Director Report

Dear Shareholders,

On behalf of the Board of Directors, I am delighted to present the 39th Board's Report of your Company, along with Audited Standalone and Consolidated Financial Statements for the Financial Year 2022-23:

a. Financial highlights on standalone basis for FY 2022-23 are as under:

Note: The following exchange rates are used in calculations:

For FY 2022-23: Average rate 1 US$ = `79.37 & Closing rate 1 US$ = ` 82.57 (for book value per share only)

For FY 2021-22: Average rate 1 US$ = `75.01 & Closing rate 1 US$ = ` 76.17 (for book value per share only)

## Previous year's figures are adjusted for bonus issue of 1:2 shares during FY 2022-23.

b. Key Financial Highlights on a Consolidated basis for FY 2022-23

In accordance with the provisions of the Companies Act 2013 "the Act", SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 "SEBi (lODR) Regulations", and applicable Accounting Standards, the Audited Consolidated Financial Statements of the Company for FY 2022-23, together with the Auditors' Report form part of this Annual Report.

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

Note: The following exchange rates are used in calculations: For FY 2022-23: Average rate 1 US$ = `79.37 For FY 2021-22: Average rate 1 US$ = `75.01

1. Pipeline Transmission

Natural Gas Transmission

Your Company has expanded the network of Natural Gas pipeline to ~15,600 km across the length and breadth of our country. The average gas transmission through this network during FY 2022-23 was 107.28 MMSCMD vis-?-vis 110.98 MMSCMD in the previous financial year. Revenue from operations from Natural Gas Transmission segment in FY 2022-23 was ` 6,661 crore as against ` 6,392 crore in FY 2021-22. The share in country's Natural Gas Transmission is 65%.

lPG Transmission

Your Company owns and operates 2,040 km LPG pipeline network majorly are Jamnagar-Loni Pipeline (JLPL) and the Vizag-Secunderabad Pipeline (VSPL). JLPL and VSPL networks together achieved a throughput of 4.335 MMTPA during the FY 2022-23 against 4.199 MMTPA in the previous FY 2021-22. Revenue from operations from LPG transmission in FY 2022-23 was ` 722 crore as against ` 669 crore in FY 2021-22.

2. Natural Gas Marketing

During FY 2022-23, your Company clocked a sales figure of 94.91 MMSCMD (which included sales within India of 83.03 MMSCMD and overseas sales of 11.88 MMSCMD) as against 96.24 MMSCMD (which included sales within India of 86.55 MMSCMD and overseas sales of 9.69 MMSCMD) during FY 2021-22. Revenue from operations from Natural Gas Marketing in FY 2022-23 was ` 1,35,290 crore as against ` 77,326 crore in FY 2021-22. The share in country's Domestic Gas Market is 50%.

3. Petrochemicals

During FY 2022-23, your Company recorded a total production of 442 KTA against a total production of 777 KTA in the FY 2021-22 and sales of 399 KTA in FY 2022-23 as against total sales of 790 KTA in the FY 2021-22. Revenue from Operations from this segment was ` 4,917 crore as against ` 8,549 crore in FY 2021-22.

4. lPG and Other liquid Hydrocarbon

Your Company has five Gas Processing Units (GPUs) at four locations in the country having a total LPG & LHC production capacity of 1.4 Million MT. During FY 2022-23, total liquid hydrocarbon production from GPUs was about 0.93 Million MT as against 1.0 Million MT in FY 2021-22, of which almost 92% constitutes LPG and Propane. Revenue from Operations from Liquid Hydrocarbons in FY 2022-23 also improved to ` 5,570 crore as against ` 4,865 crore in FY 2021-22.

5. Exploration and Production (E&P)

Your Company has participating interest in 13 E&P blocks out of which 10 are in India, 2 blocks in Myanmar and 1 Shale Gas JV in Eagle Ford Basin, Texas, USA (through wholly-owned subsidiary - GGUI). Out of these, your Company is an Operator in three onland blocks viz. (i) CB-ONN-2010/11 and CB-ONHP-2017/12 in Cambay basin awarded during NELP-IX and OALP-I bidding rounds respectively and (ii) block RJ-ONHP-2021/1 in Rajasthan basin awarded during OALP-VII bid round. The twelve E&P blocks (excluding Shale Gas in Eagle Ford Basin) hold an acreage of 2,656 km2 as per its Participation Interest (P.I.) in various consortiums.

