Indraprastha Gas LimitedNSE: IGL

Annual Report 2024-25

· Issued by Indraprastha Gas Limited


INDRAPRASTHA GAS LIMITED

Annual Report 2024-25

Clean energy | Smarter mobility | Stronger future





Clean energy | Smarter mobility | Stronger future

Contents.

  1. IGL at a glance

  2. Our Strengths

  3. Chairman's Message

  1. Financial Performance

  2. Board of Directors

10 Directors' Report

36 Report on Corporate GovernanceManagement

52

Discussion and Analysis

57

Business Responsibility and Sustainability Report

98 Standalone Financial Statements

160 Consolidated Financial Statements

In an era defined by the urgency of decarbonisation and energy security, we have remained focused on building a cleaner and advanced energy ecosystem. We are placing greater emphasis on clean fuel access through the expansion of our CNG and PNG infrastructure and also through meaningful strides into renewables and bio-energy.

Forward looking statement



Some information in this report may contain forward-looking statements. We have based these forward-looking statements on our current beliefs, expectations and intentions as to facts, actions and events that will or may occur in the future. Such statements generally are identified by forward-looking words such as "believe," "plan," "anticipate," "continue," "estimate," "expect," "may," "will" or other similar words. A forward-looking statement may include a statement of the assumptions or basis underlying the forward-looking statement. We have chosen these assumptions or basis in good faith, and we believe that they are reasonable in all material respects. However, we caution you that forward-looking statements and assumed facts or bases almost always vary from actual results, and the differences between the results implied by the forward-looking statements and assumed facts or bases and actual results can be material, depending on the circumstances.

This has been a year of both promise and complexity. Amid a volatile landscape, we responded with agility and strengthened our sourcing strategy. Concurrently, our foray into the solar energy landscape marks a critical step towards a diversified and integrated energy future. These efforts highlight our ability to deliver value to our customers, while shaping a smarter, cleaner and stronger tomorrow for all.

As we step into the future, we remain focused on broadening our clean-energy portfolio. With sharpened strategy and adaptability, we are well positioned to energise a responsible tomorrow.





INDRAPRASTHA GAS LIMITED Annual Report 2024-25 Corporate Overview Statutory Reports Financial Statements

IGL at a glance Our Strengths

Fuelling the Transition to a Smarter, Cleaner Tomorrow

Core Competencies Shaping a Cleaner, Greener Future







Since our inception in 1998, we have consistently upheld our responsibility to provide safe, dependable and accessible natural gas across consumer segments. In an operating landscape of rising energy demand, we are scaling our infrastructure and adopting next-generation technologies to drive efficiency and operational readiness.

Over the past decade, we have steadily broadened our operational footprint by implementing systematic augmentation of pipelines, compressor stations and customer outreach. Our network continues to play an instrumental role in fuelling the transportation sector, while also supporting industrial, domestic and commercial users across our

Strong industry backing Strategic presence Reliable infrastructure

multiple Geographical Areas (GAs).

Looking ahead, with planned additions to our CNG station network, we are poised to tap into new consumption clusters and expand our presence across emerging demand zones.

Our operations are backed by the strength of our promoter companies, GAIL and BPCL, which are both recognised as Maharatna Public Sector Enterprises. Their sectoral expertise and institutional legacy have enabled us to build a strong presence in the City Gas Distribution (CGD) industry, serving a wide spectrum of customer segments.

Our operations are concentrated in Delhi-NCR, an area distinguished by high population density, expanding urban infrastructure and accelerated industrial growth. This geographic positioning enables sustained demand for our products and services across residential, commercial and industrial segments.

We have channelled significant investments towards building a robust infrastructure backbone that supports our operations and growth. Our network comprises an extensive pipeline grid and an expanding network of modern CNG stations. These ensure safe, seamless and efficient energy delivery to our diverse clientele.

Our Vision

India's leading clean energy solution provider through customer centricity, innovative technology and diversification, with an international presence.

02

Our Mission


Committed to providing safe, reliable and clean energy solutions to improve quality of life and enhance stakeholders' value.

03





INDRAPRASTHA GAS LIMITED Annual Report 2024-25 Corporate Overview Statutory Reports Financial Statements

Chairman's Message Dear Shareowners,

My heartiest greetings to you all.

The financial year 2024-25 was another successful year for your Company. Despite high input cost of gas and reduction in percentage of APM (Administered Price Mechanism), your Company

achieved good sales volume and profitability. Details of performance, achievements and various initiatives taken by your Company are given in the enclosed Annual Report.

I am deeply honoured and delighted to share that your Company in its journey of 26 years has

achieved a number of milestones, and it is a matter of pride for all of us that today IGL is one of the leading and premier City Gas Distribution (CGD) Company of India. IGL's infrastructure and project execution capabilities ensure safe, reliable and u n i n t e r r u p t e d distribution of natural gas to its growing customers. Your Company's presence has expanded to 12 Geographical Areas (GAs) across 32 districts in 4 states.

Summary of Physical and Financial Performance

The financial year 2024-25 was another successful year for your Company as it achieved record sales volume of 8.99 million metric standard cubic meters per day (MMSCMD), the highest ever in the history of the Company. Your Company recorded Gross turnover of Rs. 16,400 Crores and the Profit After Tax (PAT) of

Rs. 1,468 Crores.

During the year, the Company augmented its infrastructure by adding 72 new CNG stations and the total number of CNG stations increased to 954 at the end of the fiscal year which is approximately 13% of pan-India CNG stations. In the PNG segment, the Company added more than 3.7 lacs new household connections besides increasing the Commercial and Industrial customer base significantly.

The Company has robust infrastructure catering to around 21 Lacs CNG vehicles and more than 30.70 lacs households. It has more than 12,100 Commercial and Industrial customers.

Care Ratings Ltd. has given AAA (Stable) credit rating, which reflects our financial stability and commitment to fiscal responsibility.

Sharing Success with Our Shareholders

I am delighted to share the news of the Company's maiden Bonus Issue of equity

shares in the financial year 2024-25. In February 2025, your Company issued and allotted Bonus Shares to the shareholders in the ratio of 1:1, i.e., one equity share of Rs. 2 each for one existing equity share of Rs. 2 each held in the Company. This reflects our strong financial performance and our commitment to creating longterm value, while expressing gratitude for your trust and support.

Dividend

For 2024-25, your Board of Directors has recommended a final dividend of 75% (Rs.1.5/- per share) post-bonus issue and declared interim dividend of 275% (Rs. 5.5/- per share) pre-bonus Issue, which was paid during financial year 2024-25.

Technology

IGL has a customer-centric approach and continues to strengthen its services by leveraging technology and adopting digital innovations. The IGL Connect App, which has lived up to the customer expectations, has now

I am delighted to share the news of the Company's maiden Bonus Issue

of equity shares in the Financial Year 2024-25.



crossed more than 1 million registrations. The Company has streamlined commercial customer registration through automated, system-generated proposals. On the PNG front, automation has improved the ownership-transfer process. The Company has encouraged digital payments by providing customers with multiple secure payment gateways.

To further transform customer engagement, the WhatsApp-based chatbot platform IGL Genie has been launched, providing convenient, menu-driven service options and leveraging the latest AI features. We remain committed to delivering the best possible service to our customers.

04 05





INDRAPRASTHA GAS LIMITED Annual Report 2024-25 Corporate Overview Statutory Reports Financial Statements

Safety Awareness

Health, Safety and Environment have always been a focus area for your Company, and we give them utmost priority in all our operations. It is our constant endeavour to maintain the highest standards of safety, and we take several measures to ensure strict adherence to these standards. Regular safety audits and training sessions are conducted for drivers, customers, employees, and others to ensure safety at all times.

Your Company has instituted a dedicated monthly Safety Day, observed on the 11th of each month, which serves as a crucial platform to actively engage employees, review their respective area's safety performance, ensure compliance with established safety standards, and recommend further safety enhancements.

Over 400 safety camps were conducted at customer locations for PNG consumers and at CNG stations for CNG customers,

06

reinforcing consumer safety as a fundamental value. The Company also spread safety awareness through FM radio, print, digital platforms, and social media. We were honoured to receive the prestigious Transform HSE Leadership & Excellence Award at the Transform HSE Conference 2025, reflecting our commitment to creating a safe and healthy work environment.

