Dear Members,

On behalf of the Board of Directors, it is my privilege to present the 67 th Annual Report of the Company for the financial year ended 31 st March 2026. The fag end of the year 2025-26, as well as the period thereafter, unfolded against an exceptionally turbulent global energy landscape marked by intense geopolitical tensions in West Asia, prolonged disruptions to critical maritime trade routes including the Red Sea and the Strait of Hormuz, volatile crude oil prices, and significant dislocations in the global supply chains of petroleum products and LPG. These challenges coincided with resilient domestic demand and heightened energy security imperatives for India, placing extraordinary responsibility on national oil companies. Guided by the core value of "Nation First", your Company rose to this responsibility, prioritising uninterrupted availability of fuels across the length and breadth of the country, during the periods of acute global supply stress.

Despite the headwinds faced during the month of March 2026, your Company crossed the finish line of 2025-26 with excellent financial performance, supported by strong physical volumes, operational resilience and disciplined execution. However, escalation of geopolitical disruptions may have an adverse impact on profitability of 2026-27. In spite of these challenges, the Company remains focused on advancing its growth and transformation agenda. Your Company continued to invest in strengthening its core businesses, expanding refining, pipelines and petrochemicals, accelerating energy transition initiatives, and embedding digitalisation and organisational agility through the enterprise-wide transformation programme "SPRINT" initiated in April 2025. The initiatives taken during SPRINT have resulted in improvement in operating performance, cost optimisation etc. resulting in visible savings. Together, these efforts position the Company as a future-ready, responsible energy major committed to energy security, affordability and inclusive growth.

During 2025-26, your Company continued to advance its strategy of integration, diversification and capability building across key business verticals i.e. Petrochemicals, Natural Gas, City Gas Distribution, Alternative Energy, Exploration & Production, Explosives and Cryogenics. These initiatives were supported by a growing international footprint and a continued focus on strengthening India's integrated energy ecosystem, aligned with the Company's long term Net-Zero commitment by 2046.

Ensuring Energy Security during the West Asia Crisis

The West Asia conflict posed significant challenges to global energy supply chains, particularly for LPG, crude oil and LNG. In line with its commitment to national energy security, your Company responded proactively through a series of coordinated operational, supply-chain and commercial measures to ensure uninterrupted availability of essential fuels across the country.

To ensure LPG supplies, your Company maximised domestic production through refinery optimisation, enhanced throughput, deferment of planned shutdowns and diversion of feedstocks to LPG production. The Company also implemented a comprehensive contingency plan comprising diversification of import sources, strategic inventory management, creation of buffer stocks and close coordination with Government authorities and industry stakeholders. Temporary rationing measures for commercial and bulk LPG, along with revised booking intervals, ensured uninterrupted availability of LPG for domestic consumers.

To mitigate crude oil supply risks and elevated oil prices, the Company diversified its crude procurement portfolio by increasing imports from other geographies and optimised refinery operations to process the alternative crude grades, while maintaining planned refinery throughput and operational continuity. Further, your Company demonstrated exceptional agility in ensuring uninterrupted natural gas supplies by proactively sourcing spot LNG cargoes from diversified geographies, including the USA, Angola, Indonesia, Trinidad & Tobago, Nigeria and Oman. Despite logistical challenges arising from disruptions in the Strait of Hormuz, the Company maintained supply continuity to critical sectors such as fertilizers and City Gas Distribution (CGD). There has also been a renewed momentum towards accelerating the development of Piped Natural Gas (PNG) infrastructure to enhance long-term energy security by supporting the transition towards cleaner and more reliable energy.

Through these timely and decisive interventions, your Company successfully balanced household energy security, industrial requirements and supply-chain resilience, reinforcing its role as a dependable energy partner to the nation during the period of geopolitical uncertainty.

Performance Review

Financial

The summarised standalone performance and appropriations for 2025-26 vis-à-vis 2024-25 are given below:

Note: For ease of understanding, USD figures above are converted using average USD/INR rates.

During the year, your Company realised Income-tax refunds aggregating to 1,400 Crore, including interest of 198 Crore, and Indirect tax claims exceeding 430 Crore were successfully liquidated. The realisation of these substantial refunds reflects the Company's robust tax management and compliance framework, coupled with proactive engagement and effective liaisoning with the tax authorities, thereby strengthening liquidity and optimising working capital.

Further, the Company reduced its overall borrowings by ~ 23,000 Crore, supported by strong profitability, healthy internal cash generation, effective working capital management and prudent financial management. The reduction in borrowings reflects the Company's continued emphasis on disciplined capital allocation, cost optimisation and operational efficiency initiatives further strengthening the balance sheet and financial resilience.

Share Value

Note: Exchange Rate used

For 2025-26: Average Rate 1 US $ = 88.26; Closing Rate 1 US $ = 94.84 as on 31.03.2026 For 2024-25: Average Rate 1 US $ = 84.59; Closing Rate 1 US $ = 85.48 as on 31.03.2025

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

During the year, there was no change in the equity share capital of the Company. Further, the Company did not raise any fresh funds through issuance of Non-Convertible Debentures, bonds or any other long-term debt securities during the year. The Company redeemed Non-Convertible Debentures (NCDs) aggregating 4,915.20 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

During the year, the Company paid a first interim dividend of 5.00 per share and a second interim dividend of 2.00 per share.

In addition, the Board of the Company has recommended a final dividend of 1.25 per share for the year, thereby taking the total dividend for the year to 8.25 per share with a total pay-out of 11,361.54 Crore equivalent to 30.87% of the PAT.

This is the 59 th consecutive year of dividend declaration by your Company with cumulative pay-out of 1,22,654.54 Crore (including the proposed final dividend for the year 2025-26).

Contribution to Exchequer

The Company is one of the largest contributors to the Government Exchequer in the form of duties, taxes, and dividend. During the year 2,60,151 Crore was paid to the exchequer as against 2,32,299 Crore paid in the previous year. An amount of 1,33,066 Crore was paid to the Central Exchequer and 1,27,085 Crore to the States Exchequer compared to 1,10,313 Crore and 1,21,986 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:

Operational Performance

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

(in MMT)

Refineries

The Refineries of the Company demonstrated resilience and operational discipline during 2025-26 despite challenges arising from energy transition imperatives, market volatility and increasing sustainability expectations. The year was marked by strong physical performance, efficiency improvements and commissioning of strategically important projects.

During the year, the Refineries processed 75.45 MMT of crude oil, achieving capacity utilisation of 107.4% of the design capacity, representing the highest-ever crude throughput, as against 71.56 MMT during 2024-25. Six refineries, namely Guwahati, Bongaigaon, Haldia, Mathura, Panipat and Paradip, recorded their highest-ever crude throughput during the year. Consolidated crude oil processing including refinery of Chennai Petroleum Corporation Ltd. (a subsidiary), was 87.16 MMT. Operational availability across refineries remained robust at 99.5% as against 98.1% achieved in 2024-25.

On the efficiency front also, the Refineries achieved best-ever performance in key indicators. The Energy Intensity Index (EII) improved significantly to 90.1, surpassing the previous best of 96.0 in 2023-24, and the best ever MBN of 65.7 was recorded, as against the previous best of 68.0 in 2022-23. The Fuel & Loss at 8.46%, represents the best performance in the BS-VI fuel grade scenario.

