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companylogoMahanagar Gas Ltd

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BSE Code : 539957 | NSE Symbol : MGL | ISIN : INE002S01010 | Industry : Miscellaneous |


Directors Reports

To,

The Members

Your Directors have pleasure in presenting the Thirtieth Annual Report along with the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended March31, 2025.

FINANCIAL PERFORMANCE

The Company's financial performance (standalone and consolidated) for the year ended March31, 2025 is summarised below:

Sr. Particulars Standalone
No. As on March31, 2025 As on March31, 2024
a. Revenue from Operations 7,590 6,862
b. Other Income 184 175
c. Profit before Depreciation and Finance cost 1,694 2,019
d. Depreciation and Amortization Expenses 306 274
e. Finance cost 14 12
f. Profit before Tax [c-d-e] 1,374 1,733
g. Income Tax 329 444
h. Profit after Tax [f-g] 1,045 1,289
i. Other Comprehensive Income (2) (4)
j. Total Comprehensive Income [h+i] 1,043 1,285
k. Balance of Profit for earlier years 5,044 4,036
l. Balance Available for appropriation (j+k) 6,087 5,321
Appropriations:
m. Dividend Paid
Final - FY 2022-23 - 158
Interim - FY 2023-24 - 119
Final - FY 2023-24 178 -
Interim - FY 2024-25 119 -
n. Total Appropriations 296 277
o. Balance of profit carried in Balance Sheet [l-n] 5,791 5,044
Earnings Per Share (Face value of RS. 10.00 each) - Basic and Diluted (H) 105.78 130.50

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

Sr. Particulars No. Consolidated
As on March31, 2025 As on March31, 2024
a. Revenue from Operations 7,979 6,914
b. Other Income 167 175
c. Profit Before Tax 1,370 1,728
d. Profit After Tax 1,040 1,285
e. Total Comprehensive Income 1,038 1,281

STATE OF AFFAIRS OF THE COMPANY

Over the past three decades, your Company has made remarkable progress in establishing city gas infrastructure across India's most densely populated metropolitan area. Developing such infrastructure and ensuring efficient gas distribution in the nation's commercial capital necessitate robust safety protocols, flawless project execution capabilities and dependable operations. The Company has built strong core competencies that not only support the city's ongoing energy needs but also position it to meet the growing demands of a rapidly expanding urban landscape. With a vision to evolve into a diversified energy enterprise, the Company has undertaken strategic initiatives to both strengthen its core business and foray into emerging sectors. These initiatives aim to unlock new revenue streams and long-term growth. To realize this vision, the Company has focused on targeted acquisitions, infrastructure development, clean energy solutions and technological advancements.

Your Company has undertaken significant steps towards business diversification by strategically investing in emerging energy sectors. The acquisition of Unison Enviro Private Limited and entry into the LNG retail segment through its joint venture Company i.e. Mahanagar LNG Private Limited (‘MLPL'), underscore its commitment to strengthening its presence across the natural gas value chain and capitalizing on growth opportunities. As a part of this initiative, MLPL commissioned its first LNG dispensing station in Aurangabad during the year, with plans to expand across key strategic locations in Maharashtra and other regions. This development is well aligned with the Government's policy direction to transition heavy-duty commercial vehicles from diesel to LNG, thereby supporting India's broader net-zero emission goals.

Last year, your Company made a strategic entry into India's rapidly growing electric mobility sector through an investment in 3EV Industries Private Limited, a manufacturer of electric three-wheelers catering to both cargo and passenger segments. Recognizing the increasing demand for lithium-ion (Li-ion) cells in the mobility sector, the absence of large-scale domestic manufacturing and the need to support India's transition to electric vehicles, your Company further strengthened its position by committing to invest in Li-ion cell production through a Joint Venture with International Battery Company, Inc. A 1 GWh cell manufacturing facility is planned to be established in Bengaluru in two phases. The plant will be technology-agnostic and will initially produce prismatic NMC cells, primarily for the twowheeler market. In subsequent phases, the facility will scale up to 5 GWh capacity, incorporating LFP and other chemistries to meet evolving market demands.

Your Company is also advancing in setting up Compressed Biogas (‘CBG') plant and securing CBG sourcing from other producers,

aligning with the CBG blending mandate. This initiative will enhance domestic biofuel production, promote sustainability and reduce imports.