Revenue from the sale of hydrocarbons is being generated from 5 producing blocks namely A-1 & A-3 in Myanmar and CB-ONN-2000/1 & CB-ONN-2003/2 (Cambay onshore blocks) in India and one (1) shale gas JV acreage in Eagle Ford Basin, Texas, USA.

Revenue from Operations of ` 1,134 crore has been generated from E&P activities during FY 2022-23 as against ` 834 crore in FY 2021-22. Your Company, as an operator, has recently started commercial crude oil production from Galiyana#1 field in Gujarat from March 18, 2023.

6. Renewable Energy

Your Company is committed to reducing its carbon emissions and therefore implementing several renewable projects. It has a total installed capacity of 132 MW of alternative energy; out of which 117.95 MW is wind energy projects and 14.05 MW are solar energy projects including small solar units. Revenue from Operations of ` 46 Crore has been generated from Power Generation activities during FY 2022-23 as against ` 51 crore in FY 2021-22. Further, in line with the Government of India (GoI) Hydrogen Mission, your company is running a pilot project for hydrogen blending in city gas network at Indore, Madhya Pradesh and is setting up a 10MW Green Hydrogen plant at Vijaipur, Guna District, Madhya Pradesh.

7. Project Execution

FY 2022-23 has been fruitful particularly for Pipeline Project execution. During the year ~1074 km of natural gas pipeline has been commissioned. Your Company has achieved 1,330 km of pipeline lowering in FY 2022-23. Pipeline Projects continue to be major thrust area for your company to build natural gas infrastructure in the country and 4,200 km of pipeline project as a part of National Gas Grid & other small connectivities are under different stages of project execution.

Your Company has expanded the reach of Pradhan Mantri Urja Ganga Pipeline Project, also known as Jagdishpur Haldia and Bokaro Dhamra pipeline (JHBDPL) with the commissioning of 2,096 km out of 2,655 km total pipeline length. All the 4 major anchor Fertilizers plants, namely M/s Matix Fertilizers, Durgapur and 03 units of M/s Hindustan Urvarak & Rasayan Limited (HURL) at Gorakhpur, Sindri, and Barauni are drawing full volumes.

During FY 2022-23, the major addition to JHBDPL network was made through commissioning of Bokaro-Angul Mainline. On 12.07.2022 , Hon'ble Prime Minister of India Shri Narendra Modi dedicated the Bokaro-Angul Section (~533 km) of JHBDPL to the Nation. Dhamra-Angul Mainline with spur lines to Jamshedpur, Ranchi, Cuttack & Bhubaneshwar have been commissioned. This will fast track the expansion of CGD network to these important cities. Your company has also commissioned Sultanpur-Jhajjar-Hisar pipeline (135 km) on 31.03.2023 and completed Chainsa-Jhajjar-Hissar (CJHPL) network. With the commissioning of Dhamra-Angul Mainline, your Company has connected another gas source to JHBDPL network enabling RLNG supply from Dhamra LNG terminal on the east coast of India in the state of Orissa.

Your company is also extending JHBDPL project to the North-eastern region of India up to Guwahati in Assam with construction of 729 km Barauni-Guwahati Pipeline. Bihar section of Barauni-Guwahati Pipeline have been commissioned on 31.03.2023. Guwahati is the gateway to the North Eastern Gas Grid being implemented by M/s Indradhanush Gas Grid Limited (IGGL), a Joint Venture of GAIL, IOCL, ONGC, OIL and NRL which is executing around 1,656 km natural gas pipelines to connect the eight states of North-East India.

Further, your Company is committed to increase reach of Natural Gas in the country by way of providing Last Mile Connectivity to Industrial customers and to City Gas Distribution (CGD) entities for supply of natural gas as CNG and PNG to various cities. During the year, the Company has completed 30 nos. of hook-up connections to CGD Geographic Areas (GAs), 5 nos. Last Mile Connections to Industrial customers and 02 nos. of Tie-in connectivities from Natural Gas Sources during the year. Further, work is under progress to provide connectivity to another 6 Industrial customers & 40 CGD Geographic Areas (GAs).