The petrochemical operations registered highest-ever production of 3.40 MMT, registering a healthy growth of nearly 6%. Strong operational performance was recorded across key products, with high on-stream factors and product quality indices at Paradip, Panipat and other complexes. Several new polymer grades and specialty petrochemical products were introduced during the year, supporting the Government's Atmanirbhar Bharat initiative and reducing import dependence.

During the year, the Acrylics and Oxo-Alcohol project comprising of 150 KTA Butyl Acrylate and 2.6 KTA Iso-Butanol facility at Gujarat Refinery was commissioned, marking entry into high-value petrochemicals and strengthening downstream integration. The project would enable indigenous production of acrylic acid, butyl acrylate and Normal Butanol, contributing to import substitution and value addition. Post-commissioning, imports of Butyl Acrylate declined by 23%, reinforcing domestic supply security. Several other major revamp and augmentation projects across refineries, including hydrogen unit, sulphur recovery unit, coker LPG Merox, revamped effluent treatment facilities and tankage expansion, progressed substantially during the year.

In a landmark milestone for India's clean energy transition, Panipat Refinery has become the first in the country to receive the prestigious ISCC CORSIA Certification for Sustainable Aviation Fuel (SAF) production. The certification, a prerequisite for commercial SAF production, marks a major step forward in strengthening India's capabilities in the production, certification and distribution of SAF.

During the year, the construction of India's first large-scale 10 KTPA Green Hydrogen Plant at Panipat Refinery & Petrochemical Complex was commenced after issuance of LOA on 26 th June 2025 to L&T Energy Green Tech Ltd. on Build Own Operate (BOO) basis, with a long-term supply arrangement of 25 years, supporting the Company's Net-Zero roadmap and the Government of India's National Green Hydrogen Mission.

In line with the diversification strategy, the crude basket was further expanded with Seven new crude grades, taking the total portfolio to 275 crude grades sourced from 48 countries, enhancing supply flexibility and resilience. Refineries successfully processed new and diversified crude streams from multiple geographies, thereby reducing dependence on traditional sources.

Pipelines

The Pipelines continue to serve as a critical component of the Company's integrated operations, providing a secure, reliable and cost effective mode for transportation of crude oil, petroleum products and natural gas. The extensive pan India pipeline network supports seamless integration between the refineries and marketing locations, thereby contributing significantly to the Company's operational efficiency, supply assurance and energy security objectives.

During 2025-26, the Company efficiently managed its pipeline infrastructure spanning 20,009 km as on 31 st March 2026, comprising over 5,300 km of crude oil pipelines, over 13,300 km of multi product pipelines, and over 1,300 km of natural gas pipelines. The Company's pipeline network accounts for 52.8% of India's crude oil and refined petroleum product pipeline network (excluding natural gas) by length.

Reflecting seamless operational performance, the liquid pipelines (crude and product) of the Company recorded the highest ever annual throughput of 102.52 MMT registering a growth of 5.8%. While the crude oil pipelines registered a throughput of 53.32 MMT, reflecting an increase of 4.0%, the product pipelines achieved an all time high throughput of 49.20 MMT, registering a growth of 7.8% over the previous year. Further, natural gas pipelines delivered one of its best performances transporting 3,991 MMSCM of gas during the year. The improved throughput performance was supported by enhanced operational planning, system reliability, strategic deployment of drag reducing agents, and sustained focus on energy efficiency.

Several operational milestones were achieved during the year, including 6500 th tanker berthing at crude oil Single Point Mooring (SPM) facilities at Vadinar and 2000 th tanker berthing at Paradip, commissioning of additional pumping and storage infrastructure under capacity augmentation projects, and deployment of advanced integrity management practices. These initiatives collectively strengthened the resilience and operational readiness of the pipeline system.

The Company's long-term growth through increased pipeline-based transportation efficiency and revenue opportunities has been further supported by its Joint Venture Companies viz. IHB Ltd., Kochi Salem Pipelines Pvt. Ltd. and Indradhanush Gas Grid Ltd. (IGGL). While IHB Ltd. is in advanced stages of completion of the approx. 2800 km long Kandla-Gorakhpur LPG Pipeline, IGGL achieved a key milestone by commissioning the 392 km Guwahati - Numaligarh pipeline section of the over 1600 km long North-East Gas Grid (NEGG) project.

Marketing

During 2025-26, the Company maintained its leadership position in the downstream petroleum sector, achieving a total domestic petroleum sales volume of 88.97 MMT (excluding Gas), the highest ever achieved by the Company with an overall market share of 41.8% (excluding own use) as compared to 84.96 MMT during 2024-25. The performance was supported by disciplined marketing strategies, supply chain resilience, digital enablement and customer-centric initiatives.

The Retail Outlet (RO) network, which is the most important customer facing network of the Company, expanded further with the commissioning of 2,635 ROs, taking the total number to 42,818 as on 31 st March 2026, the largest in the country, thereby strengthening the market reach . The Company continued selective RO commissioning with priority on high throughput highways and urban & semi urban consumption clusters. Significant progress was also achieved in Way Side Amenities (WSA) with 19 new sites commissioned during the year, taking the total number to 87 sites commanding presence of 51.5% of the total 169 WSA's. Under the "Apna Ghar" initiative, 240 ROs were added during the year, expanding the network to 378 locations, enhancing amenities for highway users.

In alignment with the Company's clean energy transition goal, the alternative fuels and electric mobility ecosystem witnessed further expansion. During the year, as against the Govt. MoU target of 500, a total of 607 EV Charging Stations (eVCS)/ Battery Swapping Stations (BSS) were commissioned (351 eVCS & 22 BSS at ROs and 234 BSS at other third-party sites) taking the cumulative network of eVCS and battery swapping facilities to 15,040 as on 31 st March 2026. To further strengthen the Company's position in India's electric mobility ecosystem, Indofast Swap Energy Pvt. Ltd. (ISEPL), a 50:50 joint venture between IndianOil and EPIC Mobility Technologies Pte Ltd., Singapore, expanded its battery-swapping network to 1,649 quick interchange stations till March 2026. During 2025-26, it installed over 700 quick interchange stations and onboarded 62,250 vehicles. The CNG network was further expanded during the year with the commissioning of 204 new stations, taking the total network to 2,641 stations. The Company recorded robust growth of 49.16% in Compressed Biogas (CBG) sales, with volume of 18.107 TMT, reinforcing its commitment to promoting sustainable fuels.

Under the Ethanol Blended Motor Spirit (EBMS) programme, the Company achieved an ethanol blending level of 19.91% during 2025-26, progressing steadily towards the national target. The sale of E20 fuel was extended across the entire country, including remote regions such as Andaman & Nicobar Islands, reinforcing the Company's leadership in green fuel implementation.

The LPG business continued its strong performance, with total LPG sales of 15.85 MMT, registering growth of 6.7% over the previous year with domestic market share of 46.09%. Focused safety and digital interventions resulted in a significant reduction in accidents during transportation as well as at customer premises. The LPG business also recorded growth in bulk and differentiated products, supported by logistics rationalisation and enhanced infrastructure. Given the evolving dynamics of the global LPG market, the procurement strategies are continuously reviewed by the Company to reduce dependence on specific geographies. During 2025-26, 44.2% of LPG supply in spot purchase was sourced from other than the Gulf countries to enhance supply security and flexibility in sourcing.

