To

The Members,

Your Directors have pleasure in presenting the Twenty-fifth Annual Report and the Company's audited financial statements for the Financial Year ended March 31, 2024.

Physical Performance

During the year, the Company recorded sales as under:

Figures in Million Standard Cubic Meters (mmscm)

Financial Results

The Company's financial performance for the year ended March 31, 2024 is summarised below:

(In crores)

Financial Reviews

During the year, the gross turnover of the Company has decreased from Rs. 15,543.67 Crores in FY 2022-23 to Rs. 15,403.13 Crores in FY 2023-24 showing a decrease of 0.99%.

The Profit After Tax (PAT) increased by 20.97% from Rs. 1445.02 Crores in FY 2022-23 to Rs. 1748.08 Crores in FY 2023-24.

The Company has prepared the Consolidated Financial Statements also which includes the Company's share of profit in its Associates combined on an equity method in accordance with Ind AS 28 - "Investment in Associates and Joint Ventures". The consolidated PAT during FY 2023-24 is Rs. 1983.40 Crores against Rs. 1639.65 Crores in the previous year.

Dividend

Your Directors are pleased to recommend a final dividend of 250% (Rs. 5 per share). The proposed dividend would absorb Rs. 350 Crores.

The Company has Dividend Distribution Policy in terms of the requirement of SEBI (Listing Obligations Disclosure Requirements) Regulations, 2015. The Policy is available on the website of the Company under the web-link: https://www. iglonline.net/uploads/files/Dividend-Distribution-Policy.pdf

Compressed Natural Gas Business

During the year, your Company augmented CNG infrastructure in its Geographical Areas. The Company achieved a new milestone by setting up 882nd CNG station in FY 2023-24. In FY 2023-24, 90 new CNG stations were commissioned and capacity enhancement/ upgradation was done at 36 numbers CNG stations, the highest ever in a financial year. With these achievements, the Company has achieved total compression capacity of 105 lacs kgs per day and is catering to around 19 Lacs vehicles.

The Company provides prepaid card facility for its CNG customers in order to promote digital payments. Till now more than 190000 prepaid cards are under circulation catering to approx. 2 lacs vehicles. Company has taken more initiatives in Digital Payments at CNG stations for the benefit of customers, wherein UPI payment can be made at CNG stations through wallet payments mode. The Company has also tied up with Bhim UPI for enabling UPI payments collection from all modes of payment. The combined effort towards digital payment collection has helped in a growth of 15% in digital payment collection this year vis-a-vis last year.

Company has conducted joint promotion activities with Maruti Suzuki India Limited, Tata Motors, Bajaj, Mahindra and Hyundai at the CNG stations. Due to constant interactions with the car manufacturers, they have launched company fitted CNG variants, which are becoming popular among the customers and thus boosting the sales of CNG.

Consistent follow-ups with State Transport Units (STU's) have yielded positive results, with UPSRTC added 60 new CNG buses in FY 2023-24.

The Company has conducted pilot project in FY 2023-24 with two aggregators to integrate our CNG dispensers with the POS machines through which customers are getting automated receipt after refuelling. This has increased the customer convenience at large.

PNG - Domestic Connections

PNG continued to be focus area of the Company during FY 2023-24. The Company provided more than 3.30 lacs new connections during the year 2023-24. In order to create the PNG awareness further amongst target customers, a successful campaign was run during the year. A significant growth of 15.3% in PNG domestic sale have been achieved in FY 2023-24, it is the highest growth registered in last 5 years in terms of sale volume i.e. 30.2 MMSCM.

Your Company increased its steel pipeline network from 1,868 kms in FY 2022-23 to 2,054 kms in FY 2023-24 and its MDPE network from 20,632 kms in FY 2022-23 to 23,565 in FY 2023-24.

