, and acts as the operator in 2 domestic blocks. The gas sales from the Company's domestic Coal Bed Methane (CBM) Block in Bokaro is expected to commence in 2024-25. The pipeline tie-in connectivity to the block has been completed in preparation for the commencement of gas sales.

During the year, the Company's domestic exploration and production efforts got fortified further on being successful through National Company Law Tribunal Order in favour of the Company for acquisition of Mercator Petroleum Ltd. (MPL) under the Corporate Insolvency Resolution Process. The acquisition making MPL a wholly owned subsidiary of your Company, was completed in May 2024 following requisite approvals from NITI Aayog and DIPAM. In the Company's overseas operated asset, a new discovery was made during the year in Onshore Block-1, Abu-Dhabi, taking the number of discoveries in this asset to three. Another encouraging development during the year was, lifting of, Force Majeure in Company's discovery asset, Area 95-96 in Libya, paving the way for starting execution of balance commitment of drilling 2 wells in the block. In the Pacific Northwest project, Canada, which is a producing asset, Gas Sales Agreement (GSA) for offtake of 510 Million cubic feet per day of feed-gas, was entered into with Petronas for supplying the gas by 2026.

The Company aims to raise its upstream integration ratio to 10% by 2030 from its current ratio of 5.3%, primarily through investment in domestic assets, while also tapping suitable overseas opportunities, especially in producing oil and gas blocks.

Alternative Energy

During the year, the Company achieved highest ever renewable power generation of 401.50 Million units leading to mitigation of 368.98 TMT of CO₂ equivalent emissions through its portfolio of 246.94 MW of Renewable Energy, which consists of 167.60 MW of wind capacity and 79.34 MW of solar photo voltaic capacity as on March 31,2024.

As part of its broader strategy to expand renewable energy initiatives nationwide, the Company has entered into a nonbinding MoU with the Government of Goa and Gujarat Industries Power Company Ltd., for collaboration in Green Energy/Low Carbon initiatives.

The Company is the lead implementation agency of SATAT (Sustainable Alternative Towards Affordable Transportation), under which Letters of Intent (LoIs) are issued to entrepreneurs for setting up plants for supply of CBG to Company's retail outlets and direct customers. The total count of active LoIs stands at 1,596 as on March 31, 2024. During the year, 8 CBG Plants were commissioned, taking the tally of commissioned CBG plants under Company's fold to 31. During the year, the Company commissioned a major CBG plant in Gorakhpur, Uttar Pradesh, which can process 200 TPD of Paddy Straw. The Company sold around 7.8 TMT of CBG during the year through 85 retail outlets and 2 Industrial Consumers under the brand name 'IndiGreen'.

The Company aims to set up 30 CBG Plants across India through Joint Venture Companies to achieve its Renewable Energy aspirations as well as Net-Zero operational emissions 2046 targets. The Company is also associating with State Agriculture Universities (Punjab, Raipur, Himachal Pradesh, Madhya Pradesh) for undertaking multi location field trials of Fermented Organic Manure to establish its efficacy and role in yield improvement.

The Company has initiated 21 Expression of Interests (EoIs) to procure Biodiesel derived from Used Cooking Oil (UCO) in 2 phases, aiming to explore Biofuel for blending purposes. As of March 31, 2024, the Company has issued 31 LOIs for the

establishment of Biodiesel plants, with an annual cumulative capacity of 23.5 Crore Liters.

The Company is engaged in strategic partnerships with LanzaJet Inc, USA and Praj Industries Ltd., India, aiming to establish Sustainable Aviation Fuel (SAF) facilities in India. The Company plans to set up SAF Plant at Panipat in collaboration with LanzaJet. During the year, the Company entered into a nonbinding Term Sheet with Praj Industries for formation of 50:50 Joint Venture Company in India for setting up of Sustainable Aviation Fuel (SAF) and other Biofuel plants comprising Ethanol, CBG, Biodiesel, Bio-bitumen, etc. The Company is also exploring possibility for implementation of large and small modular nuclear projects through JV route.

The Company intends to expand its green energy portfolio beyond its own 2046 target requirement, assuming a significantly greater role in supporting the nation's goal of achieving Net-Zero by 2070. The Company has incorporated a Wholly Owned Subsidiary (WoS) "Terra Clean Ltd.” in May 2024 to undertake low-carbon, innovative, clean, and sustainable energy operations, demonstrating its dedication to advancing its green initiatives.

Sustainable Development

In alignment with the Net-Zero target of 2070 for India, the Company has also been taking path breaking initiatives on Sustainability. In 2023, your Company was ranked as the top Indian company (ranked 23^rd) in the Transition Score ranking by BloombergNEF and earned the title of India's top ranked Oil and Gas Company in the S&P Dow Jones Sustainability Indices 2023.

