On behalf of the Board of Directors, it is my pleasure to present
the 66^th Annual Report of the Company for the financial
year ended March 31, 2025. During the year, your Company
demonstrated strong operational resilience and improved its
physical performance across key parameters, including pipelines
throughput and sales volume. However, the financial performance
witnessed a moderation compared to the exceptional results
of 2023-24, primarily due to evolving global crude oil dynamics,
product price volatility and margin pressures. Despite these
headwinds, the Company remained steadfast in its commitment
to energy security, customer service and sustainable growth,
reinforcing its position as India's flagship energy major.

The Company continued to advance its growth agenda with
significant investments in refineries expansion, petrochemicals,
pipeline infrastructure and green energy, including expansion
in biofuels and electric mobility. These efforts underline its
commitment to building a future-ready energy ecosystem while
delivering value to all stakeholders.

To further accelerate the journey towards operational excellence
and future-readiness, the Company has embarked on a
company-wide transformational project - SPRINT (Strengthen
Core Businesses, Propel Cost Optimisation, Reinforce Customer
Centricity, Integrate Technology & Innovation, Nurture Leadership
& Talent, Transition Ready), which is designed to drive deep
structural efficiencies, embrace digital transformation, unlock
new revenue streams and foster a culture of agility and innovation
across the organization. With a clear focus on long-term value
creation, SPRINT aims to reshape the Company into a leaner,
smarter and more competitive enterprise, better equipped to
navigate the evolving energy landscape. By integrating cutting-
edge technologies, streamlining processes and empowering
its workforce, your Company is positioning itself as a next-
generation energy company committed to delivering sustainable
and inclusive growth.

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 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. The Company issued Unsecured, Rated, Listed,
Taxable, Redeemable, Non-Convertible Debentures (NCDs)
aggregating H5,000 Crore on private placement basis, during
the year, which were listed on the Debt Segment of the National
Stock Exchange of India Limited and BSE Limited. The funds were
utilised for the purpose for which they were raised and there were
no deviations or variations in the utilisation. Further, the Company
redeemed NCDs amounting to H5,495 Crore during the year.

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-Distribution-Policy.pdf

The Board of Directors have recommended a dividend of H3/- per
share for the year, with a payout of H4,131.47 Crore equivalent
to 32% of the PAT. This is the 58^th consecutive year of dividend
declaration by your Company with cumulative payout of
H1,11,293 Crore (including the proposed dividend for 2024-25).

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 H2,32,299 Crore was paid to the exchequer as
against H2,41,629 Crore paid in the previous year. An amount of
H1,10,313 Crore was paid to the Central Exchequer and H1,21,986
Crore to the States Exchequer compared to H1,21,171 Crore and
H1,20,458 Crore paid in the previous year, respectively.

Consolidated Financial Performance

In accordance with the provisions of the Companies Act, 2013 (Act) and the Accounting Standards issued by the Institute of Chartered
Accountants of India, the Company has prepared the Consolidated Financial Statement for the group, including subsidiaries, joint venture
entities and associates, which forms part of the Integrated Report. The highlights of the Consolidated Financial Results are as under:

Note: Exchange Rate used

For 2024-25: Average Rate 1 US $ = H84.59

For 2023-24: Average Rate 1 US $ = H82.80

Operational Performance

The operational performance of the Company during the year is as under:

Refineries

Amidst dynamic energy landscape shaped by the ongoing
transition evolving market trends and a growing focus on
sustainability, the Refineries Division rose to the occasion with
unwavering dedication, remarkable resilience and a steadfast
commitment to excellence transforming a year of challenges
into one marked by significant achievements and milestones.
The Refineries processed 71.56 MMT of crude during the year
with capacity utilisation of 102% of the design capacity. The
group refineries (including Chennai Petroleum Corporation Ltd.)
achieved a throughput of 82.02 MMT during the year.

A record distillate yield of 80.6% was achieved, surpassing the
previous best of 80.4% in 2018-19 and the Fuel & Loss at 8.8% was
the best in last five years. The Refineries achieved an operational

availability of 98.1% during 2024-25 as against 97.3% in the previous
year. On the energy conservation front, the Refineries achieved MBN
of 68.9 and Energy Intensity Index (EII) of 96.4 during the year.

Significant steps were taken to enlarge the crude oil basket
by diversification and 15 new crude oil grades from different
geographies were added during the year. The crude basket of
your Company now contains 268 grades from different regions
like Africa, Middle East, America, Russia etc.

The petrochemical units set new benchmarks with highest ever
production of 3.23 MMT, as against the previous best of 3.09
MMT in 2023-24, marked by record throughput of Butadiene
(121 TMT), HDPE (339 TMT) and Polypropylene (692 TMT).

Pipelines

Pipelines continue to be the cornerstone of operational and
strategic framework of your Company. With an expansive and
resilient nationwide network spanning crude oil, petroleum
products and natural gas, these subterranean energy corridors
act as the silent yet vital arteries of the Company, ensuring round-
the-clock delivery of energy to power the Company's growth.

In 2024-25, your Company reached a new milestone by
enhancing the pipeline infrastructure, by commissioning an
additional 261 Km to its already extensive network. As on March
31, 2025, the total pipeline length was 20,005 Km, comprising of
129.92 MMTPA capacity of liquid pipelines (crude and product)
and 49.4 MMSCMD capacity of gas pipelines.

During the year, the liquid (crude and product) pipeline network
achieved highest-ever throughput of 96.92 MMT, surpassing the
previous high of 95.80 MMT achieved in 2023-24. This milestone
was driven by sustained demand for petroleum products. While
the crude oil pipelines recorded a slightly lower throughput of
51.26 MMT compared to the previous year, the product pipelines
posted a record-high throughput of 45.66 MMT, exceeding the
earlier peak of 43.99 MMT achieved in 2023-24. The gas pipeline
network also registered a significant rise in throughput, reaching
a record 4,668 MMSCM, marking a 25.6% increase over the
previous year's high of 3,717 MMSCM.

Marketing

As the most visible and customer-centric arm of your Company,
IndianOil's Marketing Division stands as the face of IndianOil,
embodying its brand promise, unwavering trust and service
excellence. With a robust network of over 63000 customer
touchpoints spanning the length and breadth of the nation,
the Marketing Division ensures seamless last mile delivery of
petroleum products, even in the most remote and demanding
terrains. This unparalleled outreach not only fuels the daily
life of millions but also fortifies IndianOil's position as the true
'Energy of India'.