Human Resources

The Company gives due importance to its human resources and continues to strengthen its HR policies and processes for the welfare of employees. Your Company conducted various training programmes and organized sports activities for its employees. We maintained a congenial working environment and harmonious industrial relations.

Corporate Social Responsibility

As a responsible corporate citizen, IGL is conscious about its responsibilities towards society. During the year, the

Company undertook various CSR initiatives, focused on core pillars: Health & Sanitation, Skill Development & Livelihood Enhancement, with special emphasis on Women Empowerment and Education and Community Infrastructure Development. As we move forward, we remain committed to creating a brighter, more inclusive future for all.

Way Forward

We are working to shape a better future for our stakeholders. Your Company is exploring the usage of Renewable Energy in place of conventional grid power, as a step towards reducing carbon emissions and achieving net zero. Your Company has entered into a Memorandum of Understanding with the State Government of Rajasthan for setting up a greenfield Solar power plant of 500 MWp capacity through a joint venture with Rajasthan Vidyut Utpadan Nigam Limited. The Company also plans to establish a manufacturing facility for Type IV lightweight

cylinders for CNG and hydrogen applications. Your Company is developing LNG/ LCNG stations, recognizing their strong potential in supporting the transition to cleaner fuel solutions for heavy commercial vehicles.

The Company is actively participating in SATAT (Sustainable Alternative

Towards Affordable Transportation) and CBG synchronization scheme to facilitate waste management and promote the use of Compressed Biogas (CBG). The Company is also considering acquiring other CGD Companies to expand its footprints in various parts of India. As part of backward integration, the Company has set up a Joint Venture Company named IGL Genesis Technologies Limited for meter manufacturing. Trial

production of meters has started, and commercial production of meters is expected to start shortly. These new areas of diversification and expansion in existing areas of operations will contribute to the Company's future growth.

Conclusion

Your Company upholds the highest standards of corporate governance by promoting transparency, a high degree of disclosure, an adequate control system, and a strong culture that safeguards the interests of all its stakeholders. On behalf of the Board of Directors, I express my sincere thanks to the Government of India, the State Governments of Delhi, UP, Haryana and Rajasthan, the Petroleum and Natural Gas Regulatory Board, all departments/

authorities of the Central and State Governments, our valued customers and all stakeholders in the value chain for their support to the Company. I would also like to thank each and every employee of IGL for their hard work and dedication.

Finally, I convey our deep sense of gratitude to all our shareholders. It is your confidence and belief that has propelled us to new heights. Looking ahead, we are confident of delivering more value to all stakeholders and contribute to a cleaner and sustainable future for India.

Warm Regards,

Raj Kumar Dubey Chairman

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Bankers

ICICI Bank Limited IDBI Bank Limited State Bank of India Axis Bank Limited Union Bank of India HDFC Bank Limited IndusInd Bank Limited

IDFC First Bank Limited Kotak Mahindra Bank City Union Bank Limited Yes Bank Limited

Statutory Auditors

M/s PKF Sridhar Santhanam LLP, Chartered Accountants

Cost Auditors

M/s Ramanath Iyer & Co., Cost Accountants

Secretarial Auditors

M/s Agarwal S.& Associates,

Company Secretaries

Company Secretary

Shri Vivek Sahay

Registered Office

IGL Bhawan, Plot No. 4, Community Centre, Sector 9, R K Puram,

New Delhi - 110022 CIN:

L23201DL1998PLC097614

INDRAPRASTHA GAS LIMITED Annual Report 2024-25 Corporate Overview Statutory Reports Financial Statements

Financial Performance

Fuelling the Future with Steady Metrics

Board of Directors

16,400

Gross Turnover

(Rs. in Crores)

Profit After Tax



1,468

(Rs. in Crores)

5,409

FY21

8,443

FY22

15,543

FY23

15,403

FY24

16,400

FY25

1,006

FY21

1,315

FY22

1,445

FY23

1,748 1,468



FY24 FY25

Shri Raj Kumar Dubey

Chairman

350

Dividend

(%)

Average Sales Per Day





8.99

(In MMSCMD)

180

FY21

275

FY22

650

FY23

450

FY24

350*

FY25

5.33

FY21

6.99

FY22

8.09

FY23

8.43 8.99

FY24 FY25

Shri Kamal Kishore Chatiwal

Managing Director

Shri Mohit Bhatia

Director (Commercial)

Shri Sanjay Kumar

Director

* Interim dividend - 275% (Pre Bonus Issue) and Final dividend - 75% (Post Bonus Issue)

10.48

Earnings Per Share

(%)







Ms. Niharika Rai

Director

Dr. Shyam Agrawal

Director

Dr. Simrit Kaur

Director

14.37 18.79 20.64 12.49# 10.48##

FY21 FY22 FY23 FY24 FY25

# EPS for the FY24 has been restated based on total number of equity shares outstanding after bonus issue.

## As per the total number of equity shares outstanding after the bonus issue.

08



Smt. Namita Pradhan

Director



Prof. Rajni Abbi

Director



Dr. Manish Sitaram Dabhade

Director

09



INDRAPRASTHA GAS LIMITED Annual Report 2024-25

Directors' Report

To

The Members,

Your Directors have pleasure in presenting the Twenty-sixth Annual Report and the Company's audited financial statements for the Financial Year ended March 31, 2025.

Physical Performance

During the year, the Company recorded sales as under:

Figures in Million Standard Cubic Meters (MMSCM)

Product

For the Year

31 March 2025

For the Year

31 March 2024

% Change (YoY)

Compressed Natural Gas (CNG)

2432.50

2298.27

5.84

Piped Natural Gas (PNG)

848.37

786.20

7.91

Total

3280.87

3084.47

6.37

Average Sales / per day (mmscmd)

8.99

8.43



Shri. Vinai Kumar Saxena, Lt. Governor of Delhi, receiving interim dividend cheque of FY 2024-25 from Mr. Kamal Kishore Chatiwal, Managing Director and Mr. Mohit Bhatia, Director (Commercial), on behalf of Govt. of NCT of Delhi, which holds 5% equity stake in IGL

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Corporate Overview Statutory Reports Financial Statements

Financial Results

The Company's financial performance for the year ended March 31, 2025 is summarised below:

(Rs. in Crores)

Items

For the Year

31 March 2025

For the Year

31 March 2024

Net Sales & Other Income

15,369.07

14,363.23

Profit before Depreciation & Tax

2,410.97

2,720.91

Depreciation

474.07

413.75

Profit before tax

1,936.90

2,307.16

Provision for tax

469.31

559.08

Profit after tax

1,467.59

1,748.08

Other comprehensive income

(0.31)

(2.90)

Total comprehensive income

1,467.28

1,745.18

Retained Earnings - opening balance

8,108.24

6643.06

Add : Profit for the period

1467.59

1748.08

Profit available for appropriations

9575.83

8391.14

Appropriations:

Dividends

735.00

280.00

Corporate dividend tax

140.00

-

Transferred to general reserve

-

-

Other comprehensive income recognised directly in retained earnings

(0.31)

(2.90)

Retained Earnings - closing balance

8,700.52

8,108.24

Financial Reviews

During the year, the gross turnover of the Company has increased from Rs. 15,403.13 Crores in FY 2023-24 to Rs. 16,399.70 Crores in FY 2024-25 showing an increase of 6.47%. The Profit After Tax (PAT) decreased by 16.05% from Rs. 1748.08 Crores in FY 2023-24 to Rs. 1467.59 Crores in FY 2024-25.



Mr. Kamal Kishore Chatiwal, Managing Director and Mr. Mohit Bhatia, Director (Commercial) inaugurating Knowledge Park III CNG station of IGL located in Greater Noida, Uttar Pradesh

The Company has prepared the Consolidated Financial Statements which includes Company's share in net profit/loss of the Subsidiary and also 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 2024-25 is Rs. 1713.01 Crores against Rs. 1983.40 Crores in the previous year.

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INDRAPRASTHA GAS LIMITED Annual Report 2024-25

Dividend

Your Company is pleased to recommend a final dividend of 75% (Rs. 1.5/- per share - Post Bonus issue). The proposed dividend would absorb Rs. 210 Crores.

Your Company had also declared interim dividend of 275%

i.e. (Rs. 5.50/- per share - Pre Bonus Issue) paid during financial year 2024-25.

