Equity Analysis

Directors Report

    Oil India Ltd
    Industry :  Oil Drilling / Allied Services
    BSE Code
    ISIN Demat
    Book Value()
    533106
    INE274J01014
    292.8660987
    NSE Symbol
    P/E(TTM)
    Mar.Cap( Cr.)
    OIL
    11.93
    82501.55
    EPS(TTM)
    Face Value()
    Div & Yield %:
    42.51
    10
    1.91
     

Dear Members,

On behalf of the Board of Directors, I hereby present the 65th Annual Report on the performance of your Company containing Audited Financial Statements together with the Auditors' Report and the Comments of the Comptroller and Auditor General of India for the year ended 31st March 2024.

During the year, with concerted efforts, your Company achieved significant performance milestones on both financial and physical parameters.

1. SIGNIFICANT HIGHLIGHTS

A. FINANCIAL HIGHLIGHTS

During the year, your Company has earned total income of ' 24,514.28 crore (Standalone) and ' 37,646.48 crore (Consolidated) as against '24,757.85 crore (Standalone) and ' 41,758.29 crore (Consolidated) in the previous year. The Net profit margin of the Company for the Financial Year (FY) 2023-24 was 25.09% (Standalone) and 19.23% (Consolidated).

The Profit Before Tax (PBT) in FY 2023-24 was ' 6,745.40 crore (Standalone) and '8,845.91 crore (Consolidated) against PBT of ' 8,857.04 crore (Standalone) and ' 13,143.88 crore (Consolidated) in the previous year. Your Company has registered Profit After Tax (PAT) at ' 5,551.85 crore (Standalone) and ' 6,980.45 crore (Consolidated) during the FY 2023-24 against ' 6,810.40 crore (Standalone) and ' 9,854.39 crore (Consolidated) in the previous year.

i) Key financial figures of the Standalone Financial Statement for FY 2023-24 are summarized below:

Particulars FY 2023-24 FY 2022-23
Income from Operations 22,129.79 23,259.61
Other Income 2,384.49 1,498.24
EBDITA 11,643.30 11,176.09
Finance Cost 760.08 724.19
Depreciation, Depletion and Amortisation 1,775.10 1,594.86
Exceptional items 2,362.72 -
Profit Before Tax 6,745.40 8,857.04
Profit After Tax 5,551.85 6,810.40
Appropriations
Interim Dividend 1,301.29 1,572.38
Final Dividend of previous year 596.42 542.20
Re-measurement of the net Defined Benefit Plans transferred from Other Comprehensive Income 45.68 75.82

* The amount of '2,362.72 crore is the accumulated Service Tax /GST on royalty till 31st March 2023 (including interest),

reported as exceptional item in the accounts for the year ended 31st March 2024. The matter is sub-judice before the Hon'ble Supreme Court.

ii) Key financial figures for our Group Performance [Consolidated] for FY 2023-24 are summarized below:

(' in crore)

Particulars FY 2023-24 FY 2022-23
Income from Operations 36,303.62 41,025.98
Other Income 1,342.86 732.31
EBDITA 14,304.12 15,991.71
Finance Cost 963.67 900.89
Depreciation, Depletion and Amortisation 2,128.98 1,946.94
Exceptional items 2,365.56 -
Profit Before Tax 8,845.91 13,143.88
Profit After Tax 6,980.45 9,854.39
Appropriations
Interim Dividend 1,301.29 1,572.39
Final Dividend of previous year 596.09 542.21
Re-measurement of the net Defined Benefit Plans transferred from Other Comprehensive Income 49.22 51.08

iii) Financial Performance of our Material Subsidiary

Numaligarh Refinery Limited (NRL) registered PAT of ' 2,160.11 crore during FY 2023-24 as compared to ' 3,702.79 crore in the previous year. It also registered revenue from operations during the FY 2023-24 at ' 23,730.61 crore as compared to ' 29,785.60 crore in the previous year. Profit before tax (PBT) for the FY 202324 was lower by 41.20% at ' 2,912.37 crore as compared to ' 4,953.23 crore of the previous year mainly due to refinery shut down followed by fire incident in the

- Numaligarh Refinery Limited -

Hydrocracker Unit of the refinery during Apr-Jun 2023 of the FY 2023-24. The Compound Annual Growth Rate (CAGR) for PAT stood at 24.96% since commencement of commercial production. The Earning per Share (EPS) for the FY 2023-24 stood at ' 13.95.

iv) Capex Performance:

On a group level, Company has made capex investments of '14,675.72 crores during FY 2023-24 including '8,501.90crores capex investments by its material subsidiary Numaligarh Refinery Limited and '1,307.35 crores towards OIL's proportionate shares in capex of its JVs & Associates.

v) Bonus Shares Issue [2024]

The Board of Directors in its 554th Meeting held on 20th May, 2024 had recommended the issue of Bonus Shares in the ratio of 1:2 i.e. 01 (one) equity share of ' 10/- each for every 02 (Two) existing equity shares of ' 10/- each fully paid up subject to the approval of the Shareholders. As per the extant regulations, the Bonus Shares should be traded on the Exchanges within two months from the date of Board approval i.e 19th July, 2024. Approval of the Shareholders was sought through E-Voting / Postal-Ballot. The Proposal was approved by the Shareholders by overwhelming majority on 23rd June, 2024. Thereafter, the Committee of the Board viz. Bonus Issue Committee approved allotment of 54,22,02,597 equity shares of ' 10/- each as fully paid-up Bonus Equity Shares on 4th July, 2024, to the eligible Members whose names appear in the Register of Members / list of beneficial owners as on 02nd July, 2024 [Record Date]. After, the necessary approvals the Shares were listed for trading by the Stock Exchanges w.e.f 15th July, 2024.

vi) Contribution to Exchequer

The Company has been one of the largest contributors to the Government exchequer in the form of duties, taxes and dividend. During the FY 2023-24, an amount of '11,418.19 crore was paid to the exchequer as against '12,330.17 crore paid in the previous year. An amount of ' 7,206.67 crore was paid to the Central Exchequer and '4,211.53 crore to the States Exchequers compared to ' 7,854.04 crore and ' 4,476.13 crore paid in the previous year, respectively.

B. OPERATIONAL HIGHLIGHTS

(i) Crude Oil

During the FY 2023-24, crude oil production was 3.359 MMT as against the production of 3.176 MMT in the previous year, which is 5.76% growth over the last year. The crude oil sale was 3.288 MMT as compared to 3.078 MMT during the previous year.

Your Company was able to increase its production by arresting decline from old fields by use of IOR/EOR techniques, monetization & quick development of new discoveries, production optimization, induction of new technology, recovery from missed opportunities, infill drilling, monetization of sick wells, Cyclic Steam Stimulation (in Rajasthan) and upgradation of surface facilities & infrastructure.

However, due to various reasons like environment (protests, local bandhs, strikes etc.) and impact of LMD of NG there was an opportunity loss of crude oil of 0.001615MMT not attributable to the Company.

Despite the fact that there is 5.76% increase in crude oil production, revenue from crude oil has decreased marginally due to decrease in crude oil price in the FY 2023-24. The price realization in respect of crude oil was USD 83.03/bbl in the FY 2023-24 as against USD 95.47/bbl in the previous year, registering decrease of USD 12.44/bbl.

(ii) Natural Gas

During the FY 2023-24, natural gas production was 3182 MMSCM, which was highest ever achieved since inception. The natural gas production during the previous year was 3180 MMSCM. The Sale of natural gas during FY 2023-24 was 2521 MMSCM as compared to 2507 MMSCM during the previous year.

