GAIL (India) Ltd

Dear Shareholders, fefl

On behalf of the Board of Directors, I am delighted to present the 41^st Board's Report of your Company, along with Audited Standalone and Consolidated Financial Statements for the Financial Year 2024-25: *

Financial Performance

i. Financial Highlights on Standalone Basis for FY 2024-25 are as under:

Note: The following exchange rates are used in calculations:

For FY 2024-25: Average rate 1 US$ = '84.45

Closing rate 1 US$ = '84.48 (for book value per share only)

For FY 2023-24: Average rate 1 US$ = '83.18 &

Closing rate 1 US$ = '83.78 (for book value per share only)

Shri Sandeep Kumar Gupta, CMD, GAIL greeting Shri Narendra Modi, Hon'ble Prime Minister at event for dedication to the nation of Durgapur-Kolkata Section of JHBDPL Project

ii. Financial Highlights on a Consolidated Basis for FY 2024-25 are as under:

In accordance with the provisions of the Companies Act, 2013 "the Act", SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 "SEBI LODR" and applicable Accounting Standards, the Audited Consolidated Financial Statements of the Company for FY 2024-25, together with the Auditors RsReport forms part of this Annual Report.

The key highlights of the Consolidated Financial Results are as follows:

Note: The following exchange rates are used in calculations:

For FY 2024-25: Average rate 1 US$ = Rs84.45 For FY 2023-24: Average rate 1 US$ = Rs83.18

Business Overview

i. Pipeline Transmission

Natural Gas Transmission

Your Company has expanded the network of Natural Gas pipeline to ~16,421 km across the length and breadth of our country. The average gas transmission through this network

during FY 2024-25 has increased by 6% to reach an all-time high of 127.32 MMSCMD as against 120.46 MMSCMD in the previous financial year. Revenue from operations from Natural Gas Transmission segment in FY 2024-25 has increased by 7% to '11,068/- crore compared to '10,308/- crore in FY 2023-24 mainly due to increase in transmission volume and also due to upward revision in Natural Gas transmission tariff. Your Company's share in Country's Natural Gas Transmission is ~65%.

Petroleum and Natural Gas Regulatory Board (PNGRB) is in the process of finalizing the Integrated tariff of GAIL, which is an integral part of the "Unified Tariff". The revised tariff sought is mainly on account of (i) higher cost of substitute gas consumed by compressors in pipeline operations (called System Use Gas or SUG) as APM gas allocation has been progressively curtailed to zero and (ii) the capacity determination of GAIL's Integrated Pipeline by PNGRB, which has come out lower than the estimated capacity previously considered by PNGRB. The Open House meeting with stakeholders has been concluded and the revised tariff order is awaited from PNGRB.

Liquified Petroleum Gas (LPG) Transmission

Your Company owns and operates 2,040 km of LPG pipeline network for LPG transmission consisting mainly of 1,427 km Jamnagar-Loni Pipeline (JLPL) which connects the western and northern parts of India and 610 km Vizag-Secunderabad Pipeline (VSPL) which is in the southern part of the country connecting the Eastern Coast.

JLPL and VSPL networks together achieved highest ever throughput of 4.478 MMTPA during the FY 2024-25 compared to 4.396 MMTPA in FY 2023-24. Revenue from operations from LPG transmission in FY 2024-25 increased to '835 crore compared to '732 crore in FY 2023-24.

ii. Natural Gas Marketing

Natural Gas (NG) trading continues to be one of your Company's core businesses. During FY 2024-25, your Company achieved highest ever sales figure of 101.49 MMSCMD (including subsidiaries 111.11 MMSCMD) compared to 98.45

MMSCMD (including subsidiaries 106.08 MMSCMD) during FY 2023-24. Revenue from operations from Natural Gas Marketing in FY 2024-25 was '1,20,412 crore compared to '1,14,590 crore in FY 2023-24. Your Company's share in Country's Domestic Gas Market is ~47%.

Sector-wise details of Natural gas marketing are as below:

Fertilizer Sector: Your Company supplied around two-third of the gas consumed in the Fertilizer sector in the country during FY 2024-25. Your Company has been supplying gas to 31 out of 36 Urea manufacturing units in the country and thereby enabling the production of indigenous urea in the country.

Power Sector: Your Company supplied around 45% of the gas consumed by gas-based power plants in the country during FY 2024-25. Over the past few years, your Company has successfully collaborated with various power producers to operationalize their stranded units. Your Company has also been successful in ensuring sufficient supply of natural gas including the short notice requirement to Power sector customers to meet the demand during crunch period.

With the LNG portfolio of around 16.55 MMTPA from USA, Qatar, Australia etc., the Company has emerged as one of the leading global LNG players and is actively involved in the LNG trading business in the international market. Your Company, during FY 2024-25, has entered into a ~ 0.8 MMTPA contract for 5 years of supply period (60 LNG Cargoes) with M/s Qatar Energy Trading commencing from April 2025.

iii. Petrochemicals

Your Company has a nameplate polymer production capacity of 810 KTA at the Pata complex. GAIL's subsidiary, Brahmaputra Cracker & Polymer Limited (BCPL) having GAIL equity of 70% has a capacity of 280 KTA. The marketing right of the BCPL products is with GAIL taking the total marketing portfolio to 1090 KTA.

During FY 2024-25, your Company's total production of Petrochemicals increased by 6% to 827 TMT compared to 777 TMT in the FY 2023-24 and sales of Petrochemicals increased by 7% to 845 TMT in FY 2024-25 compared to total sales of 787 TMT in the FY 2023-24. Revenue from Operations

from this segment increased by 4% to Rs8,088 crore compared to '7,753 crore in FY 2023-24. Your Company's share in Country's total Petrochemical production is ~14% and share in Country's total Petrochemical sales is ~12 %. Market share in Petrochemical sales including BCPL is ~ 15%.

Your Company will soon be producing Polypropylene products at its upcoming PP Plants at Usar & Pata under the brand name 'G-Pol'. Your Company is soon going to diversify its product range in Polyester value chain through production of Pure Terephthalic Acid (PTA) at its wholly owned subsidiary, GAIL Mangalore Petrochemicals Limited (GMPL).

Your Company is actively working towards sourcing of Paraxylene (PX), which will be one of the feedstocks used in production of PTA by GMPL.

iv. Liquified Petroleum Gas (LPG) and other Liquid Hydrocarbons (LHC)

Your Company has five Gas Processing Units (GPUs) at four locations in the country, to extract higher fractions from natural gas, having a total LPG & LHC production capacity of 1425 KTA. During FY 2024-25, total production from GPUs was 947 TMT compared to 996 TMT in FY 2023-24 and sales was 951 TMT in FY 2024-25 compared to total sales of 998 TMT in the FY 2023-24. Revenue from Operations in FY 2024-25 was '5,180 crore compared to '5,076 crore in FY 2023-24. The decrease in production was due to reduction in domestic gas allocation by Government of India to meet the growing demand of CGD Sector.

