IGL Seeks Shareholder Approval for ₹21,700 Crore Related Party Transactions with GAIL & BPCL

New Delhi, February 20, 2026: Indraprastha Gas Limited (IGL), the country's leading CNG distributor, has issued a Postal Ballot notice seeking shareholder approval for material related party transactions with its promoters — GAIL (India) Limited and Bharat Petroleum Corporation Limited (BPCL) — for the financial year 2026-27, amounting to a total estimated value of ₹21,700 crore.

The company has informed both BSE Limited (Security Code: 532514) and the National Stock Exchange of India Limited (Trading Symbol: IGL) about the Postal Ballot pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Key Resolutions:

Total Estimated Transactions: ₹21,700 Crore

Why Shareholder Approval is Required

Pursuant to Regulation 23(1) of the SEBI Listing Regulations, a transaction with a related party is considered "material" if it exceeds 10% of the annual consolidated turnover of the listed entity. Based on IGL's last audited consolidated turnover of ₹16,464 crore (FY 2024-25), the proposed transactions with both GAIL and BPCL cross this threshold, necessitating shareholder approval through an Ordinary Resolution. Notably, all related parties are required to abstain from voting on these resolutions.

Transaction Details with GAIL (India) Limited (₹17,732 Crore)

GAIL, holding 22.50% equity stake in IGL, is authorized by the Ministry of Petroleum and Natural Gas as the sole supplier of domestic gas for meeting IGL's requirements for transportation and PNG domestic customers at government-determined prices.

The estimated transaction value of ₹17,732 crore for FY 2026-27 represents a 16% increase from the previous approved limit of ₹15,274 crore for FY 2025-26. The increase is attributed to:

• Unpredictable fluctuations in gas prices

• Expected increase in purchase quantities of gas

• Projected growth in sales volume of CNG and PNG

Major components include:

• Purchase of Term RLNG, Domestic Gases (APM, NAPM, NWG, CBG), and Spot RLNG: ~₹17,450 crore

• Transportation of natural gas: ₹182 crore

• Connectivity charges and other reimbursements: ~₹100 crore

The proposed transactions constitute 107.68% of IGL's consolidated turnover for FY 2024-25 and 12.95% of GAIL's consolidated turnover.

Transaction Details with BPCL (₹3,968 Crore)

BPCL, also holding 22.50% equity stake in IGL, engages with the company through various operational transactions including sale of CNG at BPCL retail outlets and purchase of gas.

The estimated value of ₹3,968 crore for FY 2026-27 marks a significant increase from the approved limit of ₹2,822 crore for FY 2025-26, driven by:

• Expected increase in purchase quantity of natural gas

• Increase in sales volume of CNG to BPCL

• Impact of rising gas costs on selling prices

Breakdown of transactions:

• Sale of CNG: ₹2,127 crore

• Purchase of RLNG from BPCL: ₹292 crore

• Reimbursements of facility and other charges & purchase of lubricants: ₹80 crore

These transactions represent 24.09% of IGL's consolidated turnover and 0.79% of BPCL's standalone turnover.

Postal Ballot and E-Voting Process

The company has engaged KFIN Technologies Limited (KFintech) to provide remote e-voting facilities. Key dates are as follows:

• Cut-off Date for Eligibility: February 19, 2026 (close of working hours)

• Remote E-voting Period: March 2, 2026 (09:00 hours IST) to March 31, 2026 (17:30 hours IST)

• Result Declaration: On or before April 2, 2026

Mr. Sachin Agarwal (FCS No. 5774) of M/s Agarwal S. & Associates, Company Secretaries, has been appointed as the Scrutinizer to conduct the voting process in a fair and transparent manner.

Board Recommendation

The Audit Committee and Board of Directors have reviewed and approved these transactions, confirming they are in the ordinary course of business, at arm's length, and essential for the company's day-to-day operations. The Board has recommended that shareholders vote in favor of both resolutions.

Director's Interest

None of the Directors, Key Managerial Personnel, or their relatives — except Shri Sanjay Kumar (GAIL-nominated Director) and Shri Raj Kumar Dubey (BPCL-nominated Chairman) — are deemed interested or concerned in the resolutions, other than to the extent of their shareholding in the company, if any.