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/detailPage/policies

Performance Highlights

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 954th CNG station in FY 2024-25. In FY 2024-25, 72 new CNG stations were commissioned. CNG capacity enhancement/ upgradation was done at 08 numbers CNG stations and 15 stations were converted from Daughter Booster to Online in FY 2024-25. With these achievements, the Company has achieved total compression capacity of 109.44 lacs kgs per day and is catering to around 21 Lacs vehicles.

Your Company provides prepaid card facility for its CNG customers in order to promote digital payments. Till now more than 195000 prepaid cards are under circulation catering to approx. 2 lacs vehicles. In line with Digital India, Company has done forecourt payment automation at its CNG stations which will increase the customer satisfaction and transparency in CNG billing. 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 12% in digital payment collection this year vis-à-vis last year.

Your 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 & UTC added 100 new CNG buses in FY 2024-25.

Piped Natural Gas Business

PNG - Domestic Connections

PNG continued to be focus area of the Company during FY 2024-

25. The Company provided more than 3.70 lacs new connections during the year 2024-25. In order to create the PNG awareness further amongst target customers, a successful campaign was run during the year. A significant growth of 27.5 MMSCM i.e. around 12% in PNG domestic sale have been achieved in FY 2024-25, resulting in total sale of 255.03 MMSCM in FY 2024-25 as against total sale of 227.48 MMSCM in FY 2023-24.

Your Company increased its steel pipeline network from 2054 kms in FY 2023-24 to 2347 kms in FY 2024-25 and its MDPE network from 23,565 kms in FY 2023-24 to 27,399 in FY 2024-25.

Your Company has truly embraced innovation to drive PNG adoption, deploying a comprehensive strategy that spans low-cost promotional campaigns and e-rickshaw promotions for urban villages, engaging women's meets, utilizing modern channels like QR codes on promotional boards in residential



Mr. Kamal Kishore Chatiwal, Managing Director, and Mr. Mohit Bhatia, Director (Commercial), at the commissioning 10 TPD Compressed Biogas (CBG) plant at Village Balwanti, Kaithal district in Haryana

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Corporate Overview Statutory Reports Financial Statements



Mr. Kamal Kishore Chatiwal, Managing Director and Mr. Mohit Bhatia, Director (Commercial), inaugurating the first Commercial PNG connection in Banda district of Uttar Pradesh

25 with 100% billing of all moved-in PNG-Domestic customers. The remarkable 97% adoption rate for online payments clearly demonstrates the convenience and ease of IGL's digital payment options. This high engagement reflects a strong customer preference for seamless, online transactions, underscoring the success of the company's efforts in promoting and facilitating digital payments for its services in Delhi. Also, your Company has expanded and strengthened cash collection infrastructure in rural areas by partnering with Common Service Centres (CSCs), significantly improving accessibility and convenience for customers in remote locations. IGL's commitment to operational excellence and customer satisfaction is evident in its impressive service metrics. Beyond the 97% online payment adoption rate, the Company also achieved a 96% success rate in hardcopy bill delivery for approximately 2.5 lakh customers. These accomplishments collectively underscore IGL's dedication to leveraging technology and customer-centric solutions, ensuring an exceptional and seamless experience for its valued customers.

The Company had a total of more than 30.7 Lakhs connections

in Delhi & other geographical areas as on March 31, 2025.

societies, bulk messaging and WhatsApp group advertisements to reach potential customers. To further encourage conversion, your Company also promotes easy registration via its website and call-centres, and critically, offers customer-centric financial schemes such as the Fixed Daily Charges (FDC) Scheme, where customers pay a nominal daily charge instead of an upfront installation security deposit, and the Equated Monthly Instalment (EMI) Scheme, which allows customers to pay the refundable security deposit in convenient bi-monthly instalments. These initiatives collectively demonstrate IGL's commitment to making PNG accessible and appealing across diverse customer segments.

In new GAs like Ajmer, Pali, Karnal, Kaithal, Muzaffarnagar, Meerut, Kanpur, Fatehpur, etc. an overall growth of approx. 45% in new billable customers have been registered so far as on 31.03.2025. Spot billing has been fully implemented in Muzaffarnagar GA, enabling 100% accurate retail bill generation in real time with immediate hand-to-hand delivery leading to a notable improvement in reading output, rising from 60% to 80%. Keeping in pace with digitalization and to use the social media platforms effectively, your Company is promoting self-billing option through conveniently designed short videos. These short videos are sent along with the PNG bills sent on SMS/ WhatsApp to educate customers on self- billing, empowering customers to generate accurate bills at their convenience.

Your Company has also started the digital transformation by launching a WhatsApp Chatbot, providing 24/7 instant customer interaction, service request handling, bill delivery, and payment collection, all through the same platform for added convenience. Your Company yet again surpassed the milestone of 1.35 million electronic bill delivery subscribers and 2.5 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 FY 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. In Industrial Segment, your Company achieved sales volume growth of around 10%

i.e. from 294.10 MMSCM in FY 2023-24 to 322.53 MMSCM

in FY 2024-25 and in Commercial segment, your Company achieved a growth of around 8% in sales volume i.e. from 82.20 MMSCM in FY 2023-24 to 88.43 MMSCM in FY 2024-25. In

terms of number of customers, the industrial customer base increased from 4693 in March 2024 to 5265 in March 2025 and commercial customer base increased from 5904 in March 2024 to 6876 in March 2025.

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 power generation, manufacturing etc. wherein PNG is replacing usage of polluting fuels. IGL's PNG network is widely available among various Industrial & Commercial clusters of Delhi and NCR towns of Ghaziabad, Gautam Budh Nagar, Hapur, Muzzaffarnagar, 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

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INDRAPRASTHA GAS LIMITED Annual Report 2024-25

in existing areas where pipeline grid is available and expand pipeline network to cater to other industrial areas.

In Industrial & Commercial segment 1726 new registrations were completed during the FY 2024-25 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.

Natural gas is a vital component of modern industry and commerce, offering a clean-burning, efficient, and reliable source of energy. Industrial and commercial connections to natural gas networks enable businesses to harness this valuable resource, driving growth, productivity, and sustainability. Your Company is also working in a collaborative and participatory approach with UPSIDA, NEA, Udyog Bandhu, YEIDA 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 Muzzaffarnagar, Jewar industrial area, Hapur, Rewari, Kanpur, Pali & Ajmer Geographical Areas (GAs) and also started supplying PNG which would facilitate increase in consumption of Natural Gas (NG) volumes.



Mr. Kamal Kishore Chatiwal, Managing Director and Mr. Mohit Bhatia, Director (Commercial), inaugurating the Spot Billing Services for domestic PNG customers at a house in Muzaffarnagar district in Uttar Pradesh

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. 3,603.70 Crores and Profit After Tax of Rs. 652.53 Crores for the financial year ended March 31, 2025.

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.

Future Outlook

In line with its mission and vision, your Company is actively pursuing strategic initiatives to strengthen its position in an increasingly dynamic and competitive environment. The growth strategy includes both organic and inorganic approaches, with a focus on enhancing the core City Gas Distribution (CGD) business while also diversifying into new areas beyond the core business.

Renewable Space

Your Company is exploring usage of Renewable Energy (RE) in place of conventional grid power, which will be a step towards carbon emission reduction and net zero. Your Company is in process of short-term procurement of RE power for two (02) nos. of identified CNG stations in Delhi under Green Energy Open Access of Delhi Electricity Regulatory Commission (DERC). Upgradation of electrical infrastructure for this pilot project is under discussions with concerned electricity DISCOM.

Your Company has entered into a Memorandum of Understanding with the State Government of Rajasthan for setting up a greenfield Solar power plant of 500 MWp capacity through a joint venture (JV) with Rajasthan Vidyut Utpadan Nigam Limited (RVUNL) with an estimated equity investment of Rs. 382 Crores. For the execution of definitive agreement with RVUNL, terms and conditions precedent for the formation of JV and proposed investment are under discussion for finalization.

Your Company is also in the process of setting up Agro-solar

plant of ~20 MW capacity under Group Net Metering scheme

with two different DISCOMs for meeting its captive power

Associate Companies

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. 708.46 Crores and Profit After Tax of Rs. 70.03 Crores for the financial year ended March 31, 2025.

14

requirement in Delhi.

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 & implementation of this pilot project is in progress.

Your Company has a target of achieving a total of 2 GWp capacity of Renewable Energy in the near future.

Corporate Overview Statutory Reports Financial Statements



Additionally, a 100 TPD Municipal Solid Waste (MSW)-based CBG plant is under construction at Ghoga Dairy, Narela, New Delhi, as part of your Company's plan to invest in 10 CBG plants based on various feed stocks.

