Indraprastha Gas Limited has announced a postal ballot notice dated February 20, 2026, seeking shareholder approval for material related party transactions totaling Rs. 21,700 crores for Financial Year 2026-27. The company has engaged KFin Technologies Limited to provide remote e-voting facility to its members.

E-Voting Schedule and Process

The remote e-voting period is scheduled to commence on Monday, March 02, 2026 at 09:00 hours IST and will conclude on Tuesday, March 31, 2026 at 17:30 hours IST. The postal ballot notice will be sent electronically only to members whose email addresses are registered with the company or depositories.

Material Related Party Transaction with GAIL (India) Limited

The company seeks approval for transactions worth Rs. 17,732 crores with GAIL (India) Limited for Financial Year 2026-27. GAIL, one of the promoters holding 22.50% equity stake in IGL, serves as the sole supplier of domestic gas authorized by the Ministry of Petroleum and Natural Gas.

The major transactions include:

• Purchase of Term RLNG, Domestic Gases (APM, NAPM, NWG, CBG), and Spot RLNG: Rs. 17,450 crores
• Transportation of natural gas: Rs. 182 crores
• Connectivity charges and other reimbursements: Rs. 100 crores

Material Related Party Transaction with BPCL

The second resolution seeks approval for transactions worth Rs. 3,968 crores with Bharat Petroleum Corporation Limited for Financial Year 2026-27. BPCL, also a promoter company holding 22.50% equity stake, engages in refining crude oil and marketing petroleum products.

The proposed transactions comprise:

• Sale of CNG: Rs. 2,127 crores
• Purchase of RLNG from BPCL: Rs. 292 crores
• Reimbursements and facility charges: Rs. 80 crores

Regulatory Compliance and Justification

Both transactions qualify as material related party transactions under Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as they exceed 10% of the company's annual consolidated turnover. The GAIL transaction represents 107.68% of IGL's annual consolidated turnover, while the BPCL transaction accounts for 24.09%.

The Audit Committee and Board of Directors have reviewed and approved these transactions, confirming they are conducted at arm's length basis and are essential for the company's day-to-day business operations. All related parties will abstain from voting on the respective resolutions.

Corporate Governance Framework

The postal ballot notice is available on the company's website at www.iglonline.net and on KFin Technologies' e-voting portal. Members holding shares as of the cut-off date of February 19, 2026, are eligible to participate in the voting process. The company has appointed M/s Agarwal S. & Associates as scrutinizers to ensure a fair and transparent voting process.

Indraprastha Gas Limited successfully completed its postal ballot process on February 19, 2026, with shareholders decisively approving the reappointment of Dr. Shyam Agrawal as an Independent Director. The company, a joint venture of GAIL (India) Ltd., BPCL & Government of NCT of Delhi, declared the voting results following the scrutinizer's report under Regulation 44 of SEBI LODR Regulations, 2015.

Voting Results and Participation

The special resolution for Dr. Shyam Agrawal's reappointment (DIN: 03516372) received strong shareholder support, with 82.00% of votes cast in favour. The voting was conducted exclusively through remote e-voting, eliminating the need for physical polling or postal ballot papers.

Shareholder Category Breakdown

The voting pattern varied significantly across different shareholder categories, reflecting diverse institutional and retail investor perspectives on the reappointment.

E-Voting Process and Timeline

The remote e-voting process was conducted over a 29-day period, providing shareholders ample opportunity to participate in the decision-making process. The voting commenced on Tuesday, January 20, 2026 at 9:00 a.m. IST and concluded on Wednesday, February 18, 2026 at 5:30 p.m. IST.

Regulatory Compliance and Documentation

The postal ballot process was conducted in accordance with Section 110 of the Companies Act, 2013, and Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014. Agarwal S. & Associates, Practicing Company Secretaries with Firm Registration No. P2003DE049100, served as the appointed scrutinizer to ensure fair and transparent voting.

The scrutinizer's report confirmed that the electronic voting system provided by Kfin Technologies Limited maintained proper security protocols and generated accurate voting data. Two independent witnesses, Shweta Jain and Ravi Agrawal, verified the unblocking of votes after the conclusion of the e-voting period.

Corporate Governance Impact

The successful reappointment of Dr. Shyam Agrawal as Independent Director reinforces Indraprastha Gas Limited's commitment to maintaining strong corporate governance standards. The company has informed both BSE Ltd. (Security Code: 532514) and National Stock Exchange of India Ltd. (Trading Symbol: IGL) about the voting results as required under regulatory obligations.