Indian Oil Corporation Ltd Directors Report

368.98 TMT of CO2

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 non-binding 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 Companys 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 Companys 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 non-binding 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 nations 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.

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 Indias top ranked Oil and Gas Company in the S&P Dow Jones Sustainability Indices 2023.

The Companys carbon footprint during the year was ~22.76

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.

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.

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 Companys 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 Companys 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 Companys 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.

The Company holds leadership position in Indias 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).

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.

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 Companys 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 Governments 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 Companys 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 countrys 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 Companys 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 Indias 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 nations energy security and sustainability goals.

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 2023-24, various HS&E activities including awareness programmes, policy interventions, capability building, and training programmes were conducted.

The Company remains committed to customer centric solutions, with digital innovation at the core of our transformational journey. The Companys 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 cross-divisional 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.

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 Indias 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.

The provisions of Section 134(3)(e) of the Companies Act, 2013 are not applicable to a Government Company. Consequently, details on Companys 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 employees 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.

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 Companys efforts in implementation of Official Language across the Company.

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 Companys 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 422.42 Crore (2% of the average profit of the previous three years 428.90 Crore minus excess spent in previous year 6.48 Crore), the Company spent a higher sum of 457.71 Crore to ensure continuity in the planned CSR activities including many flagship projects resulting in carry over of 35.29 Crore for setting off in succeeding years.

A report on the Companys CSR activities as per the provisions of the Act, along with CSR highlights for the year is attached as Annexure - II to this Report.

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 Companys 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.

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.

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.

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 55,000, which remain unpaid due to unsettled legal/court cases.

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.

The Managements 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.

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 KPIs 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 Companys 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.

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.

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

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 Companys website. The Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct for the year 2023-24.

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 Companys 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.

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 Auditors 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 Companys internal financial controls are designed effectively and are operating as intended.

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

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

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.

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.

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.

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 procurement from MSEs (excluding crude oil, petroleum products & natural gas, API line pipes, proprietary items and single line items of value greater than 50 Crore) during the year was as under:

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 MSEs 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.

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.

In May 2024, a new WoS "Terra Clean Ltd." was incorporated to undertake low-carbon, innovative, clean, and sustainable energy operations, demonstrating its dedication to advancing its green initiatives. Further, in May 2024, Mercator Petroleum Ltd. became a WoS of the Company consequent upon acquisition of the company under Corporate Insolvency Resolution Process.

As required under the provisions of the Act, a statement on the performance and financial position of each of the subsidiaries, joint venture companies and associates is annexed to the Consolidated Financial Statements. The financial statements of the subsidiaries have also been hosted on the Company website www.iocl.com under the ‘Financial Performance section.

In accordance with the provisions of SEBI guidelines, your Company has framed a policy for determining material subsidiaries, which can be accessed on the Companys website at https:///www.iocl.com/download/Material_Subsidiary_Policy.pdf.

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.

During the year, the Company had entered into transactions with related parties, which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The Company has obtained the approval of Audit Committee as well as Shareholders for such material RPTs as per the provisions of the SEBI (LODR).

Further, all such RPTs were on arms 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 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.

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.

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).

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.

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.

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.

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 whistle-blower 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 Companys website at: https://www.iocl.com/InvestorCenter/pdf/Whistle_ Blower_policy.pdf.

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.

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

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

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.

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.

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.

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

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

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.

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

1. A brief outline of the Companys CSR policy

IndianOils CSR initiatives are driven by its corporate vision of nurturing both the environment and the community. The Company views CSR as an ongoing pledge to conduct business responsibly and sustainably, thereby contributing to the economic prosperity of the nation. Moreover, it aims to enhance the quality of life for local communities surrounding its establishments and Contribute towards the upliftment of the society as a whole.

IndianOils Sustainability and Corporate Social Responsibility (S&CSR) vision is to operate its activities in providing energy solutions to its customers in an efficient, safe and ethical manner, which optimises the impact on environment and enhances quality of life of the community, while ensuring sustainable growth of business and the nation

2. Composition of the CSR and Sustainable Development Committee

3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the Company.

