On behalf of the Board of Directors, I am delighted to present the 41stBoard's Report of your Company, along with Audited Standalone andConsolidated Financial Statements for the Financial Year 2024-25:
Particulars
FY 2024-25
FY 2023-24
US $ inMillion
(' incrore)
Revenue fromOperations
16,258
1,37,288
15,706
1,30,638
Other Income
284
2,401
265
2,208
Cost of Sales(excludingFinance Cost andDepreciation &Amortizationexpenses)
14,272
1,20,520
14,098
1,17,263
Gross Margin
2,270
19,168
1,873
15,583
Finance Cost
88
744
84
697
Depreciation and
Amortization
expenses
426
3,600
400
3,331
Profit Before Tax(PBT)
1,756
14,825
1,389
11,555
Tax expenses
416
3,513
327
2,719
Profit After Tax(PAT)
1,340
11,312
1,062
8,836
Final Dividend forprevious year
-
Interim Dividendfor current year
506
4,273.81
435
3,616
Net transfer to(from) BondRedemptionReserve
Transfer to GeneralReserve
Net Surplus afterAppropriations
834
7,039
628
5,220
(US$)
(in ')
Earnings Per Share
0.20
17.20
0.16
13.44
Book value perShare
1.13
96.18
1.02
85.37
For FY 2024-25: Average rate 1 US$ = '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)
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 forFY 2024-25, together with the Auditors' Report forms part of thisAnnual Report.
The key highlights of the Consolidated Financial Results are as follows:
16,850
1,42,291
16,050
1,33,500
Profit Before Tax
1,906
16,096
1,514
12,595
Profit After Tax
1,476
12,463
1,191
9,903
Less: Share ofMinority
2
13
0.5
4
Profit for the Group
1,474
12,450
1,190
9,899
For FY 2024-25: Average rate 1 US$ = ' 84.45For FY 2023-24: Average rate 1 US$ = ' 83.18
i. Pipeline Transmission
Natural Gas Transmission
Your Company has expanded the network of Natural Gaspipeline to ~16,421 km across the length and breadth of ourcountry. The average gas transmission through this network
during FY 2024-25 has increased by 6% to reach an all-timehigh of 127.32 MMSCMD as against 120.46 MMSCMD in theprevious financial year. Revenue from operations from NaturalGas Transmission segment in FY 2024-25 has increasedby 7% to '11,068/- crore compared to '10,308/- crore inFY 2023-24 mainly due to increase in transmission volume andalso due to upward revision in Natural Gas transmission tariff.Your Company's share in Country's Natural Gas Transmissionis ~65%.
Petroleum and Natural Gas Regulatory Board (PNGRB) isin the process of finalizing the Integrated tariff of GAIL,which is an integral part of the "Unified Tariff". Therevised tariff sought is mainly on account of (i) higher costof substitute gas consumed by compressors in pipelineoperations (called System Use Gas or SUG) as APM gasallocation has been progressively curtailed to zero and(ii) the capacity determination of GAIL's Integrated Pipeline byPNGRB, which has come out lower than the estimated capacitypreviously considered by PNGRB. The Open House meetingwith stakeholders has been concluded and the revised tarifforder is awaited from PNGRB.
Your Company owns and operates 2,040 km of LPG pipelinenetwork for LPG transmission consisting mainly of 1,427 kmJamnagar-Loni Pipeline (JLPL) which connects the westernand northern parts of India and 610 km Vizag-SecunderabadPipeline (VSPL) which is in the southern part of the countryconnecting the Eastern Coast.
JLPL and VSPL networks together achieved highest everthroughput of 4.478 MMTPA during the FY 2024-25 comparedto 4.396 MMTPA in FY 2023-24. Revenue from operationsfrom LPG transmission in FY 2024-25 increased to '835 crorecompared to '732 crore in FY 2023-24.
Natural Gas (NG) trading continues to be one of yourCompany's core businesses. During FY 2024-25, your Companyachieved highest ever sales figure of 101.49 MMSCMD(including subsidiaries 111.11 MMSCMD) compared to 98.45
MMSCMD (including subsidiaries 106.08 MMSCMD) duringFY 2023-24. Revenue from operations from Natural GasMarketing in FY 2024-25 was '1,20,412 crore compared to'1,14,590 crore in FY 2023-24. Your Company's share inCountry's Domestic Gas Market is ~47%.
Sector-wise details of Natural gas marketing are as below:
Fertilizer Sector: Your Company supplied around two-third ofthe gas consumed in the Fertilizer sector in the country duringFY 2024-25. Your Company has been supplying gas to 31 outof 36 Urea manufacturing units in the country and therebyenabling the production of indigenous urea in the country.
Power Sector: Your Company supplied around 45% of thegas consumed by gas-based power plants in the countryduring FY 2024-25. Over the past few years, your Companyhas successfully collaborated with various power producersto operationalize their stranded units. Your Company hasalso been successful in ensuring sufficient supply of naturalgas including the short notice requirement to Power sectorcustomers 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 ofthe leading global LNG players and is actively involved inthe LNG trading business in the international market. YourCompany, during FY 2024-25, has entered into a ~ 0.8 MMTPAcontract for 5 years of supply period (60 LNG Cargoes) withM/s Qatar Energy Trading commencing from April 2025.
Your Company has a nameplate polymer production capacity of810 KTA at the Pata complex. GAIL's subsidiary, BrahmaputraCracker & Polymer Limited (BCPL) having GAIL equity of 70%has a capacity of 280 KTA. The marketing right of the BCPLproducts is with GAIL taking the total marketing portfolio to1090 KTA.
During FY 2024-25, your Company's total production ofPetrochemicals increased by 6% to 827 TMT compared to777 TMT in the FY 2023-24 and sales of Petrochemicalsincreased by 7% to 845 TMT in FY 2024-25 compared to totalsales of 787 TMT in the FY 2023-24. Revenue from Operations
from this segment increased by 4% to ' 8,088 crore comparedto '7,753 crore in FY 2023-24. Your Company's share inCountry's total Petrochemical production is ~14% and share inCountry's total Petrochemical sales is ~12 %. Market share inPetrochemical sales including BCPL is ~ 15%.
Your Company will soon be producing Polypropylene productsat its upcoming PP Plants at Usar & Pata under the brand name'G-Pol'. Your Company is soon going to diversify its productrange in Polyester value chain through production of PureTerephthalic Acid (PTA) at its wholly owned subsidiary, GAILMangalore Petrochemicals Limited (GMPL).
Your Company is actively working towards sourcing ofParaxylene (PX), which will be one of the feedstocks used inproduction of PTA by GMPL.