Your Company has a share of about 10% of LPG production and 7% of LPG sales in India.

v. Exploration and Production (E&P)

Considering the prevailing scenarios within the oil and gas sector, your Company has demonstrated resilience in upstream activities by maintaining cautious investments. Additionally, your Company will continue to assess potential exploration

opportunities and maintain active participation in forthcoming domestic and overseas bid rounds.

Your Company has Participating Interest (P.I.) in 13 E&P blocks of which 10 are in India, 2 blocks in Myanmar and 1 Shale Gas acreage in Eagle Ford Basin, Texas, USA [through wholly- owned subsidiary - GAIL Global (USA) Inc.]. These blocks hold an acreage of 2,668 km² as per P.I. in various consortiums. Out of these, your Company is Operator in three onland blocks viz. (i) CB-ONN-2010/11 and CB-ONHP-2017/12 in Cambay basin awarded during NELP-IX and OALP-I bidding rounds respectively and (ii) RJ-ONHP-2021/1 in Barmer-Sanchor Basin of Rajasthan awarded during OALP-VII bid round.

Revenue from the sale of hydrocarbons is being generated from 5 producing blocks namely A-1 & A-3 in Myanmar (Operator-Posco International), CB-ONN-2000/1 (Operator- GSPC), CB-ONN-2003/2 (Operator-GSPC) & CB-ONN-2010/11 (Operator-GAIL) in India in addition to production from shale gas acreage in Eagle Ford, USA (Operator-Texas American Resources II, LLC for 2059 acres & Crescent Energy Company for 811 acres). Revenue from Operations of '1,102 crore has been generated from E&P activities during FY 2024-25 compared to Rs1,033 crore in FY 2023-24.

vi. City Gas Distribution (CGD)

CGD entities within the GAIL group are operating across pan India Geographical Areas (GAs). In the latest CGD round conducted by PNGRB, GAIL group Company-Tripura Natural Gas Company Limited (TNGCL) has secured 2 GAs - Mizoram State and Manipur State, marking a significant milestone in extending our reach to the northeastern part of the nation. Presently, GAIL along with its group companies is authorized to develop CGD networks in 72 GAs across the Country out of the total 307 GAs in the country. Major GAs where GAIL and GAIL group companies are operating includes Varanasi, Cuttack, Bhubaneshwar, Patna, Ranchi, Jamshedpur, Delhi, Mumbai, Pune, Bengaluru, Hyderabad, Lucknow, Kanpur, Agra, Dehradun, Vadodara, Indore, Kota, Gwalior, Mangaluru,

Kolkata, Guwahati, Goa etc. This year, your Company along with its group Companies have added 12.28 lakh PNG connections and 507 CNG stations summing up to ~95.7 lakh PNG customers and ~ 3,100+ CNG stations across the country.

GAIL Gas Limited (a wholly owned subsidiary of your Company) is executing and operating CGD projects in 16 GAs, including Bengaluru. Currently, GAIL Gas Limited has 6 Joint Venture Companies (JVCs) and these JVs are implementing CGD project in 9 GAs. GAIL Gas Limited along with its JVCs has cumulatively connected 11.06 lakh households and is catering to clean fuel requirements for vehicles through 650+ CNG stations. During FY 2024-25, GAIL Gas had turnover of '12,331 crore as against '10,944 crore in FY 2023-24. GAIL Gas along with its JVCs has achieved 1.3 lakh domestic PNG connections and set up 120 CNG stations during FY 2024-25.

Bengaluru remained a major focus for your Company for CGD expansion. 38 CNG stations were set up and around 35,500+ domestic PNG connections were provided in the Bengaluru GA during FY 2024-25.

The Board of your Company has accorded in-principle approval for transfer of six CGD GAs Varanasi, Patna, Ranchi, East Singhbhum, Cuttack and Khordha to its wholly owned subsidiary, GAIL Gas Limited (GGL), as part of strategic consolidation plan, subject to government and regulatory approvals.

vii. Renewable Energy (RE)

Renewable energy remains a central focus for your Company and the Company is intensifying its efforts to bolster it further. This includes developing captive RE Power projects and enhancing in-house competencies to meet its internal consumption targets. These endeavors underscore your Company's commitment to sustainable energy practices and advancing towards a greener future.

Your Company has a total installed capacity of 145 MW of Renewable Energy, out of which ~118 MW is from wind energy and ~27 MW is from solar energy. The power generated from

these projects is partially used to substitute power drawn from the grid. This helps in reducing carbon footprint in addition to optimization of the power cost. Your Company is committed to reduce its carbon emissions by implementing new renewable projects. Your Company has commissioned a 10 MW ground mounted solar power plant at GAIL Vijaipur during the year. In addition, your Company is setting-up 17.5 MW and 7.75 MW Floating Solar Projects at Pata and Vijaipur respectively.

Revenue of '63.94 crore has been generated from Power Generation activities during FY 2024-25 compared to '53.33 crore in FY 2023-24.

Marking a major step towards foraying into new & alternate energy and in line with the National Green Hydrogen Mission, GAIL has installed its first Green Hydrogen Plant at GAIL Vijaipur in Madhya Pradesh. Green Hydrogen plant has a capacity for producing 4.3 TPD of Hydrogen of 99.99% (by vol.) purity, through 10MW PEM (Proton Exchange Membrane) Electrolyzer unit, by electrolysis of water using renewable power. During FY 2024-25, the unit has produced around 120 MT of Hydrogen which was blended as a fuel along with Natural Gas for captive purpose in the various processes and equipment running in the existing plant at Vijaipur. Further, this hydrogen is planned to be dispensed to retail customers in the nearby geographies, transported through high pressure cascades.

Your Company will use Renewable Power from the recently commissioned 10 MW ground-mounted Solar Project at Vijaipur to meet the requirement of green power for the 10 MW PEM Electrolyzer.

viii. Sustainable Development and Net Zero

Your Company firmly believes in integrating Environmental, Social and Governance (ESG) across its value chain and aims to create a better world for the next generation. Your Company, being India's top Natural Gas Transmission and Distribution entity, is dedicated towards advancing the Country's energy sector in a sustainable way, by incorporating Sustainability in its operations and decision making.

Being a responsible energy Company and to further accelerate its Decarbonization goals, your Company aims for 100% reduction in Scope-1 & Scope-2 emissions by the year 2035. The roadmap has been developed after conducting a detailed study on "Science-based Net-Zero Ambition and Action Plan". Your Company has advanced a step in this direction by completing a pilot project for replacement of a gas turbine drive with a 3.6 MW electrical motor drive in one of its gas turbine compressor fleet at Vijaipur. The experience gained during the implementation of the pilot project will equip your Company to better plan and execute the replacement of gas turbine drives for other compressors based on the feasibility in phased manner.

ix. Research & Development (R&D) and Start-ups

Your Company has recently acquired 30 acres institutional land at IMT, Sector 22, Sohna from HSIIDC for the establishment of a state-of-the-art R&D Centre. This upcoming facility will anchor GAIL's long-term innovation strategy and will focus on seven key research verticals: Pipeline Technology, Natural Gas Value Addition, Polymers and Petrochemicals, Renewables including Battery Technology, Nanotechnology, Biotechnology and Central Analytical Services. Our advanced research in these domains is expected to significantly contribute to shaping the future of the energy sector and enhancing GAIL's technological leadership.

