DIRECTORS' REPORT

Your Directors have pleasure in presenting the twenty-seventh Annual Report and the Company's audited financial statements for
the Financial Year ended March 31, 2026.

Physical Performance

During the year, the Company recorded sales as under:

Financial Results

The Company's financial performance for the year ended March 31, 2026 is summarised below:

Financial Reviews

During the year, the gross turnover of the Company has increased from H 16,399.70 Crores in FY 2024-25 to H 17,785.36 Crores in
FY 2025-26 showing an increase of 8%.

The Profit After Tax (PAT) decreased by 7% from H 1,467.59 Crores in FY 2024-25 to H 1,364.10 Crores in FY 2025-26.

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 2025-26 is H 1,543.51 Crores against
H 1713.01 Crores in the previous year.

Dividend

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

Your Company had also declared interim dividend of 162.5% i.e.
(H 3.25/- per share) paid during financial year 2025-26.

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 1024th CNG station in FY 2025-26.
In FY 2025-26, 70 new CNG stations were commissioned.
CNG capacity enhancement/ upgradation was done at 09
CNG stations and 23 stations were converted from Daughter
Booster to Online in FY 2025-26. With these achievements, the
Company has achieved total compression capacity of 129.81
lacs kgs per day and is catering to around 23 Lacs vehicles.

Your Company provides prepaid card facility for its CNG
customers in order to promote digital payments. Till now more
than 2,10,000 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-a-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 2025-26.

Piped Natural Gas Business

PNG - Domestic Connections

PNG continued to be focus area of the Company during FY
2025-26. The Company provided more than 3.70 lacs new
connections during the year 2025-26. In order to create the
PNG awareness further amongst target customers, a successful
campaign was run during the year. A significant growth of
24.22 MMSCM i.e. around 9.5% in PNG domestic sale have
been achieved in FY 2025-26, resulting in total sale of 279.25
MMSCM in FY 2025-26 as against total sale of 255.03 MMSCM
in FY 2024-25.

Your Company increased its steel pipeline network from
2347 kms in FY 2024-25 to 2602 kms in FY 2025-26 and its
MDPE network from 27,399 kms in FY 2024-25 to 29,734
kms in FY 2025-26.

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
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.
32% in new billable customers have been registered so far as
on 31.03.2026. Spot billing has been fully implemented in all
GAs, enabling 100% accurate retail bill generation in real time
with immediate hand-to-hand delivery leading to a notable
improvement in reading output of more than 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 has once again
achieved the significant milestone of 2 million electronic bill
delivery subscribers. Further, to enhance bill readability and
customer convenience, the PDF copy of the invoice is being
shared with all domestic customers through WhatsApp.
With consistent and firm efforts an average of 85% monthly
actual/retail meter reading collection have been achieved
during FY 2025-26 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 all GAs of the Company. 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 3.4 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 34.4 Lakhs connections
in Delhi & other geographical areas as on March 31, 2026.

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 4% i.e.
from 322.53 MMSCM in FY 2024-25 to 335.88 MMSCM in FY
2025-26 and in Commercial segment, your Company achieved
a growth of around 9% in sales volume i.e. from 88.43 MMSCM
in FY 2024-25 to 96.74 MMSCM in FY 2025-26.

Your Company is working with a focused approach to further
expand/ strengthen pipeline network by providing last mile
connectivity to the Industrial & Commercial establishments
in existing areas where pipeline grid is available and expand
pipeline network to cater to other industrial areas.

In Industrial & Commercial segment 1523 new registrations
were completed during the FY 2025-26 and pipeline laying
was started in new areas like Hapur, YEIDA in Uttar Pradesh,
Connaught Place, Bakoli, Okhla Phase 3 & 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, F&S
department 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.

In terms of number of customers, the industrial customer base
increased from 5265 in March 2025 to 5502 in March 2026
and commercial customer base increased from 6876 in March
2025 to 7576 in March 2026.

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.