However, opportunity loss in natural gas production due to LMD and low upliftment by major consumer is 297.257 MMSCM which is not attributable to the Company.

Despite the fact that there is marginal increase in natural gas production, revenue from natural gas has declined due to decrease in natural gas price in the FY 2023-24. The average natural gas price realization was USD 6.5 / MMBTU in the FY 2023-24 as against USD 7.34 / MMBTU in the previous year, resulting in decrease of USD 0.84/MMBTU.

Further, the total oil & gas production during FY 2023-24 is 6.541 MMTOE O+OEG (oil & oil gas equivalent), which is also the highest ever O+OEG production since inception.

(iii) Liquefied Petroleum Gas (LPG)

In the FY 2023-24, the availability of the LPG Recovery Plant was 99.52% and the plant effciency in terms of butane recovery was 98.87% compared to the design figure of 98%. The plant processed an average of 1.83 MMSCMD (66.18 MMSCFD) gas with an average butane of 1.00% (v/v) in the feed gas in FY 2023-24 as against 1.86 MMSCMD (67.22 MMSCFD) gas with an average butane of 1.00% (v/v) in feed gas processed in the previous year. The LPG Recovery Plant was in operation for 337 days and 31,550 metric tons of LPG was produced during the year. Along with LPG, 20,085 metric tons of Condensate was also recovered as by-product which was added to the crude oil production of the Company. LPG Filling Plant was in operation for 292 days. Revenue earned by selling LPG during FY 2023-24 was ' 170.40 crores.

As part of a concerted strategy, your company has closed down bottling operations of the LPG filling plant w.e.f 01.04.2024 and now the entire quantity of LPG produced is getting dispensed in bulk tankers to IOCL.

Net realization of Condensate was ' 34.13 crores in the FY 2023-24 as against ' 52.15 crore in the previous year.

(iv) Pipeline Operations

During the FY 2023-24, crude oil pipeline transported 6.74 MMT of crude oil as against 6.79 MMT in the previous year. The Digboi-Naharkatia-Bongaigaon sector transported 3.25 MMT of crude oil for the Company and 1.03 MMT of crude oil for ONGC. The Barauni-Bongaigaon sector transported 2.42 MMT of imported crude oil for Bongaigaon Refinery. The Company delivered 2.901 MMT of crude (Assam+ imported) to Bongaigaon refinery during FY 2023-24 which is highest since inception. The Company also transported 1.154 MMT of petroleum products through Numaligarh- Siliguri Product Pipeline with pipeline utilization of 67.05%.

The total revenue earned from transportation business was ' 533.66 crore (excluding ' 11.82 crore earned from telecom business) in the FY 2023-24 against ' 649.85 crore (excluding ' 11.81 crore earned from telecom business) in the previous year.

(v) Renewable Energy

As of 31st March 2024, the total installed capacity of the Company for renewable energy is 188.1 MW. This comprises 174.1 MW from wind energy projects and 14.0 MW from solar energy projects. Additionally, the Company operates solar plants with a capacity of 0.926 MW for captive utilization. Throughout the FY 2023-24, the Company generated revenue of '112.30 crore from its renewable energy projects.

In response to the dynamic nature of the Renewable Energy Industry, the Company has undertaken efforts to align its plants with market demand. This involved comprehensive revamp of all its plants. Consequently, there was a shortfall in generation compared to the previous year due to the implementation of this plan. However, these initiatives are expected to lead to improved performance and enhanced generation in the future.

(vi) Operational Performance of NRL

NRL processed 2510 TMT of crude oil during the FY 2023-24, operating the refinery at 108% of the design capacity during the third and fourth quarters. Domestic crude oil availability from OIL and ONGC was high and there was buildup of crude oil inventory in the refinery because of extended shut down of the refinery in the first quarter. Crude oil processed by the refinery includes 2458 TMT of domestic crude oil and 52 TMT of imported crude oil.

Refinery throughput could be maintained at a higher level during the remaining three quarters after turnaround in view of the improved reliability of the refinery units. Secondary processing units, Diesel Hydrotreater (DHDT) and Hydrocracker Unit (HCU), were operated at a maximum throughput of 116% and 105% consistently during the last two quarters. The refinery also recorded the highest ever monthly crude oil processing of 287 TMT during December'23 against previous highest of 284 TMT in January'23.

Numaligarh Refinery Expansion Project (NREP) aims to enhance the crude processing capacity of NRL from 3 MMTPA to 9 MMTPA at the same time enabling the company to process a variety of high sulfur crudes.

C. EXPLORATION HIGHLIGHTS

i) Exploration Thrust: Acquiring Acreages

Your Company's in-country operations are spread over areas in the states of Assam, Arunachal Pradesh, Mizoram, Tripura, Nagaland, Odisha, Andhra Pradesh & Rajasthan and offshore areas in Andaman, Kerala-Konkan & KG shallow waters. The Company is operating in 01 (one) PEL and 25 (twenty-five) PML areas, allotted under the nomination regime in the states of Assam, Arunachal Pradesh and Rajasthan. The Company is currently carrying out exploration activities in 27 OALP blocks in the states of Assam, Arunachal Pradesh, Tripura, Nagaland, Odisha, Rajasthan and offshore areas in Andaman and Kerala-Konkan out of the 30 OALP Blocks awarded under different OALP Bid Rounds (valid PEL were available for 29 OALP Blocks). The Company also holds Participating Interest (PI) in 04 (four) NELP Blocks with operatorship in 02 (two) Blocks and as non-operator in the remaining 02 (two) Blocks as on 31st March, 2024. The Company also has 3 (three) DSF blocks as operator, one block each in Tripura and Krishna-Godavari Shallow Offshore under DSF-II Bid round and one block in Rajasthan under DSF-III Bid round.

Your Company has further expanded its acreage base through participation under OALP Bid Round-VIII and successfully acquired 01 (one) block in Assam. The Revenue Sharing Contract (RSC) for the block was signed on 03rd January, 2024. With acquisition of new acreage of 2057.63 Sq. KM, the total domestic operating acreages of the Company is 58,564.2 Sq. KM as on 31st March, 2024.

The strategy of your Company is to further consolidate its position as the leading Operator in North-East and expansion in Rajasthan, in Mahanadi Basin Odisha and offshore Andaman & Nicobar and Kerala Konkan Basin with the long-term vision to supplement existing domestic reserves portfolio in-line with the Government of India's vision to intensify exploration in Indian sedimentary basins and increase domestic oil and gas production.

ii) Exploration Activities and Discoveries

Your Company has carried out 378.72 LKM of 2D and 248.73 Sq. Km. of 3D seismic survey during the FY 2023-24. So far, out of 29 OALP blocks with valid PEL, the Company has completed committed seismic acquisition in 24 OALP blocks and acquisition is under progress in 4 blocks. Seismic commitment in two blocks could be partially accomplished due to logistics issue, local problems and statutory clearance related issues. The Revenue Sharing Contract (RSC) for one of the Block was signed on 03rd January, 2024 for which the seismic data acquisition will commence in FY 2024-25. Your Company drilled 17 (seventeen) exploratory wells and 44 (forty-four) development wells during FY 2023-24, with a total of 61 wells, which is an alltime high since inception.

Through a concerted strategy of near field exploration, your Company has made 1 (one) oil discovery in Assam which was also brought on production. The discovery at South-Baghjan-10 was also monetized with production during the FY 202324 is 0.00412 MMT.

