DEAR MEMBERS,

It gives me immense pleasure in presenting before you, on behalf of the Board of Directors of your Company, the 59^th Annual Report on the business and operations of ONGC Videsh Limited (ONGC Videsh/ Company) for the financial year ended 31.03.2024 together with the Annual Financial Statements, the Auditors' Report thereon and the comments on the Annual Financial Statements by the Comptroller and Auditor General of India (C&AG).

1. PERFORMANCE HIGHLIGHTS

ONGC Videsh's production of Oil and Oil Equivalent Gas (O+OEG), together with its wholly- owned subsidiaries (WoS), ONGC Nile Ganga B.V.(ONGBV), ONGC Amazon Alaknanda Limited (OAAL), Imperial Energy Limited (IEL), Carabobo One AB (COAB) and ONGC Videsh Singapore Ltd (OVSL), during FY'24, was 10.518 million metric tonne of oil equivalent (MMtoe), of which oil production was 7.178 MMt and gas was 3.340 BCM (1 BCM gas is considered equivalent to 1 MMtoe). This represents an average daily production of approx. 201,780 barrels of O+OEG through the year, which is an increase of 3.95% over previous fiscal's figure of 194,111 barrels of O+OEG. During FY'24, the Company achieved a significant milestone of surpassing the 200 MMtoe mark in cumulative production with company's cumulative production reaching 204.370 MMtoe as on 31.03.2024. This positive performance was driven by strong contributions from five of our seven operated/ jointly operated assets, namely MECL, CPO-5, GPOC, SPOC, and Sancristobal, that too, despite natural decline, geopolitical tensions, and local issues. Notably, total oil production from these operated/ jointly operated assets increased by 9% in comparison to the previous year. Additionally, production from non-operated assets, including Sakhalin-1 and BC-10, also saw an increase compared to the previous year. The Company boasts of a significant reserves base, holding a total of 476.329 MMtoe (2P) for oil and gas reserves, with an additional 125.201 MMtoe (2C) resources as of 01.04.2024. This strong reserves base position augurs well for future growth. The Company earned a profit (PAT) of Rs6,900.46 million during FY'24.

2. FINANCIAL RESULTS

A. Consolidated Financial Statements:

Highlights

B. Standalone Financial Statements:

Highlights

*Previous period figures have been regrouped/ reclassified, wherever necessary.

C. MARKET BORROWINGS:

Outstanding borrowings of your Company (including subsidiary) from overseas markets:

*USD 420 million 5 year syndicated loan raised on 18.01.2024 to part refinance before maturity USD 500 million syndicated loan.

**USD 550 million 3 year syndicated loan raised on 30.01.2024 to part refinance before maturity USD 1000 million syndicated loan.

***USD 500 million 5 year syndicated loan raised on 08.05.2023 to repay USD 500 million 10 year bond on maturity (acquisition of ACG project)

**** Last installment of JPY 38 Billion loan was repaid on 24.04.2024.

3. RESERVES AND CONTINGENT RESOURCES

A. RESERVES

B. CONTINGENT RESOURCES

4. SHARE OF CUMULATIVE INVESTMENT TILL 31.03.2024 AND CAPEX UTILISATION FOR FY'24

A. SHARE OF CUMULATIVE INVESTMENT TILL 31.03.2024

- The above does not include Investment in Closed Projects.

- Cumulative Investment as on 31.03.2024 is Rs 1,790,525.16 million (USD 32,177.15 million) including Closed Projects.

B. CAPEX UTILISATION FOR FY'24

Your Company incurred CAPEX of INR 32,590.21 million in FY '24 against estimated CAPEX of INR 33,112.30 million as under:

5. NEW ACQUISITIONS

During FY 2023-24, your Company pursued several opportunities for acquisition of Oil & Gas assets overseas. Out of these, one opportunity is in the advanced stage of being finalised.

6. PRODUCING ASSETS

6.1 Block 06.1, Vietnam

Your Company holds a 45% PI in Block 06.1, an offshore block located in Vietnam's Nam Con Son Basin. Acquired in 1988, the block is a joint venture with Zarubezhneft EP B.V. (Operator) holding 35% PI and PetroVietnam holding the remaining 20% PI. Commercial production commenced in January 2003, and recently the block received a significant boost with a 16-year extension of the Production Sharing Contract (PSC) by the Govt. of Vietnam, effective from 19.05.2023. Your Company's share of condensate and oil equivalent gas production from the block in FY'24 was 0.421 MMtoe.

6.2 Block A-1 and A-3, Myanmar

Your Company acquired PI in Block A-1 effective 28.01.2002 and in Block A-3 effective 03.10.2005. The current partnership structure includes POSCO International Corporation as the Operator (51% PI), Myanma Oil and Gas Enterprise (MOGE) - the national oil company of Myanmar (15% PI), ONGC Videsh (17% PI), GAIL and KOGAS with 8.5% PI each. Commercial gas production began in Block A-3 on 15.07.2013, followed by Block A-1 on 10.01.2024, after completion of phase-I development. Phase-II development involved drilling 7 wells in FY'23 to maintain production levels until 2026 or early 2027. Phase-III is currently underway and scheduled for completion in July 2024. Exploration efforts in Block A-3 led to discovery of "Mahar" Field in February 2020. The pre-development plan is in progress, targeting first gas production in 2027. The Production Sharing Contract (PSC) for Blocks A-1 and A-3 is valid until 2043. Your Company's share of combined gas production from Blocks A-1 and A-3 during FY'24 was 0.833 BCM.

6.3 Sakhalin-I, Russia

ONGC Videsh acquired 20% PI in the project in July 2001. Other partners were Exxon Neftegas Limited (ENL) as Operator with 30% PI; SODECO, a consortium of Japanese companies 30% PI and Subsidiaries of Rosneft, the Russian National Oil Company 20% PI i.e (SMNG-S 11.5% and RN-ASTRA 8.5%).

In October 2022, the Russian Federation (RF) established a new entity, Sakhalin-1 Limited Liability Company (Sakhalin-1 LLC), to take over the rights and obligations of the Sakhalin-1 Consortium. Your Company opted to retain its stake in the project and submitted the necessary papers in November 2022. The Russian government approved ONGC Videsh's continued participation, subject to transferring of accumulated abandonment funds to Sakhalin-1 LLC. ONGC Videsh received these funds in April 2023 and is currently working to complete the transfer process for securing its shareholding in the Sakhalin-1 LLC. Your Company's share of oil and oil equivalent gas (O+OEG) production from the project during FY'24 was 2.385 MMtoe.

6.4 Vankorneft, Russia

ONGC Videsh Vankorneft Pte. Ltd. (OVVL), a WoS of ONGC Videsh Singapore Pte. Ltd. (OVSL), which is in turn is a WoS of your Company, acquired total 26% shares in JSC Vankorneft in two separate transactions during FY'17. Rosneft, the NOC of Russia held majority (50.1%) shares till 06.12.2020. which it transferred to its affiliate, LLC Vostok Oil on 07.12.2020. The remaining 23.9% shares are held by a consortium of Indian Oil PSUs comprising Oil India Limited (OIL), Indian Oil Corporation Limited (IOCL) and Bharat Petro Resources Limited (BPRL). Your Company's share of oil and oil equivalent gas (O+OEG) production from the project during FY'24 was 3.455 MMtoe.

6.5 Imperial Energy, Russia

Your Company acquired Imperial Energy on 13.01.2009 with the production licenses validity varying from 2027 to 2038. As on 01.04.2024, your Company holds 2P reserves of 38.829 MMtoe in the project. A significant portion of these reserves are located in tight formations, requiring advanced technology for economical extraction. To address this challenge, Imperial Energy implemented a pilot project by drilling new technology hydro-frac wells with advanced well completion techniques in Snezhnoye field. Success of the pilot project led to commissioning of an Associated Petroleum Gas (APG) utilization plant at Snezhnoye in March 2021. This allowed opening of previously closed high Gas-Oil Ratio (GOR) wells, and further field development leading to increase in production. The said technology is planned to be implemented in phases across the Maiskoye group of fields, where significant oil reserves are trapped in tight formations. Your Company's share of oil and oil equivalent gas (O+OEG) production from the project during FY'24 was 0.238 MMtoe.