As part of the Company's continued focus on expanding PNG
penetration and accelerating customer conversion, PNG Drive
2.0, implemented from January 2026, focused on customer
outreach through RWAs and residential societies, awareness
campaigns, simplified registration processes, customer incentive
schemes, and rollout of Spot Billing across all geographical
areas. The initiative also promoted digital registrations and
enhanced customer engagement through targeted on-ground
activities. During the last quarter of FY 2025-26, the initiative
resulted in over 1.65 lakh new connections, significantly
strengthening the customer acquisition momentum across
IGL's operational geographies. The initiative also enabled the
release of more than 400 commercial PNG connections during
January-March 2026.

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 H 747.76 Crores and
Profit After Tax of H 63.11 Crores for the financial year ended
March 31, 2026.

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 H 4,324.20 Crores and
Profit After Tax of H 538.90 Crores for the financial year ended
March 31, 2026.

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 one CNG
station 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 signed a Joint Venture Agreement with
Rajasthan Vidyut Utpadan Nigam Limited (RVUNL) for setting
up a greenfield Solar power plant of 500 MWp capacity with
an estimated equity investment of around H 450 Crores. Name
of the Joint Venture Company has been reserved as IGL
Rajasthan Renewables Ltd. with Ministry of Corporate Affairs
and registration of Joint Venture Company is in process.

Your Company has also floated a tender for setting up a Solar
plant of 200 MW in the state of Rajasthan.

Your Company has installed Solar panels at the canopy of IFC-V
CNG Station and the same has been commissioned.

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

LNG/LCNG

Currently, Two LNG/LCNG stations are operational, one in
Ajmer and the other one at Container Corporation of India
(CONCOR) Terminal, Dadri. Two additional stations, one each
in Rewari and Greater Noida along the Golden Quadrilateral
highway are under construction.

Additionally, a 100 TPD Municipal Solid Waste (MSW) based
CBG plant is commissioned at Ghoga Dairy, Narela, New Delhi,
a 250 TPD Spent wash plus Pressmud-based CBG plant is
commissioned at Kaithal and a 300 TPD Municipal Solid Waste
(MSW) based CBG plant is under planning stage at IFC Complex,
Ghazipur, Delhi, wherein a land parcel admeasuring ~10 acres is
already handed over by MCD to IGL, as part of your Company's
plan to invest in 10 CBG plants based on various feed stocks.
Joint Venture

The meter manufacturing facility under the Joint Venture
Company between IGL and Genesis Gas Solutions Private
Limited, named as IGL Genesis Technologies Limited, has been
commissioned and is in operation. The facility is located at an
industrial shed in Sector 145, Noida, taken on a long-term lease.

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.

Your Company is also exploring International opportunities for
CGD expansion and other related business segments.

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 sixteen plants, including direct pipeline injection
from six of them.

Information Technology

Your Company has continued the journey of digital
transformation while strengthening the vision of establishing
a robust technological roadmap with focus on customer-
centricity, service delivery, cybersecurity and operational
modernization. ERP & IT department as business enablers has
joined hands with business and senior leadership to undertake
various initiatives aimed at achieving faster service, better
customer access, improved transparency, and more reliable
digital experiences for the customers and employees.

Your Company has augmented the customer service portfolio
of applications through the rollout of Spot- Billing application,
enhancements in self-billing related functionalities, launch
of Dealer Owned Dealer Operated (DODO) portal and Kick¬
off of Advanced Sales Force CRM system. Roll-out of Spot¬
Billing in IGL GAs had enabled on-the-spot bill generation

and instant payments, improving convenience for customers
while supporting faster revenue realization. The self-billing
capability was also expanded to the web interface in addition
to the mobile application, increasing accessibility and enabling
more customers to manage billing digitally through their
preferred channel. Roll-out of DODO portal for automation &
streamlining the process of inviting & evaluating EOI for setup
of CNG stations with the integration of an online payment
gateway has further supported the transparency and ease in
payment collection.