In order to strengthen and increase your Company's natural gas transmission network to ~20000 km, your company is also executing other important pipeline projects which include Mumbai-Nagpur-Jharsuguda Pipeline (1755 km), Srikakulam-Angul Pipeline (744 km), part of Kochi-Koottanad-Bangalore-Mangalore Pipeline (KKBMPL) (~294 km) remaining in the State of Tamil Nadu, Dhamra-Haldia Pipeline (253 km) & Haridwar-Rishikesh-Dehradun Pipeline (50 km). These projects are at various stages of project execution. Hon'ble Prime Minister laid the foundation stone for Srikakulam- Angul Pipeline on 12.11.2022.

Under the Petrochemicals business vertical, work is under progress on 500 KTA Propane Dehydrogenation and Polypropylene (PDH-PP) Project at Usar, Maharashtra, and 60 KTA Polypropylene (PP) project at Pata, Uttar Pradesh. Through Corporate Insolvency Resolution process (CIRP), your Company was declared successful Resolution Applicant to acquire Purified Terephthalic Acid (PTA) plant of JBF Petrochemicals, Mangalore and the process for its revival is underway.

Buyback of Shares

Your Company has made buyback of 5,69,85,463 (Five Crore Sixty Nine Lakh Eighty Five Thousand Four Hundred and Sixty Three) fully paid-up equity shares of face value of ` 10 each (representing 1.28 % of the total number of fully paid-up equity shares) at a price of ` 190 (Rupees One Hundred Ninety only) per equity share payable in cash for an aggregate consideration of ` 1082,72,37,970 (Rupees One Thousand Eighty Two Crore Seventy Two Lakh Thirty Seven Thousand Nine Hundred and Seventy only) excluding taxes. After buyback process, the paid-up equity share capital of the Company reduced from ` 4,440.39 crore to ` 4,383.40 crore w.e.f. June 21, 2022.

Disinvestment by President of india

Your Company is promoted by the Government of India (GOI). GOI tendered 2,62,03,384 equity shares of the Company under the buyback offer and the same was bought back by the Company. Post buyback of shares, the GOI's shareholding was 2,25,83,86,698 equity shares representing 51.52% of paid-up share capital on 26.06.2022 as against 51.45% held prior to buyback. i

INCREASE IN AUTHORISED SHARE CAPITAL

Pursuant to shareholders approval in 38th AGM held on 26.08.2022, the Authorised Share Capital of the Company was increased from ` 5,000 crore (` Five Thousand Crore) to ` 10,000 crore (` Ten Thousand Crore).

ISSUE OF SHARES

In September, 2022, your Company issued and allotted Bonus Shares to the shareholders in ratio of one equity share of ` 10 each for every two equity shares of ` 10 each held as on record date i.e. 07.09.2022. As a result, the Paid-up Equity Capital has increased from ` 4,383.40 crores to ` 6,575.10 crores by capitalizing the General Reserves of ` 2191.70 crore.

Dividend

Your Company takes pride in being a consistent dividend-paying Company. The Board of Directors had approved payment of Interim Dividend during the financial year @ 40% on equity shares of ` 10 each (` 4.00/- per equity share each) amounting to ` 2,630.04 crore. The Interim Dividend(s) was paid in March, 2023 in addition to Final Dividend @10% on equity shares of ` 10 each (` 1.00/- per equity share each) for FY 2021-22 amounting to ` 438.34 crore paid in September, 2022.

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

Employee Stock Option (ESOP)

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

Contribution to Exchequer

Your Company has contributed ` 14,446 crore in FY 2022-23 to the Central & State exchequer through duties, taxes, and others as compared to ` 13,090 crore in FY 2021-22.

Domestic rating

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

International Rating

The International rating agency, Moody's International, Singapore, has assigned to your Company the Long Term Corporate Issuer rating of ‘Baa3' with stable outlook which is equal to the sovereign rating of India. Further, Fitch Ratings has assigned to your Company a Long-term Issuer Rating of ‘BBB- with a stable outlook, which is also equivalent to the sovereign rating of India. Both these international rating agencies have indicated that your Company's rating is now capped to the Sovereign rating of India and it may be upgraded once the sovereign rating of India improves.