In 2024-25, your Company retained its position as the market leader
in the downstream petroleum sector with an overall market share
of 41.52% and achieving a domestic sales volume of 84.96 MMT
(excluding LNG), the highest-ever in the Company's history. The
Company's resilience was underpinned by proactive marketing
strategies, robust supply chain management, integration of digital
solutions and a customer-centric approach. Through continuous
innovation in customer engagement, diversification of service
offerings and steadfast adherence to its core value of 'Nation-
First', your Company has not only safeguarded its leadership
status but has also deepened its engagement with its customers
across the country.

During the year, your Company commissioned 2,823 Retail Outlets
(ROs), 350 CNG stations and 40 CBG stations, consistently
building a formidable infrastructure network of 40,221 ROs,
2,437 CNG stations and 125 CBG stations as on March 31,
2025. Significant progress has been made in the development
of Way Side Amenities (WSA), with 72 bids won and 28 WSA
sites commissioned during 2024-25, taking the total number of
commissioned sites to 68.

In alignment with its strategic thrust towards sustainable energy
solutions, your Company continued to scale up the integration of
renewable energy across its retail footprint. During the year, 4,227
ROs were solarised, taking the cumulative number to 35,874,
representing an impressive 89.2% of the total retail network.
With a combined installed capacity exceeding 175 MWp, these
solar-powered outlets significantly contribute to reducing the
carbon footprint, further consolidating Company's leadership in
green energy adoption within the downstream sector. In tandem
with the Company's Net-Zero commitment, the electric mobility
ecosystem also witnessed robust expansion. During the year,
4,526 Fast Electric Vehicle Charging Stations (EVCS) and 130
Slow EVCS were commissioned, taking the cumulative number to
13,614. Furthermore, your Company added 37 Battery Swapping

facilities during the year, enhancing the total network to 128.
These initiatives reflect the commitment to driving low-carbon
mobility solutions while enabling a future-ready, sustainable
energy infrastructure.

The LPG business achieved total sale of 15.40 MMT (including
export), registering a growth of 8.60% over the previous year, with
domestic market share of 45.23%. Under the PMUY Scheme,
your Company released 37.5 Lakh connections. The year also
witnessed the highest ever bulk LPG sales of 594 TMT, highest
ever XtraTej (a differentiated LPG gas for commercial and
industrial applications) sales of 462 TMT, highest ever sale of
Chhotu (a small 5 kg gas cylinder) of 33.3 TMT, highest ever
NANOCUT sales of 6.8 TMT. Increasing the product offering,
XtraBoost (New age automotive version of AutoGas which
boosts the engine performance), Propane Plus (delivers higher
flame temperature than Base Propane and thereby endures
reduced fuel consumption, cleaner combustion and increased
heat output) & Chhotu Master (Chhotu cylinder cooktop) were
launched during the year.

To enhance LPG safety awareness, a campaign named 'Sense
of Duty' was carried out nationwide. 25,656 safety clinics/LPG
Panchayats engaging over 7 Lakh customers, 4,475 school
safety clinics covering over 3.6 Lakh students and 380 cooking
competitions were organised, engaging 40,000 participants. LPG
safety videos were screened in 3,175 theatres, jingles aired on
121 radio channels, TV commercials played on 55 channels and
39,000 hoardings/banners were displayed at Retail Outlets and
LPG distributorships for public awareness. With the focussed
approach towards safety, the domestic LPG accidents at
customer premises decreased during the year by 73% over
the previous year.

India's Ethanol blending programme represents a significant stride
towards environmental sustainability by lowering dependence on
fossil fuels and reducing carbon emissions. Under the Ethanol
Blended Motor Spirit (EBMS) programme, your Company achieved
a record ethanol blending level of 17.2% during 2024-25 and 19.1%
considering the Ethanol Supply Year (ESY) from November 2024
to May 2025. Furthermore, the Company commenced the sale of

20% ethanol-blended motor spirit (E20) across the country from
December 2024. In addition, the Company attained its highest-
ever biodiesel blending level of 0.52%, reinforcing its commitment
to cleaner and greener fuel alternatives.

Your Company continued its leadership in the aviation fuel market,
maintaining a dominant share of 54.53% in domestic market
during the year and registered total sales of 5.07 MMT (including
export) of Aviation Turbine Fuel (ATF). This performance reaffirms
the Company's strategic position as the foremost fuel supplier to
the aviation sector in India, which is poised for robust long-term
growth amid increasing passenger traffic and expanding regional
connectivity. In support of this anticipated growth, in March 2025,
your Company commissioned an Aviation Fuel Station (AFS) at
Srinagar Airport and another one at Rewa, Madhya Pradesh taking
the total number to 130. In addition, all AFSs continue to uphold
the highest standards of quality, environmental and occupational
health and safety management through sustained ISO 9001, ISO
14001 and ISO 45001 certifications.

On the international front, your Company expanded its global
aviation footprint through the export of AVGAS 100 LL to
Pertamina (Indonesia) and Padma Oil (Bangladesh), marking
significant progress in its global outreach. Upholding its 'Nation-
First' ethos, your Company also played a vital role in national
emergency response efforts, including timely support during the
Wayanad landslide and critical refueling operations for flood relief
in Uttarakhand.

SERVO - the Superbrand of Lubricants, is among the leading
lubricant brands in India with around 27% market share in finished
Lubricants. It serves diverse sectors like automotive, industrial,
railways, marine and defence. It is backed by a wide distribution
network and trusted brand reputation. SERVO registered the
highest-ever sales volume of 780 TMT (including exports). Your
Company became the first Indian company to develop and launch
FIM (Federation Internationale de Motocyclisme) Category 2
Racing Fuels, aptly branded as STORM and STORM-X, for bike
and car racing, respectively. In sync with the gaining popularity of
Electric Vehicles (EV), an entire range of EV Lubricants viz. Servo
Futura EV Trans 75W 90 (Transmission oil), Servo Futura EV

Trans 75W (Transmission oil), Servo Futura EV Grease (Electric
motor bearing grease), Servo Kool EV Ready (Battery system
cooling fluid) was launched in March 2025. Your Company is also
collaborating with International Tractors Ltd. for fuel-efficient
lubricants and validated XtraGreen and alternate fuels on TREM
III/IV/V tractors. During the year, Engine Builders Approval (EBA)
was received from Bajaj Auto, Royal Enfield and Maruti. SERVO's
global footprint has expanded to 45 countries, strengthening the
presence of Company in the international market.