Under the current geo-political situations, oil & LPG price realisations have been impacted and drilling cost have also increased significantly. To overcome the challenges, your company has implemented various cost optimization measures to reduce the expenditure (by about USD 5 million/ annum). Further, Company has obtained rebate in mineral extraction tax (MET) for production from Snezhnoye field w.e.f. 1^st Jan 2024 (estimated tax reduction of about USD 4 million/ annum) by biostratigraphic divisions of existing formation. These factors have improved the cash flows of the company.

6.6 Greater Pioneer Operating Company (GPOC), South Sudan

Your Company acquired 25% PI in the project comprising Blocks 1,2 & 4 in the erstwhile Sudan, through its subsidiary company ONGBV effective from 12.03.2003. Post separation of South Sudan in 2011, the project comprises of Blocks 1A, 1B, 2A and 4S only. The project is jointly operated by all partners through a joint operating company- Greater Pioneer Operating Company (GPOC) registered in Mauritius. Other partners in the project are CNPC (40%), Petronas (30%) and Nilepet; a Government of South Sudan company (5%). Your Company's share of oil production from the project during FY'24 was 0.583 MMT.

6.7 Sudd Petroleum Operating Company (SPOC), South Sudan

Your Company acquired 24.125% PI in Block 5A in undivided Sudan effective from 12.05.2004. Presently the other partners in the project are Petronas of Malaysia (67.875% PI) and Nilepet of South Sudan (8% PI). Block 5A is jointly operated by all partners through a joint operating company- Sudd Petroleum Operating Company (SPOC), registered in Mauritius. Your Company's share of oil production from the project during FY'24 was 0.076 MMT.

6.8 Lower Zakum Concession, Abu Dhabi - UAE

Your Company holds 4% PI in Lower Zakum concession, Abu Dhabi through Falcon Oil and Gas B.V. (FOGBV), a joint venture company comprising of ONGBV (40%), IndOil Global B.V. (30%) and BPRL International Ventures B.V. (30%). The concession has a term of 40 years w.e.f. 09.03.2018. ADNOC Offshore is the Operator of the concession. The partners in Lower Zakum concession are ADNOC 60%, FOGBV 10%, INPEX (JODCO) 10%, CNPC 10%, TotalEnergies 5%, and ENI 5%. Your Company's share of oil production from the project during FY'24 was 0.724 MMT.

6.9 ACG Project, Azerbaijan

Your Company acquired 2.72% PI from Hess Corporation, in Azeri, Chirag and deep-water portion of the Gunashli (ACG) fields in the Azerbaijan sector of the Caspian Sea on 28.03.2013. The Production Sharing Agreement (PSA) for the project was initially valid until 2024. However, a successful extension was negotiated in 2017, extending the agreement to December 2049. According to the amended and restated PSA signed on 14.09.2017, the Company's PI was revised to 2.31% with effect from 01.01.2017. Other partners in the project are BP, the Operator with 30.37% PI, State Oil Company of the Azerbaijan Republic (SOCAR) - 25% PI, Magyar OLaj- (MOL) 9.57% PI, INPEX 9.31% PI, Equinor (Statoil) 7.27% PI, Exxon Azerbaijan Limited 6.79% PI, Turkiye Petrolleri Anonim Ortakligi (TPAO) 5.73% PI, and Itochu 3.65%. Construction of a new platform, Azeri Central East (ACE), is nearing completion (99.3% as of 31.03.2024) and is expected to deliver its first oil later this year. Your Company's share of oil and oil equivalent gas (O+OEG) production from the project during FY'24 was 0.482 MMtoe.

6.10 San Cristobal Project, Venezuela

Your Company acquired a 40% PI in the San Cristobal project, Venezuela, through its wholly owned subsidiary ONGC San Cristobal BV (ONGSCBV) on 08.04.2008. The project is operated jointly by your Company and Petroleos de Venezuela S.A. (PdVSA); the NOC of Venezuela, through a joint venture company "PetroleraIndoVenezolana SA" (PIVSA). Corporacion Venezolana del Petroleo S.A. (CVP), a subsidiary of PdVSA (56%) and "PdVSA Social" (4%) jointly hold 60% equity in the JVC PIVSA. ONGC Videsh and PdVSA, through their respective subsidiaries, signed two definitive agreements for redevelopment of the project on 04.11.2016. The agreements provided mechanism to liquidate the outstanding dividends due to the Company from PIVSA. As part of the agreement, ONGC Videsh provided a loan of USD 17.11 million to PIVSA for project improvements and received a partial repayment of USD 124.81 million in outstanding dividends as of 31.03.2024. However, due to sanctions, further progress on the agreements and recovery of the remaining USD 536 million in dividends is currently stalled. Your Company is actively pursuing the recovery of these outstanding amounts. Your Company's share of oil and oil equivalent gas (O+OEG) production from the project during FY'24 was 0.088 MMtoe.

6.11 Block BC-10, Brazil

Your Company holds 27% participating interest (PI) in the block, acquired in two phases: 15% in 2006 and 12% in 2013. Other partners in the block are Shell with 50% PI as Operator and QatarEnergy with 23% PI. All three development phases of the block have been completed and infill drilling campaign is underway to boost production. Your Company's share of oil and oil equivalent gas (O+OEG) production from the project during FY'24 was 0.419 MMtoe.

6.12 Mansarovar Energy Project, Colombia

Mansarovar Energy Colombia Limited (MECL), Colombia is a 50:50 joint venture established by ONGC Videsh and Sinopec of China in Colombia. The joint venture initially acquired the project consisting of Nare and Valasquez oil concession in Colombia effective 01.04.2006. Following the expiry of the Nare concession on 4^th November 2021, MECL currently holds a 100% interest in the Velasquez field. Production is ongoing at the Velasquez field, with infill well drilling and exploration activities underway to further develop the resource. Your Company's share of oil and oil equivalent gas (O+OEG) production from MECL during FY'24 was 0.089 MMtoe.

7. DISCOVERED/ UNDER DEVELOPMENT ASSETS

7.1 Carabobo Project, Venezuela

Your Company along with Indian Oil Corporation (IOCL), Oil India Limited (OIL), Repsol YPF (Repsol), and previously Petroliam Nasional Berhad (PETRONAS), formed a consortium that was awarded a 40% ownership interest in the Carabobo-1 project by the Venezuelan government. PETRONAS exited the project in 2013, and their 11 % share is now held by Venezuela's state oil company, Corporacion Venezolana del Petroleo (CVP), a subsidiary of Petroleos de Venezuela S.A. (PdVSA). Your Company holds an 11% participating interest (PI) in the project through its Swedish subsidiary, Carabobo One AB (COAB). The current ownership structure is: CVP (PdVSA) - 71% PI, COAB-11% PI, Repsol - 11% PI, and IOCL & OIL - 3.5% PI each. Your Company's share of oil and oil equivalent gas (O+OEG) production from the project during FY'24 was 0.064 MMtoe.

7.2 Rovuma Area 1, Mozambique

Your Company holds 16% PI in Block Rovuma Area-1 Offshore Mozambique (Area-1) of which 10% PI is held through ONGC Videsh Rovuma Limited (OVRL); a WoS incorporated in India and 6% PI through subsidiary company Beas Rovuma Energy Mozambique Limited (BREML); a Mauritius company jointly owned by ONGC Videsh and OIL in the ratio of 60:40. BREML holds 10% PI in Area-1. Other partners in the project Consortium are TOTAL E&P Mozambique Area 1 Limitada; Operator with 26.5% PI, ENH Rovuma Area 1 UM S.A. 15.0% PI, BPRL Ventures Mozambique B.V. 10% PI, PTTEP Mozambique Area-1 Ltd 8.5 % PI and Mitsui E&P Mozambique Area 1 Ltd. 20.0 % PI. The Consortium made a Final Investment Decision (FID) on 18.06.2019 to develop the project initially with two LNG trains of capacity 6.56 MMTPA each (total of 13.12 MMTPA) utilizing gas from the Golfinho - Atum Field. Long-term LNG offtake agreements exceeding 11.14 MMTPA have been secured with major Asian and European customers. Project financing of USD 16 billion has been finalized with Export Credit Agencies (ECAs)/ Commercial Banks to fund the initial development of Golfinho - Atum Field. Due to deteriorating security situation in the Palma district starting 24.03.2021, the Operator, TOTAL E&P Mozambique Area 1 Limitada, evacuated personnel and declared Force Majeure on 11.05.2021. As on 31.03.2024, the project continued to be under Force Majeure and in preservation mode. However, the Operator has reported improvements in security situation and is carrying out pre-start activities. Operator expects to resume project activities in the second half of FY'25.