Your Company has five Gas Processing Units (GPUs) at fourlocations in the country, to extract higher fractions fromnatural gas, having a total LPG & LHC production capacity of1425 KTA. During FY 2024-25, total production from GPUswas 947 TMT compared to 996 TMT in FY 2023-24 andsales was 951 TMT in FY 2024-25 compared to total salesof 998 TMT in the FY 2023-24. Revenue from Operations inFY 2024-25 was '5,180 crore compared to '5,076 crore inFY 2023-24. The decrease in production was due to reductionin domestic gas allocation by Government of India to meet thegrowing demand of CGD Sector.
Your Company has a share of about 10% of LPG productionand 7% of LPG sales in India.
Considering the prevailing scenarios within the oil and gassector, your Company has demonstrated resilience in upstreamactivities by maintaining cautious investments. Additionally,your Company will continue to assess potential exploration
opportunities and maintain active participation in forthcomingdomestic and overseas bid rounds.
Your Company has Participating Interest (P.I.) in 13 E&P blocksof which 10 are in India, 2 blocks in Myanmar and 1 ShaleGas acreage in Eagle Ford Basin, Texas, USA [through wholly-owned subsidiary - GAIL Global (USA) Inc.]. These blocks holdan acreage of 2,668 km2 as per P.I. in various consortiums.Out of these, your Company is Operator in three onland blocksviz. (i) CB-ONN-2010/11 and CB-ONHP-2017/12 in Cambaybasin awarded during NELP-IX and OALP-I bidding roundsrespectively and (ii) RJ-ONHP-2021/1 in Barmer-Sanchor Basinof Rajasthan awarded during OALP-VII bid round.
Revenue from the sale of hydrocarbons is being generatedfrom 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 shalegas acreage in Eagle Ford, USA (Operator-Texas AmericanResources II, LLC for 2059 acres & Crescent Energy Companyfor 811 acres). Revenue from Operations of '1,102 crorehas been generated from E&P activities during FY 2024-25compared to ' 1,033 crore in FY 2023-24.
CGD entities within the GAIL group are operating acrosspan India Geographical Areas (GAs). In the latest CGD roundconducted by PNGRB, GAIL group Company-Tripura NaturalGas Company Limited (TNGCL) has secured 2 GAs - MizoramState and Manipur State, marking a significant milestone inextending our reach to the northeastern part of the nation.Presently, GAIL along with its group companies is authorizedto develop CGD networks in 72 GAs across the Country outof the total 307 GAs in the country. Major GAs where GAILand 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 alongwith its group Companies have added 12.28 lakh PNGconnections and 507 CNG stations summing up to ~95.7 lakhPNG customers and ~ 3,100 CNG stations across the country.
GAIL Gas Limited (a wholly owned subsidiary of yourCompany) is executing and operating CGD projects in 16 GAs,including Bengaluru. Currently, GAIL Gas Limited has 6 JointVenture Companies (JVCs) and these JVs are implementingCGD project in 9 GAs. GAIL Gas Limited along with its JVCshas cumulatively connected 11.06 lakh households and iscatering 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. GAILGas along with its JVCs has achieved 1.3 lakh domestic PNGconnections and set up 120 CNG stations during FY 2024-25.
Bengaluru remained a major focus for your Company for CGDexpansion. 38 CNG stations were set up and around 35,500 domestic PNG connections were provided in the Bengaluru GAduring FY 2024-25.
The Board of your Company has accorded in-principleapproval for transfer of six CGD GAs Varanasi, Patna, Ranchi,East Singhbhum, Cuttack and Khordha to its wholly ownedsubsidiary, GAIL Gas Limited (GGL), as part of strategicconsolidation plan, subject to government and regulatoryapprovals.
Renewable energy remains a central focus for your Companyand the Company is intensifying its efforts to bolster itfurther. This includes developing captive RE Power projectsand enhancing in-house competencies to meet its internalconsumption targets. These endeavors underscore yourCompany's commitment to sustainable energy practices andadvancing towards a greener future.
Your Company has a total installed capacity of 145 MW ofRenewable Energy, out of which ~118 MW is from wind energyand ~27 MW is from solar energy. The power generated from
these projects is partially used to substitute power drawn fromthe grid. This helps in reducing carbon footprint in addition tooptimization of the power cost. Your Company is committed toreduce its carbon emissions by implementing new renewableprojects. Your Company has commissioned a 10 MW groundmounted solar power plant at GAIL Vijaipur during the year. Inaddition, your Company is setting-up 17.5 MW and 7.75 MWFloating Solar Projects at Pata and Vijaipur respectively.
Revenue of '63.94 crore has been generated from PowerGeneration activities during FY 2024-25 compared to'53.33 crore in FY 2023-24.
Marking a major step towards foraying into new & alternateenergy and in line with the National Green Hydrogen Mission,GAIL has installed its first Green Hydrogen Plant at GAILVijaipur in Madhya Pradesh. Green Hydrogen plant has acapacity for producing 4.3 TPD of Hydrogen of 99.99% (byvol.) purity, through 10MW PEM (Proton Exchange Membrane)Electrolyzer unit, by electrolysis of water using renewablepower. During FY 2024-25, the unit has produced around120 MT of Hydrogen which was blended as a fuel along withNatural Gas for captive purpose in the various processes andequipment running in the existing plant at Vijaipur. Further,this hydrogen is planned to be dispensed to retail customersin the nearby geographies, transported through high pressurecascades.
Your Company will use Renewable Power from the recentlycommissioned 10 MW ground-mounted Solar Project atVijaipur to meet the requirement of green power for the 10MW PEM Electrolyzer.
Your Company firmly believes in integrating Environmental,Social and Governance (ESG) across its value chain and aims tocreate a better world for the next generation. Your Company,being India's top Natural Gas Transmission and Distributionentity, is dedicated towards advancing the Country's energysector in a sustainable way, by incorporating Sustainability inits operations and decision making.
Being a responsible energy Company and to further accelerateits 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 detailedstudy on "Science-based Net-Zero Ambition and Action Plan".Your Company has advanced a step in this direction bycompleting a pilot project for replacement of a gas turbinedrive with a 3.6 MW electrical motor drive in one of its gasturbine compressor fleet at Vijaipur. The experience gainedduring the implementation of the pilot project will equip yourCompany to better plan and execute the replacement of gasturbine drives for other compressors based on the feasibility inphased manner.
Your Company has recently acquired 30 acres institutional landat IMT, Sector 22, Sohna from HSIIDC for the establishmentof a state-of-the-art R&D Centre. This upcoming facility willanchor GAIL's long-term innovation strategy and will focuson seven key research verticals: Pipeline Technology, NaturalGas Value Addition, Polymers and Petrochemicals, Renewablesincluding Battery Technology, Nanotechnology, Biotechnologyand Central Analytical Services. Our advanced research inthese domains is expected to significantly contribute toshaping the future of the energy sector and enhancing GAIL'stechnological leadership.