In line with its sustainability goals, your Company is actively working towards meeting its captive energy requirements through renewable sources. To this end, it is in the process of identifying a suitable partner for the development of a solar power plant. Beyond fulfilling its internal energy needs, the Company is also exploring broader business opportunities in the rapidly evolving renewable energy sector. These initiatives are aimed at strengthening its long-term competitiveness, particularly in the emerging green hydrogen space over the next 5 to 10 years. As part of this strategy, the Company plans to establish a pilot green hydrogen project to build operational experience and develop practical use cases. This initiative will support future applications such as hydrogen blending into the pipeline network and direct dispensing into hydrogen-powered vehicles.

While actively expanding into new and emerging energy domains, MGL remains firmly committed to its core business of city gas distribution. The Company is pursuing strategic acquisitions and partnerships to broaden its geographical presence and leverage the growing demand for CNG. Looking ahead, MGL's focused investments in LNG, green hydrogen, electric mobility and renewable energy are set to enhance its role in driving India's energy transition. These initiatives will not only support longterm growth but also reinforce the Company's commitment to sustainability and innovation.

DIVIDEND

Your Company takes pride in delivering consistent value to our shareholders through regular dividend distributions. The Board of Directors, at its meeting held on January 28, 2025, declared an Interim Dividend of RS. 12/- per equity share of face value of RS. 10/- each for the financial year 2024-25, which was paid to the members whose names appeared in the Register of Members/ List of Beneficial Owners as on the record date i.e. February 3, 2025.

Further, your Directors have recommended the Final Dividend of RS. 18/- per share in its Board Meeting held on May 06, 2025, subject to approval of shareholders at the 30th Annual General Meeting.

The Company's Dividend Distribution Policy is available on its website and can be accessed at https://www.mahanaqarqas. com:3000/_DividendDistributionPolicy_f4049de0be.pdf

TRANSFER TO RESERVES

During the year under review, no amount was transferred to any of the reserves by the Company. The closing balance of the Retained Earnings of the Company after appropriation for the financial year 2024-25 was RS. 5,791 Crore.

MERGER OF WHOLLY OWNED SUBSIDIARY WITH THE COMPANY

The Board of Directors of your Company at its meeting held on October 24, 2024, had approved the composite Scheme of Amalgamation of Company's wholly owned subsidiary i.e. Unison Enviro Private Limited (‘Transferor Company') with the Company (‘Transferee Company') subject to various necessary approvals. The appointed date of the amalgamation as per scheme was February 1, 2024. The Company had filed Application/ First Motion Petition before The Hon'ble National Company Law Tribunal, Mumbai Bench (‘NCLT'), during the year and the same was admitted by NCLT on December 6, 2024. Subsequently, the Company has filed the Second Motion Petition before the NCLT on March27, 2025. Currently the Company is awaiting the final hearing before the NCLT for approval of the proposed Merger.

The Transferor Company, being a wholly owned subsidiary, was acquired to expand geographic presence and strengthen the business. The proposed merger will streamline operations, reduce costs and enhance capital utilization, improving market reach and competitiveness, while maximizing shareholder value and reducing regulatory burdens. Since the Transferor Company is a wholly owned subsidiary, no new equity shares will be issued and the entire share capital of the Transferor Company shall be cancelled and extinguished. The Scheme is available on the website of the Company at https://www.mahanaqarqas. com:3000/Scheme%20of%20Merger_MGL%20and%20 UEPL.PDF

SUBSIDIARY AND ASSOCIATE COMPANIES

As on March31 2025, your Company had two subsidiaries i.e. Unison Enviro Private Limited and Mahanagar LNG Private Limited and two Associates i.e. International Battery Company India Private Limited and 3EV Industries Private Limited.

The Company has strengthened its strategic portfolio by investing in 3EV Industries Private Limited, thereby attaining its shareholding to 24.54% and resulting its classification as an Associate Company. Additionally, the Company acquired a 44% equity stake in International Battery Company India Private Limited, which also become an Associate Company.

Pursuant to the provisions of Section 129 of the Companies Act, 2013 (‘the Act') read with rules framed thereunder, Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (‘Listing Regulations') and applicable Indian Accounting Standards, the Consolidated Audited Financial Statements forms part of this Annual Report. A separate statement containing the salient features of the financial statements of

subsidiary and associate companies in Form AOC-1 has been attached as Annexure 1 to this Report.