Your Company has taken many innovative initiatives like low cost promotional campaigns, promotions through e-rickshaw especially targeting urban villages/ rural areas, women's meet, display of IGL promotional boards with QR codes across residential societies, bulk messaging to potential customers, circulation of advertisement banners & messages on RWA WhatsApp group, promoting registration through IGL website & call-centres and launching of customer-centric attractive registration schemes to motivate customers to opt PNG. In new GAs like Ajmer, Pali, Karnal, Kaithal, Muzaffarnagar, Meerut, Kanpur, Fatehpur, etc. an overall growth of approx. 73% in new billable customers have been registered so far as on 31.03.2024. Furthermore, self-billing option was promoted through various digital awareness camps, empowering customers to generate accurate bills at their convenience. Various mediation camps have also been organised in coordination with Delhi Dispute Resolution Society (DDRS) for quick resolution of customer issues and instant payment collection.

While continuing with its mission to enhance customer experience, your Company achieved significant milestones by leveraging technology and embracing digital innovations. OTP and e-POD based bill delivery has been implemented for secure and efficient communication. The bilingual new PNG bill form caters to diverse language preferences, ensuring effective communication with the customers. Your Company surpassed the milestone of 1.27 million electronic bill delivery subscribers and 2.3 lakhs WhatsApp subscribers demonstrating the commitment to embracing modern platforms. With consistent and firm efforts an average of 88% to 90% monthly actual/retail meter reading collection have been achieved during FY23-24 with 100% billing of all moved-in PNG-Domestic customers. Online payments reached an impressive 97% adoption rate, highlighting the convenience and ease of Company's digital payment options. In addition, 96% successful hardcopy bill delivery achieved against 2.77 lakh hardcopy bill delivery to registered customers. These accomplishments exemplify your Company's dedication to leveraging technology and customercentric solutions, driving an exceptional experience for the valued customers.

The Company had a total of more than 27 Lakhs connections in Delhi & other geographical areas as on March 31, 2024.

PNG - Commercial & Industrial

During the year, your Company continued its thrust on the Commercial & Industrial segment which is one of the potential growth areas in the upcoming years. Your Company achieved sales volume of 294.10 MMSCM in Industrial Segment in FY 2023-24. In Commercial segment your Company achieved a growth of around 14% in sales volume i.e. from 72.25 MMSCM in FY 2022-23 to 82.20 MMSCM in FY 2023-24. In terms of number of customers, the industrial customer base increased from 3913 in March 2023 to 4693 in March, 2024 and commercial customer base increased from 5108 in March, 2023 to 5904 in March 2024.

In Delhi, Delhi Pollution Control Committee (DPCC) has banned all other industrial fuels except PNG and has advised all industrial customers (wherever PNG is available) to switchover to PNG. The Commission for Air Quality Management (CAQM) has also directed switching over of DG sets to PNG and Dual fuel (PNG and Diesel) mode in Delhi and NCR. Your Company has efficiently co-ordinated to implement the mandate given by DPCC and the CAQM by facilitating customers for smooth switchover to

PNG supply. In this regard, your Company has been able to convert all polluting industries located in NCT of Delhi to PNG supply. In order to curb down air-pollution levels and to increase natural gas volumes, your Company has targeted diesel genset segment, wherein PNG is replacing usage of diesel in gensets. IGL's PNG network is widely available among various Industrial & Commercial clusters of Delhi and NCR towns of Ghaziabad, Gautam Budh Nagar,Hapur, Muzaffarnagar, Gurugram, Rewari & Karnal. Your Company is working with a focused approach to further expand/ strengthen pipeline network by providing last mile connectivity to the Industrial & Commercial establishments in existing areas where pipeline grid is available and expand pipeline network to cater to other industrial areas.

In industrial & commercial segment 2967 new registrations were completed during the FY 2023-24 and pipeline laying was started in new areas like Hapur, YEIDA in Uttar Pradesh, Chandni Chowk & Paharganj in Delhi. Your Company is also expanding its network to new Geographical Areas (GAs) like Muzzaffarnagar, Meerut & Shamli, Kanpur (other than area already authorized), Fatehpur & Hamirpur, Ajmer, Rajsamand & Pali and Banda & Chitrakoot to cater the demand of Industrial & Commercial segment.