Your Company continues to foster innovation, entrepreneurship and sustainable development by investing in promising and high-growth potential Start-Ups across diverse sectors under its ambitious Start-Up initiative 'Pankh'. The initiative aims to derive long-term strategic benefits such as access to new technologies, technical know-how and societal impact. In recognition of its expanding vision and increasing opportunities, during FY 2024-25, your Company has increased the Start-Up investment fund, increasing corpus to be invested in Start-Ups from Rs100 crore to Rs500 crore.

Your Company has so far supported 38 Start-Ups with a total investment commitment of approx.'77.38 crore and a total disbursement of approx. '68.09 crore. The impact of these investments is significant, with Start-Ups contributing to improved operational efficiency, green energy transition and inclusive access to essential services.

During the year, your Company has signed investment agreements with 3 Start-Ups with a commitment of approx. '6.69 crore. Moreover, during the year, 04 Start-Ups supported by your Company raised follow-on funding at higher valuations, reflecting the growing notional value of the initial investments.

In acknowledgment of these efforts, your Company was honored with the prestigious "Start-Up Excellence Award" in the "Investment in Start-Ups" category at the Governance Now 11^th PSU Awards. These achievements reaffirm your Company's position as a leading PSU investor in Start-Ups and its commitment to innovation-led, inclusive and sustainable growth.

x. Project Execution

FY 2024-25 has been fruitful particularly for pipeline project execution. Your Company has achieved commissioning of ~277 km and lowering of 717 km of natural gas pipeline during the year. Pipeline projects continued being major

thrust area to build natural gas infrastructure in the country. Your Company is laying around 3,300 km of pipeline as a part of National Gas Grid & other small connectivities which are under different stages of execution. Further, two Liquid Hydrocarbon pipelines namely Uran-Usar Propane Pipeline & Vijaipur to Pata C2/C3 pipeline are under various stages of project execution. Your Company is pleased to announce a significant achievement in the implementation of the Pradhan Mantri Urja Ganga Pipeline project, officially known as the Jagdishpur-Haldia & Bokaro-Dhamra Natural Gas Pipeline (JHBDPL). In FY 2024-25, the Durgapur-Kolkata Section of the Durgapur-Haldia Pipeline has been successfully commissioned. This milestone reinforces our commitment to strengthening India's energy infrastructure and expanding the reach of clean and affordable natural gas across the eastern region. With this development, 3118 km out of the total planned 3289 km pipeline network under JHBDPL (including Barauni-Guwahati Pipeline) has now been commissioned. This progress brings us closer to realizing the project's vision of providing reliable energy access, boosting industrial growth and supporting a gas-based economy across the states of Uttar Pradesh, Bihar, Jharkhand, Odisha, West Bengal and North-Eastern States. We remain focused on completing the remaining sections of the pipeline and delivering on our mission to fuel India's sustainable growth. All the 4 major anchor Fertilizer plants, namely M/s Matix Fertilizers, Durgapur and 03 units of M/s Hindustan Urvarak & Rasayan Limited (HURL) at Gorakhpur, Sindri and Barauni are drawing full volumes.

Your Company is actively progressing towards completion of key pipeline projects to strengthen the National Gas Grid. The 1,702 km Mumbai-Nagpur-Jharsuguda Pipeline (MNJPL), originating from Thane (Maharashtra) and ending at Jharsuguda (Odisha) with a spur line from Nagpur to Jabalpur, is anticipated to be completed progressively by September 2025. The 901 km Kochi-Koottanad-Bengaluru-Mangaluru Pipeline Phase-II (KKBMPL-II), passing through Kerala, Karnataka and Tamil Nadu, has its Kochi to Mangaluru Section (450 km) and part of Koottanad-Bengaluru Section (129 km) already commissioned and supplying to anchor customers, while construction is in progress in approx. 322 km in the Tamil Nadu, targeted for completion by December 2025. The 743 km Srikakulam-Angul Pipeline (SAPL), traversing 12 districts in Andhra Pradesh and Odisha, has completed its 421 km mainline with commissioning going on progressively (92 km already commissioned), with construction underway in the remaining 322 km spur line, also anticipated to be completed by December 2025. Additionally, the 152 km Gurdaspur-Jammu Pipeline (GJPL), spanning five districts across Punjab and the Union Territory of Jammu & Kashmir, is under active construction in the Jammu Section and is targeted for completion by July 2026. These pipeline projects will significantly enhance your Company's gas transmission network while supporting the national objective of expanding clean energy access across the country.

Under the Petrochemical business vertical, your Company is in the process of setting up a 500 KTA Propane Dehydrogenation and Polypropylene (PDH-PP) Plant at Usar, Maharashtra. This would be the first plant in India using Propane Dehydrogenation technology for the production of Propylene. All the equipment are delivered at site and construction activities are in progress with a commissioning target in FY 2025-26. Your Company is also setting up a 60 KTA Polypropylene (PP) plant at Pata which is near to the mechanical completion and expected to

be onstream in FY 2025-26. Your Company is also setting up 50 KTA Isopropanol (IPA) unit at Usar and Licensor Selection is at advanced stage.

Total capex incurred on the projects under execution is around Rs15,000 crore as on 31.03.2025.

With the commissioning of the breakwater after receipt of all statutory approvals, Dabhol LNG Terminal of your Company's subsidiary Konkan LNG Limited, has now been designated an all-weather port which is a critical transformation that ensures safe and reliable LNG operations even during the southwest monsoon, traditionally a challenging period for marine logistics on India's west coast.

Your Company has successfully berthed and discharged first LNG vessel during monsoon at the Dabhol LNG Terminal. The vessel, GAIL Bhuwan, was received on June 2, 2025 marking the commencement of uninterrupted, round-the-year operations at the terminal.

GMPL is in advanced stage of reviving the 1.25 KTA Purified Terephthalic Acid (PTA) plant's assets and machinery, acquired through NCLT process from erstwhile JBF Petrochemicals Limited and it aims to commission and start production in February 2026.

xi. Bio-Gas/Compressed Bio-Gas/Ethanol

India's transition towards sustainable energy has gained significant momentum in recent years with Biogas emerging as one of the key ingredients in this transition. Your Company was mandated in April 2021 by MoP&NG to operationalize the CBG-CGD Synchronisation scheme to supply Biogas to CGD sector on a pan India basis. Due to resolute execution by your Company, the Synchronisation Scheme has today emerged as the most preferred option for Biogas producers and CGD entities across India.