The Company achieved Reserve Replacement Ratio (RRR) of 0.97 under 2P category during the year. Under OALP regime, the Company has completed drilling of four (4) nos. of exploratory wells - Wells Puri-1 & Puri-2 in MN-ONHP-2018/2 Block, Well Cuttack-1 in MN-ONHP-2018/5 Block in Odisha, and Well NRB-1 in AA-ONHP-2017/20 Block in Assam. The Company is also currently drilling another Well Jambeshwar-1 in RJ-ONHP-2019/2 OALP Block in Rajasthan.

In order to cover leftover seismically inaccessible areas which could not be acquired under NSP campaign, the Company has been entrusted by Govt of India to carry out Airborne Gravity Gradiometry & Gravity Magnetic survey in unappraised areas of Nagaland, Manipur, Southern parts of Mizoram, North Cachar Hills, parts of Arunachal Pradesh, Cauvery, Bastar, Satpura, Spiti-Zanskar and Karewa. A total of 42,943.09 flight LKM of data was recorded, processed & interpretated. The project was completed on 31st March, 2024.

Further, your Company has carried out the first ever Low Frequency Passive Seismic (LFPS) study that analyses the spectrum of ambient seismic waves to identify potential hydrocarbon accumulations in the subsurface. LFPS survey was planned as a pilot project to assess its efficacy to mitigate exploration risk in Company's operational areas. Accordingly, a pilot survey is being carried out through industry- academia collaborative study. Analysis of observed data in Phase-1 of the project has been completed and showed encouraging results. Phase-II of the project is currently under progress for the evaluation of LFPS efficacy in mapping sub-surface structures and hydrocarbon-water contacts. The study is likely to be completed in August, 2024.

Considering OIL's above cited 2D, 3D and AGG survey, total equivalent Seismic survey for the year stands at 892 Sq. Km. in FY 2023-24.

iii. Oil and Gas Reserves

a. Domestic

Your Company has strong oil and gas reserves base in domestic assets including JVs. The Reserves accrued during the FY 2024-25 is 5.8527 MMToE (2P). The particulars of oil and gas reserves as on 1st April, 2024 are furnished below:

Reserves 1P 2P 3P
Oil + Condensate Reserves (MMT) 30.0955 69.6531 90.5067
Balance Recoverable Gas (BCM)* 89.4832 139.2098 178.9698
O+OEG (MMTOE) 107.8960 190.3455 245.8504

*Based on projected volume of gas under various sales contracts, 1P, 2P and 3P Gas Reserves are 29.9890, 55.2890 and 63.9280 BCM respectively.

b. Overseas

As of 1st April, 2024, the oil & gas reserves position of 04 (four) overseas producing assets (Company's Proportionate Share), namely, Vankorneft (Russia), Taas Yuryakh (Russia), Petro Carabobo (Venezuela) and Golfinho-Atum (Mozambique) are furnished below:

Reserves 1P 2P 3P
Oil + Condensate Reserves (MMT) 9.1081 23.1809 39.0815
Gas (BCM) 12.1135 20.7663 24.6749
O+OEG (MMTOE) 21.2216 43.9472 63.7564

2. CAPITAL STRUCTURE

The Authorized Share Capital of the Company is ' 2000 crore. As on 31st March, 2024, the Issued, Subscribed and Paid up Share Capital of the Company was '1084.41 crore [comprising of 108.44 crore shares of '10 each] which has increased to '1626.61 crore [comprising of 162.66 crore shares of '10 each] post Bonus Issue of 54.22 crore shares [@ 1:2] on 4th July, 2024 (Date of allotment). At present, the Government of India, the Promoter of the Company, is holding 56.66% of the total Issued & Paid-up Capital of the Company. The balance 43.34% of the Equity capital is held by Public and others including Bodies Corporate, Mutual Funds, Banks, Foreign Portfolio Corporates, Resident Individuals etc.

3. DIVIDEND

Your Company paid 1st Interim Dividend @ '3.50 per share (i.e. 35% on the paid-up equity share capital) amounting to '379.54 crore and 2nd Interim Dividend @ '8.50 per Share (i.e. 85% on paid up equity share capital) amounting to '921.74 crore for FY 2023-24. The Board of Directors has recommended a Final Dividend of '2.50 per share (i.e. 25% on the paid-up equity share capital

- Post Bonus Issue) for FY 2023-24, subject to the approval of the shareholders at the 65th Annual General Meeting of the Company.

4. CREDIT RATINGS

The Company's financial prudence is reflected in the current credit ratings ascribed by the ratings agencies as given below:

Category Rating Agency Rating Remark
International
Long Term Moody's Investor Service Baa3 (Stable) At par with India's Sovereign rating
Long Term Fitch Ratings BBB- (Stable) At par with India's Sovereign rating
Domestic
Long Term CRISIL CRISIL AAA (Stable) Highest Rating
Short Term CRISIL CRISIL A1+ Highest Rating
Long Term CARE Ratings CARE AAA (Stable) Highest Rating
Short Term CARE Ratings CARE A1+ Highest Rating

5. DETAILS OF LOANS, GUARANTEES AND INVESTMENTS/ DEPOSITS

The particulars of investment made, loans extended, guarantees and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statements. (Ref. Note no. 6, 8, 17 & 43 to the standalone financial statements).

6. RELATED PARTY TRANSACTIONS

All contracts / arrangements / transactions entered by the Company during the year with related parties were in ordinary course of business and at arm's length basis. The policy on materiality of related party transactions and dealing with related party transactions may be accessed on the Company's website at www.oil-india. com. Attention is also invited to Note-46 to the financial statements and Form AOC-2 attached herewith.

7. HUMAN ASSETS

Human Resource Management is an integrated approach focusing on Organization's faith to work with people to manage change and strive for continued excellence. The Company believes in building positive employee-employer relationship by nurturing initiatives, innovations and aspirations of the employees. It is ensured that the human resource policies and practices are sensitive to employees' needs.

As on 31st March 2024, the Company has 6,492 employees consisting of 1,771 executives and 4,721 unionized employees. During the year, the Company has taken a number of measures to improve performance management and performance culture in the Company through policy interventions and improvement of systems and processes. Some of the important measures includes enhancing transparency and objectivity of HR processes, adoption of competency-based HR tools, improving speed and efficacy of HR service delivery through IT based processes, etc. Company has taken number of initiatives like Succession Planning Management for the senior positions, developing of technical competency framework for all the disciplines and developing online learning management system for its workforce.

8. SPORTS

The Company believes that sports is an integral part of all round development of human personality and achieving excellence in sports has real bearing on national prestige and morale. Therefore, employees are encouraged to participate and excel in sports. The Company has actively supported and promoted sports under the umbrella of Petroleum Sports Promotion Board (PSPB), All India Public Sector Sports Promotion Board (AIPSSPB) and other bodies duly recognized by the Government of India. The Company participated in various sports events in Football, Golf, Cricket etc. during the year.

Some of the glimpses of our Company in sports are:

• OIL Team was the Winner / Champion in the 43rd PSPB Inter-Unit Football Tournament, ATPA Shield Football Tournament, 19th Captain Jintu Gogoi Vir Chakra Memorial Invitational Football Tournament, 75th All India Independence Day Cup Football Tournament, 69th Bharat Ratna Lokopriya Gopinath Bordoloi Trophy Football Tournament, 15th Bodousa Cup football tournament and 36th Shyamala Sundari Shield Invitation Football Tournament.

• Our team emerged as Runner-up in the 31st PSPB Inter Unit Basketball Tournament.