Your Company is also working in a collaborative and participatory approach with state Pollution Control Boards, so as to work out an action plan to convert all industrial and commercial units to PNG (wherever IGL's PNG network is available). To further expand its footprint, your Company has been able to execute Gas Sale Agreements (GSA) with Industrial & Commercial Customers in Karnal, Kaithal, Gurugram, Rewari, Kanpur, Pali & Ajmer Geographical Areas (GAs) and also started supplying PNG which would facilitate increase in consumption of Natural Gas (NG) volumes.

Central U. P. Gas Limited (CUGL)

CUGL is engaged in City Gas Distribution in the cities of Kanpur, Bareilly, Jhansi and Unnao in Uttar Pradesh. Your Company holds 50% of the paid-up equity share capital of CUGL.

CUGL achieved a gross turnover of Rs. 690.40 Crores and Profit After Tax of Rs. 71.91 Crores for the financial year ended March 31, 2024.

Maharashtra Natural Gas Limited (MNGL)

MNGL is in City Gas Distribution business in Pune, Pimpri, Chinchwad, Chakan, Talegaon and Hinjewadi, Nasik GA (Nasik, Dhule & part of Valsad), Sindhudurg GA in the state of Maharashtra and Ramanagara GA in the state of Karnataka. Your Company holds 50% of paid-up equity share capital of MNGL.

MNGL achieved a gross turnover of Rs. 2,993.55 Crores and Profit After Tax of Rs. 610.12 Crores for the financial year ended March 31, 2024.

The statement containing the salient features of the financial statements of Company's Associates and Subsidiary pursuant to the first proviso to sub-section (3) of Section 129, is appended as Annexure 1 to this Report.

Agreements for setting up of 19 CBG (Compressed Bio Gas) plants were signed by IGL in the presence of Mr. Praveen Mal Khanooja, Additional Secretary, Ministry of Petroleum & Natural Gas, Govt. of India, Mr. Kamal Kishore Chatiwal, Managing Director and Mr Pawan Kumar, then Director Commercial, during India Energy Week 2024 in Goa.

Future Outlook

In line with Company's mission and vision, your Company has been working on various new strategic and business opportunities to secure its position in dynamic and competitive environment and is looking for organic as well as inorganic growth as part of its corporate strategy. Your Company engaged a reputed Strategy consultant for advising on developing long term strategy for overall growth and portfolio of IGL which covers strengthening of core CGD business and diversification beyond the core.

EV Infrastructure & EV landscape

As per Company's diversification strategy, your Company is setting up EV Charging facilities at various sites including IGL CNG Stations. Your Company is working towards a target of commissioning at-least 50 fixed EV Chargers in NCT of Delhi. A total of 17 EV Chargers are already operational.

Your Company has also constructed and commissioned 02 Standalone model EV Charging Stations in Delhi on the sites allotted by land owning agencies. It is planned to commission more such sites in near future.

Your Company is exploring investment opportunities in EV value chain viz. EV charging infrastructure, battery recycling & EV / component manufacturing etc.

Renewable Space

Your Company is exploring usage of renewable energy in place of conventional grid power, which will be a step towards carbon emission reduction and net zero.

Your Company has plans to install Solar panels at the canopy of selected CNG Stations. An in-principle approval from PESO has been received in this regard & techno-commercial feasibility for this pilot project is in progress.

Your Company is also planning to set up Green Field Solar Power plants with a target of reaching 1 GWp capacity in the near future.

Green Hydrogen

Your Company is jointly exploring the possibility for setting up a small capacity Green Hydrogen plant at Bawana, New Delhi.

Your Company has also participated as a knowledge partner in Hydrogen Valley Innovation Cluster (HVIC) at IIT Jodhpur.

LNG/LCNG

Apart from one LNG/LCNG Station operational in Ajmer GA, few more locations on Golden Quadrilateral (GQ) Highway have been identified towards setting up of LNG/LCNG stations and project activity has started.

MoU has been signed with Container Corporation of India Limited (CONCOR) for setting up of LNG infrastructure at their terminal(s) across the country. The first such installation shall be done at Dadri Terminal of CONCOR.