Your Company continues to foster innovation,entrepreneurship and sustainable development by investing inpromising and high-growth potential Start-Ups across diversesectors under its ambitious Start-Up initiative 'Pankh'. Theinitiative aims to derive long-term strategic benefits such asaccess to new technologies, technical know-how and societalimpact. In recognition of its expanding vision and increasingopportunities, during FY 2024-25, your Company hasincreased the Start-Up investment fund, increasing corpus tobe invested in Start-Ups from ' 100 crore to ' 500 crore.
Your Company has so far supported 38 Start-Ups with atotal investment commitment of approx.'77.38 crore and atotal disbursement of approx. '68.09 crore. The impact ofthese investments is significant, with Start-Ups contributing toimproved operational efficiency, green energy transition andinclusive access to essential services.
During the year, your Company has signed investmentagreements with 3 Start-Ups with a commitment of approx.'6.69 crore. Moreover, during the year, 04 Start-Upssupported by your Company raised follow-on funding at highervaluations, reflecting the growing notional value of the initialinvestments.
In acknowledgment of these efforts, your Company washonored with the prestigious "Start-Up Excellence Award"in the "Investment in Start-Ups" category at the GovernanceNow 11th PSU Awards. These achievements reaffirm yourCompany's position as a leading PSU investor in Start-Ups andits commitment to innovation-led, inclusive and sustainablegrowth.
FY 2024-25 has been fruitful particularly for pipeline projectexecution. Your Company has achieved commissioning of~277 km and lowering of 717 km of natural gas pipelineduring 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 apart of National Gas Grid & other small connectivities whichare under different stages of execution. Further, two LiquidHydrocarbon pipelines namely Uran-Usar Propane Pipeline &Vijaipur to Pata C2/C3 pipeline are under various stages ofproject execution. Your Company is pleased to announce asignificant achievement in the implementation of the PradhanMantri Urja Ganga Pipeline project, officially known as theJagdishpur-Haldia & Bokaro-Dhamra Natural Gas Pipeline(JHBDPL). In FY 2024-25, the Durgapur-Kolkata Section of theDurgapur-Haldia Pipeline has been successfully commissioned.This milestone reinforces our commitment to strengtheningIndia's energy infrastructure and expanding the reach of cleanand affordable natural gas across the eastern region. Withthis development, 3118 km out of the total planned 3289 kmpipeline network under JHBDPL (including Barauni-GuwahatiPipeline) has now been commissioned. This progress bringsus closer to realizing the project's vision of providing reliableenergy access, boosting industrial growth and supporting agas-based economy across the states of Uttar Pradesh, Bihar,Jharkhand, Odisha, West Bengal and North-Eastern States.We remain focused on completing the remaining sectionsof the pipeline and delivering on our mission to fuel India'ssustainable growth. All the 4 major anchor Fertilizer plants,namely M/s Matix Fertilizers, Durgapur and 03 units ofM/s Hindustan Urvarak & Rasayan Limited (HURL) atGorakhpur, Sindri and Barauni are drawing full volumes.
Your Company is actively progressing towards completionof key pipeline projects to strengthen the National GasGrid. The 1,702 km Mumbai-Nagpur-Jharsuguda Pipeline(MNJPL), originating from Thane (Maharashtra) and ending atJharsuguda (Odisha) with a spur line from Nagpur to Jabalpur,is anticipated to be completed progressively by September2025. The 901 km Kochi-Koottanad-Bengaluru-MangaluruPipeline 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 theTamil Nadu, targeted for completion by December 2025.The 743 km Srikakulam-Angul Pipeline (SAPL), traversing12 districts in Andhra Pradesh and Odisha, has completed its421 km mainline with commissioning going on progressively(92 km already commissioned), with construction underwayin the remaining 322 km spur line, also anticipated to becompleted by December 2025. Additionally, the 152 kmGurdaspur-Jammu Pipeline (GJPL), spanning five districtsacross Punjab and the Union Territory of Jammu & Kashmir,is under active construction in the Jammu Section and istargeted for completion by July 2026. These pipeline projectswill significantly enhance your Company's gas transmissionnetwork while supporting the national objective of expandingclean energy access across the country.
Under the Petrochemical business vertical, your Company is inthe process of setting up a 500 KTA Propane Dehydrogenationand Polypropylene (PDH-PP) Plant at Usar, Maharashtra. Thiswould be the first plant in India using Propane Dehydrogenationtechnology for the production of Propylene. All the equipmentare delivered at site and construction activities are in progresswith a commissioning target in FY 2025-26. Your Companyis also setting up a 60 KTA Polypropylene (PP) plant at Patawhich is near to the mechanical completion and expected to
be onstream in FY 2025-26. Your Company is also setting up50 KTA Isopropanol (IPA) unit at Usar and Licensor Selectionis at advanced stage.
Total capex incurred on the projects under execution is around' 15,000 crore as on 31.03.2025.
With the commissioning of the breakwater after receipt of allstatutory approvals, Dabhol LNG Terminal of your Company'ssubsidiary Konkan LNG Limited, has now been designated anall-weather port which is a critical transformation that ensuressafe and reliable LNG operations even during the southwestmonsoon, traditionally a challenging period for marine logisticson India's west coast.
Your Company has successfully berthed and discharged firstLNG vessel during monsoon at the Dabhol LNG Terminal.The vessel, GAIL Bhuwan, was received on June 2, 2025marking the commencement of uninterrupted, round-the-yearoperations at the terminal.
GMPL is in advanced stage of reviving the 1.25 KTA PurifiedTerephthalic Acid (PTA) plant's assets and machinery, acquiredthrough NCLT process from erstwhile JBF PetrochemicalsLimited and it aims to commission and start production inFebruary 2026.
India's transition towards sustainable energy has gainedsignificant momentum in recent years with Biogas emergingas one of the key ingredients in this transition. Your Companywas mandated in April 2021 by MoP&NG to operationalizethe CBG-CGD Synchronisation scheme to supply Biogas to CGDsector on a pan India basis. Due to resolute execution by yourCompany, the Synchronisation Scheme has today emergedas the most preferred option for Biogas producers and CGDentities across India.
As of 31st March 2025, your Company has commenced Biogassupplies in 61 Geographical Areas in the country, wherebyyour Company crossed a sale of 2.1 lakh SCMD in March 2025.Total 146 Tripartite Agreements have been signed all over Indiaunder the Synchronisation Scheme with 107 Biogas producersand 34 CGD entities. This growth momentum will continueto shape the Biogas ecosystem in India. The SynchronizationScheme represents a transformative shift in India's biogassector and your Company is well placed to enable this shifttowards a self-reliant and low-carbon energy economy.