The implementation of the Advanced Salesforce CRM project
had also started through Project Navdrishti, which represents a
strategic customer-focused milestone aiming to build stronger
customer relationship management capabilities, better service
coordination, and more structured engagement across
touchpoints. As a follow-on project, proposal was also initiated
for a new cloud-based contact centre solution for the IGL call
centre, designed as an omni-channel platform with enhanced
calling experience and call analytics.

Your Company had implemented e-office application
which has significantly reduced paperwork and time. This
has increased transparency & traceability and at the same
time shortened the response cycles and also has improved
internal coordination. Enhanced organizational readiness for
future digital service expansion through the development of
new low-code/no-code platform has also been ensured in
your company. Various existing applications viz. IGL intranet
shall also be migrated to this new platform shortly along
with development of new employee-centric applications to
enhance the operational efficiency.

Your Company has undertaken many other foundational
investments in network security, resilience, and modernization
of existing SAP ERP system that has improved service continuity
and customer confidence.

The implementation of EBRS, the Electronic Bank Reconciliation
System in your Company has improved reconciliation speed,
accuracy, and cash-flow visibility, which supports more reliable
financial operations and fewer delays in payment tracking.
Additional EMI and discount schemes for PNG domestic
customers in SAP, demonstrates a direct affordability and
retention-oriented customer initiative.

Your Company has continued to appreciate the necessity of
having a robust technological foundation built on seamless
network connectivity, secure cyber security posture and
reliable storage/server infrastructure for which a number of
measures and initiatives were undertaken. Advanced email
security was rolled out for employees and third-party staff to
ensure secure communication. A leading Endpoint Detection
& Response solution with integrated identity protection was
deployed to improve endpoint defence, AI-driven threat
detection, and incident response capability. Your Company had
engaged a specialist cybersecurity consultancy to strengthen
data protection governance, compliance posture, and control
frameworks. Cybersecurity awareness and training program
(Cyber Olympics) was launched at the IGL Corporate Office
to boost employee engagement and overall cyber resilience.
Your Company has also been conducting an independent
annual third party audit of cybersecurity controls which was
completed to identify gaps, validate controls, and define
maturity improvements.

Core network infrastructure is considered as a backbone of
robust communication system for your company has again set
up secure SD WAN connectivity at 189 IGL sites for enhanced
network security, performance and centralized management.
Your Company has also enhanced and augmented the existing
SAN (Storage Area Network) infrastructure with additional
storage along with implementation of "Safeguard copy” feature
as an additional initiative for strengthening cyber resilience
through ensuring protection from Ransomware by creating a
tamperproof immutable copy of production data.

Human Resources

Your Company recognizes that future challenges can be most
effectively addressed through a competent and motivated
workforce. We therefore place strong emphasis on developing,
engaging, and empowering our human resources to drive
sustained success. Your Company undertakes a range of
initiatives aimed at enhancing the value of human resource.
The Company periodically reviews HR Policies and employee
benefit programs to ensure they remain competitive and aligned
with best industry practices. Your Company accords highest
priority to employee wellness and well-being. In line with this
commitment, Mediclaim insurance coverage, conduct of yoga
programs, medical consultation programs were conducted for
the employees.

UpskiHing of employees forms an integral part of your Company's
Policy towards accomplishing organizational goal. Continuous
training, both technical and non-technical, is essential for the
personal and professional growth of employees. During the

year, our employees were provided with high quality technical
training programs such as Burckhardt Compressor Training,
Gas Engine Training, Coriolis Mass Flow Meters & Diagnosis etc.
The employees were also provided with other best of trainings
viz. Virtual AI Capability Building Program, online training
through Coursera, Customer Service Excellence, Business
Communication & Corporate Etiquette, Emotional Intelligence
& Self-awareness, Prevention of Sexual Harassment (POSH),
Power-Up IGL, Labour Laws & Statutory Compliances.

During the year, your Company successfully operationalized
the World Trade Centre (WTC) Office, New Delhi and Noida
Office, reinforcing the Company's infrastructure capabilities
while contributing to long-term cost optimization and
business expansion.