8. EXPLORATORY ASSETS

8.1 Block CPO-5, Colombia

The block was awarded to your Company in 2008 bid round of Colombia. In June 2010, your Company divested 30% PI, to Petrodorado Energy (PDSA); later acquired by GeoPark, retaining the operatorship of the block with balance 70% PI. The Minimum Work Program Commitment (MWP) of phase-I of the block was successfully completed and your Company entered in Exploration phase-II of the block w.e.f. 11.04.2013. Phase-II exploration period is valid till 09.10.2025 and your company plans to complete phase-II MWP within the exploration period. As of 31.03.2024, significant exploration success has been achieved with 19 drilled wells, 8 of which are under commercial production. Declaration of Commerciality (DoC) for the Indico field was submitted on 19.08.2021, followed by a Field Development Plan (FDP) on 18.11.2021. During FY'24 two exploratory wells and one additional development well in Indico field were drilled striking oil which led to ramping up of production to ~30,000 BOPD. Your Company's share of oil and oil equivalent gas (O+OEG) production from the block during FY'24 was 0.661 MMtoe.

8.2 Block SSJN-7, Colombia

Your Company holds 50% PI in the exploration block, with Canacol Energy Limited (CNE) as the Operator holding the remaining 50% PI. During FY'23, acquisition, processing and interpretation (API) of 196.7 square kilometers 3D seismic data was completed. One exploratory well was drilled but prematurely terminated due to drilling complications. The Phase-I exploration period expired on 16.07.2023. Your Company opted not to enter the subsequent Phase-II exploration phase which was to begin on 17.07.2023. This decision has been communicated to both the operator and the Colombian regulatory agency (ANH). The closing activities for Phase-I were approved in March 2024. However, the permanent abandonment of the well, as mandated by ANH, has been delayed due to local concerns which are being addressed by the Operator for well abandonment.

8.3 Block RC-10, Colombia

The block was awarded to your Company in 2007 bid round of Colombia. Your Company is Operator of the block with 50% PI and balance 50% PI is held by Ecopetrol. MWP commitment of the first phase of exploration period has been completed. There was a commitment to drill one well in phase-II of exploration however due to low prospectivity of the block the transfer of Minimum Financial Commitment (MFC) of USD 18 million, from block RC-10 to the block CPO- 05 was submitted to ANH which was approved by the regulator. The closure of the E&P contract is currently underway.

8.4 Block BM-SEAL-4, Brazil

In June 2007, your Company acquired 25% PI in Block BM-SEAL-4, Brazil, through a swap agreement with Petrobras (operator, holding the remaining 75% PI). After successfully completing the exploration phase with drilling of 2 successful wells, the consortium decided to develop the block jointly with Petrobras' adjoining block as SEAP-II Project. Discovery of Commerciality (DoC) was submitted to Brazil's regulatory agency (ANP) on 30.12.2021, followed by the Field Development Plan (FDP) on 01.11.2022. Currently, your Company is collaborating with Petrobras on various agreements for joint field development. The bidding process is underway for shared equipment, including a Floating Production Storage and Offloading unit (FPSO), X-Mas trees, other subsea hardware and Geological and Geotechnical surveys.

8.5 Block-20 (erstwhile Block 8), Iraq

Your Company held sole ownership (licensee) of Block-20 in Iraq (formerly Block 8). An Exploration & Development Contract (EDC) was signed on 15.05.2001, initial data analysis was completed. However, due to security concerns in April 2003, your Company invoked a Force Majeure clause, suspending operations. In 2008, Iraq indicated a desire to renegotiate the contract under a new oil and gas law. Since then, Iraq adopted a new business model in 2018. Your company is currently in discussions with the relevant Iraqi authority (PCLD) to potentially resume exploration activities in Block-20.

8.6 Block 128, Vietnam

Your Company signed a Production Sharing Contract (PSC) with Petro Vietnam (PVN) on 24.05.2006. The Ministry of Planning and Investment (MPI) of Vietnam granted the investment license on 16^th June 2006. During the exploration phase-I, your company fulfilled part of the Minimum Work Program (MWP) by acquiring, processing and interpretation (API) of 3D seismic dataand special processing of 2D seismic data. Although the exploration phase-I ended on 15.06.2023, your company successfully secured a three-year extension from the regulator, extending the period of exploration phase-1 to 15.06.2026. To further assess the prospectivity of the block and mitigating potential risks, a request letter for providing seismic data in the eastern and western regions of the block was submitted to PVN on 03.01.2024. Follow up with PVN to get required data is under way.

8.7 Block SS-09, Bangladesh

Your Company, along with Oil India Ltd. (OIL), secured Block SS-09 in Bangladesh during the 2012 offshore bidding round. A Production Sharing Contract (PSC) was signed on 17.02.2014 between Government of The People's Republic of Bangladesh, Bangladesh Oil and Gas & Mineral Corporation (PETROBANGLA), and the Consortium of ONGC Videsh, OIL and Bangladesh Petroleum Exploration and Production Company Limited (BAPEX). Your Company is the lead Operator role with 45% PI, while the partners OIL and BAPEX hold 45% and 10% PI respectively. Your Company and OIL initially cover BAPEX's 10% share of expenses until a commercial discovery is made. The initial exploration period was extended by the regulator until 16.02.2025. The block covers an area of 7,026 sq. km. in shallow waters and some part of onshore areas of Bengal Basin. During the initial exploration period, the plan was to acquire, process and interpret 2,850 kilometers of 2D seismic data and drill one well. The 2D seismic data acquisition, processing and interpretation (API) is completed, and a potential offshore drilling location has been approved. Currently, your Company is carrying out G&G studies to identify additional promising drilling locations within favorable water depths or onshore areas. This will provide more options for selecting a drilling rig.

8.8 Block SS-04, Bangladesh

Your Company, along with Oil India ltd. (OIL), won Block SS-04 in Bangladesh during 2012 offshore bidding round. A Production Sharing Contract (PSC) was signed on 17.02.2014 between PETROBANGLA, and the Consortium of ONGC Videsh, OIL and BAPEX. Your Company is the Operator with 45% PI, while the OIL holds 45% PI and BAPEX holds 10% PI. BAPEX's stake is carried by your company and OIL proportionally until a commercial discovery is made. Regulator, PETROBANGLA extended the initial exploration period to 16.02.2025. The 7,269 sq. km area of block covers shallow offshore and some part of onshore areas of the Bengal Basin. The initial exploration period required acquiring, processing, and interpretation (API) of 2,700 LKM of 2D seismic data and drilling two wells. While the seismic API is completed, two locations were approved. One onshore well location was drilled during FY'22, and no hydrocarbons were found. Your company's geoscientists are currently evaluating the block to identify additional promising drilling locations within favorable water depths or onshore areas for selecting more options of drilling rig.

8.9 Block B2, Myanmar

The Block was awarded to your Company in Myanmar during 2013 Onshore Bid Round. Your Company signed a Production Sharing Contract (PSC) on 08.08.2014 with the regulator, Myanma Oil and Gas Enterprise (MOGE) and local partner Machine & Solutions Co Ltd (M&S). Your Company holds the majority stake (97%) as the Operator and local partner M&S is having 3% PI carried by your Company until the commencement of commercial production. The initial exploration period (starting 01.01.2016) was required to conduct G&G study and API of 2D seismic data and drilling two exploratory wells. G&G study and API of 2D seismic data are completed, one drilling location was approved and another is pending for approval with MOGE. Drilling activities haven't begun due to security concerns in the block. The block is under Temporary Suspended Period from 01.01.2023 to 31.12.2024 granted by MOGE.

8.10 Block EP3, Myanmar

Your Company, as the operator (with a 97% stake), signed a Production Sharing Contract (PSC) on 08.08.2014 with Myanmar's regulator (MOGE) and local partner M&S. The local partner M&S holds a 3% stake in the block carried by your company until the commencement of commercial production. The initial exploration period was required to conduct G&G study and API of 2D seismic data and drilling two exploratory wells. G&G study and API of 2D seismic data are completed. Two promising drilling locations have been approved by MOGE. Well design, staking, and pre-drilling activities are completed. However, exploration activities have been slowed down due to the current situation in Myanmar. The initial exploration period is valid up to 31.12.2023 and your company has applied to MOGE for further extension of initial exploration period for two years. Discussion with MOGE for approval of extension is under way.