The Company's carbon footprint during the year was ~22.76 MMTCO₂e, while total water footprint was ~149.6 Billion litres. The Company has committed to achieve Net-Zero emissions while continuing the efforts towards environment management and conservation. The Company also planted more than 1.5 Million saplings during the year within and beyond our organisational boundaries, besides undertaking emission mitigation efforts like energy efficiency, fuel replacement and alternative energy

projects. The Company is actively working towards rainwater harvesting and as on March 31, 2024, the Company has a catchment area of over 2,900 Hectare.

Net-Zero

In August 2022, the Company had set the target to achieve Net-Zero operational emissions (Scope 1 & Scope 2) by 2046. To achieve this goal, the Company has developed a comprehensive plan focused on reducing its carbon footprint by enhancing renewable energy portfolio, investments in low carbon technologies, reducing emissions from its value chain, and establishing climate-linked key performance indicators. In line with these commitments, the Company aims to develop a green energy portfolio comprising 31 GW of renewable energy, 4 MMT of biofuels, and 1 MMT of biogas by 2030, further scaling up to 200 GW of renewable energy, 7 MMT of biofuels, and 9 MMT of biogas by 2050. Strategic partnerships with stakeholders in the area of renewable energy, sustainable aviation fuel, compressed biogas, battery storage, electric mobility, nature-based solutions, green hydrogen, circular economy are being explored to drive Net-Zero solutions.

Overseas Business

To widen its international presence and to tap opportunities for collaboration and synergies, the Company has been focusing on regions it finds promising. In this regard, the Company has been trying to uncover business prospects in the neighbouring countries and beyond.

During the year, the Company continued export of products including Gasoil, Jet A1, Gasoline, AVGAS and Sulphur primarily to Bangladesh, Sri Lanka, and Indonesia. The Company's persistent efforts to broaden its market reach, diversify its product offerings, and explore new trade routes resulted in yet another milestone of the maiden export of ~17.3 MT of Sulphur to Bangladesh via road during the year.

The Company is the sole supplier of all major petroleum products to Nepal since 1975, governed by a General Supply Agreement. During the year, a Government-to-Government MoU was signed between the Governments of India and Nepal aiming for cooperation in building Petroleum Infrastructure and ensuring the energy security of Nepal by providing cleaner & affordable petroleum products. The MoU covers four projects valued at ? 2000 Crore to be constructed by the Company as a unified project. In addition, the Company's WoS IndianOil (Mauritius) Ltd has formed a joint venture company to build 6000 KLPA Lubricant Blending Plant in Nepal. During the year, IndianOil Total Pvt. Ltd. (ITPL), a 50:50 Joint Venture Company between IndianOil and Total Energies France, launched sale of Bitumen Derivatives and Bitumen Emulsions in Nepal.

In other geographies too, the Company is actively pursuing strategic collaborations to expand and diversify its portfolio. In a strategic move, an MoU was executed between Company's WoS IOC Middle East FZE and Orange Group - Gas Station Development Corporation for collaboration in downstream fuel retailing in Saudi Arabia. To harness collaborative opportunities in various business areas such as LNG, renewables and energy

transition, the Company has signed an MOU with the global energy and commodities trading giant Vitol.

Explosives

The Company holds leadership position in India's bulk explosives business. During the year, the Company enhanced its explosives manufacturing capabilities with the commissioning of its 13^th Bulk Explosives Support Plant with a capacity of 8 KTA at Basundhara, Sundergarh (Odisha). The Company is also taking initiatives towards product diversification and expansion of its footprints in the Southern and Western India, with its upcoming Bulk Explosives Plants at Neyveli (Tamil Nadu), Mandamarri (Telangana) and Majri (Maharashtra).

International Trade

Your Company imported 65.18 MMT of Crude Oil during the year, as against 67.50 MMT in the previous year to meet the crude requirement for processing at its refineries. The selection of Crude Oil is undertaken from a diversified mix of supply sources to optimise the cost as well as to improve flexibility. The import of petroleum products during the year was 9.08 MMT as against 10.11 MMT in the previous year.

Projects

Your Company spent a total of ? 42,236 Crore during 2023-24, which includes ? 41,524 Crore on projects and ? 712 Crore towards investments in joint ventures & subsidiaries. The Company single-handedly contributes more than 1/3^rd to the total CAPEX incurred by PSUs under the Ministry of Petroleum & Natural Gas. Currently, the Company is executing over 120 projects of varying scales with cumulative project cost of over ? 2.5 Lakh Crore, aimed at consolidating and enhancing its leadership position in the market.