Employee engagement and organizational culture remained
a key priority. The publication of in-house Human Connect
magazine, the successful celebration of Foundation Day, and
the expansion of the IGL Ladies Club strengthened employee
and family connect while reinforcing the Company's values of
inclusivity, collaboration, and social responsibility.

The Company also undertook large-scale sports and
wellness initiatives, engaging employees for Chess, Cricket,
Carrom, Badminton, and Table Tennis tournaments, fostering
teamwork, camaraderie and a culture of well-being. A standout
achievement was the successful hosting of the prestigious PSPB
Chess Tournament at Karnail Singh Stadium, Delhi, featuring
participation from 21 Grand Masters and earning widespread
appreciation for its flawless planning, professional execution,
and exceptional hospitality.

Your Company inducted a number of young, talented
and experienced professionals to infuse knowledge and
expertise into the organization. A comprehensive induction
training program was also imparted to these newly inducted
professionals.

and controlled through an app-based Safety Work Permit
system to ensure safe execution and regulatory compliance.

To further build and enhance employee competencies,
specialized training programmes on Process Safety
Management (PSM) were conducted for employees to
strengthen technical capabilities and process safety awareness
across the organization.

Your Company's strong commitment towards emergency
preparedness and response is reflected through its robust
safety management practices. In order to evaluate the
effectiveness of the Emergency Response and Disaster
Management Plan (ERDMP), more than 500 on-site mock drills
were conducted during FY 2025-26, including participation in
more than 100 off-site mock drills organized in coordination
with district administration and external emergency response
agencies, demonstrating effective inter-agency coordination
and preparedness.

As part of its sustained efforts towards public and consumer
safety awareness, the Company conducted over 575 safety
awareness camps for PNG consumers at customer premises
and for CNG customers at CNG stations. In addition, safety
awareness messages were disseminated extensively through
FM radio, digital media, and social media platforms to
promote safe handling and usage of natural gas among the
wider community.

To strengthen awareness among key stakeholders, dedicated
safety awareness programmes were organized for CNG
Transport Associations and CNG Retro-fitment Centres, with
emphasis on the importance of periodic hydrostatic testing
of CNG cylinders and its role in enhancing operational safety
at CNG stations. Furthermore, under the "Dial Before Dig”
campaign, multiple workshops were conducted with various
agencies and district authorities to safeguard the integrity of
the gas pipeline network and prevent third-party damages.
Specialized safety awareness sessions were also organized for
officials of State Fire Services to familiarize them with critical
safety and emergency response aspects associated with City
Gas Distribution (CGD) operations.

certifications, including ISO 45001:2018 for Occupational
Health & Safety Management, ISO 9001:2015 for Quality
Management, ISO 14001:2015 for Environmental Management,
and ISO 50001:2018 for Energy Management Systems.

These certifications collectively reflect your Company's
enduring commitment towards maintaining the highest
standards of safety, sustainability, and operational excellence
through implementation of world-class HSE practices that
consistently exceed statutory and regulatory requirements.

Corporate Social Responsibility

Your Company remains steadfast in its dedication to CSR,
channelling efforts to create a meaningful and positive impact
on society. For FY 2025-26, we strategically expanded our core
pillars: Health & Sanitation, Skill Development & Livelihood
Enhancement with a emphasis on Women Empowerment, and
Education & Community Infrastructure Development across
IGL's Geographical Areas.

In Health & Sanitation, active projects include conducting eye
care and cataract surgery camps at IGL CNG stations, the 'Jan
Arogyam' initiative in Nithari, stray animal welfare in Noida, and
rural health infrastructure upgrades in Pali. We are deploying
an Advanced Life Support (ALS) Paediatric Ambulance at AIIMS,
Delhi, alongside cancer patient rehabilitation at Safdarjung
Hospital. Expanding healthcare outreach, upcoming rollouts
include a Mobile Medical Unit, a Mobile Dental Research centre
at Guru Gobind Singh Indraprastha University (GGSIPU), the
PM Divyasha Kendra in Chitrakoot, a Mental Wellness Centre in
Ghaziabad, and planned school sanitation blocks in Fatehpur.