With the upcoming LOBS production capacity expansion at
Haldia Refinery & Chennai Petroleum Corporation Limited's
Manali Refinery and new LOBS production facilities in Gujarat and
Panipat Refineries with the capability of producing Grade III base
oils, the Company is ambitiously looking forward to achieve and
double the market share of SERVO lubricants by 2029-30.

As on March 31, 2025, your Company had 127 supply locations
(depots/terminals) spread across the country reaching petroleum
products to far-flung areas even during difficult times including
natural calamities. The marketing infrastructure of your Company
was further strengthened during the year with the commissioning
of new grassroot POL ToP at Malkapur, Telangana and a new
LPG bottling plant at Khorda, Odisha. Further, during the year,
mechanical completion of captive jetty at Kamarajar Port,
Ennore, Tamil Nadu and New Lube Complex at Amullavoyal,
Chennai, Tamil Nadu was also achieved and is expected to be
commissioned during 2025-26.

In the Brand Finance Global 500 listing for the year 2025, your
Company moved up 28 ranks (from 474 in 2024 to 446 in 2025)
and is the only oil & gas company from India to feature in the list
demonstrating the strong presence of its various brands across
Retail, LPG and Lubricants.

The Cryogenics Group of the Company is one of the leading
cryogenics equipment manufacturers in India with over 44
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
in the Cryocans business, the cryogenic group sold over 25,000
units of cryocans during the year. During the year, a major order
for design and manufacturing of cryogenic equipment from Naval
Materials Research Laboratory (NMRL) was obtained, which will
provide foray into the Defence Sector unplugging major business
potential for next 5 years. Anticipating high growth potential
in Cryogenic segment, especially in regard to LNG and Liquid
Oxygen, the Company is setting up a new manufacturing facility
at Dindori, Maharashtra and the manufacturing of select products
shall commence from the new facility during 2025-26.

Research and Development

Since the establishment of its R&D Centre at Faridabad in 1972,
your Company has consistently fostered a culture of innovation,
anchored in its core values. The R&D initiatives continue to drive
technological advancements that enhance operational efficiency,
reduce energy consumption, promotes sustainability and enrich
the product portfolio with cutting-edge solutions. This enduring
commitment to innovation reflects the Company's Vision of
staying future-ready while delivering greater value to the nation.

To further expand its footprint and facilitate transformation
into an integrated energy company, your Company is setting
up a second New Energy Centre at Faridabad with research
facilities for Alternative & Renewable Energy, Corrosion Research,
Nanotechnology and Synthetic Biology. Your Company is also
funding various futuristic alternative and renewable energy
demo projects, implementing energy conservation schemes
across divisions, operating and expanding product applications &
development facilities around Petrochemical business, deploying
innovative in-house developed solutions as Drag Reducing
Agent for captive use, working for import substitution through
production of specialised and differentiated products like racing
fuels, reference fuels etc.

During the year, the total expenditure on R&D and major innovation
initiatives across the Company was H1,067 Crore. The research
endeavors during the year resulted in filing 73 patents, taking
the total number of filed patents to 1809 as of March 31, 2025.
Further, the Company was granted 129 patents during the year,
taking the total effective patent portfolio to 1689.

During 2024-25, the R&D Centre made significant strides
in refining, catalyst technology, lubricants, petrochemicals,
nanotechnology, alternative energy, indigenous catalyst
deployment, advanced EV lubricants, pipeline inspection tools,
carbon capture technology, nano-fuel innovations, etc. enhancing
sustainability and self-reliance.

Major developments in Refining & Catalyst Technology during
2024-25 include commissioning of 300 kTA grassroot indDSK
unit for Pipeline Compatible Kerosene (PCK) at Paradip Refinery,
commissioning of IV-IZOMaxCat® ISOM catalyst at Bongaigaon
Refinery and supplying 3820 MT of in-house developed Catalyst.
With more than 169 lubricant formulations released and 58
OEM approvals, R&D Centre developed some niche products for
EVs to strengthen EV lubricant portfolio. Your Company is also
exploring collaboration with a leading catalyst manufacturer for
manufacturing INDMAX catalysts to promote self-reliance in
catalyst production.

The Pipeline research achieved remarkable milestones and R&D
developed INDScan® iPIG tools facilitated more than 4500 Km of
pipeline inspection during 2024-25. Besides catering to captive
needs, in-house developed XtraFlo® DRA has now become
sought-after-product. The i-ZN22^® PP Catalyst developed and
trials at Paradip Refinery confirmed superior performance. In the
realm of Nanotechnology, 2 in-house developed nano additised
products viz. Propane Plus© - a green fuel for industrial use and
XtraBoost© - an advanced version of AutoGas were launched.

A powerful testament to the strength and success of IndianOil's
vibrant start-up ecosystem are the 42 promising start-ups
that have been selected and incubated under start-up funding
scheme, collectively securing an impressive 86 Intellectual
Property Rights (IPRs).

Business Development

The Company has strategically diversified beyond its traditional
operations, making notable progress across Petrochemicals,
Natural Gas, Alternative Energy, Exploration & Production and
Explosives. In line with the long-term vision, the Company

continues to push forward its goal of increasing its contribution to
India's energy mix and achieving Net-Zero operational emissions
by 2046. The Company remains committed to its sustainability
and growth targets, with concerted efforts across all verticals.

Petrochemicals Business

As part of its long-term strategy to diversify and strengthen its
core hydrocarbon portfolio, your Company continued to reinforce
the petrochemicals business as a high-growth, value-added
vertical that complements the traditional fossil fuel segment. The
Company retained its position as the second-largest player in the
Indian petrochemicals market, leveraging integration synergies
with its refineries to drive cost efficiencies and supply chain
resilience. During the year, petrochemical sales, including exports,
rose to an all-time high of 3.24 MMT, exhibiting the Company's
best-ever performance in this segment.

In 2024-25, the Company expanded its product portfolio with two
new niche polymer grades i.e., PP Homopolymer for thin-wall
packaging and PP Impact copolymer for automotive and luggage
applications. The HDPE grade for large blow molding application
was reintroduced with improved grade characteristics, aiding
import substitution. The Company secured 16 OEM approvals
from major firms including Crompton, P&G and Panasonic. A
90 KTA Normal Butyl Alcohol (NBA) plant was commissioned at
Gujarat Refinery, achieving 1,170 MT in sales within three months.
Polymer exports to Nepal reached a record of 53 TMT. Additionally,
the Company's recycled polymer brand 'CYCLOPLAST' achieved
its highest-ever annual sales of 220 MT.