Debt portfolio management

The Company managed its liquidity requirements through a judicious mix of long-term and short-term borrowings and internal accruals. This helped the Company to reduce its cost of capital without impacting the planned Capex. To rationalise the Cost of Capital, the Company makes effort to refinance old loans at lower interest rates and to tie-up for long-term and short-term facilities with Banks and Financial Institutions for fresh borrowings at competitive rates. These measures results in reduction in effective long-term borrowing cost.

Particulars of loans, investments and Corporate Guarantees

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

Subsidiaries / Associates / Joint Ventures

Your Company has formed various subsidiaries/associates/joint venture companies for different business areas such as City Gas Distribution (GAIL Gas Limited, Indraprastha Gas Limited, Mahanagar Gas Limited etc.), Petrochemical production (Brahmaputra Cracker and Polymer Limited, ONGC Petro-additions Limited), LNG Re-gasification (Konkan LNG Limited, Petronet LNG Limited), Gas trading (GAIL Global (Singapore) Pte. Limited) and Shale Gas (GAIL Global (USA) Inc.), LNG sourcing (GAIL Global (USA) LNG LLC). Contracts or arrangements/transactions carried out with all the related parties were on arm's length basis and in the ordinary course of business. During the FY 2022-23, your Company has acquired 26% stake in M/s LNG Japonica Shipping Corporation Limited ("Japonica") from M/s Mitsui O.S.K. Lines, Ltd., Tokyo, Japan. "Japonica" operates LNG vessel "GAIL Bhuwan" and your Company has signed Time Charter Party Agreement (TCP) with Japonica for shipping LNG from USA. Your Company is constantly in search for acquisition of Companies in synergy with GAIL or in diverse fields. Equity investments opportunities are scrutinized on regular basis. One such opportunity was acquisition of a JBF Petrochemicals Limited (JBF), a Petrochemicals Company incorporated in 2008 for setting up of 1.25 MMTPA Purified Terephthalic Acid (PTA) Plant within Mangalore Special Economic Zone (MSEZ) in the State of Karnataka. In the year 2022, Resolution Professional of JBF submitted GAIL's Resolution Plan for approval of the Hon'ble NCLT, Ahmedabad Bench in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016 (IBC).

Resolution Plan of GAIL was approved by NCLT, Ahmedabad on 13.03.2023. As per implementation of the Resolution Plan, your Company infused ` 2,101 crores (Equity – ` 625.00 crore and Debt - ` 1,476.00 crore) towards total Resolution Plan amount in JBF on 01.06.2023. Consequently, JBF has become a wholly-owned subsidiary of your Company with effect from 01.06.2023.

The subsidiaries/associates/joint venture companies have contributed significantly to your Company's business expansion activities. A statement containing the salient features of the Financial Statements of your Company's Subsidiaries, Associate Companies and Joint Ventures as per the first proviso of Section 129(3) of the Companies Act, 2013 including the individual contribution of these companies towards the overall performance of Company during the period is given under Consolidated Financial Statements forming part of this Annual Report. Investment in no subsidiary/joint venture company ceased to exist during the year.

Vigilance

Corporate Vigilance department of your Company is ISO-9001:2015 certified for having adopted Quality Management System in compliance with the requirements of ISO. During the year, various steps have been taken that focused on bringing in systemic improvement for ensuring greater transparency, fairness, efficiency and accountability. To sensitize the employees about various aspects of contract management, specialized trainings were organized at different GAIL locations and Vigilance Awareness Week (VAW) 2022 was observed at Corporate Office and site Offices from 31st October to 6th November 2022, under the guidance of Central Vigilance Commission (CVC) on the theme "Corruption free India for a developed Nation"; "Hkz"Vkpkj eq? Hkkjr& fodflr Hkkjr" A Summary of vigilance cases during the year 2022-23 is as under:

Customer Relationship

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

INFORMATION SYSTEMS AND TECHNOLOGY

As a leading company in the Natural Gas value chain in India, your Company recognizes the importance of leveraging information technology (IT) to drive business growth and innovation. Your Company has adopted start-of-the-art technology solutions with a vision to improve productivity, efficiency, customer experience and gain a competitive advantage while reducing costs. Your Company remains committed to leveraging IT to support business growth and drive value for its stakeholders.

Your Company has implemented robust cyber security measures to protect the IT systems and data from cyber threats and attacks. This includes operating round-the-clock Security Operations Centre (SOC) with advanced security software, implementing regular security audits, and providing ongoing training and education to our employees. The IT data centres are ISO27001:2013 certified.