Your Company is executing several futuristic projects encompassing Refinery Expansions, Petrochemicals, Infrastructure and Alternative Energy. The mega projects of capacity expansion include Panipat Refinery expansion from 15 to 25 MMTPA, Barauni Refinery expansion from 6 to 9 MMTPA, Gujarat Refinery expansion under LUPECH project from 13.7 to 18 MMTPA and Digboi Refinery expansion from 0.65 to 1.0 MMTPA, 9 MMTPA grass root refinery project at Nagapattinam, Tamil Nadu through Cauvery Basin Refinery and Petrochemicals Ltd. (a Joint Venture Company between IndianOil and CPCL), which are under different stages of implementation. To enhance the Company's Petrochemical Intensity Index (PII) to around 15% by 2030 from about 6.11% currently, significant investments are planned in the Petrochemical sector which include PX/PTA project at Paradip, Oxo-Alcohol project at Gujarat, Poly Butadiene Rubber at Panipat. The projects are being implemented with the triple objective of adding value to the conventional POL streams, taking advantage of the huge demand growth in the petrochemical sector, and to become "Atmanirbhar Bharat.

Your Company is executing various pipeline projects which upon completion would increase the pipeline network length to around 22,000 Km and enhance capacity to 167.47 MMTPA and 50.73 MMSCMD for liquid and gas pipelines respectively.

To support the Government's vision to increase the share of natural gas in energy mix from 6% to 15% by 2030, your Company is focused on developing natural gas infrastructure. This includes the construction of pipelines, enhancements for using natural gas within refineries, and expansion of CGD networks in 49 CGD Geographical Areas allocated to the Company and its Joint Venture Companies, with the goal to supply natural gas to households, commercial customers, and CNG stations nationwide.

In addition, your Company is developing a Technology Centre at its second R&D Campus in Faridabad. This Technology Centre will serve as a centre of excellence for research related to alternative energy and will play a significant role in achieving the Company's long-term sustainability goals.

Apart from focusing on its core business, your Company is also actively focused on adopting greener technologies, which includes Ethanol blended fuels, CBG, Green Hydrogen production, SAF to make growing aviation sector cleaner, substituting naphtha with gas, and exploring alternative fuels. These initiatives are aimed at reducing emissions, minimising environmental impact, and supporting the transition to a more sustainable and environment friendly energy landscape.

In the long term, the Company aims to increase its share in the country's energy mix from the current level of ~9% to ~12.5% by 2050, with renewables and biofuels contributing a quarter of this share. While current CAPEX predominantly focuses on core sectors, significant investments in energy transition and Net-Zero operations are being planned. This underscores the Company's commitment to growth and expansion, transitioning from core sectors to sustainable and Net-Zero operations. By leveraging innovative technologies and strategic partnerships, your Company is poised to lead the way in India's energy transformation, ensuring a balanced and environmentally responsible energy portfolio. Through these efforts, the Company will not only enhance its market position but also contribute significantly to the nation's energy security and sustainability goals.

Health, Safety & Environment (HS&E)

Your Company believes that "safety supersedes business objectives” and is thus committed to be a leader in Occupational Health, Safety and Environmental Protection by conducting its business with utmost emphasis on environment protection and ecological balance; Safety of its people, processes, assets, and operations; occupational health of its people and value-addition for its stakeholders. A well-defined Safety Management System is in place across the Company and compliance with safety systems and procedures and environmental laws is monitored at all levels in the organisation. The HS&E activities of the Company are also reviewed periodically by the Board. During the year 202324, various HS&E activities including awareness programmes, policy interventions, capability building, and training programmes were conducted.

Digital Transformation

The Company remains committed to customer centric solutions, with digital innovation at the core of our transformational journey. The Company's initiatives exemplify the dedication to customer care and the mission to be a trusted partner, delivering value to all stakeholders.

The electronic Platform for IndianOil Customers (ePIC) stands as the cornerstone of Enterprise Digital Business Solution, catering comprehensively to the needs of Secondary and Tertiary Customers. Over 3 Crore customers are now onboard on the XTRAREWARDS programme. The Common LPG Data Platform (CLDP), a strategic initiative under the aegis of the MoP&NG, which facilitates the de-duplication of customer master data and subsidy payments for eligible LPG customers across the OMCs viz. IndianOil, BPCL, HPCL, became operational during the year.

During the year, the Company spearheaded digitalisation, automation, and data-driven decision-making efforts. Key achievements include the rollout of various digital solutions, predictive maintenance initiatives, and the implementation of Robotic Process Automation (RPA) across functions, optimising

operations and enhancing efficiency. Some of the notable ones include the End-to-End Programme Management Suite for crossdivisional project oversight, Refinery Production Scheduler to optimise production planning, and an Energy Management System for asset-level utility cost reduction.

The Company has developed a very robust cyber eco-system with Defence-In-Depth-Width for faster identification, detection and mitigation of any cyber risks. The Company has further enhanced its cyber security through various technological and process improvements at the same time stricter controls have been put in place to ensure compliances and a cyber resilient environment.