9. PIPELINE PROJECTS

9.1 BTC Pipeline Project

Your Company acquired a 2.36% PI in Baku-Tbilisi-Ceyhan (BTC) pipeline, from Hess Corporation, along with acquisition of PI in Azerbaijan's ACG project. BTC Pipeline is operated by BP 30.1% PI while other shareholders are AzBTC (SOCAR) - 25%, MOL - 8.9%, INPEX - 2.5%, Equinor - 8.71%, TPAO - 6.53%, Itochu - 3.4%, TOTAL - 5%, ENI - 5% and Exxon Azerbaijan Ltd. - 2.5%. This 1,768 km pipeline with diameter of 42"- 46" originates from Sangachal terminal, runs through Azerbaijan, Georgia and Turkiye and terminates at Ceyhan terminal of Turkiye, in the Mediterranean Sea. It has a capacity of 1.2 million barrels per day. The BTC Co. operates the pipeline in Azerbaijan and Georgia sections and BOTAS International Limited; a Turkish Government company, manages the Turkish section. During FY'24, 229.32 million barrels of crude was transported through the pipeline at an average throughput of 6,26,489 BOPD.

9.2 SHWE Offshore Project, Myanmar

The SHWE Offshore Project, part of Myanmar's block A1 & A3 development, involves a 110 km, 32-inches diameter gas pipeline commissioned in 2013. This pipeline transports natural gas from the SHWE Offshore Platform (SHP) to a landing point on Ramree Island, with a capacity of 960 million standard cubic feet per day (MMSCFD). Your Company has 17% PI in the pipeline project. POSCO International with 51% PI is Operator and other partners are MOGE with 15.0%

PI, KOGAS with 8.5% PI and GAIL with 8.5% PI. During FY'24, 4.84 BCM gas was transported through the pipeline at an average throughput of 468 MMSCFD.

9.3 SEAGP Onshore Gas Transportation Pipeline, Myanmar

To transport natural gas from Myanmar's A-1 & A-3 blocks to China, a Gas Sales Agreement (GSA) was signed between the POSCO International-led consortium (partners of blocks-A-1 & A-3) and China National United Oil Corporation (CNUOC) in December 2008. A joint operating pipeline company named South East Asia Gas Pipeline Company Limited (SEAGP) was incorporated in Hong Kong on 25.06.2010 to build a 792.5 km, 40 inches diameter trans-country gas pipeline from Myanmar's Ramree Island to the China border Ruilli. CNPC is the majority stake holder in the pipeline company with 50.90% share. Your Company is participating in the project through its subsidiary ONGC Nile Ganga B.V (ONGBV) and holds 8.347% share. Other partners include POSCO (25.041%), MOGE (7.365%), GAIL (4.1735%), and KG-SEAGP (4.1735%). The pipeline has 3 distribution stations and 2 compressor stations along the route and has a design pressure of 10 Mpa (101.5 kg/cm2) with a design capacity of 12 BCM per year (1160 MMSCFD). During FY'24, 4.84 BCM gas at JV level was transported through the SEAGP pipeline.

10. DO RMANT PROJ ECTS:

Five projects are currently inactive. The Farsi Project (Iran) exploration period ended in June 2009, and no extension agreement was reached. The Al Furat Project (AFPC) and Block XXIV (Syria) have been shut down since 2011 -2012. The contract for Contract Area 43 (Libya) expired since 21.07.2014. Block-20 (Iraq, erstwhile Block 8) is currently inactive.

11. PROJECTS RELINQUISHED DURING FY'24: NIL.

12. DIRECT SUBSIDIARIES OF ONGC VIDESH LIMITED

12.01 ONGC Nile Ganga BV (ONGBV)

ONGC Nile Ganga B.V. the Netherlands, (ONGBV) is a WoS of your Company. ONGBV is engaged in E&P activities directly or through its subsidiaries in South Sudan, Brazil, Venezuela, Myanmar, Syria and United Arab Emirates (UAE). ONGBV has participating interest in the following Oil and Gas projects.

a) 25% in GPOC, South Sudan with its FY'24 share of oil production being 0.583 MMT.

b) 27% in BC-10 Project, Brazil through its WoS ONGC Campos Ltda. with its FY'24 share of O+OEG production being 0.419 MMtoe.

c) 40% in San Cristobal Project, Venezuela through its WoS ONGC Nile Ganga (San Cristobal) BV with its FY'24 share of O+OEG production, being about 0.088 MMtoe.

d) 8.347% in SEAGP Pipeline project, Myanmar. During FY'24, 4.84 BCM gas at JV level was transported through the SEAGP pipeline.

e) 16.66% to 18.75% in four PSC in AFPC, which is under shutdown since 2011.

f) 25% in Block BM-SEAL-4, Brazil through its WoS ONGC Campos Ltda. The project is under exploration phase and FDP has been submitted to the regulator on 01.11.2022.

g) 40% shares in the joint venture Falcon Oil and Gas BV (FOGBV), with IOC and BPRL each having 30% shares through their respective Dutch subsidiaries. FOGBV is having 10% share in Lower Zakum project, UAE. The Company's FY'24 share of oil production in Lower Zakum is 0.724 MMT.

12.02 ONGC Amazon Alaknanda Limited (OAAL)

OAAL, a WoS, incorporated in Bermuda, holds stake in E&P projects in Colombia, through MECL, a 50:50 joint venture company with Sinopec of China. During FY'24, its share of O+OEG production in MECL was 0.089 MMtoe.

12.03 ONGC Narmada Limited (ONL)

ONL, a WoS, incorporated in Nigeria, for acquisition of E&P projects in Nigeria. In view of relinquishment of the exploration project, ONL is in the process of voluntary dissolution / winding - up.

12.04 Imperial Energy Limited (IEL)

IEL, a WoS, incorporated in Cyprus, has its main activities in the Tomsk region of Western Siberia, Russia. During FY'24, Imperial Energy's O+OEG production was 0.238 MMtoe.

12.05 Carabobo One AB

Carabobo One AB, a WoS, incorporated in Sweden, indirectly holds 11% PI in Carabobo-1 Project, Venezuela. During FY'24, O+OEG production of the subsidiary was 0.064 MMtoe.

12.06 ONGC BTC Limited

ONGC BTC Limited, based in Cayman Islands, is a WoS and holds 2.36% PI in the BTC project which owns and operates 1,768 Km. crude oil pipeline running through Azerbaijan, Georgia and Turkiye. The pipeline mainly transports crude oil from the ACG project, Azerbaijan to the Mediterranean Sea port of Ceyhan via Tbilisi.

12.07 Beas Rovuma Energy Mozambique Limited (BREML)

The subsidiary company incorporated in Mauritius with ONGC Videsh and OIL holding shares in the ratio of 60:40. BREML holds 10% PI in Area-1, Mozambique project. The project is in the development stage and is currently under Force Majeure due to security situation.

12.08 ONGC Videsh Atlantic Inc. (OVAI)

OVAI, a WoS, incorporated in Texas, United States of America, to provide technical and administrative support to the Company. A G&G center has been established by OVAI in Houston to provide specialized service to your Company.

12.09 ONGC Videsh Singapore Pte. Ltd. (OVSL)

OVSL, a WoS, incorporated in Singapore through its 100% subsidiary ONGC Videsh Vankorneft Ltd (OVVL) Singapore, holds 26% shares in JSC Vankorneft Russia. OVSL's O+OEG production during FY'24 was 3.455 MMtoe.

12.10 Indus East Mediterranean Exploration Ltd. (IEMEL)

IEMEL, a WoS, incorporated in Israel, was engaged in E&P activities for Block 32 Israel, which was relinquished in January 2021. The WoS of your Company, has been liquidated w.e.f. 14.11.2023.

12.11 ONGC Videsh Rovuma Limited (OVRL)

OVRL, a Wos of the Company was formed for restructuring of its 10% direct holding in Area-1 Mozambique. The 10% PI in Area- 1 Mozambique of ONGC Videsh was transferred to OVRL with effect from 01.01.2020.

12.12 OVL Overseas IFSC Limited (OOIL)

OOIL, a WoS of the Company was incorporated on 07.12.2023 IFSC, Gift City, Gujarat as the Global Treasury Center for the ONGC Videsh and its Subsidiaries.