Shri Pankaj Jain, IAS, Secretary, Ministry of Petroleum & Natural Gas inaugurating IGL Genie- the WhatsApp chatbot for IGL Customers at IGL Pavilion during India Energy Week 2025 held in Yashobhoomi, Dwarka, New Delhi in the presence of Mr Mohit Bhatia, Director (Commercial) and other IGL officials

EV Infrastructure & EV landscape

As part of its diversification efforts, your Company is developing Electric Vehicle (EV) charging infrastructure, including installations at IGL CNG stations. Your Company aims to commission at least 50 fixed EV chargers in the NCT of Delhi, out of which 33 EV chargers have already been commissioned.

Additionally, your Company has set up 8 standalone EV charging stations equipped with a total of 10 chargers at sites allotted by land-owning agencies. Six more locations are under construction and will become operational shortly.

Your Company is also exploring investments across the EV value chain, including EV component manufacturing, battery recycling etc.

LNG/LCNG

Currently, one LNG/LCNG station is operational in Ajmer. Two additional stations, one each in Rewari and Greater Noida along the Golden Quadrilateral highway are under construction.

The first LNG facility for Container Corporation of India (CONCOR) at it's terminal in Dadri is in advanced stages of development and will be commissioned shortly, under an MoU signed by your Company with CONCOR to set up LNG infrastructure at various terminals across India.

Compressed Biogas (CBG)

Your Company is actively contributing to the SATAT (Sustainable Alternative Towards Affordable Transportation) and CBG-CGD Synchronization initiatives by the Ministry of Petroleum and Natural Gas. At present, your Company is off taking CBG from six plants, including direct pipeline injection from two of them.

Shri Sandeep Kumar Gupta, CMD, GAIL(India) Ltd. and Shri Krishnakumar Gopalan, then CMD, BPCL, inaugurating the IGL Pavilion at India Energy Week 2025 in the presence of Mr. Kamal Kishore Chatiwal, Managing Director, and Mr. Mohit Bhatia, Director (Commercial) and senior IGL officials



Allied equipment manufacturing

Under a MoU with Bharat Heavy Electricals Limited (BHEL), a joint working group is developing plans for a manufacturing facility for Type IV lightweight cylinders for CNG and hydrogen applications. The group is currently finalizing the technology and financial model.

Joint Venture

The meter manufacturing facility under the Joint Venture Company between IGL and Genesis, named IGL Genesis Technologies Limited, is nearing completion. The facility is located at an industrial shed in Sector 145, Noida, taken on a long-term lease. Commissioning of the plant is underway and commercial production of gas meters is expected to commence by September, 2025.

Acquisition and Investment in other companies

We continue to explore potential acquisitions of complementary CGD companies and assess strategic investment opportunities as they emerge in the market.

Information Technology

Your Company has been witnessing sustainable and all round growth in terms of business expansion across various geographical areas which is supported by a robust, advanced and latest technological landscape composed of multiple

15



INDRAPRASTHA GAS LIMITED Annual Report 2024-25

customer and business applications. ERP & IT department as business enablers works jointly and closely with business leaders to identify and adopt right technology and adopt innovations to support and realize the digital vision of IGL and emerge as a technology leader in the CGD domain.

Your Company has always considered customer centricity as the focal point of organization's vision which has been confidently relying on the technology platforms driving the application landscape broadly comprising of SAP ERP and other portal applications. With an objective of revolutionizing the customer interaction program, WhatsApp chatbot platform as one of the most popular channel of engaging with customers has been rolled out, fully endowed with latest menu driven service options and leveraging latest AI features. The same chatbot shall also be made available for other modes of customer engagement viz. Website and IGL Connect app.

Your Company has already processed and finalized the tender for the implementation of cloud based Advanced CRM solution which would significantly uplift the customer interaction process through rendering an omni-channel platform for all the customer services. Your Company has leveraged enterprise cloud services of Microsoft Azure as hyperscaler for hosting our customer mobile app, IGL Connect, Meter reading portal and Safety Work Permit app for enhanced availability, reliability and performance. The IGL Connect App has been successful in living up to the expectations of the customers and has now crossed more than 1 million customer registrations. Your company has optimized the process of commercial customer's registration process through automatic system generated proposal. On the PNG front, there has been improvisation and enhancement of ownership transfer process through adopting automation of processes.



Your Company has always emphasized on the concept of continuous improvement and optimization in internal processes which included completion of major development in HR TA/ DA processes wherein earlier mobile enablement of creation and approval of leave request along with OTP based alternate

Mr. Kamal Kishore Chatiwal, Managing Director and Mr. Mohit Bhatia, Director (Commercial) during the commissioning of Meter Regulator Skid at City Gas Station in Dharuhera of Rewari district

authentication was introduced. Further, your Company has also promoted efficient storage and retrieval of documents for better traceability and security of confidential official documents for which pilot project of Document Management System (DMS) leveraging existing OpenText environment was completed utilizing in-house competency and resources. The project shall soon be rolled out across the organization. Your



Mr. Kamal Kishore Chatiwal, Managing Director and Mr. Mohit Bhatia, Director (Commercial), inaugurating the PNG supply in the first domestic kitchen of Rajsamand district in Rajasthan

company has also developed a portal for the automation of CNG station allocation process which would not only help streamlining but also bring in much needed ease, convenience along with visibility and transparency in the existing process. Existing CNG O&M application was integrated with SAP ERP for efficient complaint handling, scheduling maintenance of equipment, tracking status of inventory along with purchase order delivery status.

Your Company has been continuously focussing on keeping pace with the fast changing global technologies to combat the prevalent cyber threats across the globe. Multiple initiatives have been taken to enhance the cyber security posture of the organization to complement earlier initiatives which includes annual security audits, cyber security trainings and simulation etc. Your Company has also recently on-boarded consultants for developing strategy for data protection in line with Digital Personal Data Protection Act, 2023 along with data discovery and classification.

Human Resources

Your Company realizes that the challenges of the future can be best met with competent and motivated human resources.

Your Company is taking various HR initiatives to add value to its pool of human talent and integration of individual goals with that of Company. The Company reviews from time to time HR Policies/ benefits of its employees to make them more competitive and aligned with best industry practices. Employee wellness is being given highest priority, accordingly, Mediclaim

insurance coverage amount was increased for each employee.

16

Corporate Overview Statutory Reports Financial Statements

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 non-technical, is necessary for the growth of employees, personally as well as professionally. During the year, our employees were provided with the best of technical trainings like Burckhardt Compressor Training, Gas Engine Training, Coriolis Mass Flow Meters & Diagnosis etc. Outbound team building exercise was undertaken during the financial year. Various Management Development Programs at premier IIMs were attended by Senior executives. Many impactful IT, Behavioral and soft skills trainings were also imparted during the financial year.

IGL being the leading organisation in the CGD sector has always taken initiatives for overall development of its employees and the community. In the Financial Year 2024-25, several key initiatives over the past year, focusing on enhancing employee morale, well-being, and a sense of professional pride. These initiatives have contributed significantly to strengthening our values of empowerment, engagement, and inclusivity.

During the year, your Company organized various sports events, viz. cricket, badminton, table tennis, carom, chess etc. Your Company also hosted the prestigious PSPB Squash Tournament at Jaipur, facilitated employees participation in multiple PSPB tournaments across disciplines throughout the year, encouraging interaction with national-level peers in the Oil & Gas sector, promoting physical fitness and team unity.

During the year, your Company introduced new uniforms for field staff, instilling a strong sense of belonging for the critical role played by our frontline workforce, launched the bimonthly HR Connect Magazine - a dynamic platform connecting all the employees, proudly celebrated IGL Foundation Day, an event that brought together employees and their families to affirm the sense of oneness among them.



During the year, Your Company inducted various young talented professionals from prestigious Indian Institute of Technology, Delhi at GET level and reputed Govt. Polytechnic Colleges at Junior Engineer level to infuse knowledge and talent in the

Mr Kamal Kishore Chatiwal, Managing Director and Mr. Mohit Bhatia, Director (Commercial) during signing of agreement with Mr. Sanjay Kumar Rakesh, Managing Director & CEO, CSC e-Governance Services Ltd. to facilitate easy bill payment facility across all operational geographical areas of IGL.