Aligned with Net Zero aspirations and import reductionobjectives, GAIL Board has approved acquisition of equityin M/s Leafiniti Bioenergy Private Limited (LBPL), subsidiaryof M/s TruAlt Bioenergy Limited (TBL) and setting up of 10Compressed Bio Gas (CBG) plants through LBPL, subject toDIPAM approval.
Your Company has selected an experienced player in theCBG sector to explore the formation of a joint venture forsetting up Municipal Solid Waste-based CBG plants across thecountry. Further, your Company has signed a Memorandumof Understanding (MoU) with VERBIO India Private Limited(VERBIO) to jointly explore the establishment of AgriculturalResidue-based Compressed Biogas (CBG) plants in India. Underthe terms of the MoU, the parties intend to work togetherto identify suitable locations for setting up of greenfield AgriResidue-based CBG plants in a JV mode. The parties envisageto undertake feasibility studies of the identified projects. Basedon the outcome of studies, the parties will secure investmentapproval from their respective management for investmentin the project(s) and forming a JV Company. Further, in linewith the MoU, your Company may explore the possibility ofacquiring equity in the existing CBG plant of VERBIO in theState of Punjab.
Your Company has set up its first CBG plant of 5 Tons Per Day(TPD) CBG production capacity at Ranchi (Jharkhand) whichwas inaugurated by the Hon'ble Prime Minister Shri NarendraModi on 02.10.2024. The CBG plant facility is designed toconvert organic fraction of Municipal Solid Waste (MSW) intoCBG, having feedstock processing capacity of 150 TPD andproduction capacity of 5 Tonnes Per Day (TPD), with a totalinvestment of ' 26 crore.
In order to source the land for the CBG plants, GAIL hassigned Memorandum of Understanding (MoU) with Punjab
Energy Development Agency for land for 10 CBG plants basedon Agri- residue in the State of Punjab. Your Company hasalso signed MoUs with Chhattisgarh Biofuel DevelopmentAuthority 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 Governmentdepartments/ agencies/ bodies for allocation of land andfeedstock for setting up CBG plants at various locations acrossthe country. In line with this, your Company has been allotteda land parcel of 14.06 acre at Kadipur Tehsil in SultanpurDistrict, U.P. for setting up 20 TPD CBG plant based on Agri¬residue feedstock and land leased agreement has also beensigned with UPNEDA for the same.
GAIL Board has approved acquisition of equity in AnitaGreenfuels Private Limited (AGPL) for setting up 500 Kilo LitersPer Day (KLPD) First Generation (1G) grain-based Ethanol Plantin Rajasthan, subject to DIPAM approval.
Your Company is constantly expanding its global presencethrough its participation in projects/ventures along the naturalgas value chain.
Your Company is a part of consortium in two offshore E&Pblocks (A-1 & A-3) in Myanmar. Around 15.33 MMSCMD ofgas is being produced from these blocks and supplied to Chinaand Myanmar through South East Asia Gas Pipeline CompanyLimited (SEAGP), in which GAIL is also an equity partner.
Your Company holds equity interest in two CGD companies inEgypt, namely Fayum Gas Company (FGC) and National GasCompany (Natgas). Your Company is also an equity partner inChina Gas Holdings Limited (China Gas), a retail gas Companyinvolved in city gas and CNG business in China and listed onthe Hong Kong Stock Exchange.
Your Company formed GAIL Global (USA) Inc. ("GGUI") inHouston, Texas as its wholly-owned subsidiary and acquiredShale gas assets. GAIL Global (USA) LNG LLC ("GGULL"), awholly-owned stepdown subsidiary was formed for sourcingof Natural Gas, pipeline transportation and liquificationarrangements at Dominion Cove Point. Your Company alsoformed 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 JaponicaShipping Corporation Limited ("Japonica"), a Company holdingthe charter rights of LNG vessel (GAIL Bhuwan) for 14.5 yearscommencing March 2021.
To support its strategic business growth, your Company hasestablished multiple Subsidiaries, Associate Companies and JointVentures across key segments such as:
• City Gas Distribution:
♦ Subsidiaries: GAIL Gas Limited, Bengal Gas CompanyLimited and Tripura Natural Gas Company Limited.
♦ Joint Ventures: Indraprastha Gas Limited, MahanagarGas Limited, Aavantika Gas Limited, Bhagyanagar GasLimited, 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 GridLimited 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 PolymerLimited, ONGC Petro-additions Limited and GAIL MangalorePetrochemicals Limited.
• Fertilizer, Power & Environment friendly use of Coal:
Ramagundam Fertilizers & Chemicals Limited, TalcherFertilizers Limited, Coal Gas India Limited and ONGC TripuraPower Company Limited.
• Re-gasification Terminal: Konkan LNG Limited and PetronetLNG Limited.
• Financing Activities: GAIL Global IFSC Limited.
Your Company continues to explore synergistic acquisition andinvestment opportunities in both core and emerging sectors. Equityinvestment proposals are regularly evaluated in line with strategicpriorities.
Your Company has formed GAIL Global IFSC Limited as whollyowned subsidiary in International Financial Services Centre (IFSC) atGujarat International Finance Tec-City (GIFT City) Gujarat. GAIL GlobalIFSC Limited will operate as a finance Company in IFSC GIFT City toundertake Global/Regional Corporate Treasury Centers activities and/or Ship Leasing activities or other permissible activities.
Government of India has accorded approval to ONGC for infusionof 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 with95.69% equity stake and GAIL stake has reduced to 4.19%.
Your Company has formed Coal Gas India Limited, a joint venturecompany with Coal India Limited for setting up of Coal to SyntheticGas Plant at Eastern Coalfield Limited, Bardhman, West Bengal. YourCompany has 49% stake in the Company.
Subsidiary or joint venture entities played a vital role in GAIL'sbusiness expansion and diversification. A statement highlightingthe key financial indicators of these entities, in accordance withSection 129(3) of the Companies Act, 2013, is provided under theConsolidated Financial Statements Section of this Annual Report.
All related party transactions during the year were conducted onan arm's length basis and in the ordinary course of business. Noinvestments in subsidiary or joint venture entities were discontinuedduring the year.
Your Company takes pride in being a consistent dividend-payingCompany. The Board of Directors had approved payment of InterimDividend during the financial year 2024-25 @ 65% of the paid-upEquity Share Capital of ' 6,575.10 crore i.e. ' 6.50 per Equity Shareout of the profits of the Company for the Financial Year 2024-25 tothe Equity Shareholders amounting to ' 4,273.81 crore. The InterimDividend(s) were paid in February, 2025.