In accordance with Section 136 of the Act, the financial statements of the subsidiary and associate companies shall be kept available for inspection by any shareholder during working hours at the registered office of the Company as well as at the respective registered offices of the subsidiary and associate companies. Further, the Audited Standalone and Consolidated Financial Statements of your Company alongwith other related information and audited financial statements of each of its subsidiary companies are made available on website of the Company at https://www.mahanaqarqas.com/MGL-corporate/investors

Your Company has formulated a policy for determining Material Subsidiaries. The policy is available on your Company's website at https://www.mahanaqarqas.com:3000/Policy%20on%20 determininq%20Material%20Subsidiary_MGL_06.05.2025.pdf

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Sections 134(3)(c) and 134(5) of the Act, your Directors hereby confirm that for the financial year ended March31, 2025:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

b) They have selected such accounting policies and applied them consistently 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 your Company as at the end of the financial year and of the profits of your Company for that period;

c) They 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 your Company and for preventing and detecting fraud and other irregularities;

d) They have prepared the annual accounts on a ‘going concern' basis;

e) They have laid down internal financial controls to be followed by the Company which are adequate and are operating effectively;

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and are operating effectively.

RISK MANAGEMENT

MGL acknowledges the critical importance of proactively identifying and managing risks to ensure its long-term profitability and sustainability. The Risk Management Committee is entrusted with overseeing the effectiveness of the Company's risk management framework, processes and systems.

Ethical leadership and robust human capital form the foundation of MGL's Risk Management philosophy, fostering entrepreneurial agility, a strong corporate reputation and effective governance.

As part of Enterprise Risk Management policy, a comprehensive risk assessment has been carried out to identify potential risks and evaluate their potential impact on our business. The identified risks span across various categories, including but not limited to Strategic risks, Operational risks, Financial risks and Compliance risks.

The Board Committee has acknowledged the increasing risks associated with data protection and the growing threat landscape in cyber security, which are among the foremost concerns for organizations today. MGL has initiated several measures to strengthen its data protection and cyber security framework in alignment with the provisions of the Digital Personal Data Protection Act, 2023.

INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY

Your Company places a strong emphasis on maintaining effective Internal Financial Controls over financial reporting to ensure the accuracy and integrity of its financial statements. Your Company has designed and implemented a comprehensive Internal Financial Controls system over financial reporting. This system ensures that all transactions are authorized, recorded and reported accurately and in a timely manner. The Internal Financial Controls system provides reasonable assurance over the integrity and reliability of the Company's financial statements. This assurance is crucial for stakeholders in evaluating the Company's financial performance and position.

A robust mechanism is in place for periodic review of Risk Assessment and Control Matrix and testing of controls for both design and operating effectiveness. This testing is conducted twice a year to ensure that controls are not only appropriately designed but also functioning effectively in practice. The results of these tests are reported to the Audit Committee. This ensures transparency and accountability in the evaluation of the Company's internal controls and provides oversight by a key governance body.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory, cost and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2024-25.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

Your Company prioritizes the establishment of a robust vigil mechanism to ensure adherence to the MGL's Code of Conduct and related policies. Your Company has a Whistle Blower Policy for directors, employees and other stakeholders. This Policy allows individuals to report unethical practices and irregularities without fear of reprisal. The Whistle Blower Policy is periodically reviewed and revised, if necessary to align with regulatory requirements and changing workplace needs. This ensures that the Policy remains effective and relevant over time. No person is denied access to the Chairman of the Audit Committee, ensuring that individuals have a direct channel to report concerns or grievances.

The Vigil Mechanism fosters a culture of trust and transparency among all stakeholders, encouraging open communication and accountability. The Whistle Blower Policy provides adequate protection to those who report unethical practices and irregularities. This protection is crucial in encouraging individuals to come forward with concerns without fear of retaliation. All reported incidents are investigated and suitable action is taken in line with the Whistle Blower Policy. This ensures that reported concerns are addressed effectively and responsibly. The Whistle Blower Policy has been appropriately communicated within the Company and is available on the Company's website at https:// www.mahanagargas.com:3000/_whistle-blower-and-vigil- mechanism_80f19ef31b.pdf. This ensures that all stakeholders are aware of the Policy and know how to access it for reference or reporting purposes.

CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted the Corporate Social Responsibility (‘CSR') Committee in accordance with Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. Pursuant to the provisions of Section 135 of the Act, the Company has also formulated a CSR Policy which is also available on the website of the Company at https://www. mahanaqarqas.com:3000/_MGL-CSR_Policy_952a5a4889.pdf

The Annual Report on CSR activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is enclosed herewith as Annexure 2 to this report.