As of 31^st March 2025, your Company has commenced Biogas supplies in 61 Geographical Areas in the country, whereby your Company crossed a sale of 2.1 lakh SCMD in March 2025. Total 146 Tripartite Agreements have been signed all over India

under the Synchronisation Scheme with 107 Biogas producers and 34 CGD entities. This growth momentum will continue to shape the Biogas ecosystem in India. The Synchronization Scheme represents a transformative shift in India's biogas sector and your Company is well placed to enable this shift towards a self-reliant and low-carbon energy economy.

Aligned with Net Zero aspirations and import reduction objectives, GAIL Board has approved acquisition of equity in M/s Leafiniti Bioenergy Private Limited (LBPL), subsidiary of M/s TruAlt Bioenergy Limited (TBL) and setting up of 10 Compressed Bio Gas (CBG) plants through LBPL, subject to DIPAM approval.

Your Company has selected an experienced player in the CBG sector to explore the formation of a joint venture for setting up Municipal Solid Waste-based CBG plants across the country. Further, your Company has signed a Memorandum of Understanding (MoU) with VERBIO India Private Limited (VERBIO) to jointly explore the establishment of Agricultural Residue-based Compressed Biogas (CBG) plants in India. Under the terms of the MoU, the parties intend to work together to identify suitable locations for setting up of greenfield Agri Residue-based CBG plants in a JV mode. The parties envisage to undertake feasibility studies of the identified projects. Based on the outcome of studies, the parties will secure investment approval from their respective management for investment in the project(s) and forming a JV Company. Further, in line with the MoU, your Company may explore the possibility of acquiring equity in the existing CBG plant of VERBIO in the State of Punjab.

Your Company has set up its first CBG plant of 5 Tons Per Day (TPD) CBG production capacity at Ranchi (Jharkhand) which was inaugurated by the Hon'ble Prime Minister Shri Narendra Modi on 02.10.2024. The CBG plant facility is designed to convert organic fraction of Municipal Solid Waste (MSW) into CBG, having feedstock processing capacity of 150 TPD and production capacity of 5 Tonnes Per Day (TPD), with a total investment of Rs26 crore.

In order to source the land for the CBG plants, GAIL has signed Memorandum of Understanding (MoU) with Punjab

Energy Development Agency for land for 10 CBG plants based on Agri- residue in the State of Punjab. Your Company has also signed MoUs with Chhattisgarh Biofuel Development Authority and concerned Municipal Corporations of Raigarh, Korba and Ambikapur for land for CBG plants at Raigarh, Korba and Ambikapur in the State of Chhattisgarh.

Further, your Company is pursuing with various Government departments/ agencies/ bodies for allocation of land and feedstock for setting up CBG plants at various locations across the country. In line with this, your Company has been allotted a land parcel of 14.06 acre at Kadipur Tehsil in Sultanpur District, U.P. for setting up 20 TPD CBG plant based on Agriresidue feedstock and land leased agreement has also been signed with UPNEDA for the same.

GAIL Board has approved acquisition of equity in Anita Greenfuels Private Limited (AGPL) for setting up 500 Kilo Liters Per Day (KLPD) First Generation (1G) grain-based Ethanol Plant in Rajasthan, subject to DIPAM approval.

xii. Overseas Business

Your Company is constantly expanding its global presence through its participation in projects/ventures along the natural gas value chain.

Your Company is a part of consortium in two offshore E&P blocks (A-1 & A-3) in Myanmar. Around 15.33 MMSCMD of gas is being produced from these blocks and supplied to China and Myanmar through South East Asia Gas Pipeline Company Limited (SEAGP), in which GAIL is also an equity partner.

Your Company holds equity interest in two CGD companies in Egypt, namely Fayum Gas Company (FGC) and National Gas Company (Natgas). Your Company is also an equity partner in China Gas Holdings Limited (China Gas), a retail gas Company involved in city gas and CNG business in China and listed on the Hong Kong Stock Exchange.

Your Company formed GAIL Global (USA) Inc. ("GGUI") in Houston, Texas as its wholly-owned subsidiary and acquired Shale gas assets. GAIL Global (USA) LNG LLC ("GGULL"), a wholly-owned stepdown subsidiary was formed for sourcing of Natural Gas, pipeline transportation and liquification arrangements at Dominion Cove Point. Your Company also formed GAIL Global Singapore Pte. Ltd ("GGSPL") as its wholly- owned subsidiary in Singapore for LNG trading.

Your Company holds 26% equity interest in M/s LNG Japonica Shipping Corporation Limited ("Japonica"), a Company holding the charter rights of LNG vessel (GAIL Bhuwan) for 14.5 years commencing March 2021.

Subsidiaries / Associates / Joint Ventures

To support its strategic business growth, your Company has established multiple Subsidiaries, Associate Companies and Joint Ventures across key segments such as:

? Subsidiaries: GAIL Gas Limited, Bengal Gas Company Limited and Tripura Natural Gas Company Limited.

? Joint Ventures: Indraprastha Gas Limited, Mahanagar Gas Limited, Aavantika Gas Limited, Bhagyanagar Gas Limited, Central UP Gas Limited, Green Gas Limited, Maharashtra Natural Gas Limited, Vadodara Gas Limited, China Gas Holdings Limited and Fayum Gas Company.

• Natural Gas Pipeline Transportation: Indradhanush Gas Grid Limited and South East Asia Gas Pipeline Company.

• Gas Production, Sourcing & Trading: GAIL Global (USA) Inc., GAIL Global (USA) LNG LLC, GAIL Global (Singapore) Pte. Limited, Indian Gas Exchange and Bharat Energy Office LLC.

• LNG Shipping: LNG Japonica Shipping Corporation Limited.

• Petrochemicals: Brahmaputra Cracker and Polymer

Limited, ONGC Petro-additions Limited and GAIL Mangalore Petrochemicals Limited.

• Fertilizer, Power & Environment friendly use of Coal:

Ramagundam Fertilizers & Chemicals Limited, Talcher Fertilizers Limited, Coal Gas India Limited and ONGC Tripura Power Company Limited.

• Re-gasification Terminal: Konkan LNG Limited and Petronet LNG Limited.

• Financing Activities: GAIL Global IFSC Limited.

Your Company continues to explore synergistic acquisition and investment opportunities in both core and emerging sectors. Equity investment proposals are regularly evaluated in line with strategic priorities.

Your Company has formed GAIL Global IFSC Limited as wholly owned subsidiary in International Financial Services Centre (IFSC) at Gujarat International Finance Tec-City (GIFT City) Gujarat. GAIL Global IFSC Limited will operate as a finance Company in IFSC GIFT City to undertake Global/Regional Corporate Treasury Centers activities and/ or Ship Leasing activities or other permissible activities.

Government of India has accorded approval to ONGC for infusion of additional equity capital in ONGC Petro additions Limited (OPaL), conversion of back stopped Compulsorily Convertible Debentures etc. After effecting the same, OPaL has become subsidiary of ONGC with 95.69% equity stake and GAIL stake has reduced to 4.19%.