Pilot project for setting up Small Scale LNG (SSLNG) plant in Delhi- NCR is in process.

Compressed Biogas (CBG)

Your Company is actively participating under SATAT (Sustainable Alternative towards Affordable Transportation) & CBG-CGD synchronization scheme initiatives of MoPNG. The Company is pleased to mention that CBG offtake has been initiated from 6 CBG plants. Your Company is also planning to invest and setup 10 CBG plants on different feed stocks. A 100 TPD MSW (Municipal Solid Waste) based CBG plant is already under construction at Ghoga Dairy, Narela, New Delhi.

Allied equipment manufacturing

Under the MOU with Bharat Heavy Electricals Limited (BHEL) for setting up of manufacturing facility of Type IV light weight cylinders for CNG &/or Hydrogen use, a Joint Working Group (JWP) has been formed for finalizing technology & preparing financial model.

Joint Venture

A Joint Venture Company between IGL and Genesis named as IGL Genesis Technologies Limited was incorporated on June 15, 2023. Meter manufacturing facility is near completion on the industrial shed at Sector 145, Noida, hired on long term lease. The Business Transfer cum Technology Transfer Agreement has been signed and order for supply for plant and machinery has also been placed. Commercial production of meters is scheduled from December 2024.

Acquisition and Investment in other companies

Your Company is actively considering acquisition of other CGD companies as and when any such opportunity is there in the market.

Information Technology

Your Company has already embraced the path of continuous technological advancement through adoption of emerging technologies, best practices and upgrade of business applications as part of digital transformation. This involves strengthening of core IT infrastructure, enhancement in customer centric application landscape and ensuring efficient work force management through major developments and optimization in employee centric applications.

Achieving customer satisfaction is the key performance indicator of a customer centric organization which necessitates continuous developments and enhancement in applications focusing on rendering seamless services to customers. CRM being the fronted application of customer services was enriched with improved performance and new functionalities of generating and sending SMS against online payment. The CRM application was also rolled out in new Geographical Areas (GA) of Banda and Mahoba cities. In addition, an efficient and smooth online experience to customers on mobile platform for self-help related functions along with various other features and functionalities is being rendered through IGL Connect app. This app available on Android and IOS mobile platforms was upgraded and migrated to latest frontend technology for smoother navigation along with optimization of API based integration for improved performance along with enhanced security through enabling multi-factor based authentication (mobile OTP).

IGL's business transactions are based on SAP ERP as an integrated single source of information and transactional processing system wherein new development and configurations for starting PNG billing in new geographical areas of Ajmer, Chitrakoot, Banda, Kaithal and Mahoba regions were performed along with completion of new configuration for billing of compressed Bio gas. New development for Departmental budget approval system was also accomplished in SAP. With continuous improvement in platform for pdf invoice creation and delivery, customer invoices are now being generated at an all-time high rate of more than 800 invoices per minute along with faster delivery and tracking over various communication channels of email, WhatsApp and SMS.

As part of strengthening and optimizing internal work-force management, the travel module in SAP was enhanced and upgraded through automatic calculation of daily allowances. The other functionalities of leave request creation and approval was also made available over mobile platform for the convenience of the employees. Few enhancements in IGLOO (IGL's intranet application) including development of MD open house application was completed. In addition, creation of new dashboards and enhancement of existing dashboards with new KPIs in Bill Watch System (BWS) were performed.

Your Company has also been considerate about technology foundational and supporting infrastructure as well which are the backbone of all the other front ending applications. This involves establishing SD (Software Defined) WAN connectivity to offices at new geographical areas of Banda, Kanpur and Hapur and IOT Sim card based connectivity for SCADA at more than 360 locations along with setting up the LAN network at new PNG and CNG control rooms.