4. Provide the executive summary along with web-link(s) of Impact Assessment of CSR Projects carried out in pursuance of sub-rule (3) of rule 8, if applicable

In pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social responsibility Policy) Rules, 2014, Impact assessment of following projects was conducted:

At the core of IndianOil operations lies a robust Sustainability and Corporate Social Responsibility (S&CSR) vision, aimed at creating sustainable business outcomes while prioritising environmental impact mitigations and enhancing the quality of life for the communities. This commitment is manifested through various initiatives encompassing health, education, environmental protection, womens empowerment and more, strategically implemented across multiple states in India. 8 CSR projects implemented by IndianOil were chosen for an impact evaluation to understand and evaluate the direct and indirect impacts created across beneficiaries and stakeholder groups. The objective of this exercise was to reflect the benefits reaped by the beneficiaries over the period of implementation.

The study of these 8 projects was conducted by Indian Institute of Corporate Affairs (IICA), Centre for Healthcare Entrepreneurship and IIT Hyderabad. To ensure a comprehensive assessment of these initiatives, OECDs DAC framework was used, a globally recognised methodology. The study was conducted in phases which included desk review, data collection, analysis and reporting. Each phase was completed with a deliverable and a directed action to begin the follow-on phase. The study involved data collection using Focus Group Discussions (FGDs) and in-depth interviews and Key Informant Interviews (KII). Summary of the assessment report is as under:

Assam Oil School of Nursing in Digboi runs a 3-year Diploma in General Nursing and Midwifery (GNM) programme and 4-year B.Sc. (Nursing) course to young girls with intake capacity of 30 students in each course in one year. IndianOil provides admission fee, hostel facilities, books, uniforms and even supports students by providing monthly stipend. This CSR initiative undertaken by IndianOil had multi-dimensional impact in different spheres such as employment generation, economic stability, health care services, empowerment of underprivileged youth etc. The study revealed that all beneficiaries successfully completed their training and secured employment with an average salary of H 21,000 each month. This initiative effectively addressed the shortage of qualified nurses in the north-eastern states, therefore empowering the local communities.

The project "IndianOil Karmayogi Swasthya Bima Yojana" extended insurance cover to the frontline workers i.e., LPG delivery workers, retail outlet attendants, etc., who were ensuring the supplies of petroleum products to the masses during COVID-19. The policy cover included hospitalisation due to COVID-19 or for any other illness, up to H 1.0 Lakh for policy holders and their family members. There was an in-built cover for accidental death benefits of H 2.0 Lakh but limited to beneficiaries only. Assessment study found that

IndianOil successfully settled 295 hospitalisation claims and 12 death claims, benefitting personnel from various regions. The study undertaken also revealed that 58.1% of the sampled respondents were below poverty line.

IndianOils CSR initiative for cleft patients stands as a beacon of compassion. Cleft lip is a common congenital malformation (birth defect), also known as oral clefts. This health condition changes shape or function of one or more body parts. This intervention included partnering with ‘Mission Smile for conducting correction surgeries for cleft lip amongst the patients. Beneficiary surveys revealed that a total of 120 patients from Meghalaya and 225 patients from Assam benefitted from the reconstructive surgeries undertaken as part of this project during 2019-20.

Folk and oral literature of the primitive tribes of Deogarh is highly imaginative and fascinating. The district is particularly famous for visual performing arts including Rama Leela, Rash Leela, Bandibotol, Suanga, Jatra etc. This programme included construction of 2 large multi-functional air conditioned halls, 7 rooms for accommodation, kitchen, office-cum-store room and an eco- Park at Deogarh rural district in the state of Odisha. The study carried out disclosed that the infrastructure development in the area helps in building long term social capital amongst the community members and is of cultural value. A key feature of this project from the point of view of sustainability is its self-financing model, as the operational and maintenance costs are borne by the users. Addressing the local communitys need for improved infrastructure to host cultural, religious and sporting events, the Centre for Culture has hosted 44 events until February 2022.