Your Company has formed Coal Gas India Limited, a joint venture company with Coal India Limited for setting up of Coal to Synthetic Gas Plant at Eastern Coalfield Limited, Bardhman, West Bengal. Your Company has 49% stake in the Company.

Subsidiary or joint venture entities played a vital role in GAIL's business expansion and diversification. A statement highlighting the key financial indicators of these entities, in accordance with Section 129(3) of the Companies Act, 2013, is provided under the Consolidated Financial Statements Section of this Annual Report.

All related party transactions during the year were conducted on an arm's length basis and in the ordinary course of business. No investments in subsidiary or joint venture entities were discontinued during the year.

Dividend

Your Company takes pride in being a consistent dividend-paying Company. The Board of Directors had approved payment of Interim Dividend during the financial year 2024-25 @ 65% of the paid-up Equity Share Capital of Rs6,575.10 crore i.e. Rs6.50 per Equity Share out of the profits of the Company for the Financial Year 2024-25 to the Equity Shareholders amounting to Rs4,273.81 crore. The Interim Dividend(s) were paid in February, 2025.

The Board of Directors has also recommended the payment of Final Dividend @ 10% ( Rs1/- per equity share) on the paid-up equity share capital of the Company for the FY 2024-25 subject to approval of shareholders.

The details of the Unclaimed Dividend are covered in the Corporate Governance Report Section, which forms part of the Board's Report.

Contribution to Exchequer

Your Company has contributed Rs17,567.85 crore in FY 2024-25 to the Central & State exchequer through duties, taxes and others as compared to Rs16,536.35 crore in FY 2023-24.

Memorandum of Understanding (MoU) Performance

The Memorandum of Understanding (MoU) is signed every year between your Company and its administrative ministry i.e. Ministry of Petroleum & Natural Gas (MoP&NG) to assess and enhance performance of the Company through the targets set therein. The MoU for FY 2024-25 was signed between Secretary (P&NG), Government of India and Chairman & Managing Director of your Company.

The evaluation of MoU of your Company for FY 2024-25 is under process. Evaluation of MoU for FY 2023-24 has been completed by Department of Public Enterprises (DPE) in which your Company has achieved 'Excellent Rsrating.

Employee Stock Option (ESOP)

Your Company has not provided any Employee Stock Option. Therefore, disclosure requirement in relation to ESOP under Rule 12(9) and Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 is not applicable.

Disinvestment by President of India

Your Company is promoted by the Government of India (Gol). Shareholding of Gol as on 31^st March, 2025 is 51.52 %. During FY 2024-25, no disinvestment of GAIL's shares was done by Gol.

Credit Rating of the Company

• Domestic Rating

Your Company has been reaffirmed with the highest domestic credit rating of 'AAA Rswith stable outlook by ICRA, CARE and India Ratings. This signifies the highest domestic long-term credit rating in India and hence, signifies a very low credit risk of the Company.

• International Rating

The International Rating Agency, Moody's International, Singapore, has assigned to your Company the Long-Term Corporate Issuer Rating of 'Baa3 Rswith Stable Outlook which is equal to the Sovereign Rating of India. Further, Fitch Ratings has assigned to your Company, a Long-term Issuer Rating of 'BBB- Rswith a Stable Outlook, which is also equivalent to the Sovereign Rating of India. They have mentioned that GAIL's rating could be upgraded if India's sovereign rating is upgraded.

Debt Portfolio Management

The Company efficiently managed its liquidity requirements through a prudent combination of short-term borrowings and internal accruals. As no long-term borrowings were raised during the current year, all Capex was fully funded through internal accruals. Shortterm mismatches were effectively addressed through working capital facilities, with the debt-equity ratio maintained at a very low level, reflecting a strong balance sheet position.

In line with its objective of maximizing returns on surplus funds while ensuring capital preservation, the Company relied on its existing treasury instruments—namely investments in Mutual Funds, Term deposits, the Tri-party Repo System (TREPS) and the Clearcorp Repo Order Matching System (CROMS) which have continued to deliver strong, risk-adjusted returns.

Particulars of Loans, Investments and Corporate Guarantees

Details of investments, loans and guarantees covered under Section 186 of the Companies Act, 2013 forms part of the Financial Statements presented in this Annual Report.

Vigilance

Vigilance Department of your Company is ISO-9001:2015 certified for having adopted Quality Management System in compliance with the requirements of ISO.

During the year, various steps were taken that focused on prevention of corruption and bringing in systemic improvements for ensuring greater transparency, fairness, efficiency and accountability. To sensitize and for competency building of employees about various aspects of contract management, procurement, cyber security and fraud prevention, specialized trainings were organized at different GAIL locations. Vigilance awareness program for various stakeholders were organised through vendor and customer meets and Gram Sabhas. Vigilance Awareness Week (VAW) 2024 was observed at Corporate Office and all site Offices from 28^th October to 03^rd November 2024, under the guidance of Central Vigilance Commission (CVC) on the theme "Culture of Integrity for Nation's Prosperity"; "'tfrtPlgl Rs Rs Rs RsQ". A Summary of vigilance cases

handled during the year 2024-25 is as under:

Customer Relationship

Customer loyalty and satisfaction are at the heart of your Company's business and is highly essential for its long-term growth. Your Company reviews its strategies, redefines its approaches and undertakes business initiatives focused on providing better services. It believes in keeping its customers informed about the business operations to build lasting relationships and ensure better customer satisfaction.

Information Systems and Technology

Your Company has consistently maintained a leading position by staying updated with the latest technology trends, aiming for continuous system enhancements to gain a competitive advantage.

Your Company has migrated its SAP system to the latest SAP S/4 HANA, the next generation ERP suite, hosted on cloud. This transition will empower the Company to innovate continuously by combining cloud agility and emerging technologies like AI/ML, Automation, Analytics etc., while providing enhanced performance & improved user experiences. Your Company is also migrating its Microsoft

email and office suite applications to the latest release in the cloud environment.

Your Company has taken several initiatives to facilitate its external stakeholders. Your Company has seamlessly integrated Open Access Portal with SAP for smooth functioning of NG pipeline capacity booking. SAHYOG portal is implemented for the customers to facilitate clearing of their invoices. A robust solution for Vendor Bank Accounts Management has been implemented using 'Penny Drop Rsfacility. 'GAIL Meter Prover Rsportal has been implemented for managing end-to-end process of customer's Gas flow meters calibration.

Your Company has implemented cybersecurity ecosystem to protect its digital infrastructure. It aims to prevent and effectively respond to cybersecurity incidents, ensuring continuous availability of IT services and business-critical applications.

Your Company was conferred with the coveted SAP ACE Award - 2024 under the category "The Disruptor- Finance Transformation" for Implementation of Trust Accounting.

Corporate Communication

Your Company has sparked nationwide interest in clean energy through a well-defined communication strategy and a diverse media mix with an objective to reach diverse target groups.