Human Resources

The total strength of employees as on March 31,2024 was 30,321, comprising of 18,570 executives and 11,751 non-executives of which 2,726 were women employees. During the year, the Company recruited 840 executives and 134 Non-Executives. To further the cause of apprenticeship training in the country, the Company engaged 3,293 apprentices under various categories like Trade/Technician/Fresher/skill-certificate holder which constitutes 10.57% of the total workforce. The apprentices were imparted practical inputs with a structured monitoring and assessment methodology.

The Company scrupulously follows the Presidential Directives and Guidelines issued by the Government of India regarding the reservation in services for SC/ST/OBC/PwBD (Persons with Benchmark Disabilities)/Ex-servicemen/Economically Weaker Sections (EWSs) to promote inclusive growth. Rosters are maintained as per the directives and are regularly inspected by the Liaison Officer(s) of the Company as well as the Liaison Officer of the Government of India to ensure proper compliance. Grievance/ Complaint Registers are also maintained at Division/Region/Unit levels for registering grievances from OBC/SC/ST employees and efforts are made to promptly dispose of the representations/ grievances received. In accordance with the Presidential Directive, the details of representation of SC/ST/OBC in the prescribed format are attached as Annexure - I to this Report.

The provisions of 4% reservation for persons with disabilities in line with the Government of India's guidelines/instructions were implemented by the Company. Necessary concessions/

relaxations in accordance with the rules in this regard were extended to physically challenged persons in recruitment.

During the year, cordial industrial relations were maintained across the Company. The Company provides comprehensive welfare facilities to its employees to take care of their health, efficiency and economic betterment and enable them to give their best at the workplace. The Company supports participative culture in the management of the enterprise and has adopted a consultative approach with collectives, establishing a harmonious relationship for industrial peace, thereby leading to higher productivity.

During the year, employee centric measures like review of 'Child Care Leave' policy (whereby women employees shall be entitled to draw their last drawn Basic Pay and DA during the entire period of Child Care leave); '4R4U' Wellness Initiative (to assist employees in grappling with issues relating to physical, emotional & mental health challenges); 'Sambal' (workshops to strengthen the understanding of the competency framework by executives); 'Fempowerment' (to create more inclusive workplaces for women); 'Nav-Urja Nirman: Building a Future in Renewable Energy' (a talent development intervention to foster in-house expertise among junior/mid-level officers to navigate the complexities of renewable energy sectors) were conceived and rolled out.

Particulars of Employees

The provisions of Section 134(3)(e) of the Companies Act, 2013 are not applicable to a Government Company. Consequently, details on Company's policy on Directors' appointment and other matters as required under Section 178 (3) of the Act, are not provided.

Similarly, Section 197 of the Act is also exempt for a Government Company. Consequently, there is no requirement of disclosure of the ratio of the remuneration of each Director to the median employee's remuneration and other such details, including the statement showing the names and other particulars of every employee of the Company, who if employed throughout/part of the financial year, was in receipt of remuneration in excess of the limits set out in the Rules are not provided in terms of Section 197 (12) of the Act read with Rule 5 (1)/(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Hindi Implementation

Official language implementation in day-to-day functioning at various offices/locations/units is being ensured as per guidelines of Rajbhasha Vibhag. The provisions of the Official Language Act, 1963 and Rules of 1976 notified thereunder were complied with. The communications received in Hindi including any application, appeal or representation written or signed in Hindi are replied in Hindi. Official Language Implementation Committees (OLIC) have been formed in all offices/units to monitor the progress & promote new initiative in official language. The Parliamentary Committee on Official Language inspected 23 offices/locations/ units in 2023-24. During the inspections, Committee commended the Company's efforts in implementation of Official Language across the Company.

Corporate Social Responsibility

Your Company is guided by its corporate vision of caring for the community and the environment. The Company believes that CSR is the continuing commitment to conduct its business activities ethically and contribute to the economic development while improving the quality of lives of the local community, especially in the vicinity of its establishments and the society at large. The Company's Corporate Social Responsibility (CSR) thrust areas include 'Safe drinking water and protection of water resources', 'Healthcare and sanitation', 'Education and employment-enhancing vocational skills', 'Rural development', 'Environment sustainability', 'Empowerment of women and socially/economically backward groups', etc. The CSR policy of the Company can be accessed on the Company website: https:// www.iocl.com/download/ IOC_S&CSR_Policy.pdf.

During the year, as against the CSR budget of f 422.42 Crore (2% of the average profit of the previous three years f 428.90 Crore minus excess spent in previous year f 6.48 Crore), the Company spent a higher sum of f 457.71 Crore to ensure continuity in the planned CSR activities including many flagship projects resulting in carry over of f 35.29 Crore for setting off in succeeding years. A report on the Company's CSR activities as per the provisions of the Act, along with CSR highlights for the year is attached as Annexure - II to this Report.

Right to Information Act (RTI)

An elaborate mechanism is in place across the Company to deal with the matters relating to the Right to Information Act 2005. To meet the requirement of the Act and to ensure compliances of

its various provisions, your Company has one designated Nodal Officer, 31 First Appellate Authorities (FAAs), 41 Central Public Information Officers (CPIOs) and 41 Assistant Public Information Officers (APIOs) across all Divisions.

