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 March 31, 2025.

FINANCIAL PERFORMANCE

The Company’s financial performance (standalone and consolidated) for the year ended March 31, 2025 is summarised below:

(H in Crore)

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

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 two¬
wheeler 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 long¬
term 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 H 12/- per equity share of face value of H
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 H
18/- per share in its Board Meeting held on May 06, 2025, subject
to approval of shareholders at the 30^th 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 H 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 March 27, 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 March 31 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 March 31, 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.

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 March 31, 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 March 13,
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 27^th Annual General Meeting held on
August 24, 2022 till the conclusion of the 32^nd 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 2024¬
25 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 2024¬
25 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
March 31, 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.

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.