Skill Development and Women Empowerment remain pivotal
to our strategy. Beyond completed and ongoing skill programs
across Delhi, Ghaziabad, and Banda, preparations are underway
to launch a specialized Apparel Skill Training project aimed at
sustainable women's livelihood generation.

In an innovative step towards community empowerment, we
successfully converted community halls into libraries in Delhi,
provided specialized mobile education and transport vehicles,
and completed extensive solar illumination across Bikaner,
Meerut, and Kanpur. Ongoing initiatives continue to support
333 Ekal Vidyalayas, smart classes for neurodiverse needs, and
school & sports stadium renovations in Rewari. Furthermore,
our developmental pipeline is set to construct new classrooms
in rural Kaithal, establish computer labs in Ajmer and install
solar street lights across Karnal & Kaithal.

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:

I. In the preparation of Annual Accounts for the financial
year ended March 31, 2026, the applicable accounting
standards have been followed;

II. They have selected such accounting policies and applied
them consistently except where otherwise stated in the
Notes to Accounts and made judgments and estimates
that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end
of the financial year and of the profit of the Company
for that period;

III. They have taken proper and sufficient care for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

IV. They have prepared the Annual Accounts for the Financial
Year ended March 31, 2026 on a going concern basis;

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

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

REPORTING OF FRAUDS BY AUDITORS

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

Directors

Shri Sukhmal Kumar Jain, Nominee of BPCL, ceased as
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. He
ceased as Chairman and Director of the Company w.e.f. April
01, 2026 and in his place Shri Subhankar Sen, nominee of BPCL,
was appointed as a Director and Chairman of the Company
w.e.f. April 01, 2026.

Shri Kumar Shanker, Nominee of GAIL, was appointed as the
Managing Director of the Company w.e.f. June 05, 2026,
in place of Shri Kamal Kishore Chatiwal who ceased as the
Managing Director and as a Director of the Company w.e.f.
June 05, 2026.

Ms. Niharika Rai, Nominee of NCT of Govt. of Delhi, was
appointed as a Director of the Company w.e.f. August 19, 2025
in place of Shri Prashant Goyal who ceased as a Director of the
Company w.e.f. August 19, 2025.

Tenure of Dr. Shyam Agrawal, Independent Director of the
Company, was extended as an Independent Director for a
period of one year w.e.f. December 06, 2025.

Shri Manjeet Singh Gulati, was designated as Chief Financial
Officer (CFO) w.e.f. May 21, 2026. Shri Sanjay Kumar, ceased
as CFO, w.e.f. May 21, 2026, as he was repatriated to BPCL,
Promoter Company of IGL.

The Board takes this opportunity to place on record its
appreciation for valuable contribution made by Shri Sukhmal
Kumar Jain, Shri Raj Kumar Dubey, Shri Kamal Kishore Chatiwal
Prashant Goyal and Shri Sanjay Kumar during their tenure as
the Chairman, Managing Director, Director and CFO of the
Company, respectively.

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/
Fami1iarisation%20Programmes%20for%20Independent%20
Directors 05 05 2026.pdf

Chairman (Non-Executive) of the Board of IGL is appointed
on a rotational basis for a term of two years by GAIL and
BPCL, Promoter Companies of IGL. The Managing Director
and Director (Commercia1) are nominated by GAIL (India)
Limited (GAIL) and Bharat Petro1eum Corporation Limited
(BPCL), respective1y and the terms and conditions of their
appointment inc1uding remuneration are advised by their
parent organizations.

The Nomination & Remuneration Committee considers
various criteria such as Know1edge/ski11 required, experience,
Minimum educationa1 qua1ification, age, ro1e in this Company,
gender, other requirements as per Companies Act, 2013 and
SEBI Listing Regulations while recommending the name of the
Independent Directors.