• Table Tennis Women Team emerged as the winners, Men and Veteran Team were the 2nd Runner-up in the 42nd PSPB Inter-Unit Table Tennis Tournament. Meanwhile, in Women and Men Singles Individual event, our players were the Runner-up and 2nd Runner up in the singles category respectively while in the women doubles and veteran doubles individual event, OIL players emerged as the winners.

• Company's Men and Veteran Lawn Tennis team finished third and second in the men's and men's veteran team event respectively.

• OIL-A & OIL-B team emerged as Winner and Runners-up respectively in the 44th PSPB Inter Unit Golf Tournament.

• Company's Veteran Men Team emerged as Winner, wherein Men and Women Team were Runner-up and 2nd Runner-up in the team event respectively in 5th PSPB Inter-Unit Squash Tournament.

• OIL team emerged as 2nd Runners-up in the 43rd PSPB Inter-Unit Volleyball Tournament and Runners-up in the AIPSSCB Volleyball Tournament.

• Company's Table Tennis Men Team emerged as winners in the Team event and winners in the Individual event of Men's and Women's Event in the AIPSSCB Table Tennis Tournament.

• Our Badminton Women's team emerged as the Winner in the Singles Event, Men Team emerged as the Runner's up in Singles event and Men Veteran Team and Women Double's Team were the 2nd Runner-up in the 42nd PSPB Inter-Unit Badminton Tournament. Ms. Anupama Upadhyaya was adjudged as the Player of the Tournament. The All India Ranking of Ms. Anupama Upadhyaya in Women Badminton Category is 7 (Seven) and World Ranking in Women Badminton Category is 44 (Forty Four).

• OIL Bridge team secured second prize in the pair event of the 43rd PSPB Inter Unit Bridge Tournament.

9. IMPLEMENTATION OF GOVERNMENT DIRECTIVES FOR PRIORITY SECTIONS

The Company attempts to comply with the directives of the Government of India for priority sections of the society. The representation of various priority sections in executive and unionized employees categories in the Company as on 31st March, 2024 are as under:

Category SC ST OBC Minority PWD Women
Executives 266 160 500 129 42 225
Unionized 416 771 2173 276 121 271
Employees
Total 682 931 2673 405 163 496

10. IMPLEMENTATION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL)

ACT, 2013

The Company is committed towards prevention of sexual harassment of women at workplace and takes prompt action in the event of reporting of any such incident. The Company has in place, a mechanism for prevention of sexual harassment in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. In this regard, each sphere has duly constituted Internal Complaints Committees (ICCs) to deal with sexual harassment complaints, if any and to conduct enquiries.

The disclosure regarding complaints under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 during the FY 202324, is as under:

Sl. no. Particulars Number of complaints
1 Number of complaint filed during the financial year One (01)
2 Number of complaint disposed of during the financial year One (01)
3 Number of complaint pending as on the end of the financial year NIL

11. CORPORATE GOVERNANCE

In compliance with the SEBI (LODR)Regulations, 2015, the Management Discussion & Analysis Report, Corporate Governance Report and Business Responsibility and Sustainability Report have been furnished as part of this Annual Report. Your Company also complies with the Corporate Governance Guidelines enunciated by the Department of Public Enterprises, Government of India.

Your Company has published the Business Responsibility and Sustainability Report [BRSR] with BRSR Core Assurance which is hosted on the website on the Company on the link : https://www.oil-india.com/ Document/Financial/Business_Responsibility_and_ Sustainability_Report_for_FY_2023-24.pdf

12. RTI ACT, 2005

The Company has implemented Right to Information Act, 2005 in order to provide information to citizens while ensuring accountability & transparency. OIL, being a Public Authority as defined in Sec 2(h) of the Act, is obligated to fulfil all of its responsibilities under the Act. To carry out the tasks outlined in the Act, each sphere has a designated Central Public Information Officer (CPIO), Central Assistant Public Information Officer (CAPIO), and Appellate Authority. In line with the Government directives, the RTI Cell is successfully processing and disposing RTI Applications through the Government portal namely, RTI Online. The RTI section on the Company's website is also being maintained and updated with all disclosable information as per the guidelines of proactive disclosure under the RTI Act. During the FY 2023-24, the Company handled following applications and appeals under the RTI Act, with the majority of the cases ensuring that the reply/order was provided within the statutory 30 days period:

RTI Status for the FY 2023-24 (as on 31st March, 2024)

Total Applications Applications Disposed Pending Applications First Appeal before Appellate Authority Appeals disposed of Pending Appeals
310* 280 30 45 42 3

(*Includes Applications carried over from the previous FY)

13. IMPLEMENTATION OF OFFICIAL LANGUAGE(RAJBHASHA)

The Company strives for increased use of Official Language [Hindi] in official works in line with the Official Language Policy/Act/Rules/ Orders of the Govt. of India. Hindi Workshops were conducted regularly so as to enable officers and employees to work in Hindi conveniently and efficiently. Quarterly Meetings of Official Language Implementation Committee were also held periodically. The responsibility of Chairmanship of Town Official Language Implementation Committee (TOLIC), Duliajan is being undertaken by the Company. Half-yearly meetings of TOLIC were organised as per schedule of Department of Official Language, Govt. of India. Executives/ Employees were encouraged to attend Hindi Training Classes and to write more and more words in Hindi through Incentive Scheme formulated by the Company. Total 356 Nos. of officers and employees took training of Hindithrough workshop in Official Language Section. 46 officers and employees were passed the Hindi Prabodh, Praveen, Pragya & Parangat exam and given incentives as per Company rules. To Propagate Official Language, Hindi, amongst employees, TOLIC members and students, various literary competitions were held during Hindi Month Celebration. New initiative of Hindi section i.e. Aaj Ka Shabd is being prepared and published in OIL web daily.

The Company has been awarding "OIL Shreemanta Shankardev Fellowship for Comparative Studies of Literature (Assamese and Hindi)" to Hindi research fellows of the Guwahati University since 2003. This fellowship is given by the Company to a selected research fellow of the university every year for the comparative studies of Literature. The amount of fellowship and other facilities are at par with University Grant Commission (UGC) fellowship.

Annual programme of Official Language Hindi for the FY 2023-24, which was issued by Deptt. of Official Language, Ministry of Home Affairs, Govt. of India, was circulated to all Spheres/ Deptts. of the Company and regular monitoring and review of jobs was being done in Quarterly Meetings with Departmental representatives. In-House Hindi Journal "OIL KIRAN" is being published regularly. In-House Journal "OIL NEWS" is being published in Trilingual form i.e. Assamese, Hindi and English.

14. PUBLIC PROCUREMENT POLICY FOR MICRO & SMALL ENTERPRISES (MSEs)

The Company adheres to the Public Procurement Policy for MSEs. The Budgeted and actual procurement of goods and services from MSEs during the FY 2023-24 are as under:

Sl. No. Particulars FY 2023-24
1 Budgeted procurement of goods and services from MSEs ' 750.00 Crore
Actual procurement
2 Total value of goods and services procured from MSEs (including MSEs owned by SC/ ST entrepreneurs) ' 1431.35 Crore
3 Percentage of procurement of goods and services from MSE (including MSEs owned by SC / ST entrepreneurs) out of total procurement as uploaded in Sambandh portal (' 2677.32 Crore) excluding high-technology items 53.46 %

Total procurement of goods and services during FY 2023-24 as per guidelines of MoP&NG and recorded in 'Sambandh Portal' is ' 2677.32 Crore and as detailed above the total procurement through MSEs during FY 2023-24 is ' 1431.35 Crore which is 53.46% of total procurement planned through 'Sambandh Portal'. Total procurement from SC/ST-MSE and Women MSEs during FY 2023-24 is ' 33.40 Crore and ' 18.98 Crore respectively.