Representation of Priority Section

Your Company has been complying with the Presidential Directives and other instructions/guidelines issued from time to time pertaining to Policies and Procedures of Government of India regarding reservation, relaxations, concessions etc. for Scheduled Castes (SCs), Scheduled Tribes (STs), Other Backward Classes (OBCs), Economically

Weaker Sections (EWSs) and Persons with Benchmark Disabilities (PwBDs) in Direct Recruitment. Group wise details with regard to total number of employees and the representation of Scheduled Castes, Scheduled Tribes, Other Backward Classes, Economically Weaker Sections, Persons with Benchmark Disabilities amongst them as on 31st March, 2023 are given in the table below:

A total of 264 new employees joined your Company during the FY 2022-23. Total Manpower of the Company as on 31st March, 2023 stood at 4823 (including CMD, Whole-time Directors & CVO) with 16% of its employees belonging to the SC category, 7% to the ST category, 25% to the OBC category, 8% to the Minorities and 2% to the Persons with Benchmark Disabilities (PwBDs) category. Your Company's workforce is comprised of 312 women employees (i.e. 6% of its employees) as on 31st March, 2023. The Company's attrition rate is 0.97%, which is a testament to its strong human capital management.

Official language

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

As many as 152 Hindi workshops were conducted during FY 2022-23 in which 3,119 employees were imparted training. Hindi Fortnight was observed across your Company from 14th to 29th September, 2022 to propagate linguistic harmony and to motivate the employees for the progressive usage of Hindi in their day-to-day work. Vishwa Hindi Divas was celebrated across GAIL on 10th January,2023. The First Sub-Committee of Committee of Parliament on Official Language inspected GAIL Madanpur Khadar, Mumbai, Vadodara, Kochi, Hyderabad Zonal Office, Varanasi, Abu Road, Nasirabad, Lucknow Zonal & Dibiyapur to review the steps undertaken to promote the Official Language.

Your Company has been awarded the Second prize for the year 2019-20 and Third prize for the year 2021-22 under the Petroleum Rajbhasha Shield Scheme for Commendable performance in the field of Official Language. These awards were presented by Shri Hardeep Singh Puri, Hon'ble Minister of Petroleum and Natural Gas during the Hindi Advisory Committee Meeting of MoPNG held on 25th November, 2022.

Disclosure in relation to Sexual Harassment of Women at Workplace

Your Company has in place a robust Policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 with respect to FY 2022-23 is as under:

Your Company is a socially responsible business organization and offers ample opportunities via its Public Procurement Policy (PPP) for vendors and suppliers. This gives fair opportunities to MSEs, encouraging participation and cultivating sustainable growth. While implementing its Public Procurement Policy (PPP) for MSEs, your Company focuses on the following allocation: 25% of the procurement from MSEs, 4% from MSEs owned by the SC/ST entrepreneurs and 3% from MSEs owned by the women entrepreneurs. In terms of the said policy, during the FY 2022-23, your Company made total procurement of ` 1541 crore from MSEs which is approx. 46.09 % of the total eligible value of annual procurement of approx. ` 3415 crore. The procurement made from MSEs owned by SC/ST Entrepreneurs is ` 137 crore which is approx. 4.01 % of the total eligible value of annual procurement and that from MSEs owned by Women Entrepreneurs is ` 108 crore which is approx. 3.61 % of the total eligible value of annual procurement.

Further, 20 Vendor Development Programmes for MSEs (including 4 Special Vendor Development Programmes/Hand Holding Sessions especially for MSEs owned by SC/ST & Women Entrepreneurs) were conducted. Your Company is already registered on the Trade Receivable e-Discounting System (TReDS) portal of all the three service providers (i.e. M/s Mynd Solutions, M/s A TReDS, and M/s RXIL) and is also making payment to MSEs vendors through TReDS.

Procurement through Government e-Marketplace (GeM):

The Government e-Marketplace (GeM) is a Government-run e-commerce portal. It is a one-stop to facilitate and enable easy online procurement of Goods & Services that are needed by various Government Departments, Organizations and PSUs. All work centers of your Company are registered on GeM Portal and are procuring the Goods & Services available on the portal through GeM only. During the FY 2022-23, the Company had made procurement of ` 2541 crore through GeM (which is more than 25% of total eligible procurement in the year).