During the Financial Year, your Company actively participated in national and international exhibitions by setting up thematic stalls showcasing the gas sector and the broader energy industry. Your Company placed significant emphasis on developing a range of films, catering to diverse objectives from corporate branding to educational and awareness initiatives. In a targeted effort to raise public awareness about pipeline networks in densely populated areas, your Company also leveraged radio as a mass communication medium. Brand promotion through varied corporate events, including participation through seminars on educational and hydrocarbon sector, prominent outdoor displays, fapade branding, Bhikaji Cama Place Metro Station, Airports and City Gas Distribution (CGD) in selected Geographical Areas. Embracing newer modes of communication, the Company integrated digital outreach with influencers across various platforms. The "Wah Kya Energy Hai" campaign challenged the stereotype that CNG vehicles are only for public transport, promoting the benefits of eco-friendly fuel options like CNG and PNG (Domestic, Commercial and Industrial) for all users.

GAIL's "Hawa Badlo - #ReconnectToRoots" campaign highlighted India's traditional environmental values, encouraging sustainable living and lifestyle changes. The campaign reached millions with its positive messaging.

Additionally, your Company's communication efforts highlighted its strong commitment to environmental health, safety, cultural values and community development, underscoring your Company's dedication to building a cleaner and greener future for all.

Representation of Priority Section

Your Company has been complying with the Presidential Directives on Reservation and other instructions/guidelines issued from time to time pertaining to Policies and Procedures of Government of India. Group-wise details with regard to total number of employees and the representation of Scheduled Castes, Scheduled Tribes, Other Backward Classes, Economically Weaker Sections, Persons with Benchmark Disabilities amongst them as on 31^st March, 2025 are given in the table below:

A total of 177 new employees joined your Company during the FY 2024-25. Total Manpower of the Company as on 31^st March, 2025 stood at 5010 (including CMD, Whole-time Directors & CVO) with 16.62% of its employees belonging to the SC category, 6.74% to the ST category & 26.36% to the OBC category. Further, out of total employees 7.34% belong to the Minorities and 2.09% of the total workforce belong to the Persons with Benchmark Disabilities (PwBDs) category. Your Company's workforce is comprised of 349 women employees (i.e. 6.97% of its employees) as on 31^st March, 2025. The Company's attrition rate is 0.86%, which is a testament to its strong human capital management.

Official Language

The Official Language Implementation Committees at the Corporate and Work Centre level meet every quarter to monitor and review the progress made for achieving the targets fixed in the Annual Program issued by the Official Language Department, Ministry of Home Affairs, Government of India.

As many as 144 Hindi workshops were conducted during FY 2024-25 in which 2730 employees were imparted training. Hindi Fortnight was observed across your Company from 14^th to 29^th September, 2024 to propagate linguistic harmony and to motivate the employees for the progressive usage of Hindi in their day-today work. Vishwa Hindi Diwas was celebrated across GAIL on 10^th January, 2025.

The first Sub-Committee of Committee of Parliament on Official Language inspected GAIL Jamnagar, Ahmedabad, Jaipur and Mansarampura Office(s) to review the steps undertaken to promote the Official Language at these locations.

Your Company was also awarded the Second Prize for FY 2023-24 under the Rajbhasha Keerthi Puraskar Yojana of Department of Official language, Ministry of Home Affairs in the Public Sector Undertakings category 'A RsRegion for best implementation of Official Language Policy of Government of India on 14^th September, 2024 during the Hindi Diwas Celebrations at Bharat Mandapam, New Delhi.

Disclosure in relation to Sexual Harassment of Women at Workplace

Your Company has in place a robust Policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 with respect to FY 2024-25 is as under:

Maternity Benefit Act

Your Company has complied with all applicable provisions of the Maternity Benefit Act, 1961.

Procurement from Micro and Small Enterprises (MSEs)

Your Company is a socially responsible business organization and offers ample opportunities via. its Public Procurement Policy (PPP) for vendors and suppliers. This gives fair opportunities to MSEs, encouraging participation and cultivating sustainable growth.

While implementing its PPP for MSEs, your Company focuses on the following minimum allocation: 25% of the procurement from MSEs, 4% from MSEs owned by the SC/ST entrepreneurs and 3% from MSEs owned by the women entrepreneurs.

In terms of the said policy, during the FY 2024-25, your Company made total procurement of '1,760 crore from MSEs, which is 48.87% of the total eligible value of annual procurement of '3,601 crore. The procurement made from MSEs owned by SC/ ST Entrepreneurs is '167 crore, which is 4.64% of the total eligible value of annual procurement and that from MSEs owned by women entrepreneurs is Rs280 crore, which is 7.80% of the total eligible value of annual procurement.

Further, 20 Vendor Development Programmes for MSEs (including 4 Special Vendor Development Programmes/Hand Holding Sessions especially for MSEs owned by SC/ST & Women Entrepreneurs) were conducted.

Your Company is registered on the Trade Receivable e-Discounting System (TReDS) portal of all the four service providers (i.e. M/s C2TReDS, M/s Mynd Solutions, M/s A TReDS and M/s RXIL) for making payment to MSEs vendors through TReDS portal.

Your Company has made timely payment to MSE vendors in FY 2024-25.

Procurement through Government e-Marketplace (GeM)

The GeM is a Government-run e-commerce portal. It is a one-stop platform to facilitate and enable easy online procurement of Goods & Services that are needed by various Government Departments, Organizations and PSUs.

All work centers of your Company are registered on GeM Portal and are procuring the Goods & Services available on the portal through GeM only. During the FY 2024-25, your Company has made procurements worth '2,114 crore from GeM Portal against the target of Rs1,800 crore thus surpassing the same by 17%.

During the FY 2024-25, your Company has successfully carried out the integration of its ERP system with GeM portal.

Right to Information (RTI)

To promote transparency and accountability, an appropriate mechanism has been set up across the Company in line with the provisions of Right to Information Act, 2005. Your Company has nominated 01 Central Public Information Officer (CPIO) and 01 Link-CPIO /Nodal Officer (RTI) at Delhi Corporate office. Besides, 59 Assistant CPIOs and 26 First Appellate Authorities are also nominated across all of its units/offices to provide information to citizens under the provisions of the Right to Information Act, 2005.

Your Company has hosted RTI Guidelines and related information on its website and the same may be accessed at https://gailonline.com/ RTI.html. Besides, MIS Report on RTI applications, Record Retention Schedule and contact details of CPIO/Link-CPIO and ACPIOs have also been web-hosted under the same link.

Keeping in view the purpose of suo-motu disclosures under Section 4 of the RTI Act, 2005, your Company has hosted a dedicated page on its website, through which a large amount of information is placed in the public domain on proactive basis. This is being done to increase the transparency and accountability in the working mechanism of your Company and to reduce the need for filing individual RTI applications.

Further, your Company has been made LIVE on the Government of India-DoPT Online RTI Portal from July, 2016 and ever since information is being provided through Online mode also. As on date, more than 80% of the RTI applications/1^st stage appeals are received through online RTI portal. All RTI applications received in online/offline mode are being processed as per the provisions of the RTI Act, 2005 and the information is provided accordingly within prescribed time limit. For FY 2024-25, your Company has achieved 100% disposal rate in respect of RTI Applications and First stage RTI Appeals.