Your Company has continued revamping and strengthening the security posture of the organization to appreciate and acknowledge the growing global cyber security risk related concerns and leaving no stone unturned to evaluate and implement cyber security initiatives including implementation of Managed Security Operations Centre (MSOC), Cloud based Web Application Firewall (WAF) along with hiring of Cyber Insurance Services. Regular Cyber Security trainings are imparted and security awareness and guidelines related communication are being shared with employees to make them remain vigilant and alert as part of our defence strategy against cyber-attacks and threats.

Human Resources

We believe that human resource is the most important resource which drives the organization towards growth and achievements. So, the Company is taking care of its employees through various interventions viz. revision in compensation through industry benchmarking. The Company reviews from time to time HR Policies/ benefits of its employees to make them more competitive and aligned with best industry practices.

Learning and Development of employees forms an integral part of the Company's Policy towards accomplishing organizational goal. The continual imparting of training, both technical and nontechnical, is necessary for the growth of employees, personally as well as professionally. During the year, our employees were provided with the best of trainings.

Mr. Kamal Kishore Chatiwal (MD), inaugurating the First PNG Domestic Connection in Mahoba (U.P)

IGL being the leading organisation in the CGD sector has always taken initiatives for overall development of its employees and the community. The current year witnessed major sporting events such as Chess, Carrom, Basketball and other employee welfare activities to take care of employee's health & fitness. These activities provided an avenue for employees to show case their skill set and encourage team building. IGL employees and senior management officials also participated in various tournaments like Golf, Chess, Table Tennis, Cricket hosted by the Petroleum Sports Promotional Board. IGL also hosted the 31st Basketball tournament under the aegis of PSPB in Karnail Singh Stadium, Delhi. This year also witnessed a major landmark in IGL's journey of completing 25th year and to mark the silver jubilee year, the same was celebrated amongst all IGL family members which brought a sense of oneness and belongingness within the organisation. IGL's pre-eminences in the CGD sector was a centre of attention for all who visited the event at the India Energy Week, 2024 held at Goa. It also provided an opportunity for the employees to interact with eminent personalities in the Oil and Gas sector and to be abreast of the latest technologies in the same.

During the year, the Company inducted various young talented professionals from reputed NITs as GET and reputed Govt. Polytechnic Colleges at Junior Engineer level to infuse knowledge and talent in the professional sphere. The comprehensive Induction Trainings has also been imparted to these new entry- level professionals. Your Company has maintained harmonious, cordial and healthy relations among its employees.

Your Company recognizes the contribution of its employees in its growth.

Health Safety and Environment (HSE)

In the past year, Your Company's dedication to Health, Safety, and Environment (HSE) has yielded significant achievements. We were honoured to receive the prestigious Safety Innovation Award from the Institute of Engineers (IOE) and the Certificate of Appreciation from the National Safety Council (NSC) in 2023. These recognitions solidify your Company's commitment to creating a safe and healthy work environment.

Your Company has successfully recertified its Emergency Response and Disaster Management Plan (ERDMP) for geographical areas of NCT of Delhi, Ghaziabad & Hapur and Noida, and Greater Noida, respectively. The plan's effectiveness is further ensured through its approval by a PNGRB-approved third-party inspection agency. Your Company conducted a total of 432 mock drills throughout FY 2023-24. These drills included participation in 33 off-site mock drills conducted by district authorities

To further strengthen its emergency response capabilities across different geographical areas, your Company has made separate Mutual Aid Agreements with various industries.

Ensuring the safety of our frontline workers is paramount. To safeguard their safety, your Company has made it mandatory that all workers shall undergo Safety & Technical Competency training before deployment at sites. Standard Operating Procedures (SOPs) are followed for routine jobs and for all non-routine/ critical activities app based Safety Work Permit system has been implemented at sites. In addition, your Company implemented "Pictorial Activity-Based Start-Work Checks" to guarantee the highest level of compliance with our HSE policy and ensure clear communication of lifesaving rules. These checklists ensure the life saving controls/safeguards are physically confirmed before commencing critical tasks, thereby enhancing safety on-site.