The Board of Directors has also recommended the payment of FinalDividend @ 10% (' 1/- per equity share) on the paid-up equity sharecapital of the Company for the FY 2024-25 subject to approval ofshareholders.
The details of the Unclaimed Dividend are covered in the CorporateGovernance Report Section, which forms part of the Board's Report.
Your Company has contributed ' 17,567.85 crore in FY 2024-25 tothe Central & State exchequer through duties, taxes and others ascompared to ' 16,536.35 crore in FY 2023-24.
The Memorandum of Understanding (MoU) is signed every yearbetween your Company and its administrative ministry i.e. Ministryof Petroleum & Natural Gas (MoP&NG) to assess and enhanceperformance 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 yourCompany.
The evaluation of MoU of your Company for FY 2024-25 is underprocess. Evaluation of MoU for FY 2023-24 has been completed byDepartment of Public Enterprises (DPE) in which your Company hasachieved 'Excellent' rating.
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.
Your Company is promoted by the Government of India (Gol).Shareholding of Gol as on 31st March, 2025 is 51.52 %. During FY2024-25, no disinvestment of GAIL's shares was done by Gol.
Your Company has been reaffirmed with the highest domesticcredit rating of 'AAA' with stable outlook by ICRA, CARE andIndia Ratings. This signifies the highest domestic long-termcredit rating in India and hence, signifies a very low credit riskof the Company.
• International Rating
The International Rating Agency, Moody's International,Singapore, has assigned to your Company the Long-TermCorporate Issuer Rating of 'Baa3' with Stable Outlook which isequal to the Sovereign Rating of India. Further, Fitch Ratingshas assigned to your Company, a Long-term Issuer Ratingof 'BBB-' with a Stable Outlook, which is also equivalent tothe Sovereign Rating of India. They have mentioned thatGAIL's rating could be upgraded if India's sovereign rating isupgraded.
The Company efficiently managed its liquidity requirements througha prudent combination of short-term borrowings and internalaccruals. As no long-term borrowings were raised during the currentyear, all Capex was fully funded through internal accruals. Short¬term mismatches were effectively addressed through working capitalfacilities, 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 whileensuring capital preservation, the Company relied on its existingtreasury instruments—namely investments in Mutual Funds, Termdeposits, the Tri-party Repo System (TREPS) and the Clearcorp RepoOrder Matching System (CROMS) which have continued to deliverstrong, risk-adjusted returns.
Details of investments, loans and guarantees covered under Section186 of the Companies Act, 2013 forms part of the FinancialStatements presented in this Annual Report.
Vigilance Department of your Company is ISO-9001:2015 certified forhaving adopted Quality Management System in compliance with therequirements of ISO.
During the year, various steps were taken that focused on preventionof corruption and bringing in systemic improvements for ensuringgreater transparency, fairness, efficiency and accountability. Tosensitize and for competency building of employees about variousaspects of contract management, procurement, cyber security andfraud prevention, specialized trainings were organized at differentGAIL locations. Vigilance awareness program for various stakeholderswere organised through vendor and customer meets and GramSabhas. Vigilance Awareness Week (VAW) 2024 was observedat Corporate Office and all site Offices from 28th October to 03rdNovember 2024, under the guidance of Central Vigilance Commission(CVC) on the theme "Culture of Integrity for Nation's Prosperity";"'tfrtPlgl ^ ^ ^ ^Q". A Summary of vigilance cases
handled during the year 2024-25 is as under:
Complaints/
Detailed
Investigations
(DI)
OpeningBalance(as on01.04.2024)
ComplaintsReceived /Taken-up forDI (Duringthe year 2024¬25)
Total
Dis¬posed-offduring theyear
Closing bal¬ance as on31.03.2025(underinvestiga¬tion)
Complaints
15
100
115
106
09
03
21
24
16
08
Customer loyalty and satisfaction are at the heart of your Company'sbusiness and is highly essential for its long-term growth. YourCompany reviews its strategies, redefines its approaches andundertakes business initiatives focused on providing better services.It believes in keeping its customers informed about the businessoperations to build lasting relationships and ensure better customersatisfaction.
Your Company has consistently maintained a leading positionby staying updated with the latest technology trends, aiming forcontinuous system enhancements to gain a competitive advantage.
Your Company has migrated its SAP system to the latest SAP S/4HANA, the next generation ERP suite, hosted on cloud. This transitionwill empower the Company to innovate continuously by combiningcloud agility and emerging technologies like AI/ML, Automation,Analytics etc., while providing enhanced performance & improveduser experiences. Your Company is also migrating its Microsoft
email and office suite applications to the latest release in the cloudenvironment.
Your Company has taken several initiatives to facilitate its externalstakeholders. Your Company has seamlessly integrated Open AccessPortal with SAP for smooth functioning of NG pipeline capacitybooking. SAHYOG portal is implemented for the customers tofacilitate clearing of their invoices. A robust solution for VendorBank Accounts Management has been implemented using 'PennyDrop' facility. 'GAIL Meter Prover' portal has been implementedfor managing end-to-end process of customer's Gas flow meterscalibration.
Your Company has implemented cybersecurity ecosystem to protectits digital infrastructure. It aims to prevent and effectively respond tocybersecurity incidents, ensuring continuous availability of IT servicesand business-critical applications.
Your Company was conferred with the coveted SAP ACE Award -2024 under the category "The Disruptor- Finance Transformation" forImplementation of Trust Accounting.
Your Company has sparked nationwide interest in clean energythrough a well-defined communication strategy and a diverse mediamix with an objective to reach diverse target groups.
During the Financial Year, your Company actively participated innational and international exhibitions by setting up thematic stallsshowcasing the gas sector and the broader energy industry. YourCompany placed significant emphasis on developing a range of films,catering to diverse objectives from corporate branding to educationaland awareness initiatives. In a targeted effort to raise public awarenessabout pipeline networks in densely populated areas, your Companyalso leveraged radio as a mass communication medium. Brandpromotion through varied corporate events, including participationthrough seminars on educational and hydrocarbon sector, prominentoutdoor displays, fapade branding, Bhikaji Cama Place Metro Station,Airports and City Gas Distribution (CGD) in selected GeographicalAreas. Embracing newer modes of communication, the Companyintegrated digital outreach with influencers across various platforms.The "Wah Kya Energy Hai" campaign challenged the stereotype thatCNG vehicles are only for public transport, promoting the benefits ofeco-friendly fuel options like CNG and PNG (Domestic, Commercialand Industrial) for all users.
GAIL's "Hawa Badlo - #ReconnectToRoots" campaign highlightedIndia's traditional environmental values, encouraging sustainableliving and lifestyle changes. The campaign reached millions with itspositive messaging.