In alignment with its strategic vision to enhance the Petrochemical
Intensity Index (PII) to over 15% by 2030, your Company is actively
pursuing growth opportunities across diverse segments of the
petrochemical value chain. These include bulk and specialty
chemicals, industrial and intermediate chemicals, biopolymers
and post-consumer plastic recycling. As part of its expansion
roadmap, the Company proposes to set up a 300 KTA yarn
manufacturing facility at Bhadrak, Odisha, through a joint venture
with MCPI Pvt. Ltd., which is expected to significantly strengthen
its presence in the polyester segment. Further, to diversify product
offerings at the Paradip Polypropylene Plant, the Company has
planned to install additional units to enable the production of
impact and random co-polymer grades of polypropylene.

Natural Gas Business

The year 2024-25 marked a record-breaking year for natural
gas business, with exceptional performance across sourcing,
sales, infrastructure and strategic partnerships. The natural gas
sales soared to 9.45 MMTPA (including internal consumption),
a 20% increase from the previous year's 7.85 MMTPA. The rise
in sales was underpinned by robust sales growth, tie-up of long¬
term contracts and 69% growth in Spot Sales. Small Scale LNG
(SSLNG) sales also hit a new high at 186 TMT, a 23% increase
over previous year. Consequently, the Company's market share
during the year rose to 14.2% from 13%.

As a key partner of the Indian Gas Exchange (IGX), your Company
tripled its traded volumes to 296 MMSCM (0.2 MMT) of natural
gas in 2024-25. During the year, a first of its kind MoU was signed
with ONGC to explore and monetize the untapped Natural Gas
in small stranded/marginal fields by setting up Small Scale
Liquefaction plants and its supply to customers by LNG road
tankers. Further, the first international agreement was signed
with Yogya Holdings Pvt Ltd., Nepal for export of LNG to Nepal.

During the year, your Company inked a 10-year deal with
TotalEnergies Gas & Power Ltd. to source upto 0.8 MMTPA LNG
and a 14-year deal with Abu Dhabi Gas Liquefaction Company
Limited securing 1.2 MMTPA LNG, both starting in 2026. Further, a
Sale Purchase Agreement (SPA) has been signed with Abu Dhabi
National Oil Company PJSC in July 2025 for supply of 1 MMTPA
LNG over 15 years from the upcoming Ruwais LNG Terminal.

Your Company has been nominated by the Ministry of Petroleum
& Natural Gas as the designated working agency to develop LNG
infrastructure in Great Nicobar Island and in South Andaman.

City Gas Distribution (CGD)

Your Company along with its 2 JVCs (IndianOil Adani Gas Pvt. Ltd.
& Green Gas Ltd.) is now present in 49 GAs covering 115 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 78 Districts, in 11 states
and UTs. All 26 GAs awarded to the Company are operational.
Total sales increased to 112 TMT during 2024-25, nearly doubling
up from previous year level.

Exploration & Production (E&P) Business

Your Company maintains a well-balanced portfolio of upstream
assets across domestic and international locations. The
portfolio comprises 25 oil and gas assets, 14 active domestic
and 11 overseas. Of the total portfolio, 9 assets (7 overseas
and 2 domestic) are currently producing, while 6 are under
development, 3 have discoveries, 1 is under appraisal and 6 are
under exploration.

During 2024-25, the production from E&P assets rose to 4.45
MMToe, up from 4.26 MMToe in the previous year. Domestically,
the Company acquired Mercator Petroleum Ltd., securing full
control of Block CB-ONN-2005/9 in Gujarat's Cambay Basin. In
Jharkhand, CBM gas production began from the 1^st block, with
sales conducted through IGX. In the 2^nd CBM block in Jharkhand,

all statutory approvals have been obtained to begin gas production
and sales through cascades. In Assam, recent workover
operations led to a substantial production increase resulting in
additional Gas of 5 MMSCFD. Internationally, the Company along
with its consortium partners signed the Production Concession
Agreement with ADNOC for the Ruwais discovery in Abu Dhabi's
Onshore Block 1, with production targeted to begin by 2026-27.
Further, a hydrocarbon discovery was made in the unconventional
Shilaif Formation in the same block through hydrofracking.
Following the lifting of Force Majeure in Libya, exploration
activities have resumed in assets with existing discoveries. The
Company has also earned dividends from its stakes in Lower
Zakum (UAE) and Russian assets viz. Taas and Vankor.

Looking forward, the Company aims to boost upstream
production, primarily through investment in domestic assets,
while also tapping suitable overseas opportunities, especially in
producing oil & gas blocks.

Alternative Energy

With an installed renewable energy capacity of 252.1 MW
comprising of 167.6 MW of wind and 84.5 MW of solar, your
Company achieved renewable power generation of 365.72
GWh during 2024-25, resulting in mitigation of 276.85 TMT of
CO₂ equivalent emissions. Further, to support the value chain in
mitigating emissions, the Company has set up solar power units
at 35,874 ROs, which is 90.5% of the retail outlet network. These
units have a total capacity of ~175.7 MW.

A significant part of the operational Net-Zero target is usage
of Renewable Energy (RE). The Company has established a
dedicated green energy subsidiary, Terra Clean Limited (TCL) to
drive the development of its green energy portfolio. In the initial
phase, TCL would set up 1 GW RE projects which would be further
scaled upto 5.3 GW. Your Company is exploring collaboration with
leading solar entities as well as power transmission utilities for
establishing strategic partnerships in RE domain.

On the Biofuel front, your Company leads in implementation
of the Government of India's Sustainable Alternative Towards
Affordable Transportation (SATAT) scheme for setting up plants
for supply of Compressed Biogas (CBG) to Company's ROs and
direct customers. The total count of active Letters of Intents (LoIs)
for production and supply of CBG was 714 as on March 31,2025.
During the year, 13 CBG plants under SATAT were commissioned,
taking the tally of commissioned CBG plants to 44. Surpassing
previous year's performance, the Company registered sales of 8.9
TMT of CBG through nearly 125 ROs and 4 Industrial customers.

During the year, the Company commissioned a 100 TPD cattle
dung-to-CBG plant in Gwalior, supporting the 'City Waste to City
Transport' model. The Company also commenced supply from
its 200 TPD CBG plant in Gorakhpur, with the product being sold
at the Company's ROs under the 'IndiGreen' brand. Your Company
is also setting up 30 CBG plants through its Joint Venture
Companies (JVCs). A JVC namely 'IOC GPS Renewable Pvt.