13. JOINT VENTURES & ASSOCIATE COMPANIES

13.01 ONGC Mittal Energy Limited (OMEL)

ONGC Videsh along with Mittal Investments Sarl (MIS) promoted OMEL, a joint venture company incorporated in Cyprus. ONGC Videsh and MIS together hold 98% equity shares of OMEL in the ratio of 49.98:48.02. Balance 2% shares are held by SBI Capital Markets Ltd. OMEL also holds 1.20% of the issued share capital of ONGBV by way of its Class-C shares issued exclusively for AFPC Syrian Assets.

13.02 Mansarovar Energy Colombia Limited (MECL)

MECL was acquired with effect from 01.04.2006. It is a 50:50 joint venture of ONGC Videsh, through its WoS OAAL, and SINOPEC of China. All the company's operations are conducted through its branch at Bogota. MECL is having 100% ownership in Block Velasquez and as well as in Velasquez-Galan (VG) pipeline of Colombia.

13.03 Himalaya Energy Syria B.V.(HESBV)

HESBV is a Joint Venture (JV) Company of ONGC Nile Ganga B.V., (a subsidiary of ONGC Videsh Limited) and Fulin Investments Sarl, an affiliate of China National Petroleum Company International, each holding 50% shares of HESBV. HESBV acquired the entire share capital of Petro-Canada Nina GmbH from Petro-Canada Nina GmbH, Germany, on 31.01.2006. HESBV in turn holds the entire share capital of HES Nina GmbH ("HESN") and HESN through three German entities i.e. HES Sham, HES Dez and HES Gas Syria, which hold PI ranging between 33.33% to 37.5% in the four PSCs in Syria. The projects are under Force Majeure from 2011-12 due to security situation in Syria.

13.04 Petro Carabobo S. A.

In 2010, a JV company namely PetroCarabobo S. A. (PCB) was formed for developing, Carabobo- 1 North (203 Sq. Km.) and Carabobo-1 Central (180 Sq. Km.) blocks, located in the Orinoco Heavy Oil Belt in eastern Venezuela. Your Company holds 11% PI in Carabobo-I project through its subsidiary Carabobo One AB. Repsol holds 11 % PI, IOCL and OIL hold 3.5% PI each in the project. The CVP, a subsidiary of PdVSA, Venezuela's state oil company, holds the remaining 71% PI. The mixed company was incorporated as PCB in 2010.

13.05 Carabobo Ingenieria Y Construcciones, S.A. (CICsa)

CICsa is a special purpose company incorporated on 21.01.2011, by Minority Shareholders (MSH) of Carabobo -1 Project for the management, coordination, and supervision of facilities owned by mixed company PCB from construction to commissioning & obtaining third party financing. The Company holds 37.9% PI in CICsa alongwith Repsol 37.9% PI and INDOIL 24.2%

PI. Your Company was the operator of CICsa from 21.01.2017 to 20.01.2020 whereupon the operatorship was handed over to Repsol w.e.f. 21.01.2020 for a period of three years. Operatorship of CICsa has returned to your Company w.e.f. 21.01.2023 for three years till 20.01.2026.

13.06 PetroleraIndoVenezolana S.A. (PIVSA)

PIVSA is joint venture of PdVSA; The NOC of Venezuela, with 60% equity through its subsidiary CVP and PdVSA Social and the Company holds 40% equity through its step down subsidiary ONGSCBV the Netherlands, for development and production of San Cristobal project Venezuela.

13.07 South East Asia Gas Pipeline Company Ltd. (SEAGP)

SEAGP is a joint venture company of CNPC (50.9%), MOGE (7.365%), POSCO International (25.041%), ONGBV (8.347%); a subsidiary of the Company, GAIL and KOGAS (Korea Gas Corporation) 4.1735 % each. The joint venture constructed a natural gas pipeline for transportation of gas produced from Blocks A1 -A3, Myanmar.

13.08 Tamba B.V.

Tamba B.V., is a joint venture company of ONGBV (27%), Shell (50%) and QatarEnergy (23%). Tamba B.V. was formed to acquire, charter or lease equipment and sell, charter or lease these assets to facilitate development and production of hydrocarbons for BC-10 project, Brazil. The leased subsea equipment's and FPSO were transferred to BC-10 consortium in 2020 and Tamba BV is under liquidation.

13.09 JSC Vankorneft, Russia

JSC Vankorneft holds the license for exploration and production of hydrocarbon in Vankor field in Russia. Your Company holds 26% equity in JSC Vankorneft through its indirect WoS OVVL, Singapore. Other equity holders in JSC Vankorneft are LLC Vostok Oil (Operator) - 50.10% and Indian consortium (IOCL, OIL & BPRL)- 23.9%. Rosneft transferred its 50.10% share in JSC Vankorneft to LLC Vostok Oil on 07.12.2020.

13.10 MozLNG1 Holding Company Ltd. (HoldCo)

MozLNG1 Holding Company Ltd. incorporated in Abu Dhabi Global Market (ADGM) by the Area- 1 Concessionaires as part of the project financing structure for initial two train LNG development of Area-1 Mozambique. ONGC Videsh, through its WoS OVRL holds 10% shareholding and 6% through its subsidiary company BREML.

13.11 Falcon Oil & Gas B.V. (FOGBV)

FOGBV was incorporated in the Netherlands by your Company (40%) along with BPRL (30%) and IOC (30%) to acquire 10% interest in the Lower Zakum Concession, UAE.

13.12 Bharat Energy Office, LLC. (BEO)

BEO, LLC, incorporated in Russia, is a joint venture of Your company with 20% shares through OVSL for coordinating with Russian oil & gas industry.

14. OVERSEAS OFFICES AND SUBSIDIARY COMPANY REGISTERED OFFICES

1. Overseas offices of your Company are in Ho Chi Minh City; Vietnam, YuzhnoSakhalinsk; Russia, Tehran; Iran, Tripoli; Libya, Caracas & Puerto la Cruz; Venezuela, Bogota; Colombia, Damascus; Syria, Baku; Azerbaijan, Dhaka; Bangladesh, Yangon; Myanmar, and Maputo; Mozambique.

2. ONGBV has its registered office in Amsterdam (Netherlands), offices in Khartoum (Sudan), Juba (South Sudan) and its subsidiaries have registered offices in Rio de Janeiro (Brazil) and Nicosia (Cyprus).

3. ONL, OAAL and OVAI have their registered offices in Lagos (Nigeria), Hamilton (Bermuda) and Houston (Texas, USA), respectively.

4. IEL has its registered office in Cyprus and its subsidiaries have registered offices in Cyprus, Moscow, Tomsk and Raduzhny (Russia).

5. Carabobo One AB has its registered office in Sweden.

6. ONGC BTC Limited has its registered office in Cayman Island.

7. OVSL and OVVL has its registered office in Singapore.

8. IEMEL has its registered office in Israel, has been liquidated w.e.f. 14.11.2023.

9. OOIL has its registered office in GIFT City, IFSC, Gujarat.

15. STATUTORY DISCLOSURES AND DECLARATIONS UNDER SECTION 134 OF THE COMPANIES ACT, 2013 (THE ACT) READ WITH RULE 8 OF THE COMPANIES (ACCOUNTS) RULES 2014 (THE RULE)

15.01 ANNUAL RETURN (Section 134(3)(a))

The Annual Return of the Company in terms of Section 92(1) of the Act, in prescribed Form MGT- 7 is placed on website of the Company at http://www.ongcvidesh.com/investor-page/

15.02 NUMBER OF BOARD MEETINGS (Section 134(3)(b))

10 (Ten) meetings of the Board of Directors were held during the year. For further details, please refer Report on Corporate Governance forming part of this Annual Report.

15.03 DIRECTORS RESPONSIBILITY STATEMENT (Section 134(3)(c))

Your Director(s) confirm the following in respect of the audited Annual Accounts for the financial year ended 31.03.2024:

A. That in the preparation of annual accounts, the applicable accounting standards have been followed and that there are no material departures.

B. That Directors have selected such accounting policies as described in the Notes to the Accounts of the Financial statements and applied them consistently as stated in the annual 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 as on 31.03.2024 and of the profit of the Company for the year ended on that date.

C. That Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

D. That Directors have prepared the annual accounts on a "Going Concern" basis.

E. That Directors have laid down internal financial controls (IFC) to be followed by the Company and such IFC are adequate and are operating effectively.

F. That Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively.

15.04 REPORTING OF FRAUDS (Section 134(3)(ca))

There have been "NO" instances of fraud reported by the Statutory Auditors under Section 143(12) of the Act read with relevant rules framed thereunder.