Additionally, your Company's communication efforts highlightedits strong commitment to environmental health, safety, culturalvalues and community development, underscoring your Company'sdedication to building a cleaner and greener future for all.
Your Company has been complying with the Presidential Directiveson Reservation and other instructions/guidelines issued from time totime pertaining to Policies and Procedures of Government of India.Group-wise details with regard to total number of employees andthe representation of Scheduled Castes, Scheduled Tribes, OtherBackward Classes, Economically Weaker Sections, Persons withBenchmark Disabilities amongst them as on 31st March, 2025 aregiven in the table below:
Group
TotalNo. ofEmployeeson Roll
SC
ST
OBC
PwBD
EWS
under
General
A
4027
661
288
975
70
66
B
321
36
99
10
0
C
627
127
238
25
3
D
28
9
1
8
CMD,
Whole-timeDirectors &CVO
7
Grand Total31.03.2025
5010
833
338
1321
105
69
Total number of employees as on 31.03.2024
Grand Total
5038
830
348
1298
64
A total of 177 new employees joined your Company during the FY2024-25. Total Manpower of the Company as on 31st March, 2025stood at 5010 (including CMD, Whole-time Directors & CVO) with16.62% of its employees belonging to the SC category, 6.74% tothe ST category & 26.36% to the OBC category. Further, out of totalemployees 7.34% belong to the Minorities and 2.09% of the totalworkforce belong to the Persons with Benchmark Disabilities (PwBDs)category. Your Company's workforce is comprised of 349 womenemployees (i.e. 6.97% of its employees) as on 31st March, 2025. TheCompany's attrition rate is 0.86%, which is a testament to its stronghuman capital management.
The Official Language Implementation Committees at the Corporateand Work Centre level meet every quarter to monitor and review theprogress made for achieving the targets fixed in the Annual Programissued by the Official Language Department, Ministry of HomeAffairs, Government of India.
As many as 144 Hindi workshops were conducted duringFY 2024-25 in which 2730 employees were imparted training. HindiFortnight was observed across your Company from 14th to 29thSeptember, 2024 to propagate linguistic harmony and to motivatethe employees for the progressive usage of Hindi in their day-to¬day work. Vishwa Hindi Diwas was celebrated across GAIL on10th January, 2025.
The first Sub-Committee of Committee of Parliament on OfficialLanguage inspected GAIL Jamnagar, Ahmedabad, Jaipur andMansarampura Office(s) to review the steps undertaken to promotethe Official Language at these locations.
Your Company was also awarded the Second Prize forFY 2023-24 under the Rajbhasha Keerthi Puraskar Yojana ofDepartment of Official language, Ministry of Home Affairs in the PublicSector Undertakings category 'A' Region for best implementation ofOfficial Language Policy of Government of India on 14th September,2024 during the Hindi Diwas Celebrations at Bharat Mandapam, NewDelhi.
Your Company has in place a robust Policy on Prevention, Prohibitionand Redressal of Sexual Harassment of Women at Workplace inline with the requirements of the Sexual Harassment of Women atWorkplace (Prevention, Prohibition & Redressal) Act, 2013.
Disclosures in relation to the Sexual Harassment of Women atWorkplace (Prevention, Prohibition and Redressal) Act, 2013 withrespect to FY 2024-25 is as under:
1.
Number of complaints pending at the beginning of thefinancial year
NIL
2.
Number of complaints filed during the financial year
3.
Number of complaints disposed off during the financialyear
4.
Number of cases pending for more than ninety days
5.
Number of complaints pending at the end of thefinancial year
Your Company has complied with all applicable provisions of theMaternity Benefit Act, 1961.
Your Company is a socially responsible business organization andoffers 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 thefollowing minimum allocation: 25% of the procurement from MSEs,4% from MSEs owned by the SC/ST entrepreneurs and 3% fromMSEs owned by the women entrepreneurs.
In terms of the said policy, during the FY 2024-25, your Companymade total procurement of '1,760 crore from MSEs, whichis 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 eligiblevalue of annual procurement and that from MSEs owned by womenentrepreneurs is ' 280 crore, which is 7.80% of the total eligible valueof annual procurement.
Further, 20 Vendor Development Programmes for MSEs (including4 Special Vendor Development Programmes/Hand Holding Sessionsespecially for MSEs owned by SC/ST & Women Entrepreneurs) wereconducted.
Your Company is registered on the Trade Receivable e-DiscountingSystem (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) formaking payment to MSEs vendors through TReDS portal.
Your Company has made timely payment to MSE vendors inFY 2024-25.
The GeM is a Government-run e-commerce portal. It is a one-stopplatform 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 Portaland are procuring the Goods & Services available on the portalthrough GeM only. During the FY 2024-25, your Company has madeprocurements worth '2,114 crore from GeM Portal against thetarget of ' 1,800 crore thus surpassing the same by 17%.
During the FY 2024-25, your Company has successfully carried outthe integration of its ERP system with GeM portal.
To promote transparency and accountability, an appropriatemechanism has been set up across the Company in line with theprovisions of Right to Information Act, 2005. Your Company hasnominated 01 Central Public Information Officer (CPIO) and 01Link-CPIO /Nodal Officer (RTI) at Delhi Corporate office. Besides, 59Assistant CPIOs and 26 First Appellate Authorities are also nominatedacross all of its units/offices to provide information to citizens underthe provisions of the Right to Information Act, 2005.
Your Company has hosted RTI Guidelines and related information onits website and the same may be accessed at https://gailonline.com/RTI.html. Besides, MIS Report on RTI applications, Record RetentionSchedule and contact details of CPIO/Link-CPIO and ACPIOs have alsobeen web-hosted under the same link.
Keeping in view the purpose of suo-motu disclosures under Section 4of the RTI Act, 2005, your Company has hosted a dedicated page onits website, through which a large amount of information is placed inthe public domain on proactive basis. This is being done to increasethe transparency and accountability in the working mechanismof your Company and to reduce the need for filing individual RTIapplications.
Further, your Company has been made LIVE on the Government ofIndia-DoPT Online RTI Portal from July, 2016 and ever since informationis being provided through Online mode also. As on date, more than80% of the RTI applications/1st stage appeals are received throughonline RTI portal. All RTI applications received in online/offline modeare being processed as per the provisions of the RTI Act, 2005 andthe information is provided accordingly within prescribed time limit.For FY 2024-25, your Company has achieved 100% disposal rate inrespect of RTI Applications and First stage RTI Appeals.
A total of 813 RTI applications and 99 RTI first stage Appeals werereceived and disposed off under the provisions of the RTI Act, 2005.Besides, a total of 34 Hearings regarding second stage RTI appealswere attended at Central Information Commission (CIC). All the 34second stage appeals were disposed off by CIC in favour of yourCompany during the FY 2024-25.