Ltd.', has been formed with GPS Renewable Pvt. Ltd., while other
JVs are at various stages of formation. Out of the 30 committed
CBG plants, 4 plants are already commissioned, construction is
underway for 9 plants, while activities at the remaining identified
sites are at various stages of development.

Your Company is setting up a Used Cooking Oil (UCO) based
Sustainable Aviation Fuel (SAF) co-processing facility at its Panipat
Refinery, designed to produce 735 KTPA of SAF-blended ATF with
a 4% SAF blend which is expected to be operational in 2025-26.
Further, the Company is exploring joint development of HEFA and
Alcohol-to-Jet (ATJ) based SAF through strategic alliances. Your
Company plans to set up India's first commercial-scale ATJ-SAF
plant utilizing Ethanol as feedstock by 2027-28. Additionally, your
Company is working on a project aimed at producing sugar-based
SAF and Green Isoprene. To further support SAF development,
your Company has partnered with IATA to establish SAF Registry
for accurate emission reduction tracking.

Your Company is committed to transforming India's energy
landscape with sustainable and scalable green solutions.

Sustainable Development

In alignment with the United Nations Sustainable Development
Goals (SDGs), your Company continues to embed sustainability
in its business ethos, systematically integrating environmental,
social and economic considerations into its business strategies
and operational decision-making processes. This approach aims
to generate long-term value for stakeholders while minimizing
negative impact on the environment and society.

Your Company is continuously striving to reduce its water footprint
by undertaking water management initiatives that includes use
of treated wastewater, rainwater harvesting, etc. contributing
to significant water reuse and conservation. Further, as part of
Company's steadfast commitment to encouraging sustainability,
Mathura & Gujarat Refineries are reutilizing treated wastewater
from Sewage Treatment Plant (STP) at Laxmi Nagar & Rajiv Nagar
respectively resulting in reduction of freshwater withdrawal from
Rivers and Canals. Similar initiatives are being implemented in
Haldia Refinery as well. Around 89% of wastewater produced is
recycled and reused within the refinery operations.

Your Company regards ecological and environmental protection
as the focal point of its conservation programs. To give back to
nature, large-scale tree plantation activities are carried out at
all installations. As part of our efforts to contribute to a greener
planet, your Company has planted more than seven Lakh trees
during 2024-25. Your Company has invested approx. H56 Crore in
tree plantation projects across 21 sites in four states under Green
Credit Program (GCP). After the successful implementation of
Mangrove 1.0 plantation initiative under which 20 Lakh trees were
planted, the Company has committed to plant 30 Lakh trees along
the coast of West Bengal under Mangroves 2.0 initiative. Your
Company's refineries house eco-parks that serve as conservation
zones for flora, fauna and migratory birds.

As part of the Company's commitment to sustainability and
operational excellence, the Company has achieved GreenCo
and Green building certification for over 370 of its locations.
In addition, pipelines corresponding to over 5000 Km in length
have also been certified under GreenCo certification. Further, the
Company has yet again retained top rank among Indian Oil & Gas
companies in the Dow Jones Sustainability Indices (DJSI) 2024.

The Company has been publishing the Business Responsibility
and Sustainability Reporting (BRSR) which aims to increase
transparency and accountability regarding ESG performance.
Further, the Company has been publishing its annual
Sustainability Report since 2006-07 in alignment with key global
and national frameworks.

Net-Zero initiatives

Your Company has set a bold target to achieve Net-Zero
operational emissions by 2046, with an estimated expenditure of
H2.5 Lakh Crore. As an environmentally conscious organization,
your Company systematically measures, manages and reports
its emissions. The Company's Scope 1 & 2 emissions for 2024¬
25 amount to ~22.53 MMTCO2e. The Company is pursuing a
multifaceted strategy to reduce its carbon footprint, focusing
on key areas such as green hydrogen, CBG, renewable energy,
energy efficiency, tree plantation, carbon capture utilisation
& storage etc.

Aligned with Net-Zero commitment, the Company plans to build a
green energy portfolio that includes 31 GW of renewable energy,
4 MMT of biofuels and 1 MMT of biogas by 2030, with a vision to
expand to 200 GW of renewable energy, 7 MMT of biofuels and
9 MMT of biogas by 2050. This proactive approach is vital for
driving industry-wide progress towards a low-carbon future and
achieving the goal of Net-Zero emissions.

Your Company ensures that its products are safe and sustainable
and contribute positively to the environment and society. In
alignment with the vision, your Company has been diversifying
into greener product offerings, building a portfolio of efficient,
low-carbon products through continuous efforts. Company's

product stewardship efforts are characterised by a strong focus
on blended fuels, natural gas and high-performance lubricants.

New Business

Your Company made significant strides in regional and global
energy diplomacy during the year. Subsequent to signing of a
G2G MoU with Nepal government in 2023, the Company signed
two landmark B2B Framework Agreements with Nepal Oil
Corporation in October 2024. These agreements pave the way
for major cross-border energy infrastructure projects, including
the extension of the Motihari - Amlekhgunj petroleum pipeline
to Chitwan (Nepal) and construction of a new Siliguri - Jhapa
(Nepal) pipeline alongwith development of oil storage terminals
at Chitwan and Jhapa.

During the year, IndianOil (Mauritius) Ltd., a subsidiary of the
Company and Hansraj Hulaschand & Co. Pvt. Ltd. formed a Joint
Venture, IOML Hulas Lube Pvt. Ltd., to set up SERVO lube blending
facilities in Kathmandu, which would be your Company's first
manufacturing venture in Nepal. The move would improve cost
efficiency of product placement vis-a-vis import based supply,
while boosting the brand presence of the Company and regional
market strength.

The Company continues to play a key role in facilitating G2G
agreements between India and Bangladesh, to strengthen
regional energy cooperation. The Company has supplied 635 TMT
of Gasoil, Gasoline, Jet A1 and Fuel Oil to Bangladesh Petroleum
Corporation (BPC) from January 2023 to June 2025, ensuring
international standards of quality along with meeting delivery
timelines and quantity requirements. The Company has also
secured a contract from BPC to supply 140 TMT of petroleum
products during July to December 2025.

On the global front, a tripartite MoU was signed with Mitsubishi
Corporation Japan and Mitsubishi Corporation India to explore
cooperation in chemicals, sustainable fuels, logistics, bioplastics
and more. A dedicated M&A cell was set up to drive inorganic

growth, focusing on renewables, CGD, allied industry, EV sector,
vessel acquisition etc.