15.05 DECLARATION BY INDEPENDENT DIRECTORS (Section 134(3)(d))

The necessary declaration from each Independent Director under Section 149(7) was received at the time of their appointment.

15.06 COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION (Section 134(3)(e))

Director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub-Section 3 of Section 178 of the Act, are made/ fixed by the Government of India (GOI). Moreover, the Appointment and Remuneration Policy is also exempted vide MCA notification No. G.S.R. 463(E) dated 05.06.2015 for Government Companies.

15.07 EXPLANATION OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARKS OR DISCLAIMER MADE BY THE AUDITOR'S (Section 134(3)(f))

The Explanation or Comments by the Board on qualification or adverse remarks or disclaimer made by the auditors in their audit reports are as under.

A. Auditors' Report on the Accounts

The comments of the C&AG form part of this Annual Report and are annexed to this report. There is "NIL" qualification in the Auditors Report on the Financial Statements of the Company.

B. Secretarial Audit Report

The Board had appointed M/s Ashu Gupta & Co., Company Secretaries in Practice, to conduct Secretarial Audit for the FY'24. Secretarial Audit report for the financial year ended 31.03.2024 is annexed to this report.

15.08 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS (Section 134(3)(g))

Your Company is engaged in the business of E&P of crude oil and natural gas, which is covered under the exemption provided under Section 186(11) of the Act. Accordingly, the details of loans given, investment made or guarantee, or security given by your Company to its subsidiaries and associates are not required to be reported.

15.09 PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES (Section 134(3)(h))

All the related party transactions (RPTs) entered during the year, under Section 188(1) of the Act, were in the ordinary course of business and on an arm's length basis. The RPTs were placed before the Audit Committee (AC) for omnibus approval specifying the nature, value and any other related terms and conditions of the transactions. There are no materially significant RPTs made by the Company with Promoters, Directors, Key Managerial Personnel (KMP) or other designated persons which may have a potential conflict with the interest of the Company at large. Therefore, no details are required to be provided in Form AOC-2 prescribed under Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014

Further, the details of the transactions with related parties are provided in the Company's financial statements in accordance with the Indian Accounting Standards under note- 43 of the Standalone Financial Statement and note - 46 of the Consolidated Financial Statements.

15.10 STATE OF THE COMPANY'S AFFAIRS (Section 134(3)(i))

The state of Your Company's affairs is provided under Management Discussion and Analysis Report forming part of this Annual Report.

15.11 TRANSFER TO RESERVES FOR THE PURPOSE OF DECLARATION OF DIVIDEND (Section 134(3)(j))

The Board of your Company has decided not to transfer any amount to the General Reserves for the purpose of Declaration of dividend for FY'24.

15.12 DIVIDEND (Section 134(3)(k))

Your directors have recommended dividend of Rs0.50 per share amounting to Rs750 million for FY'24 which is in compliance to the provisions of section 123 of the Companies Act 2013. Department of Investment and Public Asset Management (DIPAM) has issued guidelines on dividend payout by CPSEs vide its office memorandum on "Guidelines on capital restructuring of CPSEs" and has fixed a threshold limit on declaration of minimum dividends. The said guidelines allow dividend payment at lower rate, considering the net worth of the company, capex/business expansion needs, fund position etc. Accordingly, your Company has recommended lower dividend which is in line with the said guidelines.

15.13 DETAILS OF MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRING BETWEEN THE DATE OF FINANCIAL STATEMENTS AND BOARD REPORTS (Section 134(3)(l))

There are no material changes and commitments affecting the financial position of the Company occurring between the date of financial statements and Board's Report.

15.14 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO FOR THE YEAR 2023-24 (Section 134(3)(m))

A brief on; conservation of energy, Technology Absorption and Foreign Exchange earnings and outgo during FY'24, is given below:

1. Conservation of energy:

a. Your Company operates outside India, accordingly steps taken/ being taken towards conservation of energy or having impact on conservation of energy, in various overseas assets/ projects are:

? Plans are afoot for installation of Integrating Waste Heat Recovery Unit at Mozambique Area 1 LNG project for reduction of Fuel Gas Consumption by approx. 22 MMSCFD (yearly average) and Greenhouse Gases emissions reduction by approx. 420 ktons CO2eq/ year.

? Implementation of "3 Aim4 Project" resulting in significant drop in methane emissions in ACG field.

? Implementation of Remote ignition and Nitrogen Purging in Flare systems in place of fuel gas in Lower Zakum Field.

? Improving Energy efficiency through upgradation of Gas Turbines inlet air filters In LZC project.

? Methane emission reduction to the tune of 2267 KTCO2eq (excluding Methane from Drilling/Work Over). LZC outperformed the target of reduction in GHG emissions. The emissions were reduced to 1400 KTCO2eq below the set target of 1615 KTCO2eq.

b. Steps taken by the Company for utilizing alternate sources of energy:

? In BC-10, Brazil team successfully designed, developed, and installed external sleeves (protective covers) on the umbilical cords at BC-10 field, thereby preventing: damage to umbilicals, resultant loss of production & costs towards replacement of damaged umbilicals.

? Incorporation of plant solarization in the Mozambique Area- 1 LNG Project to reduce emissions from Power Generation Unit by inserting green power in plant grid, is also planned.

? Lower Zakum is implementing Project Lightning wherein; Green Power scenario is assumed for electrification of Process Complexes and Well Head Platforms. The green power would be exclusively generated using nuclear energy and or renewable energy plants. This initiative shall reduce GHG emission significantly by 2030 .

c. Capital investment on energy conservation equipment: NIL

2. Technology Absorption: Your Company has operations outside India and accordingly efforts made towards Technology Absorption are:

a) Steps taken:

? The DR Site of DISHA-Paperless office application and ONGC Videsh SAP System havebeen moved from co-located data centers at BSNL, Mumbai to the ONGC Data Centers at ONGC Mumbai and Vadodara respectively thus optimizing the office space and communication links utilization.

? ONGC Videsh's SAP storage has been moved to a new storage system reducing the risk of failure associated with the old storage hardware.

? Established site to site VPN for secure communication between ONGC Videsh, New Delhi and ONGC Videsh Colombia office to ensure reliable SAP data transactions.

? Lower Zakum implemented successfully the first trail of new Robotic technology to detect emissions, and monitoring the equipment to enhance HSE and integrity on the site.

? Lower Zakum implemented drone technology at Zakum West Super Complex under AI programme for inspection mainly for confine space & overboard surfaces.

? Implementation of accelerated concentric reservoir development plan like Roll up, inner ring and mid dip water injection schemes resulted in improved pressure maintenance and production recovery in Lower Zakum field.

? Emulsion Viscosity Reducers (EVR) was implemented in 4 wells in ACG project.

b) Benefits derived:

? Robots can enter hazardous areas to detect leaks and monitor equipment health, reducing the risk of worker exposure to harmful emissions.

? Drones can quickly inspect hard-to-reach areas, saving time and resources compared to traditional methods. Drones can capture high-quality visuals and data for detailed inspections.

? Shared infrastructure and cost optimization via DISHA platform migration.

? The external sleeves have been designed to protect the area of installed umbilical preventing damage that can be caused by clashing with the Riser, thereby saving possible loss of production as well as costs towards replacement of damaged umbilicals.

c) In case of imported technology:

? the year of Import: Not Applicable

? whether the technology has been fully absorbed: Not Applicable

? if not full absorbed, areas where absorption has not taken place, and the reasons thereof: Not Applicable

? the expenditure incurred on Research and Development: As per para 15.15 of the Board Report

C. Foreign exchange earnings and outgo:

a. Foreign Exchange earnings in terms of actual inflows (on accrual basis) during the year: Rs80,930.46 million.

b. Foreign Exchange expenditure during the year: Rs61,210.56 million.

15.15 R&D/ INNOVATIONS/ INITIATIVES

During FY'24, your company spent Rs231.6 million in research and Development (R&D)/ innovations/ initiatives projects. These initiatives focused on incorporating new technology and processing, including:

• Enhanced reservoir characterization and oil recovery techniques.

• Advanced drilling, drilling fluid, and cementing technologies.

• Processing facility upgrades.

• Formation evaluation and field studies.

• Chemical stimulation methods.

The company also piloted various solutions, such as:

• Hydraulic Pumping Units to optimize production timing & equipment availability.

• Subsea protection for umbilicals against frictional damage.

• Chemical treatments for oil spill mitigation.

• Improved produced water treatment methods.

• Partial discharge measurement instruments for power cables.