Consumer safety is also a core value. Your Company actively promotes natural gas safety awareness through safety camps

Comprehensive Fire & Safety training program in progress to maintain the highest standard of safety in all operations and people are better equipped to handle emergencies ensuring a safer environment for everyone. held directly at customer locations for PNG consumers and at CNG stations for CNG customers. Your Company's commitment extends to the broader community through safety messages broadcasted on FM radio, and across digital and social media platforms.

Your Company's dedication to continuous improvement is reflected in our ISO certifications: ISO 45001:2018 (Occupational Health & Safety), ISO 9001:2015 (Quality Management), ISO 14001:2015 (Environmental Management), and ISO 50001:2018 (Energy Management). These certifications demonstrate your Company's unwavering commitment to safety, quality, environment, and energy management at all levels of the organization. We go beyond meeting minimum legal and statutory requirements, thereby ensuring operational excellence through world-class safety practices.

Corporate Social Responsibility

Your Company remains deeply committed to its Corporate Social Responsibility (CSR) initiatives, focusing on ethical and social impacts to benefit society. For the fiscal year 2023-24, we have continued to make significant strides in our primary focus areas: health, education, women's and underprivileged empowerment, and skill development.

This year, we sponsored the construction of the Girls Hostel and library at 'Samkalp Globe Capital Bhawan' in Dheerpur, New Delhi, supporting economically and socially backward students. This facility will provide safe accommodation and resources to help these students achieve their academic goals. Our 'Sunshine Initiative' aims to bring solar street lights to Bikaner, Rajasthan, enhancing local economic activities and promoting renewable energy. We are contributing to construct the Bhagwan Birsa Munda Bhawan to foster research, development, and cultural awareness for Scheduled Tribe (ST) communities. This centre will generate valuable data, equip ST community members with essential skills and knowledge, preserve cultural practices, and empower them to advocate for their rights. Additionally, this initiative contributes to nation-building by strengthening the role of the ST society. Our support extended to 500 Ekal Vidyalayas, promoting holistic village development through education, digital literacy, health awareness, and rural entrepreneurship in various villages of Uttar Pradesh. These efforts aim to uplift rural communities by providing essential skills and knowledge for sustainable development. We also contributed to the Laghu Udyog Bharati Skill Development Centre in Jaipur, which enhances MSME competitiveness through technology access, skill upgradation, and advocacy support. This centre aims to create a strong startup ecosystem, providing necessary infrastructure and training to entrepreneurs, fostering selfreliance and job creation. In Haryana, we focused on youth empowerment through skill training in Rewari, aiming to equip young individuals with the skills needed for gainful employment. Additionally, our 'Project Give Sight and Prevent Blindness' organized free eye screening camps for rural communities in Delhi and NCR, emphasizing preventive healthcare and improving the quality of life. Further, we supported education for underprivileged children in Lathira village, Uttar Pradesh, aiming to enhance their learning abilities and outcomes. By providing tailored educational support, we strive to bring these children to appropriate learning levels, ensuring a brighter future.

These initiatives underscore our dedication to societal progress and our continued commitment to CSR, as detailed in the annual report on CSR activities appended as Annexure 2 to this report.

Directors Responsibility Statement

Pursuant to the provisions of Section 134 (5) of the Companies Act, 2013, your Directors hereby confirm that:

i. In the preparation of Annual Accounts for the financial year ended March 31, 2024, the applicable accounting standards have been followed;

ii. They have selected such accounting policies and applied them consistently except where otherwise stated in the Notes to Accounts and made judgments 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 of the Company for that period;

iii. They have 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;

iv. They have prepared the Annual Accounts for the Financial Year ended March 31, 2024 on a going concern basis;

v. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi. They had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Directors

Shri Kamal Kishore Chatiwal, nominee of GAIL, was appointed as Managing Director of the Company w.e.f. June 15, 2023. Shri Mohit Bhatia, nominee of BPCL, was appointed as Director (Commercial) of the Company w.e.f. April 30, 2024. Shri. Pankaj Kumar, nominee of BPCL, was appointed as an Additional Director of the Company w.e.f. May 01, 2024. Prof. Rajni Abbi and Dr. Simrit Kaur were appointed as Additional and Independent Directors of the Company w.e.f. May 07, 2024 and May 15, 2024, respectively. Smt. Namita Pradhan and Dr. Manish Sitaram Dabhade were appointed as Additional and Independent Directors of the Company w.e.f. August 16, 2024. Shareholders of the Company have also approved the appointments through Postal Ballot of Shri Mohit Bhatia as Director (Commercial) and Shri Pankaj Kumar as a Director and of Prof. Rajni Abbi and Dr. Simrit Kaur as Independent Directors of the Company.