Under the proactive disclosure of the information as per section 4(1)(b), information has been made available on the Company's official website - www.iocl.com and is regularly updated as well. Your Company has aligned with the On-line RTI portal of Department of Personnel and Training and, as such, all the applications/appeals received through the portal, are disposed off through electronic mode only.

4,100 requests and 523 first appeals were disposed off within the prescribed timeline, during the year 2023-24. 73 second appeals were disposed off, by the Central Information Commission, New Delhi without any observation of penalty imposition/ disciplinary action.

Compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

The provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, have been implemented across the Company with clear objective of providing protection to women against sexual harassment at the workplace and for the prevention and redressal of complaints of sexual harassment. Internal Committees have been set up at every Unit/Region/Head Office level, headed by senior-level women employee to deal with sexual harassment complaints, if any.

5 complaints of sexual harassment were pending as on April 1, 2023. During the year, 8 complaints were received, and 8 complaints were disposed off. As on March 31, 2024, 5 complaints are pending.

Regular workshops are held especially for women employees to bring awareness about their rights and facilities at workplace and emphasising the provisions of the Act. Gender sensitisation programmes for the male employees are also conducted regularly. Newly recruited employees in the Company are made aware of the provisions of the Act and the measures adopted by the Company to prevent such incidents.

Vigilance

The vigilance function operates with an objective to ensure maintenance of the highest level of integrity throughout the

Company. The Vigilance department not only acts as a link between the Company and Central Vigilance Commission but also advises the organisations in all matters pertaining to vigilance. The Vigilance department takes preventive, punitive and participative measures with emphasis on the preventive and participative aspects, and also help in establishing effective internal control systems and procedures for minimising systemic failures. During the year, 390 Vigilance Awareness programmes were conducted, which were attended by over 13,522 employees.

Disciplinary action under applicable Conduct, Discipline and Appeal Rules 1980 and Certified Standing Orders are taken by the Company for irregularities/lapses. During the year 123 Disciplinary matters related to Vigilance cases were disposed off and 61 cases were pending at the end of the year. The cases pertain to irregularities such as indiscipline, dishonesty, negligence in performance of duty or neglect of work etc. The Company continuously and regularly endeavors to ensure fair and transparent transactions through technology interventions and system/process review in consultation with Central Vigilance Commission and internal Vigilance set up.

Public Deposit Scheme

The Public Deposit Scheme of the Company was closed with effect from August 31,2009. The Company has not invited any deposits from the public during the year and no deposits are outstanding as on March 31,2024, except the old cases amounting to f 55,000, which remain unpaid due to unsettled legal/court cases.

Corporate Governance

Your Company always endeavours to adhere to the highest standards of corporate governance, which are within the control of the Company. A comprehensive Report on Corporate Governance inter-alia highlighting the efforts of the Company in ensuring transparency, integrity and accountability in its functioning has been incorporated as a separate section, forming a part of the Annual Report. The certificate issued by the Practicing Company Secretary on Compliance with Corporate Governance guidelines is annexed to the Report on Corporate Governance.

Management's Discussion & Analysis Report

The Management's Discussion and Analysis (MDA) Report, as required under Corporate Governance guidelines, has also been provided as a separate section forming a part of the Annual Report.

Business Responsibility & Sustainability Report

The Company has been publishing its Business Responsibility and Sustainability Report (BRSR), which encompass crucial disclosures concerning Environmental, Social, and Governance practices and is aligned with the 9 principles of the National Guidelines on Responsible Business Conduct. In line with SEBI Circular No. SEBI/HO/CFD/CFD-SEC-2/P/CIR/2023/122 dated July 12, 2023, the BRSR Core KPI's have been reasonably assured by "TUV India Private Limited." The Company also publishes its third party assured Sustainability Report in alignment with the GRI standards. The annual Sustainability Report underscores Company's commitment to transparency, accountability, and responsible business practices in tackling environmental and social challenges while striving for a sustainable future." The BRSR is hosted on the website of the Company on the link https:// www.iocl.com/business-responsibility-report.

Audit Committee

The Audit Committee of the Board comprised of three members as on March 31, 2024, with all Independent Directors. The observations/recommendations made by the Audit Committee during the year were put up to the Board and the same were accepted by the Board. Other details of the Audit Committee, such as its composition, terms of reference, meetings held, etc., are provided in the Corporate Governance Report.

Other Board Committees

The details of other Board Committees, their composition and meetings, are also provided in the Corporate Governance Report.

Code of Conduct

The Board of the Company has enunciated a Code of Conduct for the Directors and Senior Management Personnel, which was circulated to all concerned and was also hosted on the Company's website. The Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct for the year 2023-24.