The impact of COVID-19 pandemic on medical needs in

Mumbai was multi-faceted. It was reported that lack of transportation in the initial lockdown months was a key challenge to provide access to adequate healthcare. During this period, distress calls from patients and their family members was a regular issue. It is during such tough times that IndianOil took an initiative to reach out to the needs of the people. The survey conducted found that 13 ambulances provided under the project served around 13,650 patients across different areas of Mumbai. These ambulances were attached to 13 different hospitals and covered about 9 Lakh Kms from 18.09.2020 to 31.12.2021.

Under this project, drinking water provisions were made for residents of 6 villages, i.e. Fajalpur, Nandesari, Angadh, Koyali, Rampura and Karachiya (around Vadodara, Gujarat Refinery of IndianOil) through ten tapping points in the refinery water supply pipeline and through household tap stations in some villages. The aim of the programme was to ensure health and sanitation along with improving availability of drinking water to residents. The survey conducted revealed high level of satisfaction amongst the users with around 81% of the beneficiaries reported to be very satisfied with the operations. Making water available free of cost reduced economic burden on 27.5% of the respondents who are reportedly below poverty line. The average time taken to obtain water from a water point (round trip) has come down to 22 minutes as reported.

The implementation of this project in 2021-22 was aimed to cater to the rising demand for critical care amidst the

COVID-19 pandemic. 70 ventilators, 50 monitors with IBP cables and 200 syringe pumps provided by IndianOil were effectively utilised at the hospital for the treatment of

COVID-19 patients. Patients receiving treatment at the ICU expressed gratitude for the timely intervention facilitated by IndianOils support. Their feedback reflects the positive impact of the initiative on their treatments, highlighting the importance of access to advanced medical equipment in combating COVID-19. The increased capacity at the hospital not only served the healthcare requirements of Bargarh residents but also extended its support to patients from other districts such as Angul, Bhubaneswar, Boudh, Balangir, Kalahandi etc. constituting 22% of the total treated cases.

During COVID-19, a huge concern was the shortage of

ICU beds, especially those with ventilators. Also, essential medical tools like ECG machines, X-ray machines, ultrasound devices, glucometres, dialysis machines, Ambu bags and oxygen plants became crucial for the treatment. Assessment study undertaken highlights that to tackle these issues, IndianOil stepped up and provided different kinds of medical equipment for dedicated COVID hospitals and COVID Care Centres in Bargarh District, Odisha. Post COVID, the ultrasound machine, ECG machines, X-Ray machines and dialysis machines, etc., have significantly improved the hospitals diagnostic efficiency, patient outcomes and overall healthcare delivery. With this initiative, IndianOil has provided benefits to more than 4 Lakh patients.

Impact Assessment Reports are hosted on the website of Company at following URL: https://iocl.com/pages/Impact-Assessment-Reports

6. (a) Amount spent on CSR Projects (both Ongoing Projects and other than Ongoing Projects): 435.70 Crore (b) Amount spent on Administrative Overheads: 21.78 Crore (c) Amount spent on Impact Assessment, if applicable: 0.23 Crore (d) Total amount spent for the Financial Year ((a)+(b) +(c)): 457.71 Crore (e) CSR amount spent or unspent for the financial year:

f) Excess amount for set off, if any

7. (a) Details of Unspent CSR amount for the preceding three financial years:

8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year: No capital Asset was created/acquired in the books of account of the Company during 2023-24 through CSR Spent.

If yes, enter the number of capital assets created/acquired: Not applicable

Furnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility amount spent in the Financial Year:

9. Specify the reason(s), if the Company has failed to spend two per cent of the average net profit as per section 135(5).

Not applicable

During 2023-24, 187 energy conservation schemes were implemented across the refineries which achieved energy savings of 3,59,896 SRFT/year, equivalent to a monetary savings of H 1,521 Crore every year and equivalent reduction of