The Aviation Fuel business continued to maintain a dominant position with a domestic market share of 53.7% and domestic sales of 4.91 MMT out of industry volume of 9.15 MMT. Two new Aviation Fuel Stations were commissioned during the year, taking the total number of stations to 130. MoUs were executed with Air India & Akasa Air for collaboration on Sustainable Aviation Fuel (SAF) adoption in India to promote sustainability. The Company not only provided strategic operational support to the Indian Air Force during 'Operation Sindoor', it also provided uninterrupted support to defence forces & disaster relief operations during natural calamities in Himachal Pradesh & Uttarakhand, reflecting the "Nation First" ethos.

Your Company reinforced its leadership in Bitumen by achieving its highest-ever sales of 3.3 MMT, registering 9.2% year-on-year growth and a 54.7% industry market share. IndianOil Total Pvt. Ltd. (ITPL), a Joint Venture with TotalEnergies Marketing Services S.A.S., recorded sales of 158 TMT registering a growth of 21.5%. ITPL ranks as India's second-largest organised specialty bitumen player, marketing products such as CRMB, PMB, Emulsions, and Mastic Asphalt.

The Marine business also recorded a landmark performance, registering its highest annual bunker fuel sales of 2.24 MMT, reflecting a growth of 12.6% over the previous financial year. Further strengthening its presence in the marine fuels segment, the Company successfully imported its first parcel of Very Low Sulphur Fuel Oil (VLSFO) during the year, marking a significant milestone in the expansion of its marine fuels and bunkering business.

SERVO , the Company's flagship lubricant brand and a market leader in India, continued its strong growth trajectory during 2025-26, delivering robust sales performance and strengthening market leadership. Total domestic lubricants sales of 899 TMT was achieved registering a robust 17.8% YoY growth, with market share of 44.9%. Automotive lubricants sales rose to 286 TMT, registering a 27% growth. The Company secured 41 new OEM approvals thereby providing long-term demand visibility, and the customer engagement was deepened through the 'Servo Dost' loyalty programme. During the year, your Company commissioned one of the world's largest Integrated Lube blending complex at Manali Tamil Nadu apart from undertaking strategic initiatives such as commencement of Group III/III+ base oil production, and advancement of in-house additive production capabilities.

Petrochemicals Business

In line with its long-term strategy of strengthening the hydrocarbon value chain and enhancing value addition, your Company continued to scale up its petrochemicals business as a key growth engine, leveraging deep integration with refinery operations to optimise margins and improve supply chain efficiencies.

Duringtheyear,petrochemicalsalesof3.40MMT,includingexports was achieved, the highest ever by the Company. The Aromatics & Chemicals business recorded its best-ever performance with sales of 1.40 MMT, representing a growth of 22% over the previous year. The Polymer business further strengthened its position among major OEMs and large industrial customers across sectors such as automotive, battery containers and appliances. Operational excellence was reflected in record sales of Butadiene and Linear Alkyl Benzene registering nearly 10% growth while Purified Terephthalic Acid sales grew at a staggering 51.5%. In addition, the Polymer Recyclates brand CYCLOPLAST recorded its highest-ever annual sales of 516 MT in 2025-26.

Exports continued to register robust growth increasing by 26% year-on-year to 102 KT, with expansion into new markets such as Ethiopia and Bahrain, taking the Company's petrochemical export footprint to 79 countries. During the year, the Polymer business secured 13 new OEM approvals and successfully launched two advanced polypropylene grades, PP Homo 1070FG catering to high-end packaging and PP ICP 3400MN catering to industrial applications and home appliances.

In March 2026, global supply disruptions and diversion of propane for enhanced LPG production impacted polypropylene availability. These challenges were effectively managed through calibrated operational planning and prioritisation of supplies to strategic segments.

Natural Gas Business

The Company continued to scale up Natural Gas sourcing, trading and downstream marketing. The Natural Gas business continued with its record-breaking performance handling a total volume of 9.01 MMT (including captive refinery consumption) and meeting 1/6 th of country's gas demand. RLNG, LNG & CNG sales during 2025-26 registered a 4.6% year-on-year increase even as the country's natural gas consumption declined by 3.9% during the year.

The Company further strengthened its market presence in LNG by road with highest ever volumes of 210 TMT, reflecting a growth of 13.4% year-on-year.

The Company strengthened its gas sourcing capabilities through strategic collaborations and agreements with leading global energy suppliers enhancing Energy Security. During the year, your Company strengthened its long-term LNG portfolio with the commencement of receipt of LNG cargoes under the long-term agreements with ADNOC and TotalEnergies ensuring a reliable and stable LNG supply to meet future demand. Further diversifying its pricing exposure, the Company executed and operationalised its first Henry Hub-linked mid-term LNG contract. Your Company has been actively procuring spot/ short-term LNG cargoes from a diverse pool of international LNG suppliers including producers, traders and portfolio players. Further, the Company has recently onboarded new LNG suppliers for spot/ short-term LNG procurement.

A significant milestone was achieved in November 2025 with India's first LNG export to Nepal. Your Company has also been entrusted by the Govt. of India for developing LNG infrastructure in the Andaman & Nicobar Islands.

City Gas Distribution (CGD)

The CGD business continued to be a key growth driver, with the Company alongwith its two joint ventures (IndianOil Adani Gas Pvt. Ltd. and Green Gas Ltd.), now present in 49 geographical areas (GA) across India which are all operational. During 2025-26, the Company, together with its JVCs, increased natural gas sales by nearly 40% to around 707 TMT, while further expanding CGD infrastructure through the addition of 78 CNG stations, 53,122 domestic PNG connections, 681 km of pipeline network.

On a standalone basis in 26 GAs exclusively with the Company, CGD segment sales increased by over 72% to 190 TMT wherein CNG registered a growth of 58% at an average sale of 510 tonnes per day. The CGD business crossed an annual revenue of 1,500 Crore with positive cashflow. The Company expanded its CGD infrastructure during the year with the installation of 441 CNG stations, 2,10,409 domestic PNG connections and over 9,800 km of pipeline network.

IndianOil also continued to support the Government's Compressed Biogas (CBG) blending programme, achieving 1% CBG commingling target during 2025-26 and is on track to meet the enhanced 3% target for 2026-27.

Exploration & Production (E&P) Business

Your Company's E&P business continues to gain momentum, supported by a growing production base, improved asset quality, and disciplined capital allocation, aligned with its strategic objective of strengthening upstream integration and enhancing long-term energy security. As of 31 st March 2026, the upstream portfolio comprised 14 domestic and 10 overseas assets, spanning various stages of the asset lifecycle: 11 under production, 4 under development, 2 with discoveries, 1 under appraisal, and 6 in the exploration phase.

During the year, your Company's share of production increased to 4.49 MMToe, compared to 4.45 MMToe in the previous year. The growth was supported by ramp-up in key overseas assets in the United States, Canada, and Russia, as well as commencement of production from domestic assets. Cumulative dividends till March 2026, earned from international assets exceeded US$ 1 billion.

During 2025-26, your Company achieved notable milestones across its E&P portfolio. The commercial gas production commenced in May 2025 from the NK CBM 2001/1 block in Jharkhand, where the Company holds a 20% non operating

Participating Interest (PI). In November 2025, first oil was produced from the Jyoti-1 well in Gujarat's CB-ONN-2005/9 block, marking the Company's first operated producing asset through its Wholly Owned Subsidiary, IndianOil Upstream Ventures Ltd. Internationally, two new oil discoveries, unconventional oil in Shilaif and conventional oil in Habshan formations, were confirmed in January 2026 in Abu Dhabi's Onshore Block

1. Further, the Production Sharing Agreement (PSA) of the Mukhaizna project in Oman was amended in July 2025, extending the contract tenure to 2050 and improving fiscal terms, thereby strengthening long term project viability. A discovery has been made from the re-entered 6 th well in Area 95-96 block in Libya, post Force Majeure of 11 years, representing the fifth success in 6 exploratory wells.