Explosives Business

Your Company remained a significant player in India's bulk
explosives and blast-based services sector in 2024-25, with
operations spanning 13 plants and a strong client base including
Coal India Limited (CIL) and Steel Authority of India Limited
(SAIL). The 13^th plant was commissioned at Neyveli Lignite
Corporation India Ltd. (NLCIL) in March 2025. The Company
achieved sales of 319 TMT at par with previous year, braving
environment challenges.

Looking ahead, two new plants, one at Mandamarri (Telangana)
under Singareni Collieries Company Limited (SCCL) and another
one in the Majri Area of Western Coalfields Limited (WCL)
are under development. The Company is also exploring new
opportunities with various Mining Developers cum Operators
(MDOs) in the coal mining sector.

Projects

Your Company spent H40,374 Crore on projects during 2024-25,
which includes H39,195 Crore on Standalone basis and H1,179
Crore as Equity Investment in Joint Ventures (JVs) & Subsidiaries.
The Company contributed more than 1/4^th to the total CAPEX
incurred by PSUs under the Ministry of Petroleum & Natural Gas.

Currently, the Company is executing over 160 projects (each
costing more than ?5 Crore), with a total outlay of more than
?2.6 Lakh Crore, on a standalone basis as well as through its JVs
and subsidiaries. These efforts are aimed at consolidating and
enhancing its leadership position in the market.

The Company's investments can be broadly categorised in two
major areas, i.e., Strengthening Core & Powering Energy Transition.

n Strengthening Core Business: The Company is investing
significantly in refining, petrochemicals, pipelines, marketing
and upstream sectors to enhance energy security and meet
the growing demand for petroleum products in India. Capacity
expansion projects are underway in major Refineries such as
Panipat, Gujarat and Barauni. Petrochemical Intensity Index
(PII) is planned to be increased to 15% by 2030 through PX-
PTA plant and major petrochemical complex at Paradip,
yarn project at Bhadrak, Polybutadiene rubber project at
Panipat among others. Further, over 2,000 Km of pipeline
expansion projects are at various stages of implementation
that includes greenfield and brownfield cross-country as well
as cross-border pipelines of petroleum products and natural
gas. Retail outlets and storage terminals are being upgraded,
improving customer outreach. LPG infrastructure expansion
is enhancing access to clean cooking fuel across India. On the
R&D front, upcoming new technology centre at the Faridabad
will focus on alternative energy and long-term sustainability.

n Powering Energy Transition: The Company is advancing
cleaner energy solutions aligned with India's Net-Zero goals.
To support vision of increasing the share of natural gas in
the energy mix, the Company is expanding its network in its
49 CGD Geographical Areas and upgrading infrastructure
for natural gas use in refineries. Strengthening the Biofuel
sector, apart from the focus on 20% Ethanol blending, your

Company is targeting establishment of a commercial scale
SAF plant and is on course to set up 30 CBG plants across
the country. Catalysing the Green Hydrogen movement, your
Company is setting up a 10 KTPA Green Hydrogen plant at
Panipat. With over 13,600 EV charging stations and forays
in battery swapping and manufacturing, the Company is
securing leadership in future mobility. The Company aims to
build a robust renewable energy portfolio by 2030 through
its wholly owned subsidiary, Terra Clean Ltd., spanning
solar, wind, hydro, green hydrogen, EV infra and bioenergy.

Through strategic diversification and deep investments in both
traditional and green domains, the Company is positioning itself
as a future-ready energy major aligned with India's long-term
energy and climate ambitions.

Health, Safety & Environment (HS&E)

Given the inherently hazardous nature of the petroleum
industry, your Company places highest priority on health,
safety and environmental protection. The Company upholds
the principle that "safety supersedes business objectives”
and remains steadfast in its commitment to being an industry
leader in Occupational Health, Safety and Environmental (HS&E)
stewardship. Operations across the Company are governed by
a robust and structured Safety Management System, ensuring
stringent adherence to safety protocols, procedures and
applicable environmental regulations. Compliance is diligently
monitored at all levels, reinforcing a culture of accountability and
continuous improvement. The Board of Directors periodically
review Company's HS&E performance and initiatives, reflecting
the strategic importance placed on safeguarding people, assets
and the environment. During 2024-25, the Company undertook a
wide range of HS&E initiatives, including awareness campaigns,
policy enhancements, training programmes and capability¬
building interventions, to strengthen safety practices and promote
occupational health throughout the organisation. Upskilling of
employees posted at operating locations was ensured through
safety training programs conducted during the year. As against
the target of 10,000 mandays mandated under Government's
MoU parameter for 2024-25, 28,867 mandays of safety training
were successfully imparted.

Human Resources

The total number of employees as on March 31, 2025 was
29,941, including 18,740 executives and 11,201 non-executives
of which 2,663 were women employees. During the year, the
Company recruited 704 executives and 376 non-executives. To
further the cause of apprenticeship training in the country, the
Company engaged 1849 apprentices under various categories
like Trade/Technician/Fresher/skill-certificate holder which
constitutes 6.03% 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. Your
Company also complies with the applicable provisions of the
Maternity Benefit Act, 1961.

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,
economic betterment, etc. and to 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, the Company continued and improved its talent
development program- 'Nav-Urja Nirman: Building a Future in
Renewable Energy' and engaged with top institutions in the
country to foster in-house expertise among junior/mid-level
officers to navigate the complexities of renewable energy sectors.
With a focus towards learning, the Company also introduced the
training platform - Eklavya, enabling its workforce to learn from
the exclusive repository of courses focusing on future-ready skills.
The Company also provided diverse internship opportunities to
the youth under the Prime Minister Internship Scheme.

During the year, the Company also leveraged technology to ensure
future readiness. To optimise operations through technology,
a centralised HR Shared Service Centre (HR SSC) has been

established to streamline pan-India HR operations, thus reducing
redundancy, enhancing efficiency and ensuring consistent service
delivery. The Company introduced an AI-based intervention -
Indian Oil Listening Agent (IOLA) to identify strengths and areas
of improvement at various levels with a focus on improving
overall employee experience.

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 such other 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

The Company complied with the provisions of the Official
Language Act, 1963 and Rules of 1976 notified thereunder
during the year. Official language implementation in day-to-day
functioning at various offices/locations/units is being ensured
as per guidelines of Rajbhasha Vibhag. The communications
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 initiatives
in official language. The Parliamentary Committee on Official

Language inspected 23 Company's offices/locations/units
during the year and commended the Company's efforts in
implementation of Official Language across the Company.