A total of 813 RTI applications and 99 RTI first stage Appeals were received and disposed off under the provisions of the RTI Act, 2005. Besides, a total of 34 Hearings regarding second stage RTI appeals were attended at Central Information Commission (CIC). All the 34 second stage appeals were disposed off by CIC in favour of your Company during the FY 2024-25.

Risk Management

The details on the Risk Management activities including the implementation of risk management policy, key risks identified and their mitigations are covered in the Management Discussion and Analysis Section, which forms part of the Board's Report.

Management Discussion and Analysis

In terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and clause 4.5 of DPE Guidelines on Corporate Governance, the detailed Management Discussion and Analysis forms part of the Board's Report at Annexure-A.

Corporate Governance

Your Company believes that good corporate governance plays a critical role in establishing a positive organizational culture. Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and DPE guidelines on Corporate Governance, a report on Corporate Governance forms part of Board's Report at Annexure-B.

The details of the meetings & composition of the Board, Statutory Committees of the Board including the terms of reference, Company's policy on Directors Rsappointment and their remuneration, their shareholding in the Company, details of the establishment of whistleblower mechanism, details related to Annual General Meeting, information pertaining to Dividends declared, Investor Education & Protection Fund (IEPF) details and other matters etc. are part of report on Corporate Governance.

The Statutory Auditors of the Company have examined and certified your Company's compliance with respect to conditions of Corporate Governance enumerated in SEBI LODR and DPE guidelines on Corporate Governance. The certificate forms part of Board's Report at Annexure-C.

Business Responsibility & Sustainability Report (BRSR)

Your Company has adopted Business Responsibility & Sustainability Report (BRSR) describing the initiatives taken by the Company from an Environmental, Social and Governance perspective and the same forms part of the Annual Report.

Regulatory or Courts Order

During the FY 2024-25, 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.

Your Company and SEFE Marketing & Trading Singapore Pte Limited ("SM&TS") reached an amicable settlement during the FY 2024-25 regarding the arbitration proceedings initiated by GAIL related to the non-supply of LNG cargoes to your Company during 2022/2023. Deliveries to your Company were restored since March 2023. The settlement includes a payment of US$ 285 million by SM&TS to GAIL and withdrawal of the arbitration proceedings.

Reporting of Frauds by Auditors

The Auditors in their report for the year have not reported any instance of fraud committed by the officers/employees of the Company.

Material Changes Affecting the Company

There have been no material changes and commitments affecting the financial position of the Company between the end of the Financial Year and date of this report. There has been no change in the nature of the business of the Company.

Compliance with Secretarial Standards

The Company has followed the applicable Secretarial Standards, with respect to Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

i. Statutory Auditors

The Statutory Auditors of your Company are appointed by the Comptroller & Auditor General of India (C&AG). Ravi Rajan & Co. LLP, New Delhi and Arun K Agarwal & Associates, New Delhi were appointed as Joint Statutory Auditors for the FY 2024-25.

Notes on Financial Statements referred to in the Statutory Auditors RsReport are self-explanatory. There are no qualifications on the financial statements by the Statutory Auditors for FY 2024-25.

ii. Comptroller and Auditor General of India (C&AG) Audit

Comptroller and Auditor General of India (C&AG) conducts Supplementary Audit of Financial Statements. Review and Comments of C&AG, if any, on the Company's Financial Statements for the financial year ended 31^st March, 2025 forms part of the Financial Statements.

C&AG paras from other audits: In addition to the supplementary audit of the financial statements mentioned above, the C&AG conducts audits of various nature. As on 31^st March 2025, there are thirteen (13) C&AG published paras pending for closure related to irregular payment of stagnation relief, irregular payment of income tax on perquisites to employee, benefit extended to private power producers, non-recovery of additional charges from RIL on account of over drawal of gas, abandoned E&P blocks, irregular payment towards encashment of Half pay/Sick leave/Earned leave, irregular payment towards employer's share of EPF contribution on leave encashment, Petrochemical Production and Project Management, safety preparedness of Oil & Gas transmission pipelines, special monetary appreciation to its employees, benefit extended to the executives in the form of shift allowance, infructuous expenditure due to non-compliance with O&M guidelines, benefit extended to the executives in the form of payment of running and maintenance expenses of vehicles.

iii. Cost Auditors

Your Company is maintaining Cost Accounting Records as prescribed under the Companies (Cost Records and Audit) Rules, 2014, specified by the Central Government under Section 148(1) of the Companies Act, 2013.

Your Company appointed Cost Auditors for FY 2024-25 as follows:

M/s R J Goel & Co., New Delhi is the Lead Cost Auditor.

The cost audit reports are filed by the Lead Cost Auditor with the Central Government in the prescribed form within the stipulated time. There are no qualifications in the Cost Audit Report by the Cost Auditors for FY 2023-24.

The Cost Audit Report for the financial year ended March 31, 2025 will be filed within the prescribed time period under the Companies (Cost Records & Audit) Rules, 2014.

iv. Internal Auditor

Your Company has an in-house Internal Audit Department, which is headed by Executive Director. The audit assignments are carried out as per Annual Audit Program approved by the Audit Committee. The Internal Audit Department has a mix of officials from Finance and Technical functions who carry out extensive risk based and technology-based audit throughout the year covering every business process. The significant audit observations are being reported to the management on periodical basis and unsettled audit issues are also being reported to Audit Committee. The audit reports are also shared with the Statutory Auditor, who review the efficiency of internal financial control. All these have resulted in strengthening of Internal Control systems.

v. Secretarial Auditor

Your Company appointed M/s Agarwal S. & Associates, New Delhi as Secretarial Auditor for FY 2024-25. Secretarial Audit Report confirming compliance by Practicing Company Secretary to the applicable provisions of the Companies Act, 2013, SEBI LODR and other applicable laws forms part of the Board's Report as Annexure-D.

As per the provisions of the Section 134(3) of the Companies Act, 2013, Board of Directors in their Board Report is required to provide explanations or comments on every qualification, reservation or adverse remark made by the Company Secretary in practice in his report.

The observations made by Secretarial Auditor in its Audit Report and Company's response thereon are at Annexure-DI.

Performance Evaluation of Directors

As per notification dated 5^th June, 2015 issued by the Ministry of Corporate Affairs, Government of India, Government Companies are exempted from complying with provisions of Section 134(3)(p) of the Companies Act, 2013. Your Company is a Central Public Sector

Enterprise (CPSE) and appointment/nomination of all the Directors including Independent Directors are being done by the Government of India. Therefore, such particulars are not included in the Board's Report.