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)

Your Company has achieved significant milestones in Health, Safety, and Environment (HSE) over the past year, demonstrating a profound commitment to cultivating a robust safety culture and ensuring operational excellence.

To embed safety as a core organizational value, your company has instituted a dedicated monthly Safety Day, observed on the 11th of each month across all Geographical Areas (GAs) including Corporate Office of IGL. The monthly Safety Day serves as a crucial platform where each GA and Location in-charges actively engage employees by meticulously reviewing their respective area's safety performance, reinforce the critical importance of safety through ongoing awareness initiatives, ensure strict compliance with established safety standards, and proactively recommend further safety enhancements.

Furthermore, your Company conducted a comprehensive Behaviour-Based Safety (BBS) training program for all employees, including senior management, to enhance the overall safety culture within the organization. To empower employees with life-saving skills, first-aid training programs were conducted through St. John Ambulance Brigade (Indian Red Cross Society). For enhancement and upskill of competencies, employees have undergone various training programs organised by National Safety Council and Hydrocarbon Sector Skill Council.

The safety of our frontline contractual workers remains paramount. Consequently, all contractual workforce has to undergo Safety & Technical Competency training prior to deployment at sites. While Standard Operating Procedures (SOPs) are rigorously adhered to for all routine tasks, all non-routine and critical activities are meticulously monitored and executed through an app-based Safety Work Permit system.

Your Company's commitment to safety is underscored by its rigorous preparedness protocols. To assess the efficacy of its Emergency Response and Disaster Management Plan (ERDMP), a total of 433 mock drills were conducted throughout FY 2024-25. These included participation in 5 off-site mock drills organized in coordination with district authorities, showcasing robust collaboration with external agencies.

Your Company actively promotes natural gas safety awareness. Over 400 safety camps were conducted directly at customer locations for PNG consumers and at CNG stations for CNG customers, reinforcing consumer safety as a fundamental value. Beyond direct engagement, safety messages are disseminated to the broader community via FM radio and across various digital and social media platforms.

17



INDRAPRASTHA GAS LIMITED Annual Report 2024-25

To further enhance awareness among CNG Transport Associations and CNG Retro Fitment Centres, your company conducted dedicated Safety Awareness sessions. These sessions focused on the CNG Cylinder hydrostatic testing procedure and its associated benefits for enhancing safety at our CNG stations. Similarly, to ensure the integrity of the gas pipeline network, various workshops on the "Dial Before Dig" safety campaign were conducted with diverse agencies, including district authorities. A specialized safety awareness session was also held for officials of the State Fire Service to apprise them of safety aspects pertinent to the city gas distribution business.

Your Company's unwavering dedication to Health, Safety, and Environment (HSE) has been recognized as we were honoured to receive the prestigious Transform HSE Leadership & Excellence Award at the Transform HSE Conference 2025 in Yashobhoomi, Delhi. This accolade firmly solidifies your Company's commitment to fostering a safe and healthy work environment.



Your Company's dedication to continuous improvement is further evidenced by its comprehensive ISO certifications: ISO 45001:2018 (Occupational Health & Safety), ISO 9001:2015 (Quality Management), ISO 14001:2015 (Environmental Management), and ISO 50001:2018 (Energy Management).

Shri Hardeep Singh Puri, Hon'ble Union Minister of Petroleum & Natural Gas visiting the IGL stall within India Pavilion at GASTECH 2024 in Houston (USA)

These certifications collectively demonstrate your company's steadfast commitment to safety and ensures operational excellence through world-class safety practices that consistently far exceeds the legal and statutory requirements.

Corporate Social Responsibility

Your Company remains steadfast in its dedication to Corporate Social Responsibility (CSR), channelling its efforts towards creating a meaningful and positive impact on society. For the fiscal year 2024-25, we have strategically expanded our initiatives, focusing on core pillars: Health & Sanitation, Skill Development & Livelihood Enhancement (with a special emphasis on Women Empowerment), and Education & Community Infrastructure Development.

In the realm of Health & Sanitation, our commitment is exemplified by a large-scale eye care initiative designed to provide free eye check-up's and surgeries to underprivileged communities. This project aims to conduct health checkup camps across Muzaffarnagar, Shamli, Meerut in U.P., and Rewari, Gurugram in Haryana, delivering free cataract surgeries, spectacles, and eye care medicines. Further enhancing healthcare access, our "Swasthya Karwan" project deploys a mobile medical unit for comprehensive healthcare outreach to drivers and marginalized communities. We are also extending critical support through projects for the treatment of children with heart disease and "Project Cancer Mukt Dilli," a comprehensive cancer treatment program for the underprivileged. Additionally, we are improving sanitation and hygiene by constructing and upgrading school toilets at schools in Rajsamand and Pali Rajasthan.

Skill Development, Livelihood Enhancement, and Women Empowerment continue to be pivotal to our CSR strategy. We have launched the Advance Sewing Machine Operator (ASMO) program in Noida, training underprivileged women with a blend of theoretical and practical skills, further enriched with modules on English, IT, and soft skills. Project IGL SETU (Skilling, Empowering & Training the Underserved) is actively creating pathways for youth to become qualified Allied Health Professionals. In an innovative step towards empowering



Mr. Kamal Kishore Chatiwal, Managing Director with Mr. Andrew Brodie, Chief Product Officer, Honeywell Automation India Ltd during signing of an agreement in the presence of Shri. Hardeep Singh Puri, Hon'ble Union Minister of Petroleum and Natural Gas at GASTECH 2024, Houston (USA)

18

Corporate Overview Statutory Reports Financial Statements

rural women, we are providing Remote Drone Pilot Training and Certification to women in Delhi, opening new frontiers in technology. Furthering specialized skill development, we are establishing a Perfume Lab at Hindu College, Delhi, and continuing our Gas Plumbing & Piping Training at the IGL Gas Plumbing Training Centre, ITI, Arab-Ki-Sarai, New Delhi.

Our focus on Education & Community Infrastructure Development is demonstrated through significant interventions. In Pali District, Rajasthan, we are enhancing infrastructure across five schools, providing water and sports facilities, constructing toilets, conducting sanitation & cleanliness awareness programs, and undertaking plantation drives. To support inclusive education, we are providing a "Braille Embosser" to the All India Confederation of The Blind, facilitating access to learning materials for visually impaired individuals.

Recognizing the importance of nurturing talent and national pride, your Company is also supporting the training of 10 athletes in their preparation to participate in Olympics.

These initiatives underscore our profound commitment to societal advancement and our sustained dedication to CSR, as elaborated 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:



  1. In the preparation of Annual Accounts for the financial year ended March 31, 2025, the applicable accounting standards have been followed;

    Mr. Kamal Kishore Chatiwal, Managing Director and Mr. Mohit Bhatia, Director (Commercial) in the presence of other senior officials of IGL, signing the MoU with the Noida International Airport (NIA) for developing CNG infrastructure around the airport in Jewar district of Gautam Buddha Nagar, Uttar Pradesh

  2. 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;

  3. 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;

  4. They have prepared the Annual Accounts for the Financial Year ended March 31, 2025 on a going concern basis;

  5. 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

  6. 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 R.K. Jain ceased as Chairman and Director of the Company

    w.e.f. January 14, 2025. Shri Sukhmal Kumar Jain, nominee of BPCL, was appointed as a Director and Chairman of the Company w.e.f. January 14, 2025. He ceased as a Chairman and Director of the Company w.e.f. May 01, 2025. Shri Raj Kumar Dubey, nominee of BPCL, was appointed as a Director and Chairman of the Company w.e.f. May 01, 2025.

    Shri Sanjay Kumar, nominee of GAIL, was appointed as a Director of the Company w.e.f. January 14, 2025. Shri Prashant Goyal, was appointed as a Director of the Company w.e.f. October 01, 2024 and ceased as a Director w.e.f. August 19, 2025. Ms. Niharika Rai was appointed as an Additional Director of the Company w.e.f. August 19, 2025. Shri Pankaj Kumar, ceased as a Director of the Company w.e.f. January 14, 2025.

    The Board takes this opportunity to place on record its appreciation for valuable contribution made by Shri R.K. Jain, Shri Sukhmal Kumar Jain, Shri Pankaj Kumar and Shri Prashant Goyal, 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., https://www.iglonline.net/uploads/files/ Familiarization-Programmes-for-Independent-Directors.pdf

    The Nomination & Remuneration Committee considers various

    criteria such as Knowledge/skill required, experience, Minimum

    19



    INDRAPRASTHA GAS LIMITED Annual Report 2024-25

    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.