New Business Frontiers

Your Company continued to strengthen its regional and global presence through focused initiatives in exports, partnerships, and strategic infrastructure development, reinforcing its role as a reliable energy partner across neighbouring and emerging markets.

During the year, your Company strengthened its regional export presence in the neighborhood with export to Bangladesh, Myanmar and supplies of critical petroleum products to Lanka IOC PLC (a subsidiary in Sri Lanka) during the period of supply disruption, reaffirming the Company's ability to respond swiftly to regional energy requirements.

In Nepal, the Company continued to maintain its leadership position with export volumes of 2.66 MMT of petroleum products registeringagrowthof6.72%overthepreviousyear.YourCompany strengthened its downstream presence in Nepal through IOML Hulas Lube Pvt. Ltd., a Joint Venture of IndianOil (Mauritius) Ltd., (WoS of the Company) which completed the acquisition of a lube blending plant, supported by first-time exports of base oil for local manufacture of SERVO lubricants. Additionally, first-time exports of butane and LNG to Nepal marked diversification into cleaner energy offerings.

Regional cooperation was further enhanced under the GoI aid programme to Nepal for development of the Jhapa terminal, and execution of a Business-to-Business agreement with Bhutan under a Government-to-Government framework for long-term fuel supplies.

Explosives Business

During 2025-26, your Company continued to maintain its position as a significant player in India's bulk explosives and blast based services sector, operating through 13 plants and serving a diversified customer base across public and private mining entities. Bulk explosives sales stood at 320 TMT, broadly in line with the previous year, demonstrating resilience despite supply chain and logistics disruptions toward the end of the year due to geopolitical developments in West Asia. Looking ahead, the Company is in the process of commissioning a new bulk explosives plant with an initial capacity of 30 TMTPA at Singareni Collieries Company Ltd. in Telangana, which will be subsequently expanded to 50 TMTPA, and continues to explore opportunities with mine developer-cum-operators and other mining customers to support sustained growth.

Cryogenics Business

During 2025-26, the Company maintained its position as a leading domestic manufacturer of cryogenic equipment, leveraging over four decades of expertise in storage and transportation solutions for industrial gases and LNG. The Company recorded sales of over 32,000 cryocans, registering a growth of 26.7% over the previous year, including exports to Europe. The capabilities were expanded in high-capacity and specialised cryogenic equipment, alongside progress in the development of LNG fuel tanks, ISO tanks, liquid oxygen tanks and aviation refuelling systems, with the Company achieving its highest-ever production of 19 KL aviation refuellers. To support anticipated growth, particularly in LNG and liquid oxygen applications, the Company is in the advanced stages of commissioning an Integrated Cryogenics Plant at Dindori, Nashik, strengthening long-term manufacturing capacity.

Research and Development

Your Company's R&D Centre continued to serve as a cornerstone of innovation and self-reliance during 2025-26, delivering strong outcomes across intellectual property creation, technology deployment, and sustainability solutions. During the year, R&D Centre achieved a significant milestone by crossing 2,000+ intellectual properties, the highest among Oil PSUs in India, with 89 patents filed and 123 patents granted, strengthening the effective patent portfolio to 1,729 as on 31 st March 2026.

Total expenditure on R&D and innovation initiatives across the Company during the year was at 717.13 Crore (including Chennai Petroleum Corporation ltd., a subsidiary company), focused on high-impact, business-aligned research and deployment activities. Key achievements spanned refining and catalyst technologies, engineering revamps, Digital twin, process optimisation, petrochemicals, pipelines, nanotechnology and circular economy solutions, resulting in enhanced refinery performance, improved energy efficiency, reduced emissions and import substitution. Indigenous catalysts, lubricant additives, drag reducing agents, polymer catalysts and sustainable fuel technologies witnessed scaled deployment across refineries and pipelines, while novel nanocoating, bio-solutions and waste-to-fuel technologies reinforced environmental stewardship.

The R&D Centre also advanced India's clean energy transition through leadership in hydrogen mobility, sustainable aviation fuel, biomass-based hydrogen production and plastic-to-fuel technologies, alongside strong support to lubricants, fuels and OEM approvals. The R&D Centre has successfully developed and commercially demonstrated India's first enzyme-assisted low-energy capture technology (eCO2Sorb) at a fertilizer CO 2 plant, achieving around 21% reduction in steam consumption and advancing the Company's Net-Zero 2046 aspirations. The R&D center has also developed and patented a novel biotechnology-based process for rapid stabilisation and quality enhancement of Fermented Organic Manure (FOM), improving nutrient availability and enabling production of premium-quality organic manure. These efforts generated measurable business value, including royalty and licensing income, national and international recognition, and reaffirmed the Company's position as a technology-driven, future-ready integrated energy company committed to innovation, sustainability and self-reliance.

Alternative Energy – Company's Green Energy Drive

Your Company continued to scale up its green energy portfolio through focused initiatives in renewable energy, biofuels and emerging low-carbon technologies. During the year, an additional 5.95 MW of solar PV capacity was commissioned, taking the total renewable portfolio to 258.06 MW (167.60 MW wind and 90.46 MW solar). The Company generated 371.40 GWh of clean energy, resulting in mitigation of approximately 273.35 TMT of CO 2 e emissions.

Your Company strengthened its renewable energy roadmap through its Wholly Owned Subsidiary, Terra Clean Ltd. (TeCL), as the pre-project activities for 1 GW renewable energy capacity are underway, with approvals secured for an additional 4.3 GW. As of 31 st March 2026, TeCL has secured 2.65 GW grid connectivity across central and state transmission networks, with land aggregation activities under progress in Madhya Pradesh, Gujarat and Uttar Pradesh along with other project execution activities. TeCL also achieved an 'AA' credit rating from CARE.

During the year, 467 retail outlets were solarised, taking the total outlets equipped with solar installations to 36,341, aggregating the cumulative installed solar capacity at retail outlets to 180 MW. Strategic partnerships with major Power Corporations as well as State Governments are also being explored to accelerate renewable energy growth. IndianOil NTPC Green Energy Pvt. Ltd., your Company's joint venture with NTPC Green Energy Ltd., is on course to commission 50 MW RE capacity this year to meet the round-the-clock power requirements for refinery expansion projects.

Under the Govt. of India's SATAT initiative, your Company maintained leadership in Compressed Biogas (CBG), with 559 active Letters of Intent (LoIs) as of 31.03.2026. This has facilitated establishment of total 49 plants under the SATAT Scheme which includes 5 new CBG plants of private entrepreneurs commissioned during the year.

YourCompany,alongwithitsjointventureviz.IOCGPSRenewables Pvt. Ltd., has made substantial progress in 9 CBG projects in the states of Haryana, Uttar Pradesh, Andhra Pradesh, & Chhattisgarh, alongside initiatives in municipal solid waste-based CBG and partnerships for organic manure marketing. The Company has also engaged with the Nagar Nigam Gorakhpur to develop a 200 TPD capacity Segregated Organic Municipal Solid Waste based CBG plant. The existing 5 CBG plants of the Company and its JVC's produced 3 KTPA CBG.