Risk Management

Risk Management plays a vital role in the organisation, serving as a fundamental pillar of its strategic decision-making process. The robust risk management framework in the Company not only minimises potential disruptions and financial losses but also fosters a resilient and agile organisational ecosystem that thrives in the face of uncertainty. With risk management as a core component of the governance structure, the Company demonstrated unwavering commitment to prudent and responsible business practices, driving sustainable growth and long-term value creation. The Enterprise Risk Management framework in the Company encompasses practices relating to risk identification, assessment and categorisation, analysis, mitigation and monitoring of the strategic, operational, legal and compliance risks which is managed through its internally designed ERM portal as effective risk management serves as the compass guiding the organisation towards sustainable success, ensuring proactive identification, assessment, and mitigation of potential threats while unlocking new possibilities for growth and innovation.

The Company has constituted a Risk Management Committee (RMC), which oversee risk management activities. In addition, Risk Management Compliance Board (RMCB) comprising of Senior Management Personnel and headed by Chief Risk Officer has also been formed which periodically reviews the various risks associated with the Company's business.

The changes in the Risk Register as suggested by RMCB are made after approval of RMC. A report is put up to the Audit Committee and the Board. The details of the Risk Management Committee is provided in the Corporate Governance Report.

Internal Financial Controls

The Company has put in place adequate internal financial controls for ensuring efficient conduct of its business in adherence with laid-down policies; safeguarding of its assets; prevention and detection of frauds and errors; accuracy and completeness of the accounting records; and timely preparation of reliable financial information, which is commensurate with the operations of the Company.

The Company has a separate Internal Audit department headed by an Executive Director, who reports to the Chairman. The Internal Audit department has a mix of officials from finance and technical functions, who carry out extensive audit throughout the year. The statutory auditors are also required to issue the Independent Auditor's Report on the internal financial controls over financial reporting of the Company under Clause (i) of SubSection 3 of Section 143 of the Companies Act 2013. The report issued thereupon has been attached along with the Standalone and Consolidated Financial Statements, respectively.

The Board believes that systems in place provide a reasonable assurance that the Company's internal financial controls are designed effectively and are operating as intended.

Statutory Auditors

The Office of the Comptroller & Auditor General of India had appointed the Statutory Auditors for the financial year 2023-24. The Auditors have confirmed that they are not disqualified from being appointed as Auditors of the Company. The Auditors' Report does not contain any qualification or adverse remark. In addition, the Company had also engaged them for Limited Review for the financial year 2023-24.

The Auditors' remuneration for the year was fixed at ? 2.60 Crore and ? 1.50 Crore for Statutory Audit and Limited review respectively along with applicable taxes and reasonable out of pocket expenses. In addition, fees was paid to Statutory Auditors for other certification jobs. The total amount paid/payable to the Statutory Auditors for all services rendered to the Company during 2023-24 was ? 5.30 Crore

Reporting of Frauds by Auditors

The Auditors in their report for the year have not reported any instance of fraud committed by the officers/employees of the Company.

Comptroller and Auditor General of India (C&AG) Audit

Supplementary Audit of Financial Statements: The Standalone and Consolidated Financial Statements for the Financial Year ended March 31, 2024, were submitted to the C&AG for supplementary audit. The C&AG has conducted supplementary audit and issued NIL comment. The NIL comment certificate is attached in this Annual Report after the Financial Statements. This is the 18^th consecutive year that your Company has received such NIL comment on its Financial Statement.

C&AG paras from other audits : In addition to the supplementary audit of the financial statements mentioned above, the C&AG conducts audits of various nature including Performance audit, Compliance audit, Thematic audit, Proprietary audit, etc. As on March 31, 2024, there are twenty-one pending audit paras on various subjects including Short realisation from Disposal of a land, Abandoned Exploration & Production (E&P) Project, Maintenance of grade-wise costing of Petrochemicals, Extra cost due to delay in finalisation of tender, Pradhan Mantri Ujjwala Yojna (PMUY) to unentitled persons, Avoidable entry tax, Updation of daily price change at Retail Outlets, Recovery of turnover tax, Expenditure turning infructuous due to non-adherence to pollution clearance requirement, Utilization of spectrum, Procurement from MSME,

Infructuous expenditure due to participation in a low hydrocarbon and risky E&P block, Supply logistics of petroleum products and Employee benefits like EPF contribution on leave encashment, Encashment of earned leave and sick leave, Stagnation relief, Performance related pay, Shift allowance, Project allowance, Long service award, Conveyance running and maintenance expenses. The replies to these paras have been submitted and the status reports are also being furnished from time to time.

Cost Audit

The Company maintains cost records as required under the provisions of the Companies Act 2013. The Company had appointed Cost Auditors for conducting the audit of the cost records maintained by the refineries, lube blending plants and other units for 2023-24. A remuneration of ? 22.70 Lakh and applicable taxes was fixed by the Board for payment to the cost auditors for 2023-24, which was ratified by the shareholders in the last AGM. The cost audit reports were filed by the Central Cost Auditor with the Central Government in the prescribed form within the stipulated time.