    Mr. Mohit Bhatia, Director (Commercial), during the workshop along with the senior officials from Ministry of Petroleum and Natural Gas, organised by IGL under SATAT Scheme in Chandigarh.

    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 2024 -25 of M/s Agarwal S. & Associates, Practicing Company Secretaries is self-explanatory and does not call for any further comments.

    The Company has followed the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

    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 2024-25, 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.

    Increase in Authorised Share Capital

    The Authorised Share Capital of the Company was increased from Rs. 220 Crores to Rs. 1000 Crores pursuant to Shareholders approval by way of Postal Ballot held during the FY 2024-25.

    Issue of Bonus Shares

    In February, 2025, your Company had issued and allotted Bonus Shares to the shareholders in the ratio of one equity share of Rs. 2 each for every one equity share of Rs. 2 each of the Company held on record date i.e. January 31, 2025. Accordingly, the Paid up Equity Share Capital of the Company has increased from Rs. 140 Crores to Rs. 280 Crores.

    Particulars of Loans, Guarantees or Investments

    During the financial year 2024-25, your Company has granted loans amounting to Rs. 15.29 Crores to IGL Genesis Technologies Limited (Subsidiary Company). Further, your Company has invested Rs. 15.59 Crores for allotment of 51% shares in IGL Genesis Technologies Limited (Subsidiary Company) during FY 2024-25.

    During the financial year 2024-25, your Company has not given any guarantee.

    Mr. Kamal Kishore Chatiwal, Managing Director and Mr. Mohit Bhatia, Director (Commercial), signing the MoU with the Government of Rajasthan for



    setting up a 500 MW Solar plant facility.

    20

    Corporate Overview Statutory Reports Financial Statements

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

    For the financial year 2024-25, 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, 2025 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/ detailPage/policies

    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 2025-26.

    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 2024-25, status of complaints is as under:

    1. Number of Sexual Harassment Complaints received - 02

    2. Number of Sexual Harassment Complaints disposed off - 02

    3. Number of Sexual Harassment Complaints pending beyond 90 days. - NIL

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 details of the Whistle Blower Policy are available on the website of the Company: https://www.iglonline.net. Besides Whistle Blower Policy, the Company has also framed Vigil Mechanism Policy. The stakeholders can lodge their complaint(s) to Chief Ethics & Vigilance Officer of the Company.



Mr. Kamal Kishor Chatiwal, Managing Director, and Mr. Mohit Bhatia, Director (Commercial), along with senior officials of IGL, convened at Muzaffarnagar GA for a strategic brainstorming session focused on growth, future opportunities, and shaping the company's long-term roadmap.

21



INDRAPRASTHA GAS LIMITED Annual Report 2024-25

Cost Auditors

Your Company had appointed M/s Ramanath Iyer & Co., New Delhi as Cost Auditors for the FY 2024-25.

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 re-appointed M/s Ramanath Iyer & Co., Cost Accountants, as the Cost Auditors of the Company for the FY 2025-26. 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 Agarwal S. & Associates, Practicing Company Secretaries, New Delhi, as its Secretarial Auditors to conduct the Secretarial Audit of the Company for the FY 2024-25. The Report of Secretarial Auditor for the FY 2024-25 is appended as Annexure 3 to this report.

Remarks referred to in the Secretarial Auditors' Report for FY 2024-25 of M/s Agarwal S. & Associates, 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, 2025, 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 2025-26.

The Notes on financial statements referred to in the Auditors' Report for FY 2024-25 of M/s PKF Sridhar & Santhanam LLP, Chartered Accountants are self-explanatory and do not call for any further comments.

Supplementary Audit by CAG

Review and Comments of CAG, on Standalone and Consolidated financial statements for the FY 2024-25 form part of financial statements of the Company. CAG has commented that the figure of Other Operating Revenues include an amount of Rs.15.18 Crores on account of recovery of penalty from customers for delay in payment. As the same is in nature of finance income to the Company, it should have been presented as other income instead of including under other operating revenues.

In this regard, the Company has submitted to CAG that the amount collected from the customers towards Late Payment charges does not include any significant financing component, and also, the same was related to the operations of business which includes realization of customers' dues. Accordingly, the same was included under "Other Operating Revenues". However, based on discussion with CAG, and also reviewing industry practice in this regard, the Company has agreed to reclassify the same under "Other Income" from Q1 of FY 2025-



Mr. Kamal Kishore Chatiwal, Managing Director and Mr. Mohit Bhatia, Director (Commercial) addressing the employees of IGL during National

Safety Week 2025.

22

Corporate Overview Statutory Reports Financial Statements

26. The same is only reclassification matter, and do not have any impact on the profitability 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.

For and on behalf of Board of Directors

Sd/- Sd/-

Kamal Kishore Chatiwal Mohit Bhatia

Managing Director Director (Commercial)

Place: New Delhi Date: August 19, 2025

23



INDRAPRASTHA GAS LIMITED

Form No. AOC-1

Annual Report 2024-25

Annexure 1

Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures (Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Part "A": Subsidiaries

(Information in respect of each subsidiary to be presented with amounts in Rs.)

  1. Sl. No. One

  2. Name of the subsidiary IGL Genesis Technologies Limited

  3. The date since when subsidiary was acquired June 15, 2023

  4. Reporting period for the subsidiary concerned, if different from the holding Company's reporting period

  5. Reporting currency and Exchange rate as on the last date of the relevant financial year

    in the case of foreign subsidiaries.

    Same as holding co. Same as holding co.

  6. Share capital 67.56

  7. Reserves & surplus -13.10

  8. Total assets 105.92

  9. Total Liabilities 51.46

  10. Investments 0.00

  11. Turnover 0.30

  12. Profit before taxation -9.49

  13. Provision for taxation -0.21

  14. Profit after taxation -9.70

  15. Proposed Dividend 0.00

  16. Extent of shareholding (in percentage) 51.00

Notes: The following information shall be furnished at the end of the statement:

  • Names of subsidiaries which are yet to commence operations - Not Applicable

  • Names of subsidiaries which have been liquidated or sold during the year - Not Applicable

Part "B": Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures

Sl. No

Name of Associates or Joint Ventures

Central UP Gas Limited

(CUGL)

Maharashtra Natural Gas

Limited (MNGL)

1. Latest Balance Sheet Date

31.03.2025 (Unaudited)

31.03.2025 (Unaudited)

2. Date on which Associate or Joint Venture was associated or

acquired

21.06.2013

26.03.2015

3. Shares of Associate or Joint Ventures held by the Company on

the year end

No.

3,00,00,000

5,00,00,000

Amount of Investment in Associates or Joint Ventures

Rs. 68.12 Crores

Rs. 190.00 Crores

Extend of Holding (in percentage)

50%

50%

4. Description of how there is significant influence

Holding 50%

(Equity shares)

Holding 50%

(Equity shares)

5. Reason why the associate is not consolidated

Consolidated

Consolidated

24

Corporate Overview Statutory Reports Financial Statements

Sl. No

Name of Associates or Joint Ventures

Central UP Gas Limited

(CUGL)

Maharashtra Natural Gas

Limited (MNGL)

6. Net worth attributable to shareholding as per latest

Balance Sheet

Rs. 701.33 Crores

Rs. 2299.79 Crores

7. Profit / Loss for the year

Considered in Consolidation

Rs. 35.02 Crores

Rs. 326.27 Crores

Not Considered in Consolidation

Rs. 35.02 Crores

Rs. 326.27 Crores

Note: The figures are as per Consolidated Accounts for FY 2024-25 of the Company as approved by the Board in its meeting held on April 27, 2025

For and on behalf of Board of Directors

Sd/-

Kamal Kishore Chatiwal

Managing Director

Sd/-

Mohit Bhatia

Director (Commercial)

Place: New Delhi

Sd/-

Vivek Sahay

Sd/-

Sanjay Kumar

Date: August 19, 2025

Company Secretary

CFO

25



INDRAPRASTHA GAS LIMITED

Annual Report 2024-25

Annexure 2

ANNUAL REPORT ON CSR ACTIVITIES FOR THE FINANCIAL YEAR 2024-25

  1. Brief outline on CSR Policy of the Company:

    IGL acknowledges its inherent responsibility towards society, stemming from its business activities. We are committed to integrating ethical values and transparent operations to foster sustainable development and serve the diverse interests of our stakeholders. For IGL, being a responsible business means actively contributing to the well-being of the communities and the environment in which we operate. Our CSR initiatives are guided by the Board-approved CSR Policy, fully compliant with the Companies Act, 2013, the details of which can be found on the IGL website at https://www.iglonline.net.