As part of energy transition in Sustainable Aviation Fuel (SAF) segment, IndianOil has joined hands with M11 Energy Transitions Pvt. Ltd. to explore potential collaboration opportunities in setting up Hydro-processed Esters and Fatty Acids (HEFA) based SAF projects. Further, in line with its commitment to future fuels, the Company is working with NTPC Green Ltd. to explore opportunities for production of green hydrogen and green ammonia.

Sustainable Development

Sustainable development remains integral to your Company's strategy, with a focus on integrating environmental, social, and economic considerations into operations to create long-term value while minimising adverse impacts.

Your Company continues to strengthen its resource efficiency and circularity initiatives. The Company is reducing its freshwater intake, with ongoing measures such as treated wastewater utilisation, rainwater harvesting, and sewage treatment plants. Recycling efforts resulted in recycling of more than 90% generated wastewater. Your Company is reducing intake of freshwater by utilising treated wastewater, including supply to Mathura Refinery from an 8 MLD STP and Gujarat Refinery from a 20 MLD STP, with plans to extend similar arrangements to Haldia Refinery through a 3 MLD STP by 2027–28.

In the circular economy domain, your Company continues to promote sustainable material usage through its 'CYCLOPLAST' brand. Your Company also remains committed to responsible waste management through initiatives focused on waste minimisation, segregation, recycling, resource recovery and scientific disposal practices across its operations. Your Company has empanelled qualified parties to undertake Water Neutrality and Zero Waste to Landfill (ZWTL) assessments across its operational locations. Your Company has also achieved GreenCo and Green Building certification for more than 400 locations.

On ESG front, your Company retained the top rank among IndianOil & Gas companies in the Dow Jones Sustainability Indices (DJSI) 2025. The Business Responsibility and Sustainability Report (BRSR) for 2025-26, aligned with SEBI requirements and national guidelines, has been reasonably assured by Bureau Veritas (India) Pvt. Ltd. and is hosted on the Company's website. Your Company also publishes its Sustainability Report aligned with global frameworks, providing comprehensive insights into its environmental and social performance. Your Company also undertook a Stakeholder Engagement Exercise (SEE) 2025 in alignment with the GRI framework, adopting a double materiality approach.

Net-Zero initiatives

Your Company remains committed to achieving net-zero operational emissions by 2046, with an estimated investment requirement of 2.5 Lakh Crore toward the transition. As an environmentally conscious organisation, your Company systematically measures, manages and reports its emissions. The Company's Scope 1 & 2 emissions for 2025-26 amount to 22.06 MMTCO2e. Your Company is implementing a multi-pronged decarbonisation strategy, focused on green hydrogen, compressed biogas (CBG), renewable energy, energy efficiency improvement & fuel substitution, tree plantation, and carbon capture, utilisation & storage.

Renewable energy expansion forms a significant component of the Company's decarbonisation strategy. The Company continues to promote energy efficiency and fuel substitution, which resulted in savings of over 4 Lakh Standard Refinery Fuel Equivalent Tonnes (SRFT) during the year. Nature-based solutions remain an integral part of the strategy, with plantation of ~16 Lakh trees during 2025-26. The Green Credit Programme proposes eco-restoration and tree plantation on degraded forest land across 21 plantation blocks covering 1,077 hectares spread across four states, and a sum of 56 Crore has already been released for this.

Additionally, the Company's Mangroves 2.0 initiative aims to plant 30 Lakh mangroves across 151 hectares in Purba Medinipur district, West Bengal.

Projects

Your Company continued with its infrastructure expansion during 2025-26 with capital expenditure 32,405 Crore (including equity investments of 663 Crore), which underscores the ongoing commitment to nation-building and the transformation of India's energy landscape. The capital expenditure, which has grown nearly 2.2 times over the past decade, remains pivotal in strengthening the country's energy infrastructure, particularly during periods of global volatility.

Currently, over 170 projects, each with capex exceeding 5 Crore, are in various stages of execution, with a cumulative capex of over 2.5 Lakh Crore, undertaken both on stand-alone basis as well as through Joint Ventures and Subsidiaries. These capex would be financed through a prudent mix of internal accruals and borrowings.

The Company's project portfolio is anchored on three strategic pillars: Strengthening Core Businesses, Accelerating Green & Clean Energy, and Embracing Future-Ready Diversification.

1. Strengthening the Core

Focused investments in refining, petrochemicals, pipelines, marketing infrastructure, and upstream integration continue to reinforce the Company's leadership. Major expansion projects namely, Panipat, Gujarat, and Barauni refineries, as well as the PX-PTA complex at Paradip are progressing well, backed by modern technologies that would drive efficiency and enable import substitution. The pipeline network is being augmented with over 1,600 km of new capacity, to bolster both domestic and cross-border energy connectivity. Simultaneously, the retail and LPG network is also being modernised through greenfield and brownfield projects, supporting clean cooking access and last-mile delivery across rural and remote India.

In the upstream domain, the Company has expanded its portfolio across domestic and overseas exploration blocks, aiming to increase upstream integration by over 10% by 2031.

2. Green & Clean Energy

In line with India's net-zero ambitions, your Company is rapidly expanding its clean energy footprint. Natural Gas and LNG infrastructure is being strengthened, with network growth in 49 Geographical Areas (26 on Standalone basis & 23 through JVs) across 22 States and Union Territories (covering 114 districts). Ethanol blending has seen a substantial boost with nationwide E20 availability, and development of 30 additional Compressed Biogas plants. The Company is poised to become India's first commercial producer of Sustainable Aviation Fuel, underscoring its focus on innovative low-carbon solutions.

The green hydrogen initiative of the Company is anchored by a 10 KTPA plant at Panipat, aligned with the National Green Hydrogen Mission. Investments in renewable energy, led by the Wholly owned Subsidiary, Terra Clean Ltd., are progressing towards a significant portfolio by 2030. The Company has also established itself as a leader in electric mobility with over 14,300 EV charging stations and a growing presence in battery swapping.

3. Future-Ready Diversification

Guided by a long-term vision of growth, resilience, and energy transition, the Company is strategically diversifying into emerging business areas such as Data Centres & Sovereign Cloud, Battery Manufacturing, Maritime Logistics, Fertilisers, and Energy Trading. In parallel, the Company is evaluating opportunities in Critical Minerals and Clean Technologies of the future, thereby strengthening India's energy security and laying the foundation for sustainable growth in the years ahead.

Your Company remains firmly committed to achieving Net-Zero operational emissions (Scope 1 & 2) by 2046, well ahead of the Nation's 100 years of independence. Through these targeted investments and strategic diversification, the Company is transitioning from a traditional fuel supplier to a holistic energy solutions provider, propelling India's progress towards a sustainable future.

Pursuant to a Govt. MOU compliance parameter for 2025-26, the Company has submitted a surplus non-core asset (land & building) monetisation plan to the DPE, through the MoP&NG.

In addition to executing own large-scale energy infrastructure projects, your Company continued to leverage its engineering, project management and consultancy expertise by undertaking strategic EPCM/ PMC assignments for external entities in the oil & gas sectors as given below:

- Jhapa Terminal Project in Nepal for Nepal Oil Corporation under G2G initiative

- Spur-line on Dabhol-Bengaluru Natural Gas Pipeline of GAIL

- Phase-III of the North-East Gas Grid

- Development of CBG plants for ONGC Green, Oil India and Petronet LNG

- Kochi - Salem LPG Pipeline

- Extension of Kandla - Gorakhpur LPG Pipeline from Jhansi to Bathinda

During 2025-26, your Company signed an MoU with SCI, BPCL and HPCL for formation of a joint venture to acquire, own and operate a fleet of Indian-flagged vessels, including LPG carriers, crude oil tankers and product tankers to strengthen India's energy transportation infrastructure, enhancing supply-chain resilience, and promoting the development of indigenous shipping capabilities through priority procurement from Indian shipyards.