The details on the Risk Management activities including theimplementation of risk management policy, key risks identified andtheir mitigations are covered in the Management Discussion andAnalysis Section, which forms part of the Board's Report.
In terms of Regulation 34 of SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015 and clause 4.5 of DPE Guidelineson Corporate Governance, the detailed Management Discussion andAnalysis forms part of the Board's Report at Annexure-A.
Your Company believes that good corporate governance plays acritical role in establishing a positive organizational culture. Pursuantto 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 atAnnexure-B.
The details of the meetings & composition of the Board, StatutoryCommittees of the Board including the terms of reference, Company'spolicy on Directors' appointment and their remuneration, theirshareholding in the Company, details of the establishment of whistle¬blower mechanism, details related to Annual General Meeting,information pertaining to Dividends declared, Investor Education& Protection Fund (IEPF) details and other matters etc. are part ofreport on Corporate Governance.
The Statutory Auditors of the Company have examined and certifiedyour Company's compliance with respect to conditions of CorporateGovernance enumerated in SEBI LODR and DPE guidelines onCorporate Governance. The certificate forms part of Board's Reportat Annexure-C.
Your Company has adopted Business Responsibility & SustainabilityReport (BRSR) describing the initiatives taken by the Company froman Environmental, Social and Governance perspective and the sameforms part of the Annual Report.
During the FY 2024-25, there was no order or direction of anycourt or tribunal or regulatory authority either affecting Company'sstatus as a going concern or which significantly affected Company'sbusiness operations.
Your Company and SEFE Marketing & Trading Singapore Pte Limited("SM&TS") reached an amicable settlement during the FY 2024-25regarding the arbitration proceedings initiated by GAIL related tothe non-supply of LNG cargoes to your Company during 2022/2023.Deliveries to your Company were restored since March 2023. Thesettlement includes a payment of US$ 285 million by SM&TS to GAILand withdrawal of the arbitration proceedings.
The Auditors in their report for the year have not reported any instanceof fraud committed by the officers/employees of the Company.
There have been no material changes and commitments affecting thefinancial position of the Company between the end of the FinancialYear and date of this report. There has been no change in the natureof the business of the Company.
The Company has followed the applicable Secretarial Standards, withrespect to Meetings of the Board of Directors (SS-1) and GeneralMeetings (SS-2) issued by the Institute of Company Secretaries ofIndia.
The Statutory Auditors of your Company are appointed by theComptroller & Auditor General of India (C&AG). Ravi Rajan &Co. LLP, New Delhi and Arun K Agarwal & Associates, NewDelhi were appointed as Joint Statutory Auditors for theFY 2024-25.
Notes on Financial Statements referred to in the StatutoryAuditors' Report are self-explanatory. There are noqualifications on the financial statements by the StatutoryAuditors for FY 2024-25.
Comptroller and Auditor General of India (C&AG) conductsSupplementary Audit of Financial Statements. Review andComments of C&AG, if any, on the Company's FinancialStatements for the financial year ended 31st March, 2025forms part of the Financial Statements.
C&AG paras from other audits: In addition to the supplementaryaudit of the financial statements mentioned above, theC&AG conducts audits of various nature. As on 31st March2025, there are thirteen (13) C&AG published paras pendingfor closure related to irregular payment of stagnation relief,irregular payment of income tax on perquisites to employee,benefit extended to private power producers, non-recoveryof additional charges from RIL on account of over drawalof gas, abandoned E&P blocks, irregular payment towardsencashment of Half pay/Sick leave/Earned leave, irregularpayment towards employer's share of EPF contribution onleave encashment, Petrochemical Production and ProjectManagement, safety preparedness of Oil & Gas transmissionpipelines, special monetary appreciation to its employees,benefit extended to the executives in the form of shiftallowance, infructuous expenditure due to non-compliancewith O&M guidelines, benefit extended to the executives inthe form of payment of running and maintenance expensesof vehicles.
Your Company is maintaining Cost Accounting Records asprescribed under the Companies (Cost Records and Audit)Rules, 2014, specified by the Central Government underSection 148(1) of the Companies Act, 2013.
Your Company appointed Cost Auditors for FY 2024-25 a:follows:
S.
No.
Name of the Cost Auditor
Region
M/s R J Goel & Co., New Delhi
Northern Region-I
M/s Chandra Wadhwa & Co.,New Delhi
Northern Region-II
M/s Shome & Banerjee, Kolkata
Central Region
M/s A B K & Associates, Mumbai
Western Region
5
M/s Dhananjay V Joshi &Associates, Pune
Southern Region
6
M/s Mani & Co., Kolkata
Eastern Region
M/s R J Goel & Co., New Delhi is the Lead Cost Auditor.
The cost audit reports are filed by the Lead Cost Auditor withthe Central Government in the prescribed form within thestipulated time. There are no qualifications in the Cost AuditReport by the Cost Auditors for FY 2023-24.
The Cost Audit Report for the financial year ended March31, 2025 will be filed within the prescribed time period underthe Companies (Cost Records & Audit) Rules, 2014.
Your Company has an in-house Internal Audit Department,which is headed by Executive Director. The audit assignmentsare carried out as per Annual Audit Program approved bythe Audit Committee. The Internal Audit Department has amix of officials from Finance and Technical functions whocarry out extensive risk based and technology-based auditthroughout the year covering every business process. Thesignificant audit observations are being reported to themanagement on periodical basis and unsettled audit issuesare also being reported to Audit Committee. The audit reportsare also shared with the Statutory Auditor, who review theefficiency of internal financial control. All these have resultedin strengthening of Internal Control systems.
Your Company appointed M/s Agarwal S. & Associates,New Delhi as Secretarial Auditor for FY 2024-25. SecretarialAudit Report confirming compliance by Practicing CompanySecretary to the applicable provisions of the Companies Act,2013, SEBI LODR and other applicable laws forms part of theBoard's Report as Annexure-D.
As per the provisions of the Section 134(3) of the CompaniesAct, 2013, Board of Directors in their Board Report is requiredto provide explanations or comments on every qualification,reservation or adverse remark made by the Company Secretaryin practice in his report.
The observations made by Secretarial Auditor in its AuditReport and Company's response thereon are at Annexure-DI.
As per notification dated 5th June, 2015 issued by the Ministry ofCorporate Affairs, Government of India, Government Companies areexempted from complying with provisions of Section 134(3)(p) ofthe Companies Act, 2013. Your Company is a Central Public Sector
Enterprise (CPSE) and appointment/nomination of all the Directorsincluding Independent Directors are being done by the Governmentof India. Therefore, such particulars are not included in the Board'sReport.