Secretarial Audit

The Board had appointed Mehta & Mehta, Company Secretaries, to conduct the Secretarial Audit for 2023-24. The Secretarial Auditor in their report have stated that during the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc., except as under:

• the requirement of having atleast one-Woman Independent Director during the year.

• the requirement of having at least half of the Board of Directors as Independent Director for the period April 1,2023 to May 2, 2023 and January 16, 2024 to March 31,2024

In this regard, it is clarified that the Company being a Government Company under the administrative control of the MoP&NG, the selection, appointment of Directors, (including Independent Director and Women Director) terms and conditions and remuneration of functional directors, vests with the Government of India as per Government guidelines. Further, the Ministry of Corporate Affairs, vide notification dated June 5, 2015, has provided exemption to Government Companies, regarding the provisions related to evaluation of performance of Directors under the Companies Act, 2013, as the evaluation is carried out by the administrative ministry.

The Secretarial Audit report for the year ended March 31, 2024, issued by Mehta & Mehta, Company Secretaries, is attached as Annexure - III to this report.

Public Procurement Policy for Micro and Small Enterprises (MSEs) Order 2012

In line with the Public Procurement Policy of the Government of India, as amended, the Company is required to procure minimum 25% of the total procurement of Goods and Services from MSEs, out of which 4% is earmarked for procurement from MSEs owned by SC/ST entrepreneurs and 3% from MSEs owned by women.

The deficit of 2.22% and 2.08% under the sub-targets was due to non-availability of vendors in the sub-category; however, the overall target was achieved by procurement from other MSE's in line with the policy.

Several initiatives were undertaken to identify the entrepreneurs for procurement of goods and services from MSEs owned by SC/ST and women enterprises, including 133 of vendor development programmes.

Subsidiaries, Joint Ventures & Associates

In June 2023, a Joint Venture Company named IndianOil NTPC Green Energy Pvt. Ltd. to Develop grid and/or off-grid Renewable Energy (RE) based power projects was incorporated. In August 2023, another Joint Venture Company named GH4India Pvt. Ltd. to develop green hydrogen production assets and associated renewable assets was incorporated. In June 2024, another joint venture Company named IOC GPS Renewables Pvt. Ltd. for integrating advanced biogas technologies to convert organic waste into CBG was incorporated.

Q IndianOil expanding its Green Energy Portfolio

Related Party Transactions (RPTs)

In line with the provisions of the Companies Act, 2013 & SEBI (LODR) as amended from time to time, a policy on material RPTs has been framed, which can be accessed at: https://www.iocl. com/download/ Policies/RPT Policy.pdf.

Further, all such RPTs were on arm's length basis and in the ordinary course of business and approved by the Audit Committee. Therefore, there is no transaction which needs to be reported in Form No. AOC-2, in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

The disclosures related to RPTs in accordance with applicable accounting standards are provided at Note-37 of the Standalone Financial Statement.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

Energy conservation is accorded utmost importance across the Company. The performance of all units is monitored on a continuous basis and efforts are made for improvement by utilising the latest technologies and global best practices. The various energy conservation measures implemented across the refineries during the year, resulted in energy savings as well as monetary savings.

In accordance with the provisions of the Companies Act, 2013, and rules notified thereunder, the details relating to Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo are annexed as Annexure - IV to the Report.

Board of Directors & Key Managerial Personnel

The following changes occurred in the Board/Key Managerial Personnel of the Company:

1. Dr S S V Ramakumar ceased to be a Director (Research & Development) w.e.f. August 1, 2023 consequent upon completion of his tenure.

2. Shri N Senthil Kumar was appointed as Director (Pipelines) w.e.f. August 14, 2023.

3. Shri Anuj Jain was appointed as Director (Finance) w.e.f. October 9, 2023 (A/N).

4. Shri Sanjay Kaushal ceased to be a Chief Financial Officer w.e.f. October 9, 2023 (F/N).

5. Shri Alok Sharma was appointed as Director (Research & Development) w.e.f. January 16, 2024.

6. Ms Rashmi Govil was appointed as Director (Human Resources) w.e.f. March 15, 2024.

7. Ms Sukla Mistry ceased to be a Director (Refineries) w.e.f. May 1, 2024 consequent upon completion of her tenure.

8. Shri Sunil Kumar, Government Nominee Director ceased to be a Director w.e.f. May 7, 2024 consequent upon completion of his tenure in MoP&NG.

9. Dr Sujata Sharma was appointed as a Government Nominee Director w.e.f. May 11,2024.

10. Shri Arvind Kumar was appointed as Director (Refineries) w.e.f. July 17, 2024.

Shri Sujoy Choudhury, Director (Planning & Business Development) is liable to retire by rotation and being eligible is proposed to be re-appointed at the forthcoming Annual General Meeting (AGM).