Procurement of Goods and services through the GeM portal during the FY 2023-24 as per GeM is ' 1970.99 Crore which is 109.50% of GeM Procurement Plan of ' 1800.00 Crore for goods and services during the year.

Total overall Procurement of goods and services by the Company during FY 2023-24 is ' 7000.27 Crore. OIL and NRL (material subsidiary NRL) processed all valid invoices within stipulated time of receipt via TReDs during the FY 2023-24.

NRL: GeM procurement for FY 2023-24 is ' 438.44 Crore against approved planed GeM Procurement of ' 390.00 Crore. Similarly, procurement from MSEs was ' 667.93 Crore against total procurement plan of ' 1542.36 Crore. Total procurement from SC/ST -MSE and Women MSEs by NRL during FY 2023-24 is ' 18.98 Crore and ' 41.13 Crore respectively.

15. VIGILANCE

The Vigilance Wing is headed by Chief Vigilance Officer (CVO), who acts as an advisor to the Chairman & Managing Director of the organisation on vigilance matters and functions as a link between the Management and the Central Vigilance Commission (CVC) & the Central Bureau of Investigation (CBI). Vigilance basically functions under three facets: (i) Preventive (ii) Punitive and (iii) Surveillance & Detection.

Preventive Vigilance: This calls for constant review of roles, procedures and practices for refining and improving the system thereby reducing scope for corruption and leading to better operational results. To strengthen this facet of Vigilance framework, during the year 2023-24, several system improvement measures were recommended and implemented on the basis of scrutiny of various Contracts & Purchases files, inspections of installations both periodic and surprise, intensive examinations of high value projects/ works done internally. Additionally, policy matters were also taken up for improvements like amendment in Delegation of Powers, Integrated Purchase Manual, Tender Conditions etc. to name a few. Extensive use of technology through E-procurements, E-payments, Vendors Invoice Management System etc. has further emerged as effective tools of preventive vigilance. To create awareness and to sensitize employees about the Company rules and regulations, in-house awareness programs were conducted in various spheres of the organization. The programs included "Keep in Touch" (KIT), "Catch Them Young" (CTY) and "Vigilance Sensitization". Further, Management has been advised to regularly conduct induction and mid-career training programs on preventive vigilance. In addition to this, first edition of an inhouse vigilance bulletin named "DRISHTI" containing case studies of various inspections and recommended best practices was also released during the year.

One major event towards Preventive Vigilance is observance of "Vigilance Awareness Week" (VAW). During the year, in line with the directives of CVC, as a prelude to VAW 2023, a 3-month campaign on Preventive Vigilance was conducted across the Company from 16th August to 15th November 2023. The campaign focused on six areas viz. Awareness building about PIDPI Resolution, Capacity Building Programmes, Identification and implementation of Systemic Improvement Measures, Leveraging of IT for Complaint Disposal, Updation of Circulars/Guidelines/ Manuals etc., Disposal of Complaints received before 30.06.2023. Key accomplishments during the campaign period are release of Revised Procurement Manuals on the line of Department of Expenditure (DoE) Manuals, release of Handbook on PIDPI Resolution and the launch of upgraded online Vigilance Complaint Portal. As part of Capacity Building, over 1,000 employees were imparted trainings on different topics and various Systemic Improvement Measures relating to policies, manuals, tenders & ERP were undertaken.

The VAW 2023 was observed from 30th October to 5th November 2023 across the Company on the theme "Say No to Corruption; Commit to the Nation". The week started with the Integrity Pledge, which was administered by the CMD and the CVO at the Corporate Office and by the respective heads of all spheres in other offices. A special issue of Vigilance in-house journal "InTouch" was also released on the occasion of VAW 2023. Several activities were conducted both within and outside the Company. Some of these activities include Talks by eminent personalities, Training, Seminar/ Webinars, Workshops, Quiz, Debate, etc. In addition, several competitions in nearby schools and colleges were also organized. Vendors' Grievance Redressal Camp / Awareness Programs and Gram Sabhas were also organized in different spheres of the Company, enabling the stakeholders to redress their problems.

In addition to above, continuous efforts are on to imbibe ethical behavior by encouraging everyone to take the online "Integrity Pledge". The link for online "Integrity Pledge" has been made available in OIL's website and can be easily accessed by the employees, their families, vendors/contractors/stakeholders.

Punitive Vigilance: This function involves complaints handling, investigations, monitoring of disciplinary cases etc. Based on complaints received by the organization from various sources including the CVC and the concerned Ministry, investigations are done and taken to their logical conclusion. For effective and timely disposal of disciplinary cases, management has been advised to conduct training on the role of inquiry officers & presenting officers among officers at different levels of the organization. Also, as and when required, assistance is also extended to the CBI in the investigation of cases entrusted to them. Number of Complaints received and disposed off during the year are as under:

Brought Forward Received Disposed Pending
3 15 16 2

As far as vigilance cases are concerned, during the year, 2 vigilance cases (disciplinary proceeding) involving 5 officials were handled. Out of which, 1 case involving 1 officer was disposed off during the year.

Surveillance & Detection: This function includes conducting regular & surprise inspections, CTE Type intensive examination of projects / works, besides

carrying out scrutiny of annual property returns, audit paras, etc. During the year 2023-24, several inspections / examination / scrutiny in all spheres of the Company were carried out and observations or findings were appropriately taken up with the management.

16. RESEARCH AND DEVELOPMENT

To ensure sustained value creation over the long term, your Company is focused on addressing the challenges facing the fossil fuel industry, particularly in exploration and production. It aims to develop innovative solutions that mitigate exploration risks, overcome limitations of geophysical methods in challenging terrains, address declining production from mature fields, and enhance flow assurance for waxy crude. Emphasizing technology and innovation, the Company is committed to fulfilling its promises while prioritizing the well-being of employees, communities and the environment. This commitment is fostered by robust R&D initiatives and the adoption of state-of-art technologies. The Company currently operates two R&D facilities: the R&D Department at its Field Headquarters in Duliajan and the Centre of Excellence for Energy Studies (CoEES) in Guwahati, focusing on both immediate and future research needs. Notably, R&D Department has secured two patent grants and have filed five new patents in the FY 2023-24.

To enhance the impact and effectiveness of its R&D endeavors, the Company collaborates extensively with academia, research institutes, start-ups, other PSUs and industry bodies. These partnerships aim to build a comprehensive knowledge base that will drive the nation towards energy self-reliance and independence in the years ahead. OIL-NRL invested ' 170.15 Crore in R&D activities during FY 2023-24 which is 1.92% of PBT.

17. START-UP INITIATIVES

In the sprawling India's innovation frontier, with the pulse of progress and the promise of new technologies, OIL's Start-up Nurturing, Enabling and Handholding (SNEH) program has nurtured a constellation of startups that push boundaries and redefine possibilities. This initiative supports startups across diverse sectors, including oil and gas, battery recycling, hydrogen bus design, app-based fuel delivery, robotics, carbon capture, effluent treatment, biotechnology, medical solutions, tourism and e-vehicles.

The 8th phase of the Startup round was completed this year, and 04 nos. of startups were inducted through IIT Bhubaneswar Incubation center. The total commitmentto the 04 Startups, namely Hopun Innovations, Arovr Innovations, Ambula Technologies and Carbonation India incubated under IIT Bhubaneswar is ' 370.8 Lakhs. The Cheques were presented by OIL in the presence of Shri Dharmendra Pradhan, Hon'ble Union Minister for Education & Skills Development, at the 100-Cube Start-up initiative of the IIT Bhubaneswar Research and Entrepreneurship Park on 11th February, 2024.