MoU Performance

The Memorandum of Understanding (MoU) is signed every year between your Company and its administrative ministry i.e., MoP&NG, to assess and enhance performance of Company through the targets set therein. The MoU for FY 2022-23 was signed between Secretary (P&NG), Government of India and CMD of your Company.

The evaluation of MoU of your Company for FY 2022-23 is under process. Evaluation of MoU for FY 2021-22 has been completed by DPE and GAIL has achieved a score of ‘94.45', which corresponds to ‘Excellent' rating.

Right to information

To promote transparency and accountability, an appropriate mechanism has been set up across the Company in line with the provisions of Right to Information Act, 2005. Your Company has nominated 01 Central Public information Officer (CPiO) & 01 link-CPiO/Nodal Officer (Online RTi) at Corporate office,

58 Assistant CPiOs and 25 First Appellate Authorities across all its units/offices to provide information to citizens under the provisions of the RTI Act, 2005. Your Company has hosted RTI Guidelines and related information on its website and the same may be accessed at https://gailonline.com/ RTI.html. Besides, MIS Report on RTI Applications, Record Retention Schedule, and latest RTI Audit Report have also been web-hosted under the same link. Keeping in view the purpose of suo-motu disclosures under Section 4 of the RTI Act, 2005, your Company has hosted a dedicated page on its website, through which a large amount of information in the public domain is placed on a proactive basis. This is being done to make the functioning more transparent and reduce the need for filing individual RTI applications. Further, your Company has been made LIVE on the Government of India-DoPT Online RTI Portal from July, 2016 and ever since GAIL is providing information through Online mode also.

Approximately, 85% of the RTI applications/1st stage appeals are received through online mode. All RTI applications received (online/physically mode) are being processed as per the provisions of the RTI Act, 2005 and the information is provided accordingly within prescribed time limit. For FY 2022-23, your Company's Corporate RTI Cell has a 100% disposal rate in respect of RTI Applications and First stage RTI Appeals received. A total of 875 RTI applications and 110 RTI Appeals were disposed-off within the prescribed time schedule as per the provisions of the RTI Act. Further, there was no penalty/adverse remarks received from Hon'ble Central Information Commission during the FY 2022-23 in respect of the second appeal(s) filed by RTI Appellant(s).

Risk Management

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

Management Discussion and Analysis

In terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and clause 7.5 of DPE Guidelines on Corporate Governance, the detailed Management Discussion and Analysis forms part of the Board's Report as Annexure- A.

Corporate Governance

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

The details of the meetings & composition of the Board, Statutory Committees of the Board including the terms of reference, Company's policy on Directors' appointment and their remuneration, their shareholding in the Company, details of the establishment of whistle-blower mechanism, details related to Annual General Meeting, information pertaining to Dividends declared, IEPF details and other matters, etc. are part of report on Corporate Governance.

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and operations of your Company in the future.

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

Business Responsibility & Sustainability Report

As per SEBI (LODR) Regulations for FY 2022-23, your Company is required to submit a Business Responsibility and Sustainability Report in place of Business Responsibility Report. Your Company has adopted Business Responsibility & Sustainability Report (BRSR) describing the initiatives taken by the Company from an Environmental, Social and Governance perspective and the same is part of the Annual Report. Bankers' Meet

1. Statutory Auditors

The Statutory Auditors of your Company are appointed by the Comptroller & Auditor General of India (C&AG). M/s A.R.

& Co., Chartered Accountants, New Delhi and M/s Gandhi Minocha & Co., Chartered Accountants, New Delhi were appointed as Joint Statutory Auditors for the FY 2022-23. Notes on Financial Statements referred to in the Statutory Auditors' Report are self-explanatory. There are no qualifications on the financial statements by the Statutory Auditors for FY 2022-23.

Supplementary Audit of Financial Statements:

Review and Comments of C&AG, if any on the Company's Financial Statements for the financial year ended 31st March, 2023 forms part of the Financial Statements.