DISCLOSURES PURSUANT TO THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In the commitment to fostering a workplace environment rooted in respect, inclusivity and safety, your Company places utmost priority on eliminating all forms of harassment, including sexual harassment. Your Company is of the firm belief that every employee has the right to work in an environment free from any form of intimidation, coercion, or discrimination. As such, your Company has in place a Policy on Prevention of Sexual Harassment of Women at Workplace which is in line with requirements of the Sexual Harassment of Women at Workplace

(Prevention, Prohibition and Redressal) Act, 2013 (‘POSH Act'). Robust mechanisms have been implemented to prevent and address instances of sexual harassment. These Policies are regularly communicated to all employees and are rigorously enforced. Additionally, your Company conducts comprehensive training and awareness programs to ensure that all staff members are well-informed of their rights and responsibilities and the procedures for reporting any such incidents.

Your Company has duly constituted an Internal Complaints Committee in accordance with the provisions of the POSH Act. Your Company is committed to maintaining strict confidentiality in handling complaints and provides multiple channels for reporting, thereby ensuring that every individual feels safe and empowered to raise concerns without fear of retaliation. By upholding these standards, your Company remains dedicated in cultivating a workplace culture where every individual is valued, respected and supported.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Appointment, Re-Appointment and Cessation of Directors:

The details of appointment, re-appointment and cessation of Directors of the Company, during the year under review, are given in the table as hereunder:

Name of the Director Date of Appointment / Reappointment / Cessation Details of Appointment / Re-appointment / Cessation
Dr. P. Anbalagan (DIN: 05117747) January 28, 2025 Appointed as Non-Executive, Non-Independent Nominee Director of the Company
Dr. Harshadeep Kamble (DIN: 07183938) January 06, 2025 Ceased to be Director of the Company due to change in his assignment by the Government of Maharashtra
Mr. Syed S. Hussain (DIN: 00209117) NA Continuation as an Independent Director of the Company upon attaining the age of seventy-five years, till September 08, 2025
Mrs. Malvika Sinha (DIN: 08373142) August 24, 2024 Re-appointed as an Independent Director of the Company for the second term of three consecutive years.
Mr. Harish Kumar Agarwal (DIN: 00074950) August 24, 2024 Appointed as an Independent Director of the Company for a period of three consecutive years.
Mr. Mahesh Kumar Gupta (DIN: 08021365) August 24, 2024 Appointed as an Independent Director of the Company for a period of three consecutive years.
Mr. Venkatraman Srinivasan (DIN: 00246012) August 23, 2024 Ceased to be Independent Director of the Company upon completion of the term.
Mr. Rajeev Bhaskar Sahi (DIN: 06662067) August 23, 2024 Ceased to be Independent Director of the Company upon completion of the term.

The Board places on record its appreciation for the valuable services rendered by Dr. Harshadeep Kamble, Mr. Venkatraman Srinivasan and Mr. Rajeev Bhaskar Sahi during their tenure as Directors of the Company. The Company has immensely benefitted from their contribution, guidance and leadership.

The Company has received declarations from all its Independent Directors confirming that they meet the criteria of independence as prescribed under provisions of Section 149 of the Act and Regulation 16(1)(b) of Listing Regulations.

The appointment / re-appointment of the Directors mentioned above was recommended by the Nomination and Remuneration Committee of the Board and was approved by the shareholders through Postal Ballot.

B. Key Managerial Personnel other than Directors:

During the year under review, there was no change in the Key Managerial Personnel (‘KMP') of the Company.

Pursuant to Section 203 of the Act, Mr. Ashu Shinghal, Managing Director, Mr. Sanjay Shende, Deputy Managing Director, Mr. Rajesh D. Patel, Chief Financial Officer and Mr. Atul Prabhu, Company Secretary and Compliance Officer are the KMP of the Company as on March31, 2025.

COMMITTEES OF BOARD

The details of various committees constituted by the Board, including the committees mandated pursuant to the applicable provisions of the Act and Listing Regulations, are given in the Corporate Governance Report, which forms part of this Annual Report.

NUMBER OF MEETINGS OF THE BOARD

During the year under review, the Board met eight times. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report.

INDEPENDENT DIRECTORS' MEETING

The Independent Directors of the Company met on March13, 2025, without the presence of Non-Independent Directors and members of the management. At this meeting, they reviewed the performance of the Board as a whole, Chairman of the Board and the Non-Independent Directors, taking into account the views of the all other Directors. The Independent Directors also assessed the quality, quantity and timeliness of information flow between

the management and the Board, which is essential for the Board to effectively discharge its duties and responsibilities.

ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES, CHAIRMAN AND OF INDIVIDUAL DIRECTORS

The Board has adopted a formal mechanism for evaluating its own performance, as well as that of its Committees and Individual Directors, including the Chairman. The evaluation was conducted through a structured process, covering various aspects of the Boards' functioning, such as composition of the Board and its Committees, diversity of experience and competencies and overall effectiveness in discharging responsibilities.

NOMINATION AND REMUNERATION POLICY

Pursuant to Section 178 of the Act and the Listing Regulations, the Company has formulated a Policy on Nomination and Remuneration of Directors, KMP, Senior Management and other employees of the Company. The Policy serves as a guiding framework for, inter-alia, determining qualifications, positive attributes and independence of a Directors, as well as matters relating to their remuneration, appointment, re-appointment and removal and performance evaluation of the Directors, KMP, Senior Management and other employees. The Policy is available on the website of the Company at https://www.mahanaqarqas.com:3000/_MGL-Nomination_and_ Remuneration_Policy_329e2e5b7e.pdf

STATUTORY AUDITORS

M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Reg. No. 117366W/W-00018) was appointed as the Statutory Auditors of the Company to hold office for a period of 5 years from the conclusion of the 27th Annual General Meeting held on August 24, 2022 till the conclusion of the 32nd Annual General Meeting of the Company.

M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Reg. No. 117366W/W-00018) conducted the Statutory Audit of your Company for the financial year 2024-25. The Auditors' Reports on the Standalone and Consolidated Financial Statements for the said financial year contains an unmodified opinion and form part of the Financial Statements included in this Annual Report. The Statutory Auditors have not made any qualification, reservation, adverse remark or disclaimer in their Report for the year under review. The Notes to the financial statements, as referred to in the Auditors' Reports, are self-explanatory and do not call for any further comments.

SECRETARIAL AUDITORS

Pursuant to provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. Mayekar & Associates, Company Secretaries to conduct the Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit Report for the financial year under review, issued by M/s. Mayekar & Associates in Form MR-3 is enclosed herewith as Annexure 3 to this report.

The Secretarial Audit Report is self-explanatory in nature and does not contain any qualification, reservation, adverse remark or disclaimer.

COST AUDITORS

Pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records and conduct a Cost Audit. Accordingly, the Board of Directors, on the recommendation of the Audit Committee, had appointed M/s. ABK & Associates, Cost Accountants, as the Cost Auditors of the Company for the financial year 2024-25 to audit the cost records.

ANNUAL SECRETARIAL COMPLIANCE REPORT

In accordance with Regulation 24A of the Listing Regulations, the Company has undertaken an audit for the financial year 202425 to verify compliance with all applicable SEBI Regulations and Circulars / Guidelines issued thereunder. The Annual Secretarial Compliance Report issued by M/s. Mayekar & Associates, Company Secretaries has been duly submitted to the Stock Exchanges.

PARTICULARS OF LOANS, ADVANCES, GUARANTEES AND INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Act form part of the Notes to the financial statements provided in this Integrated Annual Report (Please refer Notes 5, 9 and 31.3 to the Standalone Financial Statements).

RELATED PARTY TRANSACTIONS

During the year under review, all Related Party Transactions were entered at arm's length and in the ordinary course of business of the Company. The Audit Committee accords prior approval for all the Related Party Transactions and prior approval of shareholders is obtained for all Material Related Party Transactions to be entered into by the Company, as required.

Details of Related Party Transactions entered into by the Company during the year under review are disclosed in the Notes

to the Standalone Financial Statements. Further, all Material Related Party Transactions as per Section 188(1) of the Act and as required under Section 134(3)(h) of the Act are provided in Form AOC-2 annexed to this report as Annexure 4. Your Company has adopted a Board approved Related Party Transactions Policy and is uploaded on the Company's website at the web link https://www.mahanaqarqas.com:3000/_MGL_Policy_on_ Related_Party_Transactions_7e65246e63.pdf

DISCLOSURE REGARDING REMUNERATION TO DIRECTORS AND EMPLOYEES

The statement of Disclosure of Remuneration under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (‘Rules'), is appended as Annexure 5 to the Report. The information as per Rule 5 of the Rules, forms part of this Report. A statement containing the names of top ten employees, in terms of their remuneration, in terms of Rule 5(2) of said Rules forms an integral part of this report. The said statement is not being sent along with this annual report to the members of the Company.