These investments have led to improved operational efficiency and cost optimization for your company.

15.16 IMPLEMENTATION OF RISK MANAGEMENT AND HEALTH, SAFETY AND ENVIRONMENT POLICIES (Section 134(3)(n))

The details of implementation of Risk Management and Health, Safety and Environment polices are as under:

1. Enterprise Risk Management (ERM)

Your Company has well established ERM System in line with ISO 31000:2018, a globally recognized Standard on Risk Management. Risks along with their drivers and mitigating factors have been mapped and Risk registers are in place. Your Company has established SAP GRC-Risk module along with Risk dashboard for optimal decision making and compliance.

2. Health, Safety and Environment (HSE)

Your Company strives to ensure safe operations that protect people, environment, communities and material assets. The QHSE management system of your Company is certified for ISO 9001:2015, ISO 14001:2015 and ISO 45001:2018. Loss Time Injury Frequency (LTIF) of your company is below the international statistics. ONGC Videsh is bringing out its Environmental, Social and Governance (ESG) aspects through Annual Integrated report of ONGC group of companies, which shows its commitment towards its stakeholders to conduct business in an economically, socially, environmentally sustainable manner that is both transparent and ethical.

Annual Integrated Reports of ONGC Group of Companies, which are in accordance with the International Integrated Reporting System (IIRS) framework, are based on seven capitals viz.

(i) Financial,

(ii) Governance,

(iii) Human,

(iv) Intellectual

, (v) Manufactured,

(vi) Natural and

(vii) Social & relationship Capital.

15.17 CORPORATE SOCIAL RESPONSIBILITY (CSR) (Section 134(3)(o))

Your Company, having overseas operations, understands its responsibility to contribute to the communities and economies of the countries in which it operates. Your Company has been achieving a fine balance of economic, environmental and social imperatives based on the factors incorporated into the policy structure and decisions of Corporate Social Responsibility & Sustainability (CSR&S) Committee. Your Company makes valuable contribution in many ways such as payment of tax revenues to governments; by investing in education and training and improving employment opportunities for nationals; providing medical/ sports/ agricultural facilities to the local community, etc.

As the operations of your Company are located outside India, the requirements related to CSR under the Companies Act, 2013, are not applicable. The scope of the CSR&S Policy is governed by the contractual obligations/ project requirements and the international conduct regulations of the host countries for undertaking welfare programs in local areas of operations. Since no business activity of your Company is carried out in India, the eligible "Net Profit" for the purpose of CSR is NIL for FY'24. Accordingly, the Annual Report on CSR activities, in this regard, may be treated as ‘NIL'.

15.18 PERFORMANCE EVALUATION (Section 134(3)(p))

Your Company being a Government Company, the provisions relating to Performance Evaluation of Board/ Directors are exempted under the law.

15.19 OTHER MATTERS (Section 134(3)(q) read with Rule 8)

The following Declaration/ Disclosures are given by the Company:

15.19.01 CHANGE IN NATURE OF BUSINESS (Rule 8(5)(ii))

There has been "NO" change in the "Nature of the Business" of your Company during FY'24.

15.19.02 DETAILS OF DIRECTORS & KMP (Rule 8(5)(iii))

Details of Directors and other KMP have been provided in para 2 of the Corporate Governance Report forming part of this Annual Report. Further, none of the Directors of your Company has been disqualified under the provisions of section 164(2) of the Act read with Rule 14 of Companies (Appointment and Qualification of Directors) Rules, 2014.

15.19.03 COMPANIES WHICH HAVE BECOME/ CEASED TO BE COMPANY'S SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES COMPANIES DURING THE YEAR (Rule 8(5)(iv)) :

Please refer para 7 of Corporate Governance Report.

15.19.04 PUBLIC DEPOSIT (Rule 8(5)(v)&(vi))

During the year under review, the Company has not accepted any deposits from the public within the meaning of the Act, and rules made there under.

15.19.05 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS, IF ANY (Rule 8(5)(vii))

There are no significant or material orders passed by the Regulators or Courts or Tribunals, which would impact the "Going Concern" status of your Company and its future operations, for FY'24.

15.19.06 INTERNAL FINANCIAL CONTROL (IFC) SYSTEM (Rule 8(5)(viii))

Your Company has put in place adequate IFC by laying down policies and procedures to ensure, efficient conduct of its business, safeguarding of its assets, prevention and detection of frauds & errors, accuracy & completeness of accounting records and timely preparation of reliable financial information commensurate with operations of the Company. Effectiveness of IFC is ensured through management reviews, control, self-assessment and independent testing by internal audit for ensuring that your Company has adequate IFC over Financial Reporting in compliance with provisions of the Act, and such IFC were operating effectively.

The Audit Committee reviews the IFC to ensure their effectiveness for achieving the intended purpose. Independent auditor's report, on IFC of the Company in terms of Clause (i) of SubSection 3 of Section 143 of the Act, by the statutory auditors, is attached along with the Financial Statements.

15.19.07 COST AUDIT (Rule 8(5)(ix))

The requirement of Cost Audit, as specified under Section 148(1) of the Act read with Rule 4(3) of the Companies (Cost Records and Audit) Amendment Rules, 2014, does not apply to your Company. Accordingly, such accounts and records are not maintained.

15.19.08 SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 (Rule 8(5)(x))

Your Company has complied with provisions related to the constitution of the ICC under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There was "NIL" complaint new or pending for enquiry before ICC during FY'24.

15.19.09 INSOLVENCY AND BANKRUPTCY CODE (Rule 8(5)(xi))

During the year, the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016, along with their status was "NIL".

15.19.10 DIFFERENCE OF VALUATION DONE WHILE ONE-TIME SETTLEMENT AND TAKING OF LOANS (Rule 8 (5)(xii))

The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof was "NIL".

16. GENERAL DISCLOSURES

16.01 NUMBER OF MEETINGS OF INDEPENDENT DIRECTORS

One meeting of Independent Directors was held during FY'24. The Independent Directors have submitted declaration that they meet the criteria of Independence as per Section 149(6) of the Act.

16.02 PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Your Company being a Government Company, the provisions of Section 197(12) of the Act and relevant Rules issued thereunder do not apply in view of the Gazette notification dated 05.06.2015 issued by GoI, Ministry of Corporate Affairs. The terms and conditions of the appointment of Functional Directors are subject to the applicable guidelines issued by the Department of Public Enterprises (DPE), GoI. The salary and terms and conditions of the appointment of Company Secretary, a KMP of the Company, is in line with the parameters prescribed by DPE and GoI.

16.03 DISCLOSURE OF A REPORT ON THE PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT

Disclosure of a report on the performance and financial position of each of the subsidiaries, associates and JV companies included in the standalone financial statement in the form AOC- 1 forms part of the Financial Statements.

16.04 C&AG AUDIT ON OTHER MATTERS

As on 31.03.2024, there are only two published paras related to CAG Audit. One para relates to award of contract for Oil and Gas reserve estimation audit on nomination basis and the other para relates to Reimbursement of Conveyance Running and Maintenance Expense to Executives. Paras have been suitably replied and are under review by C&AG.

16.05 AUDITORS

Pursuant to Section 139 of the Act, M/s A. R. & Co, Chartered Accountants and M/s G S A & Associates LLP, Chartered Accountants were appointed as joint statutory auditors of your Company by the C&AG of India for the FY'24.

16.06 SECRETARIAL STANDARDS

Pursuant to Section 118(10) of the Act, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

16.07 IMPLEMENTATION OF VIGILANCE MECHANISM

Pursuant to Section 177(9) of the Act, ONGC Videsh, being a PSU has a Vigilance set-up, which facilitates an environment enabling people to work with integrity, efficiency and in a transparent manner, upholding highest ethical standards for the organization. To achieve this objective, the

Vigilance Department carries out preventive, proactive and punitive actions with greater emphasis on the preventive and proactive functions. Further, as your Company has constituted AC, the responsibilities of Vigilance Mechanism are included in the Terms of Reference (ToR) of the AC. Your Company has systems & mechanisms in place to encourage the employees to become whistle blowers (employees who voluntarily and confidentially want to bring the unethical practices, actual or suspected fraudulent transactions in the organization to the notice of the competent authority for the greater interest of the organization and the Nation). It also has a robust mechanism within the same framework to protect them (whistle blowers) from any kind of harm. It is hereby affirmed that no personnel have been denied access to the AC. Disciplinary action under applicable Conduct, Discipline and Appeal Rules, 2008 (Amended' 2014) and Certified Standing Orders are taken by the Company for irregularities/ lapses. The numbers of disciplinary matters related to vigilance cases disposed-off during the year 2023-24 was Nil. The number of such cases pending at the end of year 2023-24 was NIL. The Company continuously and regularly endeavors to ensure fair and transparent transactions through technology interventions and system/ process review in consultation with Central Vigilance Commission and Internal Vigilance set-up.