Shri R. K. Jain, Director (Finance), GAIL addressing a Bankers' Meet

C&AG paras from other audits:

In addition to the supplementary audit of the financial statements mentioned above, the C&AG conducts audits of various nature. As on 31st March 2023, there are fourteen pending published Paras related to C&AG audit including Irregular payment of stagnation relief, Irregular payment of income tax on perquisites to employee, Benefit extended to Private power producers, Non recovery from RIL, Abandon E&P blocks, Irregular payment towards encashment of Half pay/Sick leave/Earned leave, Irregular payment towards employer's share of EPF contribution on leave encashment, Petrochemical Production and Project Management, Safety preparedness of Oil & Gas transmission pipelines, Special Monetary Appreciation to its employees, Benefit extended to the executives in form of shift allowance, Delay in completion of Minimum Work Program related to E&P, Infructuous expenditure due to non-compliance with O&M guidelines, Benefit to the executives in the form of payment of running and maintenance expenses of vehicles. The replies to these paras have been submitted and the status reports are also being furnished from time to time.

2. Cost Auditors

Your Company appointed six Cost Auditors for FY 2022-23 as follows:

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

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

The cost audit reports are filed by the Lead Cost Auditor with the Central Government in the prescribed form within the stipulated time. There are no qualifications in the cost records by the Cost Auditors for FY 2021-22.

The Cost Audit Report for the financial year ended March 31, 2023 shall be filed within the prescribed time period under the Companies (Cost Records & Audit) Rules, 2014.

3. internal Auditor

Your Company has an In-house Internal Audit Department, which is headed by Executive Director. Your Company had also outsourced the internal audit of selected sites and had appointed four Internal Audit Firm(s) during FY 2022-23 for each region. The details of Internal Audit Firm(s) are as under:-

4. Secretarial Auditor

Your Company appointed M/s Agarwal S. & Associates as Secretarial Auditor for FY 2022-23. Secretarial Audit Report confirming compliance by Practicing Company Secretary to the applicable provisions of the Companies Act, 2013, SEBI (LODR) Regulations, and other applicable laws is part of the Board's Report as Annexure-D.

Secretarial Auditor has made an observation that GAIL has been furnishing shorter notice to Stock Exchanges in respect of prior intimation about the meeting of the Board of Directors held on 27.05.2022 for consideration of final dividend. Your Company's substantive response to the qualifications made in the Secretarial Audit Report was as under: For the FY 2021-22, GAIL was already complying Guidelines on Capital Restructuring of Central Public Sector Enterprises issued by Department of Investment & Public Asset Management (DIPAM) as Company had already paid 1st Interim Dividend (@ ` 4 per share) & 2nd Interim Dividend (@ ` 5 per share) in December, 2021 & March, 2022 respectively. However, based on Q4 performance, it was considered appropriate by the Management on 26.05.2022 that matter for considering Final Dividend for the benefit of the shareholders may be put up in the proposed 441st Board meeting scheduled for 27.05.2022. Accordingly, the intimation regarding consideration of Final Dividend in 441st Board Meeting to be held on 27.05.2022 was sent to Stock Exchanges on 26th May, 2022. The Company had requested to Stock Exchanges vide letter dated 16.06.2022 for waiver of fine imposed on account of such non-compliance. However, NSE did not acceded to GAIL request for waiver of fine which was intimated vide letter dated 01.06.2023 and accordingly, fine was deposited to NSE on 07.06.2023. Reply from BSE is awaited.

The Company was fully compliant with the mandatory requirements of SEBI (LODR) Regulations and the Companies Act, 2013 during the FY 2022-23 except as stated above.

Performance Evaluation of Directors

Your Company is a Central Public Sector Enterprise (CPSE) and appointment/nomination of all the Directors including Independent Directors are being done by the President of India, through the MoP&NG, Government of India. Therefore, performance evaluation of individual Directors including Independent Directors is carried out by the Government of India.

Corporate Social Responsibility (CSR)

Your Company firmly believes that the commitment towards playing a defining role in the development of its stakeholders extends to uplifting lives of the marginalized segments of the society, living in and around its areas of operation. The principles of Corporate Social Responsibility (CSR) are deeply imbibed in your Company's corporate culture. To amplify outreach efforts, the Company has incurred an expenditure of ` 99.1 crores. i.e. 2.18% of the avg. net profit of the preceding three years after setting off the excess expenditure of previous financial years.