Corporate Social Responsibility (CSR)

Your Company firmly believes that the commitment towards playing a defining role in the development of its stakeholders extends to uplifting lives of the marginalized segments of the society, living in and around its areas of operation. The principles of Corporate Social Responsibility (CSR) are deeply imbibed in your Company's corporate culture. In accordance with provisions of Section 135(5) of the Companies Act, 2013, your Company was required to spend 2% of average net profit of the preceding three years after setting off the excess expenditure of the previous financial years i.e. Rs149.06 Crore ( Rs182.32 crore - '33.26 crore). To amplify outreach efforts, the Company has incurred an expenditure of '183.77 crore for CSR. Excess expenditure of '34.71 crore incurred in FY 2024-25 is available for set off in subsequent years.

Annual Report on CSR activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is placed at Annexure-E.

Your Company's CSR Policy is also available on Company website at httDs://www.aailonline.com/CSRPolicv.html

Energy Conservation, Technology Absorption and Foreign Exchange Earnings & Outgo

As per the requirement of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, details of conservation of energy and technology absorption and foreign exchange earnings and outgo forms part of the Board's Report at Annexure-F.

Particulars of Contracts or Arrangements with Related Parties

Your Company has formulated the policy on dealing with Related Party Transactions and the same is also hosted on the Company's website at https://www.gailonline.com/pdf/InvestorsZone/GAIL%20 Related%20Partv%20Transaction%20Policv 27052025.pdf

During the year, all RPTs were on arm's length basis and in the ordinary course of business. Therefore, there is no RPT which required approval of the Board / Shareholders under Section 188(1) of the Companies Act, 2013. As such, no RPTs need to be reported in e-Form No. AOC-2, in terms of Section 134(3)(h) read with Section 188 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014.

Particulars of Employees

The provisions of Section 134(3)(e) of the Act are not applicable to a Government Company. Consequently, details on Company's policy on Directors Rsappointment and other matters as required under Section 178(3) of the Act, are not provided. Similarly, Section 197 of the Act is also exempt for a Government Company. Consequently, there is no requirement of disclosure of the ratio of the remuneration of each Director to the median employee's remuneration and other such details, including the statement showing the names and other particulars of every employee of the Company, who if employed

throughout/part of the Financial Year, was in receipt of remuneration in excess of the limits set out in the Rules are not provided in terms of Section 197(12) of the Act read with Rule 5(1)/(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Annual Return

Annual Return is hosted on Company's website at https://gailonline. com/IZAnnualReports.html

Dividend Distribution Policy

As per Regulations 43A of the SEBI LODR, your Company has formulated a Dividend Distribution Policy. The dividend pay-out is made in accordance with the Company's Dividend Distribution Policy.

The Dividend Distribution Policy of the Company is available on the Company's website, at https://gailonline.com/pdf/InvestorsZone/ GAIL Dividend Distribution Policy w.e.f. 30.01.2025.pdf

Acceptance of Deposits

Your Company has not accepted any Deposit from Public during the FY 2024-25 and as such, no amount of principal or interest was outstanding as on 31^st March, 2025.

Fund Raising

During FY 2024-25, your Company has not raised equity funds through preferential allotment or through qualified institutional placement.

Foreign Exchange Earnings and Outgo

During FY 2024-25, foreign exchange earnings were '19,179.51 crore and outgo was '54,732.57 crore as compared to foreign exchange earnings of Rs14,017.39 crore and outgo of '49,466.03 crore during FY 2023-24.

Board of Directors and Key Managerial Personnel

The following changes took place in the Board of Directors/ Key Managerial Personnel of your Company since 01^st April, 2024:

Appointment(s)/Re-appointment(s)

• Shri Akhilesh Jain, Independent Director w.e.f. 28.03.2025

• Shri Sanjay Kashyap, Independent Director w.e.f. 28.03.2025

• Smt. Kangabam Inaocha Devi, Independent Director w.e.f.

28.03.2025

• Shri Yajurvendra Anil Mahajan, Independent Director w.e.f.

28.03.2025

• Ms. Kamini Chauhan Ratan, Government Nominee Director

w.e.f. 19.06.2025

Independent Directors were appointed for a period of one year. Cessation(s):

• Shri Akhilesh Jain, Independent Director upto 07.11.2024

• Shri Sher Singh, Independent Director upto 07.11.2024

• Shri Sanjay Kashyap, Independent Director upto 07.11.2024

• Dr. Nandhagopal Narayanasamy, Independent Director upto 07.11.2024

• Smt. Kangabam Inaocha Devi, Independent Director upto

07.1 1.2024

• Prof. Dr. Ravikant Kolhe, Independent Director upto

07.1 1.2024

• Shri Asheesh Joshi, Government Nominee Director upto

18.06.2025

Three years tenure of Shri Akhilesh Jain, Shri Sanjay Kashyap and Smt. Kangabam Inaocha Devi, Independent Directors were completed on 07.11.2024 and later, the same were nominated by MoP&NG on 28.03.2025 and appointed by your Company as Independent Directors w.e.f. 28.03.2025.

The Board placed on record its deep appreciation for the valuable guidance and significant contribution made by outgoing Directors during their association with the Company.

Independent Directors RsDeclaration

Your Company has received necessary declaration from Independent Directors in accordance with Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI LODR, confirming that:

• They meet the criteria of independence as laid out in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI LODR.

• They have registered themselves with the database of Independent Directors maintained by the Indian Institute of Corporate Affairs under the Ministry of Corporate Affairs.

Familiarization Program for Independent Directors

The details of Independent Directors Rstraining/familiarization programmes are available on the Company's website at https:// gailonline.com/pdf/InvestorsZone/Website 21052025.pdf

Code of Conduct

Pursuant to the requirements of SEBI (LODR) Regulations, 2015 and DPE Guidelines on Corporate Governance, the Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct for the financial year ended 31^st March, 2025.

Insolvency and Bankruptcy Code, 2016

No application has been made under the Insolvency and Bankruptcy Code, 2016 (IBC), hence the requirement to disclose the details of the application made or any proceeding pending under the IBC during the year along with their status as at the end of the financial year is not applicable.

Directors RsResponsibility Statement

The Directors confirm that they have:

i) followed applicable accounting standards, along with proper explanation relating to material departures in the preparation of the annual accounts for the financial year ended 31^st March, 2025;

ii) selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

iii) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions

of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) prepared the annual accounts for the financial year ended 31^st March, 2025 on a going concern basis;

v) devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively; and

vi) laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

Acknowledgment

Your Directors express their gratitude for the help, guidance and support received from the Government of India, especially the Ministry of Petroleum and Natural Gas as well as the various State Governments, regulatory and statutory authorities.

Your Directors acknowledge the constructive suggestions received from Comptroller and Auditor General of India and Auditors and are grateful for their continued support and cooperation.

Your Directors also thank all the shareholders, business partners and members of the GAIL family for reposing their faith, trust and confidence in your Company.

All that have been achieved would not have been possible without the relentless and focused efforts of your Company's employees. We place our deep appreciation for their commitment.

Your Directors also express their gratitude for the help, guidance and support received from the outgoing Board Members.

Your Directors and employees look forward to the future with confidence and stand committed towards creating a mutually rewarding future for all stakeholders.