Your Company firmly believes that the commitment towards playinga defining role in the development of its stakeholders extends touplifting lives of the marginalized segments of the society, livingin and around its areas of operation. The principles of CorporateSocial Responsibility (CSR) are deeply imbibed in your Company'scorporate culture. In accordance with provisions of Section 135(5) ofthe Companies Act, 2013, your Company was required to spend 2%of average net profit of the preceding three years after setting offthe excess expenditure of the previous financial years i.e. ' 149.06Crore (' 182.32 crore - '33.26 crore). To amplify outreach efforts,the Company has incurred an expenditure of '183.77 crore forCSR. Excess expenditure of '34.71 crore incurred in FY 2024-25 isavailable for set off in subsequent years.
Annual Report on CSR activities as required under Companies(Corporate Social Responsibility Policy) Rules, 2014 is placed atAnnexure-E.
Your Company's CSR Policy is also available on Company website athttDs://www.aailonline.com/CSRPolicv.html
As per the requirement of Section 134(3)(m) of the CompaniesAct, 2013 read with Rule 8(2) of the Companies (Accounts) Rules,2014, details of conservation of energy and technology absorptionand foreign exchange earnings and outgo forms part of the Board'sReport at Annexure-F.
Your Company has formulated the policy on dealing with RelatedParty Transactions and the same is also hosted on the Company'swebsite at https://www.gailonline.com/pdf/InvestorsZone/GAIL%20Related%20Partv%20Transaction%20Policv 27052025.pdf
During the year, all RPTs were on arm's length basis and in theordinary course of business. Therefore, there is no RPT which requiredapproval of the Board / Shareholders under Section 188(1) of theCompanies Act, 2013. As such, no RPTs need to be reported ine-Form No. AOC-2, in terms of Section 134(3)(h) read with Section188 of the Companies Act, 2013 and Rule 8(2) of the Companies(Accounts) Rules, 2014.
The provisions of Section 134(3)(e) of the Act are not applicable toa Government Company. Consequently, details on Company's policyon Directors' appointment and other matters as required underSection 178(3) of the Act, are not provided. Similarly, Section 197of the Act is also exempt for a Government Company. Consequently,there is no requirement of disclosure of the ratio of the remunerationof each Director to the median employee's remuneration and othersuch details, including the statement showing the names and otherparticulars of every employee of the Company, who if employed
throughout/part of the Financial Year, was in receipt of remunerationin excess of the limits set out in the Rules are not provided in terms ofSection 197(12) of the Act read with Rule 5(1)/(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules,2014.
Annual Return is hosted on Company's website at https://gailonline.com/IZAnnualReports.html
As per Regulations 43A of the SEBI LODR, your Company hasformulated a Dividend Distribution Policy. The dividend pay-out ismade in accordance with the Company's Dividend Distribution Policy.
The Dividend Distribution Policy of the Company is available on theCompany's website, at https://gailonline.com/pdf/InvestorsZone/GAIL Dividend Distribution Policy w.e.f. 30.01.2025.pdf
Your Company has not accepted any Deposit from Public duringthe FY 2024-25 and as such, no amount of principal or interest wasoutstanding as on 31st March, 2025.
During FY 2024-25, your Company has not raised equity fundsthrough preferential allotment or through qualified institutionalplacement.
During FY 2024-25, foreign exchange earnings were '19,179.51crore and outgo was '54,732.57 crore as compared to foreignexchange earnings of ' 14,017.39 crore and outgo of '49,466.03crore during FY 2023-24.
The following changes took place in the Board of Directors/ KeyManagerial Personnel of your Company since 01st April, 2024:
• 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.
• Ms. Kamini Chauhan Ratan, Government Nominee Directorw.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 upto07.11.2024
• Smt. Kangabam Inaocha Devi, Independent Director upto
07.1 1.2024
• Prof. Dr. Ravikant Kolhe, Independent Director upto
• 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 completedon 07.11.2024 and later, the same were nominated by MoP&NGon 28.03.2025 and appointed by your Company as IndependentDirectors w.e.f. 28.03.2025.
The Board placed on record its deep appreciation for the valuableguidance and significant contribution made by outgoing Directorsduring their association with the Company.
Your Company has received necessary declaration from IndependentDirectors 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 Section149(6) of the Act and Regulation 16(1)(b) of the SEBI LODR.
• They have registered themselves with the database ofIndependent Directors maintained by the Indian Institute ofCorporate Affairs under the Ministry of Corporate Affairs.
The details of Independent Directors' training/familiarizationprogrammes are available on the Company's website at https://gailonline.com/pdf/InvestorsZone/Website 21052025.pdf
Pursuant to the requirements of SEBI (LODR) Regulations, 2015 andDPE Guidelines on Corporate Governance, the Board Members andSenior Management Personnel have affirmed compliance with theCode of Conduct for the financial year ended 31st March, 2025.
No application has been made under the Insolvency and BankruptcyCode, 2016 (IBC), hence the requirement to disclose the details of theapplication made or any proceeding pending under the IBC duringthe year along with their status as at the end of the financial year isnot applicable.
The Directors confirm that they have:
i) followed applicable accounting standards, along with properexplanation relating to material departures in the preparationof the annual accounts for the financial year ended 31st March,2025;
ii) selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable andprudent to give a true and fair view of the state of affairs ofthe Company at the end of the financial year and of the profitof the Company for the year under review;
iii) taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions
of the Companies Act, 2013, for safeguarding the assets ofthe Company and for preventing and detecting fraud andother irregularities;
iv) prepared the annual accounts for the financial year ended 31stMarch, 2025 on a going concern basis;
v) devised proper systems to ensure compliance with theprovisions of all applicable laws and such systems wereadequate and operating effectively; and
vi) laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequateand are operating effectively.
Your Directors express their gratitude for the help, guidance andsupport received from the Government of India, especially theMinistry of Petroleum and Natural Gas as well as the various StateGovernments, regulatory and statutory authorities.
Your Directors acknowledge the constructive suggestions receivedfrom Comptroller and Auditor General of India and Auditors and aregrateful for their continued support and cooperation.
Your Directors also thank all the shareholders, business partnersand members of the GAIL family for reposing their faith, trust andconfidence in your Company.
All that have been achieved would not have been possible withoutthe relentless and focused efforts of your Company's employees. Weplace our deep appreciation for their commitment.
Your Directors also express their gratitude for the help, guidance andsupport received from the outgoing Board Members.
Your Directors and employees look forward to the future withconfidence and stand committed towards creating a mutuallyrewarding future for all stakeholders.
Sd/-
Chairman & Managing Director(DIN: 07570165)
Place: New DelhiDated: 15.07.2025