The brief profile of Shri Sujoy Choudhury is provided in the notice of the AGM.

Independent Directors

The Company has received the Certificate of Independence from the Independent Directors confirming that they meet the criteria prescribed for Independent Directors under the provisions of the Companies Act, 2013, and SEBI (LODR). 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. The Directors are appointed by following a process as per laid down guidelines. In the opinion of the Board, the Independent Directors possess the desired expertise, experience and integrity.

A separate meeting of Independent Directors was held during the year as per provisions of the Act and SEBI (LODR).

Board Meetings

During the year, 15 meetings of the Board of Directors were held. The details of the meetings attended by each Director are provided in the Corporate Governance Report and, hence, not repeated to avoid duplication.

Board Evaluation

The provisions of Section 134(3)(p) of the Companies Act, 2013, require a listed entity to include a statement indicating the manner of formal evaluation of performance of the Board, its Committees and of individual Directors. However, the said provisions are exempt for Government Companies as the performance evaluation of the Directors is carried out by the administrative ministry, i.e., MoP&NG as per laid-down evaluation methodology.

Significant and Material Orders Passed by the Regulators or Courts

No significant and material orders were passed by the regulators or courts or tribunals, during the year that impact the going concern status of the Company and its operations in the future.

Vigil Mechanism/Whistle-Blower Policy

The Company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting illegal or unethical behaviour. The Company has established a robust Vigil Mechanism and a whistle-blower policy in accordance with provisions of the Act and Listing Regulations. Under the whistleblower policy, employees are free to report any improper activity resulting in violation of laws, rules, regulations, or code of conduct by any of the employees to the Competent Authority or Chairman of the Audit Committee, as the case may be. Any complaint received is reviewed by the Competent Authority or Chairman of the Audit Committee as the case may be. No employee has been denied access to the Audit Committee. The policy on Vigil Mechanism/Whistle-Blower can be accessed on the Company's

website at: https://www.iocl.com/InvestorCenter/pdf/Whistle Blower policy.pdf.

Details of Loans/Investments/Guarantees

The Company has provided loans/guarantees to its subsidiaries, joint ventures and associates and made investments during the year in compliance with the provisions of the Act and rules notified thereunder. The details of such investments made, and loans/guarantees provided as on March 31, 2024 are provided in Note No. 4, 36, 37 and 42 of the Standalone Financial Statement.

Annual Return

As required under the provisions of the Companies Act, 2013, the draft Annual Return for the year 2023-24 is hosted on the Company's website and can be accessed from the link: https:// www.iocl.com/annual-return.

Compliance with Secretarial Standards

The Company complies with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

Credit Rating of Securities

The credit rating assigned by rating agencies for the various debt instruments of the Company is provided in the Corporate Governance Report. As required under SEBI (LODR), the Audit Committee had a meeting with Credit Rating Agencies in March 2024.

Investor Education & Protection Fund (IEPF)

The details of unpaid/unclaimed dividend and shares transferred to the IEPF in compliance with the provisions of the Companies Act, 2013, are provided in the Corporate Governance Report.

Material changes affecting the Company

There have been no material changes and commitments, affecting the financial position of the Company between the end of the financial year and date of this report. There has been no change in the nature of the business of the Company.

Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year

No applications were made during the financial year and no proceedings are pending against the Company under the Insolvency and Bankruptcy Code 2016.

Details of the difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking a loan from the banks or financial institutions along with the reasons thereof

There were no instances of one-time settlements during the financial year.

Directors' Responsibility Statement

Pursuant to Section 134(3)(c) of the Companies Act, 2013 pertaining to the Directors' Responsibility Statement, it is hereby confirmed that:

(a) in the preparation of the Annual Accounts, the applicable accounting standards had been followed alongwith proper explanation relating to material departures;

(b) the Directors had 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 of the profit and loss of the Company for that period;

(c) the Directors had 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;

(d) the Directors had prepared the annual accounts on a going concern basis;

(e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(f) the Directors had 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 would like to express its appreciation for the sincere, dedicated and untiring efforts of the employees of the Company, the contract labour, and employees of business channel partners to ensure the supply of petroleum products across the country. The Board would also like to thank the Government of India, particularly the MoP&NG, as well as various State Governments, regulatory and statutory authorities, for their support and guidance from time to time. The Board also acknowledges the invaluable support extended by all stakeholders, including bankers, investors, members, customers, consultants, technology licensors, contractors, vendors, etc. The Board would like to place on record its highest appreciation for the valuable guidance and significant contribution made by Dr S S V Ramakumar, Ms Sukla Mistry and Shri Sunil Kumar, during their tenure on the Board of the Company

For and on behalf of the Board Sd/-

(Shrikant Madhav Vaidya)

Place: New Delhi Chairman

Date: July 17, 2024 DIN: 06995642