Corporate Social Responsibility

Your Company remains committed to its core philosophy of
nurturing communities and safeguarding the environment. CSR is
viewed not merely as a statutory obligation, but as an integral part
of responsible corporate conduct. It represents the Company's
ongoing dedication to conducting business in an ethical manner
while fostering inclusive economic growth and enhancing the
quality of life, particularly for communities in and around its
operational areas. 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 H539.17 Crore (2%
of the average profit of the previous three years H574.46 Crore
minus excess spent in previous year H35.29 Crore), the Company
spent a higher sum of H583.04 Crore to ensure continuity in the
planned CSR activities including many flagship projects resulting
in carry over of H43.87 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)

The Company complies with the provisions of The Right
to Information Act 2005 and has put in place an elaborate
mechanism across the Company to deal with the matters relating
thereto. To meet the requirements under the Act and to ensure
compliance 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.

Theinformation required undersection4(1)(b) ofthe RTI Act has been
made available on the Company's official website www.iocl.com

and the same is regularly updated as well. Your Company has
aligned with the on-line RTI portal of Department of Personnel
and Training and, all the applications/appeals received through
the portal, are disposed off through electronic mode only.

During the year, 4,347 requests and 604 first appeals were
disposed-off within the prescribed timeline. 91 second appeals
were disposed-off by the Hon'ble Central Information Commission,
New Delhi without imposition of any penalty/disciplinary action
against the Company.

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

The Company complies with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013, 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, 2024. During the year, 4 complaints were received and 6
complaints were disposed-off. As on March 31,2025, 3 complaints
are pending, of which 1 is pending for more than 90 days.

Regular workshops are held especially for women employees
to bring awareness about their rights and facilities at workplace
and emphasizing the provisions of the Act. Gender sensitization
programs 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 Company in all matters pertaining to vigilance.
The Vigilance Department adopts a three-pronged approach

i.e. preventive, punitive and participative, with a strong focus on
prevention and participation and also help in establishing effective
internal control systems and procedures for minimizing systemic
failures. During the year, 818 Vigilance Awareness programs were
conducted, which were attended by approx. 24,000 stakeholders.

Disciplinary actions under applicable Conduct, Discipline and
Appeal Rules 1980 and Certified Standing Orders are taken by
the Company for irregularities/lapses. During the year, 2015
Disciplinary matters related to Vigilance cases were disposed
off and 44 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 31,2025, except H55,000, which remains
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
Integrated 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 part of the
Integrated 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

During the year, the Audit Committee comprised of 3 members,
all of whom were Independent Directors except for the period
November 24, 2024 to March 31,2025 when the Audit Committee
had only 1 Independent Director. The Company could not comply
with the requirement of having atleast two-third members
as Independent Directors during the said period due to non¬
availability of sufficient number of Independent Directors on the
Board. Being a Government Company under the administrative
control of the Ministry of Petroleum & Natural Gas (MoP&NG),
the power to appoint Directors (including Independent Directors)
vests with the Government of India.

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 2024-25.

Risk Management

Risk Management plays a vital role in the Company, serving as
a fundamental pillar of its strategic decision-making process.
The robust risk management framework in the Company not
only minimizes 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 risk identification,
assessment and categorisation, analysis, mitigation and
monitoring of the strategic, operational, legal and compliance
risks which are managed through internally designed ERM portal.
The Company believes that effective risk management serves
as the compass guiding the organization 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
are 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 Sub¬
Section 3 of Section 143 of the Act. The report issued thereupon
has been attached along with the Standalone and Consolidated
Financial Statements, respectively.

The Board believes that the 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 2024-25.
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 2024-25.

The Auditors' remuneration for the year was fixed at H3.12
Crore and H1.50 Crore for Statutory Audit and Limited review
respectively along with applicable taxes and reasonable out of
pocket expenses. In addition, fees were 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 2024-25 was H5.77 Crore.

Reporting of suspected instances of Fraud by Auditors

In line with the provisions of the Companies Act, 2013 and
rules notified thereunder, the details of 2 instances wherein the
suspected fraud amount is less than H1 Crore are given below:

1) Fraudulent medical bill claims amounting to H10.47 Lakhs
and certification of attendance using controlling officer's
credentials by an employee at Barauni Refinery.

2) Fraudulent payment amounting to H99.23 Lakhs to
contractors for engineering work by an employee under
Karnataka State Office.

Further, in the following 5 instances wherein the suspected fraud
amount is above H1 Crore, the Statutory Auditors have reported
the instances to the Ministry of Corporate Affairs:

1) Fraudulent payments amounting to H1.46 Crore to vendors/
contractors by circumventing the extant procedures by
some employees under Madhya Pradesh State Office.

2) Pilferage of POL Products through tank trucks amounting
to H2.08 Crore by an employee in connivance with some TT
crew at a POL Depot under Uttar Pradesh State office - I.

3) Non-booking of actual losses and manipulation of dips of
storage vessels to hide actual losses amounting to H3.98
Crore by some employees at LPG Bottling Plant under
Telangana & Andhra Pradesh State office.

4) False reporting of filled cylinders stock leading to stock loss
amounting to H10 Crore by some employees at Malda LPG
Bottling Plant under West Bengal State Office.

5) Excess booking of purging loss to hide stock loss position,
fictitious booking of transit losses and abnormally high
market return cylinders alongwith corresponding credit
amounting to H86 Crore by some employees at LPG Bottling
Plant under North East Integrated State office.

The instances were investigated and necessary action against
those involved was initiated. In some of the instances where the
investigation was completed, appropriate disciplinary action as
per the Company's rules has been taken and in the remaining
cases, investigation is ongoing.

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, 2025, 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 19^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, 2025, 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 2024-25. A remuneration of H24.50 Lakh and applicable taxes
was fixed by the Board for payment to the cost auditors for 2024-25,
which was ratified by the members 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 M/s Dholakia & Associates LLP,
Practicing Company Secretaries, to conduct the Secretarial
Audit for 2024-25. The Secretarial Auditor in its report has 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:

n Composition of the Board of Directors with regard to
at least 50% Non-Executive Directors during the period

24.11.2024 to 31.03.2025.

n Composition of the Board of Directors with regard to at least
50% Independent Directors during the period 01.04.2024
to 07.05.2024, 11.05.2024 to 31.08.2024 and from

13.11.2024 to 31.03.2025.

n Having at least one Woman Independent Director
during the year.

n Composition of the Audit Committee during the period

24.11.2024 to 31.03.2025.

n Composition of the Nomination & Remuneration Committee
during the period 24.11.2024 to 31.03.2025.

n No separate meeting of the Independent Directors
during the year.