Information Systems

During 2025-26, the Company took several initiatives for advancing digital transformation and data-driven operations across the Company. The PAN-India rollout of Vishleshan 2.0 enabled real-time analytics on retail sales, market share, and asset performance through an AI/ML-enabled microservices architecture. AI/ML solutions, including GenAI-based tender evaluation, video analytics, and RPA, were deployed to enhance operational efficiency.

The IndianOil ONE App has been comprehensively revamped to align with IndianOil's digital transformation roadmap, delivering a modern, seamless, and customer centric experience across Android and iOS through a single Flutter codebase. The new avatar features a contemporary UI/UX with simplified navigation, personalised dashboards, prominent promotions, dark mode, and multilingual support, enabling faster access to key services and improved discoverability.

To enhance cyber security posture of the digital ecosystem, Breach and Attack Simulation (BAS) solution was deployed across the Company. The cyber security technology continuously and safely simulates real world attack scenarios such as ransomware, Advance Persistent Threats (APTs), lateral movement, and data exfiltration to assess security posture of the Company and validates the effectiveness of existing security controls, detection mechanisms, and incident response processes by emulating both external and insider threat techniques in an automated manner.

In March 2026, conflict in West Asia disrupted LPG imports through the Strait of Hormuz, triggering panic bookings and severe pressure on systems and logistics. In coordination with the Government, OMCs, and technology partners, the Company implemented emergency policy, digital, and operational measures to ease congestion, stabilise supplies, and ensure uninterrupted nationwide LPG distribution.

Health, Safety & Environment (HS&E)

Your Company believes that 'Safety supersedes business objectives' and is thus committed to be a leader in Occupational Health, Safety and Environmental Protection by conducting its business with utmost emphasis on environment protection and ecological balance; safety of its people, processes, assets, and operations; occupational health of its people and value-addition for its stakeholders.

A robust Safety Management System, aligned with PNGRB regulations, OISD standards, and international certifications including ISO 45001, ISO 14001, ISO 14064 and ISO 50001, governs operations across refineries, pipeline installations, LPG facilities, and marketing locations. Compliance to safety protocols and environmental requirements is rigorously monitored at Unit, Divisional, and Corporate levels, with periodic reviews by the Board underscoring the strategic importance of HSE performance.

Upskilling of employees posted at operating locations was ensured through safety training programs conducted during the year. As against the target of 16,000 man-days for 'Safety training on occupational health and safety risks to human resources at all location/ plant/ units for existing and newly joined workforce (regular employees),' as prescribed by MoP&NG under the Government's MoU parameter for 2025-26, 29,115 man-days of safety training was successfully imparted.

During 2025–26, the Company undertook numerous HSE initiatives, including implementation of an HSE Dashboard for real-time monitoring, strengthened Process Safety Management practices, and capability-building programmes across divisions covering PSM, API RP-754, HIRA, electrical safety, hydrogen handling, internal audits, and DSO competency enhancement.

The Company advanced key environmental stewardship measures such as large-scale afforestation, sludge and catalyst management, rainwater and effluent control initiatives, and adoption of green technologies. The Company's HSE excellence was recognised through multiple national awards across refineries, pipelines, and terminals, reaffirming the Company's strong commitment to safety, sustainability, and operational resilience.

Human Resources

The total strength of employees as on 31 st March 2026, was 29,650 including 18,929 executives and 10,721 non-executives of which 2,640 were women employees. During the year, the Company recruited 875 executives and 273 non-executives.

Your Company has a comprehensive Leadership Development Plan in place to ensure systematic development of leadership talent and succession readiness. 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 / PwBD 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 have been 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. In line with the directions of the Ministry of Corporate Affairs, the Company has offered internship opportunities under the Prime Minister's Internship Scheme within the stipulated timelines, with the objective of providing hydrocarbon sector-specific skill development and industry exposure to interns.

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 strengthened its human resource management practices with a continued focus on talent development, digital transformation, employee welfare and future readiness. In line with evolving organisational needs and DPE guidelines, the Company introduced a new induction level (E0) for executives to broaden and diversify its talent pool by attracting applicants across the country. The Company enhanced leadership and capability building through structured interventions such as 'Nav Urja Nirman' programmes in renewable energy and biofuels, AI-driven innovation programmes for senior leaders, and initiatives like 'Daksh' and 'Sopaan' aimed at developing high-potential employees and first-time managers. Technology-driven initiatives were expanded to enhance employee experience, streamline operations, improve efficiency, and strengthen governance, transparency, and standardised HR service delivery.

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' appointments 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 20 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

The CSR initiatives undertaken by the Company during the year reflect its enduring commitment to care for communities and the environment. Guided by this CSR philosophy, the Company continues to positively impact lives across numerous rural and urban locations in India promoting inclusive development through focused interventions in areas such as safe drinking water, healthcare & sanitation, education & skill development, rural development, environmental sustainability, and empowerment of women and disadvantaged groups. 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 416.68 Crore, the Company spent a higher sum of 488.63 Crore to ensure continuity in the planned CSR activities including many flagship projects resulting in excess spend of 71.95 Crore, which would be set-off in the 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, 30 First Appellate Authorities (FAAs), 41 Central Public Information Officers (CPIOs) and 41 Assistant Public Information Officers (APIOs) across all Divisions.

Theinformationrequiredundersection4(1)(b)oftheRTIActhasbeen 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-of through electronic mode only.

During the year, 4,847 requests and 718 first appeals were disposed-of within the prescribed timeline. 93 second appeals were disposed-of by the Central Information Commission, New Delhi without any adverse finding against the Company.

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

Your Company complies with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, with a clear objective of providing protection to women against sexual harassment and ensuring timely prevention and redressal of complaints. Internal Committees have been constituted across all Units/ Regions/ Head Office, headed by senior-level women employees, in line with the requirements of the Act.

3 complaints of sexual harassment were pending as on 1 st April 2025. During 2025-26, 7 complaints were received, and 7 complaints were disposed of. As on 31 st March 2026, 3 complaints were pending of which 2 were pending for more than 90 days.

The Company continues to conduct regular awareness workshops for women employees to promote understanding of their rights and provisions under the Act. Gender sensitisation programmes for male employees are also organised periodically. Further, all newly recruited employees are sensitised about the provisions of the Act and the measures adopted by the Company to prevent such incidents.

Vigilance

The Vigilance function continues to operate with the objective of ensuring the highest standards of integrity, transparency and accountability across the Company. Acting as a vital link between the Company and the Central Vigilance Commission, the Vigilance Department advises the Company on all vigilance-related matters and adopts a balanced approach encompassing preventive, participative and punitive measures, with predominant emphasis on prevention and participation. These efforts contribute to strengthening internal control systems and minimising systemic and procedural vulnerabilities.

During 2025-26, sustained efforts were made to enhance awareness of ethical conduct and anti-corruption practices. 296 Vigilance Awareness programmes were conducted during the year, covering approximately 13,649 stakeholders. In addition, 26 specialised training programmes on preventive vigilance, procurement, orientation and allied areas were conducted for 115 vigilance functionaries.