In terms of Section 136 of the Act, members who are interested in obtaining these particulars may write to the Company Secretary at the registered office of the Company and the same will be furnished on request.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company consistently undertakes conscious efforts to conserve energy across all its operations, reinforcing its commitment to sustainability and environmental responsibility. A report containing details with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo, required to be disclosed in terms of Section 134(3) (m) of the Act read with the Companies (Accounts) Rules, 2014, is enclosed as Annexure 6 to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34 of the Listing Regulations, the Management's Discussion and Analysis Report is set out in this Integrated Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In accordance with Regulation 34 of the Listing Regulations, the Business Responsibility & Sustainability Report (‘BRSR') describes the performance of the Company on environmental,

social and governance aspects. BRSR for the financial year 2024-25 is annexed to this Annual Report.

CORPORATE GOVERNANCE

The Company's Corporate Governance practices are a true reflection of its core values, encompassing its culture, policies and stakeholder relationships. Integrity and transparency form the cornerstone of our governance framework, fostering continued trust and confidence among stakeholders. The Company remains committed to maximizing shareholder value in a legal, ethical and sustainable manner. Our disclosures adhere to the highest standards of corporate governance, with a steadfast focus on enhancing long-term shareholder value while safeguarding the interests and rights of minority shareholders in all business decisions.

The Corporate Governance Report for the financial year 202425 forms an integral part of this Integrated Annual Report.

M/s. Akansha Rathi & Associates, Practicing Company Secretaries, have issued a certificate dated June 3, 2025 confirming that the Company is compliant with the conditions stipulated in the Chapter IV of the Listing Regulations.

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE

The Board confirms that Independent Directors appointed during the year possess integrity, expertise and experience.

COMPLIANCE MANAGEMENT

The Company has adopted a compliance management tool viz. Compliance Insights, which provides system-driven alerts to the respective owners for complying with the applicable laws and regulations. Certificates capturing the compliance status of all laws and regulations applicable to the Company are generated at the end of each quarter and submitted to the Board of Directors.

ANNUAL RETURN

Pursuant to the provisions of Sections 92(3) and 134(3) of the Act read with rules framed thereunder, the copy of annual return is available on the website of the Company i.e. https://www. mahanaqargas.com

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.

CODE OF CONDUCT

Pursuant to the requirements of Listing Regulations, the Company has laid down a Code of Conduct for all Board Members, Senior Management Personnel and its employees to ensure the avoidance of conflicts of interest. The Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct applicable to them during the year ended March31, 2025.

The Codes are available on the website of the Company. The Codes have been circulated to the Directors and Senior Management Personnel and annual compliance with the same is affirmed by them.

OTHER DISCLOSURES

During the year under review:

• Your Company did not accept deposits as covered under Chapter V of the Act.

• There was no issuance of any shares with differential rights as to dividend, voting or otherwise or issuance of Sweat Equity Shares to employees of your Company under any scheme;

• No fraud has been reported by the Auditors to the Audit Committee or the Board under Section 143(12) of the Act.

• As per records, no order or direction was passed by any court or tribunal or regulatory authority either affecting Company's status as a going concern or which significantly affected Company's business operations.

• There were 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 share capital structure of the Company.

• There has been no change in the nature of the business of the Company.

• No proceedings are pending against the Company under the Insolvency and Bankruptcy Code, 2016.

• There was no instance of one time settlement with any Bank or Financial Institution.

• Your Company does not engage in commodity hedging activities.

ACKNOWLEDGEMENT

We take this opportunity to place on record our appreciation to the Ministry of Petroleum & Natural Gas, Government of India, Petroleum & Natural Gas Regulatory Board, Government of Maharashtra, Maharashtra State Road Development Corporation Limited, Municipal Corporations of Greater Mumbai, Navi Mumbai, Thane, Mira-Bhayander, Kalyan-Dombivali, Raigad, Panvel, other State and Central Government Authorities, Mumbai Metropolitan Regional Development Authority, Maharashtra Industrial Development Corporation, Police and Fire Brigade authorities, all our customers, members, investors, vendors, suppliers, business

associates, bankers and financial institutions, media and stock exchanges for their continuous co-operation and support.

We are grateful for guidance and support received from Statutory Auditors, Internal Auditors, Cost Auditors and Secretarial Auditors of the Company.

We acknowledge the patronage of the GAIL (India) Limited and the Government of Maharashtra for their support and above all, we place on record our sincere appreciation for the hard-work, solidarity and contribution of each and every employee of the Company in driving the growth of the Company.