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, 2025,
issued by M/s Dholakia & Associates LLP, Practicing 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 procurement from MSEs (excluding crude oil, petroleum products & natural gas, API line pipes, proprietary items and single line
items of value greater than H50 Crore) during the year was as under:

Several initiatives were undertaken to identify the entrepreneurs for procurement of goods and services from MSEs owned by SC/ST
and women enterprises, including 128 vendor development programmes.

The Company makes payments to MSE vendors within timelines prescribed under the Micro, Small and Medium Enterprises (MSME)
Development Act 2006 and there are no bills pending or paid beyond the timelines during the year.

Procurement from Government e-Marketplace (GeM)

Your Company has demonstrated commendable agility and
foresight in adopting the Government e-Marketplace (GeM)
highlighting the Company's strategic commitment to digital
transformation in public procurement.

Designated as the Nodal Public Sector Undertaking (PSU) for
the Oil & Gas sector, your Company has been entrusted with
the critical role of liaising with GeM to facilitate the onboarding

of sector-specific features and functionalities. This coordination
ensures that the evolving procurement needs of Oil & Gas PSUs
are adequately addressed within the GeM ecosystem.

The scale of engagement with GeM is reflected in the procurement
spend, which surged to H11,009 Crore in 2024-25 accounting for
40.34% of the total procurement of goods and services during
the year. Your Company ranked as the 'Numero Uno PSU' among
Oil and Gas entities for GeM procurement, underscoring the
Company's rapid and effective digital procurement adoption.

Subsidiaries, Joint Ventures & Associates

In July 2024, a 50:50 Joint Venture Company named Indofast
Swap Energy Pvt. Ltd. with Sun Mobility, Singapore was
incorporated to carry on the business of battery as a service
(BAAS) for small format electric vehicles in India using equipment
such as batteries, charging stations etc.

The Company has 11 Subsidiaries and 30 Joint Venture/
Associate Companies. Brief details of their business are provided
in the Integrated Annual Report. 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 'Annual
Report 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 Company's website at
https://www.iocl.com/download/Material Subsidiary Policy.pdf.

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.

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 members for such material RPTs as per the
provisions of the SEBI (LODR).

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

The details of contracts or arrangements (which were not on
arms length basis) with related parties referred to under Section
188 (1) of the Companies Act, 2013 in the prescribed Form AOC-2
are attached at Annexure-IV of the report.

Energy Conservation, Technology Absorption and
Foreign Exchange Earnings and Outgo

Your Company continues to accord top priority to energy
conservation across all its operations. The performance of each
unit is closely monitored on a continual basis, with a focus on
driving improvements through adoption of advanced technologies
and alignment with the best international practices. During the
year, a range of energy efficiency initiatives were implemented
across the Company's refineries, resulting in significant energy
savings and corresponding financial benefits.

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 - V to the Report.

Board of Directors & Key Managerial Personnel

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

1. Shri S. M. Vaidya ceased to be Chairman w.e.f. September

01,2024 consequent upon completion of his tenure.

2. Shri Sujoy Choudhury ceased to be Director (Planning
& Business Development) w.e.f. September 01, 2024
consequent upon his superannuation.

3. Shri A. S. Sahney was appointed as Chairman w.e.f.
November 13, 2024

4. Shri Dilip Gogoi Lalung, Dr (Prof) Ashutosh Pant,
Dr Dattatreya Rao Sirpurker, Shri Prasenjit Biswas, Shri
Sudipta Kumar Ray and Shri Krishnan Sadagopan, ceased
to be Independent Directors w.e.f. November 24, 2024
consequent upon completion of their tenure.

5. Shri Suman Kumar was appointed as Director (Planning &
Business Development) w.e.f. February 26, 2025.

6. Shri Prasenjit Biswas, Shri Krishnan Sadagopan and Dr
Dattatreya Rao Sirpurker were reappointed as Independent
Director on the Board w.e.f. March 28, 2025.

7. Dr (Prof) Ram Naresh Singh ceased to be Independent

Director w.e.f. April 8, 2025 consequent upon

completion of his tenure.

8. Ms Esha Srivastava, Joint Secretary (International
Cooperation), MoP&NG was appointed as a Government
Nominee Director w.e.f. June 20, 2025

9. Shri N. Senthil Kumar ceased to be Director (Pipelines) w.e.f.
July 01, 2025 consequent upon his superannuation.

10. Shri V. Satish Kumar ceased to be the Director (Marketing)
w.e.f. August 1, 2025 consequent upon his superannuation.

Shri Anuj Jain, Director (Finance) and Dr Alok Sharma, Director
(Research & Development) are liable to retire by rotation and
being eligible are proposed to be reappointed at the forthcoming
Annual General Meeting (AGM). Their brief profile 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 not held
during the year.

Board Meetings

During the year, 11 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 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 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 31,2025 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 2024-25 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 2025.

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 settlement 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 of Directors conveys its profound appreciation for
the sincere, dedicated and tireless efforts of the employees of
the Company, the contract workforce and channel partners,
whose collective endeavours have ensured the uninterrupted
supply of petroleum products across the country. The Board
also extends its sincere gratitude to the Government of India,
particularly the Ministry of Petroleum and Natural Gas (MoP&NG),
as well as various State Governments, regulatory and statutory
authorities for their continued support and guidance. The Board
acknowledges with deep appreciation the invaluable support
received from all stakeholders, including bankers, investors,
members, customers, consultants, technology licensors,
contractors, vendors and others who have contributed to the
Company's growth and operations. Further, the Board places
on record its highest appreciation for the distinguished service,
valuable guidance and significant contributions rendered by
Shri S. M. Vaidya, Shri Sujoy Choudhury, Shri Dilip G. Lalung,
Dr (Prof) Ashutosh Pant, Shri Sudipta Kumar Ray, Dr (Prof) Ram
Naresh Singh, Shri N. Senthil Kumar and Shri V. Satish Kumar
during their tenure as Members of the Board.

For and on behalf of the Board
Sd/-

(A S Sahney)

Place: New Delhi Chairman

Date: August 6, 2025 DIN: 10652030