During the year, 1,223 complaints were processed, of which 1,084 were disposed of, while the balance cases are under process. Further, 278 disciplinary cases relating to vigilance matters were disposed of, and appropriate action under applicable Conduct,

Discipline and Appeal Rules and Certified Standing Orders were taken w.r.t. instances of misconduct. Regular reviews by the Chief Vigilance Officer, structured engagement with the Board and senior management, timely reporting to statutory authorities, and increased adoption of digital platforms strengthened oversight, transparency and governance across the organisation.

Public Deposit Scheme

The Public Deposit Scheme of the Company was closed with effect from 31 st August 2009. The Company has not invited any deposits from the public during the year and no deposits were outstanding as on 31 st March 2026, except 55,000, which remains unpaid due to unsettled legal / court cases.

Corporate Governance

Your Company consistently strives to uphold the highest standards of corporate governance, ensuring practices that remain within its control and responsibility. A comprehensive Report on Corporate Governance, highlighting the Company's commitment to transparency, integrity, and accountability in all aspects of its operations, forms a separate section of the Annual Report. The certificate issued by the Practicing Company Secretary, confirming compliance with the prescribed Corporate Governance guidelines, is annexed to the Report on Corporate Governance.

Management's Discussion & Analysis Report

The Management's Discussion and Analysis (MDA) Report, prepared in accordance with the Corporate Governance guidelines, is provided as a separate section of the Annual Report. The Report provides a detailed overview of the Company's performance, industry trends, opportunities, challenges, and future outlook, thereby enabling stakeholders to make informed assessment of the Company's operations and strategic direction.

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 Master Circular, the BRSR Core KPI's have been reasonably assured by Bureau Veritas (India) Pvt. Ltd. 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 three members, all of whom were Independent Directors. Consequent upon end of tenure of the three Independent Directors on March 27, 2026,

109 the Audit Committee was discontinued w.e.f. March 28, 2026 due to non-availability of any Independent Director 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, and the Company is pursuing with the MoP&NG for appointment of new Independent Directors. The Committee would be reconstituted as and when Independent Directors are appointed.

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.

Risk Management

Risk Management continues to remain an integral part of the Company's strategic and operational decision-making framework and serves as a key pillar of its corporate governance structure. In an increasingly dynamic business environment characterised by geopolitical uncertainties, energy market volatility, supply chain disruptions, cyber threats, regulatory changes, and climate-related risks, the Company continues to strengthen its risk management capabilities to ensure business resilience, operational continuity, and sustainable long-term value creation.

The Company has established a robust Enterprise Risk Management (ERM) framework encompassing identification, assessment, analysis, mitigation, monitoring, and reporting of strategic, operational, financial, legal, compliance, technological, environmental, and reputational risks. The framework is supported by an internally developed ERM portal enabling enterprise-wide risk tracking, mitigation monitoring, and informed decision-making while fostering a proactive risk management culture across the organisation.

During the year, the Company proactively managed key risks relating to crude sourcing, supply chain continuity, foreign exchange exposure, refining margins, operational safety, cybersecurity, and regulatory compliance through its diversified sourcing strategy, robust infrastructure network, and continuous monitoring mechanisms.

The Company has constituted a Risk Management Committee (RMC) of the Board to oversee risk management activities. However, due to non-availability of any Independent Director on the Board, the RMC has been discontinued w.e.f. March 28, 2026.

The Company also has a Risk Management Compliance Board (RMCB), which comprises of Senior Management Personnel and is headed by the Chief Risk Officer. RMCB periodically reviews the Company's risk profile and mitigation measures. Changes in the Risk Register, as proposed by the RMCB, are incorporated after approval of the RMC, and periodic updates are placed before the Audit Committee and the Board. The details of the Risk Management Committee meetings are provided in the Corporate Governance Report.

Internal Financial Controls

Internal Financial Controls (IFC) continue to serve as a critical pillar in strengthening financial prudence, enhancing operational efficiency, thereby "propelling cost optimisation", which remains one of the key aspirations of the Company under the SPRINT initiative. The Company has established robust internal financial control systems commensurate with the size, scale, and complexity of its operations to ensure efficient conduct of business in adherence with established policies and procedures, safeguarding of assets, prevention and detection of fraud & errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.

The Company continuously strengthens its control environment through process standardisation, digitalisation, automation, continuous monitoring mechanisms, and risk-based financial oversight across its business operations. The internal financial control framework facilitates improved resource utilisation, enhanced transparency, stronger accountability, optimisation of operating costs, and informed decision-making while supporting sustainable business growth and operational excellence.

The Company has a dedicated Internal Audit Department headed by an Executive Director, who reports to the Chairman. The Department comprises officials from finance as well as technical functions and carries out extensive risk-based audits across various business units throughout the year. In addition, the Statutory Auditors are required to issue an Independent Auditor's Report on the adequacy and operating effectiveness of internal financial controls over financial reporting under Clause (i) of SubSection 3 of Section 143 of the Companies Act, 2013. The said reports form part of the Standalone and Consolidated Financial Statements of the Company.

The Board believes that the internal financial control systems and processes currently in place provide reasonable assurance regarding the effectiveness of controls and that the same are operating efficiently and as intended.

Statutory Auditors

The Office of the Comptroller & Auditor General of India had appointed the Statutory Auditors for the financial year 2025-26. 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 2025-26.

The Auditors' remuneration for the year was fixed at 3.12 Crore and 1.80 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 2025-26 was 6.14 Crore.

Reporting of suspected instances of Fraud by Auditors

During the year, 7 instances of suspected fraud by employees of the Company were reported. The instances were investigated and necessary action against those involved was initiated.

In line with the provisions of the Companies Act, 2013 and rules notified thereunder, the details of 3 instances wherein the suspected fraud amount is less than 1 Crore are given below:

1) Pilferage of POL products through Tank Trucks (TT) amounting to 19.04 Lakh by an employee in connivance with the TT crew and a haulage worker at Panipat Marketing Complex.

2) Fraudulent transactions of 39.17 Lakh through splitting of vendor bills by some employees to bypass approval process at North Guwahati Bottling Plant.

3) Fraudulent payments amounting to 39.60 Lakh to vendors/ contractors by some employees by circumventing the extant procedure at Chittoor Terminal.

Further, the following 4 instances wherein the suspected fraud amount is above 1 Crore, the Statutory Auditors have reported the instances to the Ministry of Corporate Affairs:

1) Pilferage of POL products amounting to 1.37

Crore by some employees in connivance with some transporter at Kandla FST.

2) Pilferage of POL products amounting to 1.41 Crore by some employees through the manipulation of dip measurements at the Pathankot AFS.

3) Fraudulent payment of 1.53 Crore to the vendors by an employee by circumventing the extant procedure at Gujarat Refinery.

4) Fraudulent payment amounting to 6.00 Crore to contractors for engineering work by an employee under Karnataka 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, 2026, 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 20 th consecutive year that your Company has received NIL comment on its Financial Statements.

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, 2026, there are twenty-two pending audit paras on varioussubjectsincludingShortrealisationfromDisposalofaland, 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, Idle investment in plant, Infructuous expenditure due to financing in an inoperative pipeline and Employee benefits like EPF contribution on leave encashment, Encashment of earned leave and sick leave, Stagnation relief, Performance related pay, Shift 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 2025-26. A remuneration of 24.50 Lakh and applicable taxes was fixed by the Board for payment to the cost auditors for 2025-26, 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 members of the Company at the AGM held on 30 th August 2025 approved the appointment of M/s Dholakia & Associates LLP, Practicing Company Secretaries, as the Secretarial Auditor of the Company for a term of Five (5) consecutive financial years, commencing from financial year 2025-26 upto financial year 2029-30. The Secretarial Auditor in its report has stated that during the year 2025-26, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc., except as under:

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

- Composition of the Board of Directors with regard to at least 50% Independent Directors during the year. - having at least one Woman Independent Director on the Board during the year.