A fund of ' 9 Cr. was infused to support the Startup ecosystem of the country during fY 2023-24. During the year, the Company has also launched two strategic initiatives. By collaborating with the Indian Institute of Management Lucknow Enterprise Incubation Center (IIML EIC), the Company initiated the "Corporate VC Startup Engagement Program (CSEP)". Simultaneously, the Company partnered with the Indian Institute of Technology, Delhi, Foundation for Innovation and Technology Transfer (FITT), for the "DRIFT" program. The combined program aims to support 20 or more startups from all domains, including the energy and Deep Tech sectors.

Mini Mines, a Startup under OIL's SNEH programme, secured the 6th FLCTD Innovation Challenge (Industrial Resource Efficiency) Grant from UNIDO-BEE-GEF Initiative, Aegis Graham Bell Awards (Innovation in Waste Management) and also featured in Forbes India 30, 2024, thanks to its sustainable Lithium-ion battery recycling solution. The same startup is poised at a valuation of 18 million USD and is currently advancing towards its first round of VC funding and has currently received orders worth 8 million USD. Another graduate from the SNEH program, Caliche Private Limited, was selected for India Australia RISE Accelerator program jointly organized by Niti Aayog and CSIRO Australiaand was also recommended by Scientific Advisory Committee, CHT for project deployment with financial grant from OIDB.

18. NET ZERO PURSUIT

The Company is undergoing strategic transformation to become an integrated energy entity, aligned with the global shift towards cleaner energy sources.

Your Company is taking proactive initiatives to achieve Net Zero Emissions by 2040 and increase the share of non-fossil fuel-based energy in its portfolio by 2040. It is planned to invest '25,000 crore in low-carbon initiatives, representing 15-20% of our capital expenditure. This investment will drive growth in renewable energy, biofuels, compressed bio gas, green hydrogen, CCS / CCUS and Geothermal etc. The Company is committed to deploy 5-5.5 gigawatts of renewable energy capacity by 2040, emphasizing wind, solar and other sustainable energy sources.

In its efforts to develop green energy infrastructure in the northeastern part of the country, the Company executed a Joint Venture Agreement (JVA) with Assam Power Generation Corporation Ltd. (APGCL) on 08th January, 2024. The process of formation of JV company with APGCL is in progress. It will augment India's efforts towards energy transition and for achieving OIL's target of net zero by 2040.

During FY 2023-24, your Company has commissioned some major pipelines viz. Kumchai in Arunachal Pradesh to Kusijan in Assam, Lakwagaon gas evacuation pipeline, Nadua-Dikom pipeline, which has reduced natural gas flaring significantly. Your Company is strategically planning to become a zero-flare Company by March 2025 through upgrading & construction of installations and pipeline networks and adding compression facilities for gas field monetisation etc.

City Gas Distribution (CGD) sector represents a pivotal aspect of Oil India Limited's (OIL) commitment to promoting responsible energy practices and addressing the rising demand for cleaner and more sustainable fuels. In this regard, OIL has strategically partnered through Joint Ventures (JVs) to cover expansive Geographical Areas (GAs).

Your Company through its subsidiary Numaligarh Refinery Ltd has made a significant progress in Biofuel sector and the 50 KTPA 2G Bio Ethanol plant based on Bamboo as a feedstock at Numaligarh, Assam is at advanced stage of commissioning through NRL's Joint Venture Company - "Assam Bio Ethanol Private Limited".

Further, your Company through its subsidiary Numaligarh Refinery Ltd has embarked on a journey to produce 20 KTPA of Green Hydrogen, which signifies our commitment to harnessing the potential of hydrogen as a clean and sustainable energy source. As part of this initiative a 2.2 KTPA of green hydrogen plant is currently being built and is expected to be commissioned by June, 2025.

Under Green Credit Program (GCP) of MoEF&CC, the Company has registered land parcels in the GCP portal in 3 states (Assam, Rajasthan & Odisha) and plans to facilitate increase of green cover in the country and obtain green credits.

By establishing a dedicated green business subsidiary, namely Oil India Green Energy Ltd., the Company aimsto become a key player in India's alternative energy sector. This strategic move supports the nation's goal of reducing emissions by one billion tonnes by 2030.

The Company is committed to delivering sustainable growth and generating long-term value for all stakeholders while contributing to India's energy security.

19. CYBER SECURITY

Recent years have shown an upward trend of Cyber Incidents globally and FY 2023-24 has not been any different. Management and mitigation of those threats demands organization wide sustained efforts and coordination. The Company has formed a 3-tier Governance Structure for the Information Security of the entire Organization, with representation from each business unit of the Organisation, while Office of Chief Information Security Officer in forefront of the activities. Further, an internal Multi-disciplinary Cyber Emergency Response Team was formed which shall cater all aspects of Cyber Emergency Response. During the year, the Company has been collaborating with National Critical Information Infrastructure Protection Centre (NCIIPC) for identifying and protecting Information Infrastructure belonging to the Company that are critical to nation's energy security. Apart from adopting multiple technological leaps for protecting Cyber Frontier, the Company has also been collaborating with regulatory agencies such as CERT-In, NCIIPC etc and industry leaders for Cyber Threat Intelligence and proactive monitoring with mitigation. Cyber Audit structure is being strengthened by bringing more systems under the purview of vulnerability assessment and mitigation. A comprehensive gap analysis and priority area identification exercise based on business impact has been taken up by the Company during the year.

20. SUBSIDIARIES / JOINT VENTURES / ASSOCIATE COMPANIES (Ref. Form AOC-I)

A. Material Subsidiary

i. Numaligarh Refinery Limited

Numaligarh Refinery Limited (NRL) was incorporated on 22nd April,1993 and is a Schedule 'A' Miniratna Category-I CPSE having a 3 MMTPA Refinery at Numaligarh in Golaghat district of Assam. As part of its diversification strategy as on 31st March, 2024 your Company holds 69.63% stake in NRL, Govt. of Assam and Engineers India Limited hold 26% and 4.37% stake in NRL respectively. The Company is the promoter and has management control of NRL.

B. Subsidiaries

i. Oil India International Pte. Ltd. (OIIPL)

OIIPL, a Singapore based wholly owned subsidiary of the Company, holds 33.5% stake each in Vankor India Pte. Ltd (VIPL), Singapore and Taas India Pte. Ltd. (TIPL), Singapore which in turn hold 23.9% and 29.9% in Russian entities namely, JSC Vankorneft and LLC TYNGD respectively.

ii. Oil India Sweden AB

Oil India Sweden AB is a wholly owned subsidiary of the Company. It holds 50% shareholding in IndOil Netherlands BV, Netherlands which holds 7.0% Participating Interest (PI) in the Venezuelan Asset namely PetroCarababo S.A.

iii. Oil India International B.V (OIIBV)

OIIBV, Netherlands is a wholly owned subsidiary of the Company. OIIBV holds 50% stake in WorldAce Investments Limited, Cyprus which holds 100% stake in Stimul-T, a Russian legal entity. Stimul-T filed for bankruptcy on 10th May, 2023 due to adverse operational and financial circumstances. The application for Bankruptcy has been accepted by the Arbitration Court and in its ruling of November, 2023 appointed a Temporary Manager (Bankruptcy Trustee) and initiated the supervision stage of bankruptcy which is currently in progress.