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

Your Company's CSR Policy is also available on Company website at https://www.gailonline.com/CSRPolicy.html

Energy Conservation, Technology Absorption and Foreign Exchange Earnings & Outgo

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

Particulars of Contracts or Arrangements with Related Parties

As per requirement of Section 134 (3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 particulars of contracts or arrangements with Related Parties as referred in section 188(1) of the Companies Act, 2013 in the prescribed form AOC-2 forms part of the Board's report at Annexure-G. Your Company has formulated the policy on dealing with Related Party Transactions and the same is hosted on the website at https://www.gailonline.com/pdf/InvestorsZone/GAILRelatedParty TransactionPolicyMarch2022.pdf

Particulars of Employees

As per notification dated June 5, 2015 issued by the Ministry of Corporate Affairs, Government of India, Government Companies are exempted from complying with the provisions of Section 197 of the Companies Act, 2013. As your Company is a Government Company, information as required under said provisions have not been included in the Board's Report.

Annual Return

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

Dividend Distribution Policy

As per Regulations 43A of the SEBI (LODR) Regulations, your Company has formulated a Dividend Distribution Policy. The dividend pay-out is made in accordance with the Company's Dividend Distribution Policy. The Dividend Distribution Policy of the Company is available on the Company's website, at http://gailonline.com/pdf/InvestorsZone/ GAIL%20Dividend%20Distribution%20Policy.pdf

Acceptance of Deposits

Your Company has not accepted any Deposit during the FY 2022-23.

Fund Raising

During FY 2022-23, your Company had issued 15,750 numbers of 7.34% Senior, Unsecured, Listed, Rated, Taxable, Non-Cumulative,

Redeemable, Non-Convertible Debentures (Series-I) of `10,00,000/- (Rupees Ten Lakh) each aggregating to ` 1575,00,00,000 (Rupees One Thousand Five Hundred Seventy-Five Crore) on Private Placement basis on 20th December, 2022 (ISIN- INE129A0801). The same are listed both on the National Stock Exchange of India Limited (NSE) as well as on BSE Limited (BSE).

Foreign Exchange Earnings and Outgo

During FY 2022-23, Foreign exchange inflows were ` 28,136.38 crore and Foreign Currency outflows were ` 69,228.61 crore.

Board of Directors and Key Managerial Personnel

The following changes took place in the Board of Directors/Key Managerial Personnel of your Company since 01st April, 2022:

Appointments:

Shri Sandeep Kumar Gupta, Chairman and Managing Director w.e.f. 03.10.2022

Shri Ayush Gupta, Director (HR) w.e.f. 22.08.2022

Shri Mahesh Kumar Agarwal, Company Secretary w.e.f. 27.08.2022

Shri Praveen Mal Khanooja, Government Nominee Director w.e.f. 16.05.2023

Shri Kushagra Mittal, Government Nominee Director w.e.f. 16.05.2023

Shri Sanjay Kumar, Director (Marketing) w.e.f. 15.06.2023

Cessations:

Shri E. S. Ranganathan, Director upto 11.08.2022

Shri A. K. Jha, Company Secretary upto 26.08.2022

Shri Manoj Jain, Chairman and Managing Director upto 31.08.2022

Dr. Navneet Mohan Kothari, Government Nominee Director upto 18.04.2023 The Board placed on record its deep appreciation for the valuable services rendered by outgoing Directors during their association with the company.

INDEPENDENT DIRECTORS' DECLARATION

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

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

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

Familiarization Program for independent Directors

The details of Independent Directors' training/familiarization programmes are available on the Company's website at https:// www.gailonline.com/pdf/InvestorsZone/GAILfamiliarizationprogram 23032022.pdf

Code of Conduct

Pursuant to the requirements of SEBI (LODR) Regulations and DPE Guidelines on Corporate Governance, the Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct for the financial year ended 31st March, 2023.

INSOLVENCY AND BANKRUPTCY CODE, 2016

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of the application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

Directors' Responsibility Statement

Your Directors confirm that they have: i) followed applicable accounting standards, along with proper explanation relating to material departures in the preparation of the annual accounts for the financial year ended March 31, 2023; ii) selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review; iii) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv) prepared the annual accounts for the financial year ended March 31, 2023 on a going concern basis; v) devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively; and vi) laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

Acknowledgment

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

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

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

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

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

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