16.08 AUDIT COMMITTEE

In compliance with the Section 177(8) of the Act, and DPE Guidelines on Corporate Governance of CPSE (DPE Guidelines), detail regarding AC is provided under the Corporate Governance Report, which forms part of this Annual Reports. There has been no instance where the recommendations of the AC have not been accepted by the Board of Directors. Further details of Committees including AC (in compliance with the DPE Guidelines) are given separately in the Corporate Governance Report which forms part of this Annual Report.

16.09 HUMAN RESOURCE DEVELOPMENT

Your Company has been operating with pool of highly skilled manpower provided by the parent company Oil and Natural Gas Corporation Limited (ONGC), in the core areas of E&P globally. Your Company calibrates its manpower levels and quality with its expanding requirements and challenges in various parts of the world.

Total manpower of your Company as on 31.03.2024 consisted of 192 employees posted in Headquarters Delhi, 60 in overseas offices and 1339 local nationals working in Operated project/Branch offices/Country offices.

16.10 IMPLEMENTATION OF OFFICIAL LANGUAGE POLICY

Your Company continues to make concerted efforts to spread and promote Official Language. During the year, Hindi Fortnight was organized from 14.09.2023 to 29.09.2023. In the Hindi Fortnight, a large number of employees participated in Hindi competitions and successful ones were awarded. Your Company's in-house magazine "Aadharshila", Corporate Brochure and Annual Reports were also printed in Hindi. Official Language Implementation Committee meetings are held regularly. Statutory advertisements are also released in Hindi. Your Company was represented by its senior officials in the Town Official Language Implementation Committee Meetings and officers also participated in Rajbhasha Sammelan and workshops organized by NARAKAAS (TOLIC).

16.11 FINANCIAL ACCOUNTING

The financial statements have been prepared in accordance with, Ind AS issued under section 133 of the Companies Act, 2013 and notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended) and Guidance Note on Accounting for Oil and Gas Producing Activities (Ind AS) issued by the Institute of Chartered Accountants of India.

16.12 INSIDER TRADING

Your Company has submitted Annual Disclosure under SEBI Prohibition of Insider Trading Regulations, 2019 to ONGC (Parent Company).

17. CORPORATE GOVERNANCE REPORT

Your Company strives to attain highest standards of corporate governance. A separate section on Corporate Governance is annexed and forms part of this Annual Report.

18. BUILDING A HEALTHY COMMUNITY

Your Company has always encouraged inculcating a culture of healthy and active lifestyle to its employees and spreading the same in society at large. In this endeavor, your Company organized various programs during FY'24 such as World Environment Day on 05.06.2023, International Day of Yoga on 21.06.2023, National Safety Week from 04.03.2024-10.03.2024. Employees and their family members including overseas offices actively participated in these programs. Mission LiFE (Lifestyle for Environment) themes were promoted among employees to lead and propagate a healthy and environment friendly lifestyle.

19. IMPLEMENTATION UNDER THE RIGHT TO INFORMATION ACT, 2005 (RTI Act)

A dedicated mechanism has been set up in the organization to handle requests received under the RTI Act. This mechanism ensures timely and effective redressal of issues related to the Act. There is one Central Public Information Officer (CPIO) & One First Appellate Authority (FAA) based at Registered Office in Delhi, to redress the issues under the RTI Act.

During FY'24, 57 (Fifty Seven) applications were received, out of which 40 (Forty) were replied and 17 were transferred to other Public Authorities concerned. Further, 04 (Four) matter came for appeal, which was duly replied.

20. INFORMATION TECHNOLOGY

Your keeps itself abreast of the latest advancements in the field of information technology to adopt the same to the extent required in its pursuit of achieving operational excellence and incorporating industry best practices in IT area. Your company exercises financial and business control over its overseas operations through a common ERP software and maintains state-of- the-art video conferencing system across several projects and subsidiaries spread over globe. Your Company is maintaining ISO:27001 certified Information security management system for its Data Centers and IT operations & services.

Your company has taken a number of IT and digital initiatives to remain business ready all the time and has enabled its workforce to work from anywhere in a secured environment using mobile device management tools. Some of the IT initiatives implemented in your Company are:

• State of art Geoscience Computer Centre and G&G Data Center with Suite of latest Geoscience software from market leaders for analysis of E&P data installed and configured on virtual workstations in a HCI based private cloud architecture. It provides anywhere anytime global access to G&G applications and facilitates multi-location collaborations for quick and effective technical analysis of G&G data sets.

• Project DISHA - eco-friendly, paperless office system rolled out organization wide enabling paperless digital business work environment with enhanced security.

• Cloud based Microsoft Office 365 platform with latest features for collaboration, communication and storage.

• SAP-ERP system enabled for latest statutory compliances like E- Invoicing, TDS, TCS etc. and maintaining necessary audit trails.

• In addition to the Profitability Statement, TASA Aging Report, Performance Contract Dashboard and Change Authorisation & Management System (CHARMS) in SAP based ERP system, new reports and developments have been added to enhance accounting & compliances, during the year. Some of the major enhancements include Profitability and Per Barrel Analysis, cash flow statement, posting of provisional JIB for timely preparation of financial statement and incorporation of HSN code for different services.

• Secured IT network environment with firewall, WAF and end point security systems deployed in a high availability server architecture.

• Continuous cyber threat monitoring facilities integrated with the state of the art information security operations center of ONGC.

• Cyber/IT audit was carried out with the help of MHA and their recommendation to enhance cyber security have been implemented.

• Overseas office at Colombia has been connected with Headquarter at Delhi with a site to site, secured Virtual Private Network (VPN). Domain based network authorization and end point security solution has been implemented in Colombia office.

21. GRANT OF NAVRATNA STATUS

Your Company has conferred with the status of "NAVRATNA" CPSE by the Department of Public Enterprises, Ministry of Finance, Government of India w.e.f. 03.08.2023.

22. AWARDS AND ACCOLADES

During FY'24, your Company has been conferred with the following three awards:

? 22^nd Global edition & 7^th India Edition 2024 Business leader of the Year Awards for:

- Businnes leader of the Year in Individual Category.

- Most Admired Company of the Year in the Company Category.

? The Skoch Award 2023: Sustainability in the Public Sector Undertaking Category by the SKOCH Group in recognition of its successful flora and fauna conservation and monitoring programs.

23. COMPLIANCE OF MINISTRY OF MICRO SMALL AND MEDIUM ENTERPRISES (MSME)

REGULATION

1. During FY'24, your Company has complied with the annual procurement target of 25% from Medium & Small Enterprises (MSEs). However, the sub-target of 4% procurement from MSEs owned by SC/ ST entrepreneurs and 3% from MSEs owned by Women Entrepreneur could not be achieved due to lack of participation in the tenders invited, despite considerable efforts.

2. Your Company awarded about 36.12% of the total annual procurement to MSEs, out of which

0.80% procurement was made from MSEs owned by Women Entrepreneurs and 1.63% was made from MSEs owned by SC/ ST.

3. There was increase in participation of MSEs owned by SC/ST entrepreneur in various tenders due to the initiatives taken with SC/ST Hub of Ministry of MSME. However, contracts could not be awarded to SC/ST owned MSEs as they were, neither L1 nor lowest amongst the MSE bidders (within L1 +15%), in tenders where the L1 bidder was not an MSE.

24. ACKNOWLEDGEMENT

Your Directors acknowledge, with deep appreciation, valuable guidance and support extended by the Government of India, especially the Ministry of Petroleum and Natural Gas, Ministry of Finance, Ministry of External Affairs, Department of Public Enterprises, Indian Embassies/ High Commissions abroad and the Reserve Bank of India, etc. Your Directors acknowledge constructive suggestions received from Auditors and the C&AG and are grateful for their continued support and cooperation. Your Directors also wish to place on record their deep sense of appreciation for dedicated services by the employees of the Company. Your Directors recognize that the achievements of your Company would not have been possible without unstinted and total support from the Parent Company ONGC Limited.