C. JOINT VENTURE / ASSOCIATE COMPANIES

i. Brahmaputra Cracker and Polymer Ltd (BCPL)

BCPL owns a Petrochemical Complex at Lepetkata, Dibrugarh, Assam for production, distribution and marketing of petrochemical products viz. polyethylene (LLDPE & HDPE) and Polypropylene. The Company holds 10% equity share capital in BCPL. GAIL (India) Limited, Government of Assam and Numaligarh Refinery Limited also holds 70%, 10% and 10% equity share capital respectively.

ii. DNP Ltd.

DNP Ltd. was incorporated with the main objective of acquisition, transportation and distribution of natural gas. The Company holds 23% equity share capital of DNP Ltd. Assam Gas Company Limited and Numaligarh Refinery Limited hold 51% and 26% equity share capital respectively.

iii. Assam Petro-Chemicals Limited (APL)

The Company is holding 48.80%, Government of Assam along with its owned entities is holding 51.11% and others are holding 0.09% of equity shares of APL. Assam PetroChemicals Limited commissioned a 500 TPD Methanol plant on 14th April, 2023. It is also implementing a 200 TPD Formaldehyde project. The Formaldehyde project is planned to be commissioned by the end of the year 2024.

iv. Indradhanush Gas Grid Limited (IGGL)

IGGL, incorporated by five petroleum sector PSUs viz. OIL, ONGC, IOCL, GAIL and NRL (holding 20% each), is implementing North-East Gas Grid Pipeline to improve gas supply connectivity to all the eight North Eastern States of India.

v. HPOIL Gas Private Ltd. (HPOIL)

HPOIL was incorporated on 30th November, 2018 with equal equity participation from OIL and HPCL to develop CGD Networks in Ambala-Kurukshetra and Kolhapur Geographical Areas (GAs). As at the end of March, 2024, HPOIL is operating 25 CNG stations & 15465 PNG connections at Ambala- Kurukshetra and 26 CNG stations & 25211 PNG connections at Kolhapur. HPOIL also won CGD authorization for the Nagaland State GA in 12th CGD bid round.

vi. Purba Bharati Gas Private Limited (PBGPL)

PBGPL was incorporated on 19th November, 2019 with equity participation of 26% each from OIL & GAIL Gas Limited and 48% from Assam Gas Company Limited. PBGPL has been formed for development of CGD network in Kamrup & Kamrup Metropolitan Districts (Kamrup GA) and Cachar, Hailakandi and Karimganj Districts (Cachar GA) of Assam. PBGPL has started domestic piped natural gas supply and completed 03 CNG stations in Cachar GA. It has also completed 1400 PNG connections and 09 CNG station (04 CNG stations have been operationalized) in the Kamrup GA.

vii. North East Gas Distribution Company Limited (NEGDCL)

NEGDCL was incorporated on 21st July, 2023 with equity participation of 49% and 51% by OIL and Assam Gas Company Ltd respectively to execute CGD projects in north bank of Assam and northern & southern Tripura Geographical Areas (GAs).

viii. Suntera Nigeria 205 Ltd.

The Company holds 25% stake in Suntera Nigeria 205 Ltd., Nigeria pursuant to a Share Purchase Agreement (SPA) signed with Suntera Resources Ltd., Cyprus and Indian Oil Corporation Limited (IOCL) on 31st August, 2006. Suntera Nigeria 205 Ltd. was incorporated with the objective to engage in the petroleum business including exploration, production and development of crude oil and natural gas in Nigeria.

ix. Beas Rovuma Energy Mozambique Ltd. (BREML)

The Company holds 40% share in BREML. BREML holds 10% Participating Interest in the Rovuma Area 1 Offshore Block in Mozambique. BREML was incorporated in British Virgin Islands but has been redomiciled to Mauritius on 23rd January, 2018.

x. IndOil Netherlands B.V

The Company through its wholly owned subsidiary Oil India Sweden AB, owns 50% of the shares in Indoil Netherlands B.V which in turn holds 7% equity shares in Petrocarabobo S.A. (joint venture Company) for Project Carabobo-1, Venezuela.

xi. WorldAce Investments Ltd.

The Company through its wholly owned subsidiary Oil India International B.V (OIIBV) holds 50% share in WorldAce Investments Ltd, a Company incorporated in Cyprus. WorldAce Investments Ltd. holds 100% share in LLC Stimul-T, Russia. Stimul-T has filed for bankruptcy on 10th May, 2023 due to adverse operational and financial circumstances.

xii. Vankor India Pte. Ltd. (VIPL)

The Company through its wholly owned subsidiary Oil India International Pte. Ltd (OIIPL) holds 33.5% share in VIPL, a Company incorporated in Singapore on 20th May, 2016. VIPL holds 23.9% share in JSC Vankorneft, Russia which holds two producing licenses in Eastern Siberia, Russia.

xiii. Taas India Pte. Ltd. (TIPL)

The Company through its wholly owned subsidiary Oil India International Pte. Ltd. (OIIPL) holds 33.5% share in TIPL, a Company incorporated in Singapore on 23rd May, 2016. TIPL holds 29.9% shares in LLC "TYNGD", Russia which holds two producing licenses in Eastern Siberia, Russia.

xiv. LLC Bharat Energy Office

LLC Bharat Energy Office, Moscow is a consortium of five Indian petroleum sector PSUs (OIL, ONGC, GAIL, IOCL and EIL) with equal shareholding. LLC Bharat Energy Office was registered on 18th October, 2021. The Company holds 20% equity in LLC Bharat Energy Office through its overseas wholly owned subsidiary, Oil India International Pte. Ltd. (OIIPL), Singapore.

21. ANNUAL REPORT OF SUBSIDIARIES AND CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Section 134 of the Companies Act, 2013 and the applicable Accounting Standards, Audited Consolidated Financial Statements for the year ended 31st March, 2024 of the Company and its subsidiaries forms part of this Annual Report.

A report on the performance and financial position of the subsidiaries, associates and joint venture companies of the Company as per the prescribed form (Form AOC-1) of the Companies Act, 2013 also forms part of this Annual Report.

The Complete Annual Reports of subsidiaries of the Company are available on the Company's website.

22. STATUTORY REQUIREMENTS

Your Directors have made necessary disclosures as required under various provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. Information on the Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo etc. as required under Section 134 of the Companies Act, 2013 and the Rules made thereunder is given in the Annexure-I to this Report.

In view of the exemption given by Ministry of Corporate Affairs to Government Companies from applicability of Section 197 of the Act, the details of the employees who drew remuneration exceeding the limits laid down in the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not annexed to the Report.

Further, during the FY 2023-24, there was no order or direction of any court or tribunal or regulatory authority either affecting Company's status as a going concern or which significantly affected Company's business operations.

No applications were made during the financial year and no proceedings are pending against the Company under the Insolvency and Bankruptcy Code 2016 (31 of 2016).

The Company complies with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

23. STATUTORY AUDITORS, COST AUDITORS AND SECRETARIAL AUDITORS

M/s V. Singhi & Associates, Chartered Accountants and M/s Gopal Sharma & Co., Chartered Accountants were appointed as Joint Statutory Auditors for the FY 202324 by the Comptroller & Auditor General of India (C&AG). The Statutory Auditors have audited the Accounts of the Company for FY 2023-24 and submitted their Unqualified Report to the Company. They have not reported any instance of fraud committed by the officers/employees of the Company. The C&AG has given "NIL" comments on Financial Statements 2023-24 of the Company.