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

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

There were no significant or material orders passed by the
Regulators or Courts or Tribunals which impact the going
concern status and Company's operations in future and
there is no proceeding pending under the Insolvency and
Bankruptcy Code, 2016.

Corporate Governance

As per the requirement of the Listing Regu1ations, a detai1ed
Report on Corporate Governance and certificate regarding
comp1iance of conditions of Corporate Governance are
annexed as part of the Annua1 Report.

The Auditors' Certificate on Corporate Governance for FY
2025-26 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 Annua1 Report.

Deposits

During the financia1 year 2025-26, your Company has not
accepted any deposit within the meaning of Sections 73 and 74
of the Companies Act, 2013 read together with the Companies
(Acceptance of Deposits) Rules, 2014.

Particulars of Loans, Guarantees or Investments

During the financial year 2025-26, your Company has granted
loans amounting to H 12.75 Crores to IGL Genesis Technologies
Limited (Subsidiary Company).

During the financial year 2025-26, your Company has not
given any guarantee.

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

For the financial year 2025-26, 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, 2026
and composition of Audit Committee are given in Corporate
Governance Report.

Related Party Transactions

Policy on materiality of Related Party Transactions and on
dea1ing with Re1ated Party Transactions has been disc1osed on
the website of the Company at:-https://www.ig1on1ine.net/
detailPage/policies

Details of transactions with related parties are being
disc1osed separate1y in the Annua1 Report. As per Regu1ation
23 of Listing Regulations, prior approval of Shareholders has
been taken for Materia1 Re1ated Party Transactions for the
Financial Year 2026-27.

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 2025-26,
status of complaints is as under:

1. Number of Sexual Harassment Complaints received - 0

2. Number of Sexual Harassment Complaints disposed off - 0

3. Number of Sexual Harassment Complaints pending
beyond 90 days. - 0

MATERNITY BENEFIT ACT

Your Company has comp1ied with a11 app1icab1e provisions of
the Maternity Benefit Act, 1961 and subsequent amendments.

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.
During the Financial year 2025-26, the Enterprise Risk
Management (ERM) Policy was revised by the Company.

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. 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. During the Financial year
2025-26, the Vigil Mechanism and Whistle Blower policies
were revised by the Company. The details of the revised Whistle
Blower Policy are available on the website of the Company:
https://www.iglonline.net/detailPage/policies

Cost Auditors

Your Company had appointed M/s Ramanath Iyer & Co., New
Delhi as Cost Auditors for the FY 2025-26.

As per Section 148 read with Companies (Audit & Auditors)
Rules, 2014 and other applicable provisions, if any, of the
Companies Act, 2013, the Board of Directors of your Company
has appointed M/s Ramanath Iyer & Co., New Delhi, as the Cost
Auditors of the Company for the FY 2026-27. 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

During the Financial year, the Members approved the
appointment of M/s Agarwal S. & Associates, Practising
Company Secretaries, (Firm Registration No. P2003DE049100),
as the Secretarial Auditors of the Company for a term of five
consecutive years commencing from financial year 2025-26 till
financial year 2029-30. The Report of Secretarial Auditor for
the FY 2025-26 is appended as Annexure 3 to this report.

Remarks referred to in the Secretarial Auditors' Report for FY
2025-26 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, 2026,
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 athttps://www.iglonline.net/

Statutory Auditors and CAG Audit

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 2026-27.

The Notes on financial statements referred to in the Auditors'
Report for FY 2025-26 of M/s PSMG & Associates, Chartered
Accountants are self-explanatory and do not call for any
further comments.

CAG Conducts supplementary audit of Financial Statements
of your Company. For the FY 2025-26, CAG has given Nil
comments and the same forms part of the Financial Statements.

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/-

Kumar Shanker Mohit Bhatia

Managing Director Director (Commercial)

Place: Gurugram
Date: September 01, 2026