Shri Sanjay Kumar ceased to be Managing Director and a Director of the Company w.e.f. June 15, 2023. Shri Pawan Kumar ceased to be Director (Commercial) and a Director of the Company w. e.f. April 30, 2024. Shri N. Ramakrishnan ceased to be Director of the Company w.e.f. April 30, 2024. Smt. Saroj Bala and Shri Rajib Sekhar Sahoo ceased to be Directors of the Company w.e.f. February 11, 2024. Shri Ramesh Narain Misra and Shri Deepak Mishra ceased to be Directors of the Company w.e.f. June 11, 2024 and June 13, 2024, respectively. Shri Ashish Kundra ceased to be a Director of the Company w.e.f. June 21, 2024.

The Board takes this opportunity to place on record its appreciation for valuable contribution made by Shri Sanjay Kumar, Shri. Pawan Kumar, Shri N. Ramakrishnan, Smt. Saroj Bala, Shri. Rajib Sekhar Sahoo, Shri Ramesh Narain Misra, Shri Deepak Mishra and Shri Ashish Kundra during their tenure as the Directors of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as provided under section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (hereinafter referred to as the "Listing Regulations").

The details of programmes for familiarization of Independent Directors with the Company are put up on the website of the Company, i.e., http://www.iglonline.net//english/5000 media/Investor Relations/Familiarization-Programmes-for- Independent-Directors.pdf

The Nomination & Remuneration Committee considers various criteria such as Knowledge/skill required, experience, Minimum educational qualification, age, role in this Company, gender, other requirements as per Companies Act, 2013 and SEBI Listing Regulations while recommending the name of the Independent Directors.

The Board of Directors carried out the evaluation of Directors, Committees of Board and the Board as a whole, based on the laid down criteria of performance evaluation.

In the opinion of the Board of Directors, independent directors have required integrity, expertise and experience.

Corporate Governance

As per the requirement of the Listing Regulations, a detailed Report on Corporate Governance and certificate regarding compliance of conditions of Corporate Governance are annexed as part of the Annual Report.

The Auditors' Certificate on Corporate Governance for FY 202324 of M/s PP Agarwal & Co., Practicing Company Secretaries is self-explanatory and does not call for any further comments.

Business Responsibility and Sustainability Report

Detailed Report on Business Responsibility and Sustainability Report is annexed as part of the Annual Report.

Deposits

During the financial year 2023-24, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

Particulars of Loans, Guarantees or Investments

During the financial year 2023-24, your Company has not granted loans nor given guarantee. Your Company has invested Rs. 18.87 crores for allotment of 51 % shares in IGL Genesis Technologies Limited (Subsidiary Company) during FY 2023-24.

Amount which the Company proposes to carry to any Reserves, if any

For the financial year 2023-24, your Company has not transferred any amount to the general reserve of the Company.

Number of Meetings of the Board and Audit Committee

The details of the number of meetings of the Board and Audit Committee held during the financial year ended March 31, 2024 and composition of Audit Committee are given in Corporate Governance Report.

Related Party Transactions

Policy on materiality of Related Party Transactions and on dealing with Related Party Transactions has been disclosed on the website of the Company at:- https://www.iglonline.net/ uploads/files/Related Party Policy.pdf

Details of transactions with related parties are being disclosed separately in the Annual Report. As per Regulation 23 of Listing Regulations, prior approval of Shareholders has been taken for Material Related Party Transactions for the Financial Year 2024-25.