The Cost Audit Report for the FY 2022-23 given by M/s Dhananjay V. Joshi & Associates, Cost Accountants was filed within the statutory time limit. For the FY 2023-24, M/s Dhananjay V. Joshi & Associates, Cost Accountants are the Cost Auditor of the Company. The report will be filed within the stipulated time frame.

M/s Amit Agrawal & Associates, Practicing Company Secretaries were appointed as the Secretarial Auditor of the Company for FY 2023-24. The Secretarial Audit Report confirming compliance to the applicable provisions of the Companies Act, 2013, SEBI (LODR) Regulations, 2015, SEBI Guidelines and all other relevant rules and regulations relating to Capital Market except the Board Composition is annexed as Annexure-II to this Report.

As a measure of good corporate governance, the Secretarial Audit Report of our Material Subsidiary is also annexed hereto as Annexure-III.

24. ANNUAL RETURN

As required under the provisions of the Companies Act, 2013, the Annual Return for the FY ended 31st March, 2024 in the prescribed form MGT-7 has been prepared and hosted on the website of the Company at the following weblink: https://www.oil-india.com/Document/Financial/ Annual_Return_for_the_year_2023-24_MGT-7.pdf

25. AWARDS AND RECOGNITIONS

During the FY 2023-24, following recognitions and awards/accolades were conferred upon the Company:

1. The Company was bestowed with the Federation of Indian Petroleum Industry - FIPI Awards 2022 in a ceremony held in New Delhi on 7th June, 2023 in the following categories:

2. SCOPE Eminence Award in the 'Corporate Social Responsibility & Responsiveness category for 2019-20.' The award was presented by Shri Jagdeep Dhankhar, the Hon'ble Vice President of India.

3. The Company was bestowed with the Saksham 2023 award by PCRA India for its significant contribution towards Energy Conservation & Fuel Efficiency.

4. 23rd Annual Greentech Environment Award for "Environment Excellence" to OIL's Rajasthan Field .

5. The Eastern Asset awarded the "Gold Award" under the Apex India Safe Workplace Award 2023 in the Petroleum Exploration & Production Sector.

6. PHQ was awarded with 1st position in Rajbhasha Shield by the Official Language Department, Ministry of Home Affairs, Govt. of India.

7. The Company bagged the National Award for Excellence In CSR & Sustainability under the category - Corporate & Business Communication (Campaign & Sectoral Communication).

8. The Company bagged the prestigious '10th Greentech CSR India Award 2023' for its outstanding achievements in the 'Healthcare Promotion' category for its flagship Project 'OIL Arogya'.

9. The Company was adjudged the winner in the category of 'Excellence in Community Impact PSUs' for its CSR initiatives and special recognition in the category 'Health and Wellness Initiatives PSUs' to OIL Medical Service.

10. Drilling HSE Section won the Greentech Excellent Award 2022 under the categories of Safety Excellence and the Apex India Occupational Health & Safety (OHS) Platinum Award 2023.

11. Secondary Tank Farm (STF) - Madhuban received APEX India Quality Excellence Award 2023.

12. The Western Asset - FHQ was declared Winner of the 23rd Annual Greentech Environment Award under the Environment Excellence Category.

13. Workover Mine under the OGPS Department won the Employee Safety Award (Oil & Gas) under Energy Leadership Awards 2023.

14. For excellent implementation of the Rajbhasha Act in its area of operations during the year 20222023, under the chairmanship of Oil India Limited, TOLIC, Duliajan (Office) was awarded 'Narakas Rajbhasha Samman' (2nd prize) for 'C' Region.

15. OIL PHQ awarded with 1st position in Rajbhasha Shield by the Official Language Department, Ministry of Home Affairs, Govt. of India on 8th March, 2024.

26. POLICY ON DIRECTORS'

APPOINTMENTS ETC. /PERFORMANCE EVALUATION

The Company being a Government Company, the provisions of Section 134 (3)(e) and Section 134(3)(p) of the Companies Act, 2013 regarding policy on Directors' appointment and remuneration, annual evaluation of the performance of the Board, Committees and individual directors are not applicable in view of the

Gazette notification dated 05th June, 2015 issued by the Government of India, Ministry of Corporate Affairs (granting exemptions to Government Companies) as the performance evaluation of the Directors is carried out by the administrative ministry, i.e., MoP&NG as per laid- down evaluation methodology.

Further, the said notification also exempted Government Companies from the provisions of Section 178 (2) which requires performance evaluation of every director by the Nomination & Remuneration Committee. Similar exemption in the SEBI (LODR) Regulations, 2015 for listed CPSEs is awaited.

27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant and material orders were passed by the regulators or courts or tribunals, during the year that impact the going concern status of the Company and its operations in the future.

28. VIGIL MECHANISM / WHISTLE-BLOWER POLICY

Your Company promotes ethical behaviour in all its business activities and has put in place mechanism forreporting illegal or unethical behaviour. The Company has established a robust Vigil Mechanism and a whistleblower policy in accordance with provisions of the Act and Listing Regulations. The policy on Vigil Mechanism/ Whistle-Blower can be accessed on the Company's website at: https://oil-india.com/Document/Financial/ Whistle_Blower_Policy.pdf

29. CHANGES IN THE BOARD OF DIRECTORS

a. Shri Samik Bhattacharya [DIN-02553314] Independent Director of the Company resigned on 12th February, 2024 and ceased to be Director w.e.f. 13th February 2024, which has been taken on record by Ministry of Petroleum & Natural Gas (MoP&NG).

b. In terms of Letter No. CA-31032/1/2021-PNG-37493 dated 10th May, 2024 issued by MoP&NG :

(i) Shri Vinod Seshan, Director, MoP&NG [DIN- 07985959] ceased to be Govt. Nominee Director on the Board of Company w.e.f. 10th May, 2024.

(ii) Shri Rohit Mathur, Joint Secretary, MoP&NG [DIN-08216731] and Shri George Thomas, Deputy Secretary, MoP&NG [DIN-10625136] have been appointed as Govt. Nominee Directors on the Board of Company w.e.f. 13th May, 2024.

c. Shri Harish Madhav, Ex-Director (Finance) & CFO [DIN- 08489650] and Dr. Manas Kumar Sharma, Ex-Director (Exploration & Development) [DIN- 09460166] ceased to be Directors on the Board of Company w.e.f. 1st July, 2024 on attaining the Age of Superannuation on 30th June, 2024.

d. In terms of Letter No. CA-31014/3/2022-PNG (43582) dated 19th July, 2024 issued by MoP&NG, Shri Saloma Yomdo [DIN-10696034] has been appointed as Director (Exploration & Development) with effect from 19th July, 2024.

30. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, it is hereby confirmed that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. The directors have selected such accounting policies and applied them consistently 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 FY and of the profit and loss of the Company for that period;

iii. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The directors have prepared the annual accounts on a going concern basis;

v. The directors have laid down internal financial controls in the Company which are adequate and are operating effectively; and

vi. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

31. ACKNOWLEDGEMENT

Your Directors thank the customers, vendors, investors, Auditors, bankers and employees of the Company for their continued support during the year. Your Directors place special appreciation for the contribution made by the employees at all levels. The consistent growth of the Company was made possible by their hard work, solidarity, co-operation and support. Your Directors acknowledge the guidance and support of the MoP&NG, all other Ministries and Agencies in Central and State Governments and place their sincere thanks.

For and on behalf of the Board of Directors

Sd/-

Dr. Ranjit Rath
Chairman & Managing Director DIN:08275277
Place: Noida
Date: 08.08.2024