- Discontinuation of all Statutory Board Committees due to non-availability of Independent Directors w.e.f. 28 th March 2026.

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 5 th June, 2015, has provided exemption to Government Companies, about 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 31 st March 2026, 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 from time to time, the Company is required to procure minimum 25% of the total procurement of Goods and Services from MSEs, out of which 4% is earmarked for procurement from MSEs owned by SC / ST entrepreneurs and 3% from MSEs owned by women.

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

The total procurement during the year was 16,545 Crore from 26,387 MSE vendors vide 1,95,305 number of invoices.

Several initiatives were undertaken during the year to identify the entrepreneurs for procurement of goods and services from MSEs owned by SC/ST and women enterprises, including 115 vendor development programmes.

To facilitate discounting of Invoices by MSE vendors, the Company has onboarded on all the following operational Trade Receivable Discounting system (TReDs) platforms:

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

Procurement from Government e-Marketplace (GeM)

Your Company has consistently been at the forefront of adopting the Government e Marketplace (GeM) platform, demonstrating a sustained commitment to leveraging digital solutions that enhance transparency, efficiency, and accountability in public procurement.

As the designated Nodal PSU for the Oil & Gas sector, your Company plays a pivotal role in collaborating with GeM authorities to develop and onboard sector specific features. This ensures that the unique procurement requirements of Oil & Gas PSUs are effectively addressed, strengthening the sector's integration with the national digital procurement ecosystem.

In 2025-26, the procurement through GeM platform was

14,243 Crore (excluding works and hydrocarbon procurement), representing 56.49% of the Company's total procurement of goods and services during the year. This achievement positioned the Company as the PSU with highest procurement on the GeM platform in the Oil & Gas sector. It reaffirms the Company's leadership in advancing the Government of India's digital procurement initiatives and underscores its unwavering commitment to transparent, efficient, and technology enabled procurement practices that drive accountability and operational excellence.

Subsidiaries, Joint Ventures & Associates

The Company has 11 subsidiaries and 30 joint venture/ associate companies. Brief details of their business operations are provided in this Integrated Annual Report. In compliance with the provisions of the Companies Act, a statement on the performance and financial position of each subsidiary, joint venture, and associate company is annexed to the Consolidated Financial Statements. The financial statements of the subsidiaries are also available on the Company's website, www.iocl.com, under the Financial Performance section.

Further, in line with SEBI guidelines, the Company has formulated a policy for determining material subsidiaries. This policy is accessible on the Company's website at https://www.iocl.com/ download/Material_Subsidiary_Policy_02012026.pdf.

Related Party Transactions (RPTs)

In line with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirement), Regulations, 2015 (SEBI (LODR)), as amended from time to time, the Company has framed a policy on material related party transactions (RPTs), which is available on the website of the Company at https://www.iocl.com/download/RPT_Policy.pdf.

During the year, the Company entered into transactions with related parties that were considered material in accordance with its policy on materiality of RPTs. These transactions were duly approved by the Audit Committee and the members, in compliance with the provisions of SEBI (LODR).

Disclosures relating to RPTs, in accordance with applicable accounting standards, are provided in Note 37 of the Standalone Financial Statements. Further, details of contracts or arrangements with related parties that were not on an arm's length basis, as referred to under Section 188(1) of the Companies Act, 2013, are furnished in the prescribed Form AOC 2 and attached as Annexure - IV to this Report.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

Your Company remains deeply committed to energy conservation across all operations. The performance of each unit is closely monitored on a continuous basis, with emphasis on driving improvements through the adoption of advanced technologies and alignment with global best practices. During the year, a series of energy efficiency initiatives were implemented across the Company's refineries, resulting in substantial energy savings and corresponding financial benefits.

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

Board of Directors & Key Managerial Personnel

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

1. Shri Saumitra P. Srivastava was appointed as Director (Marketing) w.e.f. October 03, 2025.

2. Shri Prasenjit Biswas, Shri Krishnan Sadagopan and Dr. Dattatreya Rao Sirpurker, ceased to be Independent Directors w.e.f. March 28, 2026 consequent upon completion of their tenure.

3. Dr. Alok Sharma, Director (Research & Development), ceased to be a Director w.e.f. April 1, 2026 consequent upon his superannuation.

4. Ms. Esha Srivastava, Joint Secretary (International Cooperation), MoP&NG ceased to be Government Nominee Director w.e.f. April 20, 2026 consequent upon completion of her central deputation tenure in the MoP&NG.

5. Shri A. Amarnath, OSD (International Cooperation), MoP&NG was appointed as Government Nominee Director w.e.f. June 05, 2026.

Ms. Rashmi Govil, Director (Human Resources) and Shri Arvind Kumar, Director (Refineries) are liable to retire by rotation and being eligible, are proposed for reappointment at the forthcoming Annual General Meeting (AGM). Their brief profile is provided in the notice of the AGM.

Independent Directors

The Independent Directors on the Board during 2025-26, had submitted the 'Certificate of Independence' confirming that they meet the criteria prescribed under the provisions of the Companies Act, 2013, and SEBI (LODR). The Independent Directors had also 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 had the desired expertise, experience and integrity.

A separate meeting of Independent Directors was held on 12 th December 2025.

Board Meetings

During the year, 10 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 or material orders were passed by the regulators, courts or tribunals during the year that impact the going concern status of the Company or its future operations.

Vigil Mechanism / Whistle Blower Policy

The Company promotes ethical conduct in all its business activities and has established a mechanism for reporting illegal or unethical behaviour. A Vigil Mechanism and Whistle Blower Policy have been put in place 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 to the Competent Authority or Chairman of the Audit Committee, as applicable. Any complaint received is reviewed by the Competent Authority or Chairman of the Audit Committee as the case may be. Importantly, no employee has been denied access to the Audit Committee.

The Vigil Mechanism / Whistle Blower Policy 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 31 st March 2026, 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 2025-26 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 instrumentsoftheCompanyisprovidedintheCorporateGovernance Report. As required under SEBI (LODR), the Audit Committee had a meeting with Credit Rating Agencies in February 2026.

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 places on record its deep appreciation for the commitment, dedication and relentless efforts of the Company's employees, contract workforce and business channel partners, whose collective contributions have ensured uninterrupted supply of petroleum products across the nation, despite challenges posed by geo-political tensions. The Board also gratefully acknowledges the continued support and guidance extended by the Government of India, particularly the Ministry of Petroleum and Natural Gas, as well as various State Governments, and regulatory and statutory authorities. The Board further expresses its sincere thanks to all stakeholders, including bankers, investors, members, customers, consultants, technology licensors, contractors and vendors for their sustained support and trust, which have contributed to the Company's growth and operational excellence. The Board also records its highest appreciation for the distinguished services, valuable guidance and significant contributions rendered by Shri Prasenjit Biswas, Shri Krishnan Sadagopan, Dr. Dattatreya Rao Sirpurker, Dr. Alok Sharma, and Ms. Esha Srivastava during their tenure as Members of the Board.