  2. Composition of CSR Committee:

    Sl. No

    Name of Director

    Designation / Nature of Directorship

    Number of meetings of CSR Committee

    held during the year

    Number of meetings of CSR Committee

    attended during the year

    1. Dr. Simrit Kaur1

    Independent Director, Chairperson of

    the Committee w.e.f. June 13, 2024

    8

    7

    2. Dr. Shyam Agrawal

    Independent Director, Member of the

    Committee

    8

    8

    3. Dr. Manish Sitaram

    Dabhade2

    Independent Director, Member of the

    Committee w.e.f. October 18, 2024

    8

    5

    4. Shri Kamal Kishore

    Chatiwal

    Managing Director, Member of the

    Committee

    8

    8

    5. Shri Mohit Bhatia3

    Director (Commercial), Member of the

    Committee

    8

    8

    6. Shri Deepak Mishra4

    Independent Director, Member of the

    Committee

    8

    1

    1.Dr. Simrit Kaur has been appointed as Chairperson of the CSR Committee w.e.f. June 13, 2024.

    2.Dr. Manish Sitaram Dabhade has been appointed as Member of the CSR Committee w.e.f. October 18, 2024.

    3.Shri Mohit Bhatia, Director (Commercial) has been appointed as Member of the CSR Committee w.e.f. April 30, 2024.

    4.Shri Deepak Mishra ceased to be Chairperson and Member of the CSR Committee w.e.f. June 13, 2024.

  3. Provide the web-link(s) where Composition of CSR Committee, CSR Policy and CSR Projects approved by the board are disclosed on the website of the company.

    CSR Projects: https://www.iglonline.net

    CSR Policy: https://www.iglonline.net

    CSR Committee: https://www.iglonline.net

    Impact Assessment Reports: NA

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

    Not Applicable

  5. (a) Average net profit of the company as per sub-section (5) of section 135. Rs. 1936 Crores

    1. Two percent of average net profit of the company as per sub-section (5) of section 135. Rs. 38.71 Crores

    2. Surplus arising out of the CSR Projects or programmes or activities of the previous financial years. NIL

    3. Amount required to be set-off for the financial year, if any. 2.17 Crores

    4. Total CSR obligation for the financial year [(b)+(c)-(d)]. Rs. 36.54 Crores

    26

    Corporate Overview Statutory Reports Financial Statements

  6. (a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project). Rs. 4.28 Crores

    (Actual Disbursement)

    1. Amount spent in Administrative Overheads. Rs. 1.7 Crores

    2. Amount spent on Impact Assessment, if applicable. NIL

    3. Total amount spent for the Financial Year [(a)+(b)+(c)]. Rs. 5.97 Crores

    4. CSR amount spent or unspent for the Financial Year:

      Total Amount Spent for the Financial Year. (Actual Disbursement)

      Amount Unspent

      Total Amount transferred to Unspent CSR Account as per sub- section (6) of

      section 135.

      Amount transferred to any fund specified under Schedule VII as per second proviso to sub-section (5)

      of section 135.

      Amount.

      Date of transfer.

      Name of the Fund

      Amount.

      Date of transfer.

      Rs.5.97 Crores Rs. 30.57 Crores 29th April 2025 NA NIL NA

    5. Excess amount for set-off, if any:

      Sl. No

      Particular

      Amount

      (1)

      (2)

      (3)

      1. Two percent of average net profit of the company as per sub-section (5) of section 135 (after setting off of excess expenditure of previous years)

        Rs. 36.54 Crores

      2. Total amount spent for the Financial Year Rs. 36.54 Crores

      3. Excess amount spent for the Financial Year [(ii)-(i)] NIL

      4. Surplus arising out of the CSR projects or programmes or activities of the previous Financial Years, if any

        NIL

      5. Amount available for set off in succeeding Financial Years [(iii)-(iv)] NIL

  7. Details of Unspent Corporate Social Responsibility amount for the preceding three Financial Years:

    1

    2

    3

    4

    5

    6

    7

    8

    Sl.

    No.

    Preceding Financial Year(s)

    Amount transferred to Unspent CSR Account under

    sub- section (6) of section 135

    Balance Amount in Unspent CSR Account under sub- section (6) of section 135 (As on 31.03.2024)

    Amount Spent in the Financial Year

    Amount transferred to a Fund as specified under Schedule VII as per second proviso to sub-

    section (5) of section 135, if any

    Amount remaining to be spent in succeeding Financial Years

    Deficiency, if any

    Amount

    Date of

    Transfer

    1

    FY 2023-24

    Rs. 26.66 Crores

    Rs. 26.66 Crores

    Rs. 13 Crores

    NIL

    NA

    Rs. 13.66 Crores

    2

    FY 2022-23

    Rs. 3.04 Crores

    Rs. 0.31 Crores

    Rs. 0.13 Crores

    NIL

    NA

    Rs. 0.18 Crores

    3

    FY 2021-22

    Rs. 4.12 Crores

    Rs. 0.26 Crores

    Rs. 0.04 Crores

    Rs. 0.22 Crores

    29th April 2025

    NIL

    27



    INDRAPRASTHA GAS LIMITED Annual Report 2024-25

  8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year: No

    If Yes, enter the number of Capital assets created/ acquired: N.A.

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

    Sl.

    No.

    Short particulars of the property or asset(s) [including complete address

    and location of the property]

    Pincode of the property or asset(s)

    Date of creation

    Amount of CSR amount spent

    Details of entity/ Authority/ beneficiary of the registered owner

    (1)

    (2)

    (3)

    (4)

    (5)

    (6)

    CSR Registration

    Number, if applicable

    Name

    Registered

    address

    N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A.

    (All the fields should be captured as appearing in the revenue record, flat no, house no, municipal Office/Municipal Corporation/ Gram panchayat are to be specified and also the area of the immovable property as well as boundaries)

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

    NA

    For and on behalf of Board of Directors

    Date: August 19, 2025

    Sd/-

    Kamal Kishore Chatiwal

    Sd/-

    Dr. Simrit Kaur

    Place: New Delhi

    Managing Director

    Chairperson,

    CSR Committee

    28

    Corporate Overview Statutory Reports Financial Statements

    Annexure 3

    FORM NO. MR-3

    SECRETARIAL AUDIT REPORT

    FOR THE FINANCIAL YEAR ENDED ON MARCH 31, 2025

    [Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

    To

    The Members

    Indraprastha Gas Limited

    Regd. office : IGL Bhawan, Plot No. 4, Community Centre, Sector-9, R. K. Puram, New Delhi, 110022

    We have conducted the Secretarial Audit of the compliances of applicable statutory provisions and the adherence to good corporate practices by Indraprastha Gas Limited (hereinafter called 'the Company' or 'IGL'). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing our opinion thereon.

    Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2025 complied with the statutory provisions listed hereunder and also that the Company has proper Board- processes and Compliance- mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

    We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2025 according to the provisions of:

    1. The Companies Act, 2013 (the Act) and the rules made thereunder;

    2. The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;

    3. The Depositories Act, 1996 and the Regulations and Byelaws framed thereunder;

    4. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

    5. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act') : -

      1. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulation, 2011;

      2. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

      3. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

      4. The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; (Not applicable to the Company during Audit Period)

      5. The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; (Not applicable to the Company during Audit Period)

      6. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

      7. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; - (Not applicable to the Company during Audit Period)

      8. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (Not applicable to the Company during Audit Period)

      9. The Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018;

      10. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

    6. As informed by the management of the Company other laws applicable specifically to the Company based on its sector/industry are as follows:

  1. The Petroleum and Natural Gas Regulatory Board Act, 2006 and

  2. The Petroleum Act, 1934

29



INDRAPRASTHA GAS LIMITED Annual Report 2024-25

We have also examined compliance with the applicable clauses of the following:

  1. Secretarial Standards, as amended from time to time, issued by the Institute of Company Secretaries of India. -Generally complied with.

