Agenda and Key Resolutions

The AGM agenda is divided into Ordinary Business and Special Business.

ORDINARY BUSINESS:

1. To receive, consider, and adopt the Audited Standalone and Consolidated Financial Statements for the year ended March 31, 2026, along with the Reports of the Directors and Auditors.

2. To declare a Final Dividend of ₹1.25 per equity share for the financial year 2025-26.

3. To appoint a director in place of Ms. Rashmi Govil (DIN: 10531397), who retires by rotation and is eligible for reappointment. She holds 4,633 shares in the company.

4. To appoint a director in place of Shri Arvind Kumar (DIN: 09224177), who retires by rotation and is eligible for reappointment. He holds 2,400 shares in the company and is a director on two other company boards.

SPECIAL BUSINESS:

5. To appoint Shri Saumitra P. Srivastava (DIN: 10236956) as a Whole-time Director and designate him as Director (Marketing). He was appointed as an Additional Director w.e.f. October 3, 2025, and holds 1,800 shares.

6. To appoint Shri A. Amarnath (DIN: 11690405) as a Government Nominee Director, not liable to retire by rotation. He was appointed by the Board w.e.f. June 5, 2026, and holds no shares.

7. To seek member approval for material Related Party Transactions (RPTs) with Petronet LNG Ltd. (PLL), a joint venture company, for the financial year 2027-28.

  • The resolution seeks approval for transactions up to a maximum limit of 10% of the company's consolidated turnover for the preceding financial year (FY26).
  • The proposed value of transactions for approval is ₹25,800.35 crore.
  • For context, the total transactions with PLL in FY26 were ₹12,715.28 crore, and in Q1 FY27 (Apr-Jun 2026) were ₹1,539.57 crore.
  • IndianOil holds a 12.50% stake in PLL.
  • The rationale provided states that transactions are executed based on available suppliers and prevailing market prices, and terms for services are similar to those offered to other parties (GAIL, BPCL, GSPC).

8. To ratify the remuneration payable to the Cost Auditors for the financial year ending March 31, 2027.

  • The aggregate remuneration is ₹26.85 lakh, plus applicable taxes and out-of-pocket expenses.
  • The fee is split among nine firms, with Narasimha Murthy & Co. receiving the largest share (₹5,60,000).

9. To approve amendments to the company's Memorandum of Association (MoA) and Articles of Association (AoA) via Special Resolution.

  • The MoA amendment involves recategorizing object clauses into "Main Objects" and "Ancillary Objects" as required by the Companies Act, 2013, and adding new objects related to biorefinery, hydrogen, specialty chemicals, carbon markets, data centres, and fertilizers.
  • The AoA is being replaced entirely to ensure consistency with the current Companies Act, 2013.

Dividend Details

  • A Final Dividend of ₹1.25 per equity share has been recommended for FY25-26.
  • This is in addition to the 1st Interim Dividend of ₹5.00 (paid Dec 2025) and 2nd Interim Dividend of ₹2.00 (paid Mar 2026) per share already paid for FY25-26.
  • The Record Date for determining entitlement to the final dividend is fixed as Friday, August 14, 2026.
  • The dividend will be paid within 30 days of declaration at the AGM.
  • Dividend will be paid exclusively through electronic modes (NEFT, RTGS, etc.); no physical cheques will be issued.
  • Members must submit relevant documents for TDS determination on or before August 16, 2026.

Voting and AGM Participation

  • The AGM will be held virtually via VC/OAVM, as permitted by MCA circulars.
  • The cut-off date for determining eligibility to vote is Monday, August 24, 2026.
  • The remote e-voting period commences at 9:00 AM IST on Thursday, August 27, 2026, and ends at 5:00 PM IST on Sunday, August 30, 2026.
  • E-voting will be conducted through NSDL.
  • Shri Umesh S. Pawaskar of CS Umesh Pawaskar & Co. has been appointed as the Scrutinizer.
  • Members can also vote during the AGM if they did not vote remotely.
  • Results will be posted on the company's website (www.iocl.com) and NSDL's website (www.evoting.nsdl.com) and forwarded to the stock exchanges (NSE and BSE).

Other Key Information

  • The Notice and Integrated Annual Report 2025-26 are available on the company's website and the websites of BSE, NSE, and NSDL.
  • Unpaid/unclaimed dividends for FY18-19 (final) and corresponding shares will be transferred to the IEPF Authority on or before October 2, 2026.
  • Members are urged to convert physical shares to dematerialized form, as requests for transfer of physical securities will not be processed per SEBI regulations.
  • A special window from February 5, 2026, to February 4, 2027, is available for re-lodgement of rejected transfer requests for physical shares purchased before April 1, 2019.