Prevention of Sexual Harassment at Workplace

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made thereunder, your Company has constituted Internal Complaints Committee (ICC). During the FY 2023-24, no complaint with allegation of sexual harassment was received by the Company.

Risk Management and Internal Financial Control Adequacy

Your Company has Risk Management System in place including the Risk Policy & identification of the Risks which are reviewed periodically. The Company has also Risk Management Committee as per the requirement of the Listing Regulations.

Your Company has laid down a set of standards, processes and structure for internal financial control across the organization and ensures that the same are adequate and operating effectively.

Vigil Mechanism

The Company has a well-defined Vigilance framework which provides a platform to the employees, directors, vendors, suppliers and other stakeholders of the Company to come forward and raise their genuine concerns without any fear of retaliation and victimization. The Company has engaged an independent third party service provider for complaint management under the whistle-blower platform. The details of the Whistle Blower Policy are available on the website of the Company: www.iglonline.net. Besides Whistle Blower Policy, the Company has also framed Vigil Mechanism policy under which the stakeholders can lodge their complaint(s) to Chief Ethics & Vigilance Officer of the Company.

Cost Auditors

Your Company had appointed M/s Chandra Wadhwa & Co., New Delhi as Cost Auditors for the FY 2023-24.

As per Section 148 read with Companies (Audit & Auditors) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013, the Board of Directors of your Company has appointed M/s Ramanath Iyer & Co., Cost Accountants, as the Cost Auditors of the Company for the FY 2024-25. The remuneration proposed to be paid to the Cost Auditors is subject to the ratification by the members at the ensuing Annual General Meeting of the Company.

Your Company is maintaining cost records as specified by the Central Government under Section 148 of the Companies Act, 2013.

Secretarial Auditors and Secretarial Audit Report

Pursuant to Section 204 of the Companies Act, 2013, your Company had appointed M/s P.P. Agarwal & Co., Practicing Company Secretaries, New Delhi, as its Secretarial Auditors to conduct the Secretarial Audit of the Company for the FY 202324. The Report of Secretarial Auditor for the FY 2023-24 is appended as Annexure 3 to this report.

Remarks referred to in the Secretarial Auditors' Report for FY 202324 of M/s P.P. Agarwal & Co., Practicing Company Secretaries are self-explanatory and do not call for any further comments.

Disclosures Regarding Remuneration

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure 4 to this report.

Extract of Annual Return

The Annual Return of the Company as on March 31, 2024, in Form MGT 7, in accordance with the Section 92 (3) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014 is available on the website of the Company.

Statutory Auditors

In exercise of powers conferred by Section 139 of the Companies Act, 2013, the Comptroller and Auditor General of India (CAG) has to appoint Statutory Auditors of the Company for the FY 2024-25.

The Notes on financial statements referred to in the Auditors' Report for FY 2023-24 of M/s PKF Sridhar & Santhanam LLP, Chartered Accountants are self-explanatory and do not call for any further comments.

Review and Comments of CAG, on Standalone and Consolidated financial statements for the FY 2023-24 form part of financial statements of the Company.

Conservation of Energy and Technology Absorption, Foreign Exchange Earnings and Outgo

The information in accordance with the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Rule (8) of the Companies (Accounts) Rules, 2014 is appended as Annexure 5 to this report.

Acknowledgements

Your Directors express their gratitude to the Central Government, State Governments of NCT of Delhi, Uttar Pradesh, Haryana & Rajasthan, Ministry of Petroleum & Natural Gas, Petroleum and Natural Gas Regulatory Board and Promoter Companies

(GAIL & BPCL) for their continuous guidance & support throughout the year.

The Directors also acknowledge the support of all Statutory & Local Authorities, Bankers, Media, Station Operators & their employees, contractors, vendors and suppliers.

The Directors place on record their deep appreciation towards IGL's valued customers for their continued patronage support and look forward to the continuance of this relationship in future also.

The Directors wish to express their gratitude to all the shareholders for their continued trust and support.

The Directors also sincerely acknowledge the contributions made by all the employees of IGL for their dedicated services to the Company.