  2. The Listing Agreements entered into by the company with the National Stock Exchange Limited and BSE Limited in accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

    During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards etc. mentioned above subject to the following observations:

    1. The Company was not in compliance with the provisions pertaining to composition of the Board as per Regulation 17(1)(a) of SEBI (LODR) and second proviso to Section 149(1) of the Companies Act, 2013 as the Board was constituted without at least one independent woman director till May 06, 2024.

    2. The Company was not in compliance with the provisions pertaining to composition of the Board as per Regulation 17(1)(b) of SEBI (LODR) as half of the Board of Directors was not comprised of Independent Directors till August 15, 2024.

We further report that during the period under review, except as mentioned above the Board of Directors of the company was duly constituted as per provisions of the Companies Act, 2013, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Generally, adequate notices were given to all Directors to schedule the Board Meetings. Agenda and detailed notes on Agenda were also adequately sent, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting from Directors.

All the decisions made in the Board/Committee meeting(s) were carried out with the consent of requisite Directors/ Members present during the meeting and dissent / abstinence, if any, have been duly recorded/ incorporated in the respective Minutes.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) have levied monetary fines for non-compliance under Regulation 17(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure requirements) Regulations, 2015 for the quarter ended 30th June 2024 and 30th September 2024 for total of Rs. 6,43,100 (inclusive of GST @18%) each which the Company has paid.

We further report that during the audit period, following specific events/actions having a major bearing on the Company's affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards etc.:

During the period under review, the Company has allotted 70,00,00,800 fully paid-up Bonus Equity Shares of the face value of 2/- each. Paid-up equity share capital (Post-Bonus Issue) of the company is Rs. 280,00,03,200/-

For Agarwal S. & Associates,

Company Secretaries, ICSI Unique Code: P2003DE049100

Peer Review Cert. No.: 2725/2022

Sd/-

CS Shweta Jain

Place: New Delhi Partner

Date: 19.08.2025 FCS No.: 7152

UDIN: F007152G001029404 CP No.: 27503

This report is to be read with our letter of even date which is annexed as "Annexure A" and forms an integral part of this report.

30

Corporate Overview Statutory Reports Financial Statements

"Annexure A"

To,

The Members,

Indraprastha Gas Limited

Regd. office : IGL Bhawan, Plot No. 4, Community Centre, Sector-9, R. K. Puram, New Delhi, 110022

Our report of even date is to be read along with this letter.

  1. Maintenance of secretarial records is the responsibility of the management of the Company. Our Responsibility is to express an opinion on these secretarial records, based on our inspection of records produced before us for Audit.

  2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

  3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company and our report is not covering observations/comments/ weaknesses already pointed out by the other Auditors.

  4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulation and happening of events etc.

  5. The Compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis and to give our opinion whether Company has proper Board-processes and Compliance-mechanism in place or not.

  6. The Secretarial Audit Report is neither an assurance as to future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For Agarwal S. & Associates,

Company Secretaries, ICSI Unique Code: P2003DE049100

Peer Review Cert. No.: 2725/2022

Sd/-

CS Shweta Jain

Place: New Delhi Partner

Date: 19.08.2025 FCS No.: 7152

UDIN: F007152G001029404 CP No.: 27503

31



INDRAPRASTHA GAS LIMITED

Annual Report 2024-25

Annexure 4

Disclosures with respect to remuneration and other details as required Under Section 197(12) of Companies Act, 2013 and Rule 5(1) & (2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

  1. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year 2024-25;

    S. No

    Name of Director

    Director's Remuneration

    (Rs. in Lakhs)*

    Employee Median Remuneration

    (Rs. in Lakhs)

    Ratio

    1 Shri Kamal Kishore Chatiwal, Managing Director

    119.11

    23.58

    5.05:1

    2 Shri Mohit Bhatia, Director (Commercial)

    64.60

    21.71**

    2.98:1

    3 Shri Pawan Kumar, Director (Commercial)

    7.97

    1.87**

    4.26:1

    *Excluding commission on profit payable to parent organisations.

    ** Proportionate figure.

    Notes:

    1. Ratio of remuneration is not considered for non-executive directors.

    2. Shri Kamal Kishore Chatiwal appointed as Managing Director w.e.f. June 15, 2023.

    3. Shri Mohit Bhatia appointed as Director (Commercial) w.e.f. April 30, 2024.

    4. Shri Pawan Kumar ceased as Director (Commercial) w.e.f. April 30, 2024.

  2. The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year;

    S. No

    Name of Director*and KMP**

    % increase in remuneration

    1. Shri S. K. Jain, Company Secretary* 15.42%

    2. Shri Vivek Sahay, Company Secretary** 18.53%

    *Shri S.K. Jain superannuated from the Company on September 30, 2024.

    ** Shri Vivek Sahay appointed as Company Secretary w.e.f. October 01, 2024.

    • Shri Kamal Kishore Chatiwal, Shri Mohit Bhatia and Shri Pawan Kumar get remuneration from their employers i.e. GAIL & BPCL. Your Company has paid the amount including GST to promoters as secondment charges as these Directors are not the employees of the Company.

    • Shri Sanjay Kumar joined as CFO on deputation from BPCL w.e.f. June 01, 2022. Your Company has paid the amount including GST to BPCL (Promoter) as secondment charges as he is not the employee of the Company.

  3. In the financial year 2024-25, there was an increase of 7.47% in the median fixed pay of employees.

  4. The number of permanent employees on the rolls of Company as on March 31, 2025 was 720. The Company has maintained peaceful and harmonious relations with all its employees.

  5. Average percentage increase made in the salaries of employees other than the managerial personnel in the financial year was 6.75%.

  6. Details of top ten employees in terms of remuneration drawn for the financial year 2024-25 are as under:

    Sn No

    Employee Name

    Designation

    Total salary (Rs.)

    Qualification

    Experience (Years)

    Date of Joining

    Age (Years)

    Last Employment

    1 Shri Ajai Tyagi

    Executive

    Director

    1,25,39,714

    B.Tech

    (Electrical)

    35

    6/23/2003

    56

    India Glycols

    Limited

    2 Shri Bhudev Singh

    Executive

    Director

    1,18,09,966

    B.Tech

    (Mechanical)

    33

    4/10/2003

    57

    Tractabel

    Enginnering

    3 Shri Raman Kumar

    Srivastava

    Sr. Vice

    President

    1,15,10,707

    B.E.(Electronics)

    33

    12/26/2007

    54

    DCM Shriram

    Consolidated Ltd.

    32

    Corporate Overview Statutory Reports Financial Statements

    Sn No

    Employee Name

    Designation

    Total salary (Rs.)

    Qualification

    Experience (Years)

    Date of Joining

    Age (Years)

    Last Employment

    4 Shri Sanjeev Kumar Bhatia

    Executive Director

    1,14,74,543

    B.E.(Mechanical), MBA

    35

    5/1/2004

    59

    Chambal Fertilizers and

    Chemicals Ltd.

    5 Shri Amit Dixit

    Sr. Vice President

    1,12,40,271

    B.Tech (Mechanical),

    MBA

    33

    6/28/2003

    56

    Oswal Chemicals and Fertilizers

    6 Shri Amandeep Singh Narang

    Sr. Vice President

    1,10,19,550

    MBA (Marketing)

    32

    9/8/2005

    54

    India Trade Promotion

    Organisation

    7 Shri Rakesh Kishan

    Agrawal

    Vice

    President

    1,05,77,223

    B.E. (Automobile)

    29

    6/4/2010

    54

    Gujarat Gas

    Company Limited

    8 Shri Saubhagya Kumar

    Behera

    Sr. Vice

    President

    1,02,53,138

    MCA

    29

    9/11/2007

    54

    CDAC

    9 Shri Manjeet Singh

    Gulati

    Vice

    President

    95,56,345

    CA,ICWAI,CS

    24

    8/16/2010

    49

    FIMO India Mfg.

    Pvt. Ltd.

    10 Shri Rohit Jain

    Vice

    President

    95,01,519

    B.E - Electrical

    26

    8/1/2002

    49

    Mahanagar Gas

    Limited

    NOTES:

    • Remuneration includes salary, allowances, Leave Travel Allowances, Performance Linked Incentive, Company contribution to PF, gratuity, NPS and other perks.

    • None of the employees mentioned above hold more than 2% of the shares of your Company, alongwith their spouse and dependent children.

    • None of the employees mentioned above is a relative of any director.

  7. It is hereby affirmed that the remuneration paid is as per the Remuneration policy of the Company.

33

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