DIRECTORS' REPORT

Your Directors are pleased to present the 31^st Integrated Annual Report along with the Audited Financial Statements of your Company for the financial year ended March 31, 2026.

Financial Performance

The Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2026, are prepared in accordance with the relevant applicable Indian Accounting Standards (IND AS) and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and the provisions of the Companies Act, 2013 (Act), which form part of this Annual report.

The key financial highlights of the Company are summarized below:

(H in Crore)

Note:

Pursuant to the scheme of Amalgamation (the Scheme) under section 230 to 232 of the Act, sanctioned by the Hon'ble National Company Law Tribunal, Mumbai bench, vide order dated July 09, 2025, Unison Enviro Private Limited (UEPL) a wholly owned subsidiary of the Company has been amalgamated with the Company, the appointed date being February 01, 2024.

In terms of the Scheme, the assets and liabilities of UEPL have been vested with the Company and have been recorded at their respective fair values as of appointed date, as per Indian Accounting Standards i.e., IND AS 103 - Business Combinations. Accordingly, the comparative financial information for the year ended March 31, 2025, have been restated to give effect to the said amalgamation.

Capital Expenditure

As of March 31, 2026, the gross value of property, plant and equipment and intangible assets including leased assets, are ? 7,543.83 crore and the net value of property, plant and equipment and intangible assets including leased assets, are ? 5,373.32 crore. Capital Expenditure during FY 2025-26 is ? 1,068.72 crore out of which ? 988.44 pertains to laying of pipeline network and setting up of CNG stations.

Operational & Infrastructure Performance

During FY 2025-26, the Company achieved an overall average sales volume of 4.59 MMSCMD, registering a growth of 8.25% over the previous year, driven by a 7.21% growth in CNG sales volume, 5.36% growth in Domestic PNG (D PNG) sales volume and 15.87% growth in Industrial & Commercial sale volume, reflecting sustained demand across all key business segments.

The Company continued to expand its distribution network and customer base during the year by commissioning 52 new CNG stations, crossing the milestone of 500 CNG stations, laying ~499 km of Steel and PE pipeline network, providing ~3.42 lakh new domestic PNG connections, converting ~2.01 lakh households to PNG and adding 872 Industrial and Commercial customers.

As of March 31, 2026, the Company operates over 518 CNG stations, connected to ~32.14 lakh households and 5,924 Industrial and Commercial customers through a pipeline network of ~8320 km. The sustained growth in infrastructure and customer additions underscores the Company’s strong execution capabilities and commitment to expanding access to clean and sustainable energy.

State of Affairs of the Company

Challenges faced by CGD entities due to geopolitical turmoil

FY 2025-26 has tested the resilience and adaptability of the City Gas Distribution (CGD) sector, marked by geopolitical uncertainties, reduced APM gas allocation, and rising gas procurement costs. The Iran-US conflict disrupted global energy markets, particularly through blockages in the Strait of Hormuz, impacting nearly 48% of India’s LNG imports (~25% of domestic gas consumption). Supply interruptions from Qatar, which contributes 45-47% of India’s LNG imports, further strained RLNG availability.

These disruptions led to sharp increases in energy prices, with Brent crude rising from ~$70/barrel to over $120/barrel and Asian spot LNG prices increasing from ~$10/MMBtu to $24-25/MMBtu. Higher LNG shipping costs further escalated procurement expenses for CGD entities.

Domestically, significant reductions in APM gas allocation increased dependence on higher-cost RLNGand spot LNG, putting additional pressure on sectoral margins.

Performance delivered by the Company

Amidst these headwinds, your Company delivered a resilient performance supported by strong operations and proactive gas sourcing. Despite a significant reduction in APM gas allocation, the company optimized gas costs through a diversified portfolio comprising long-term, mid-term, and spot LNG arrangements, enabling flexibility during supply disruptions.

During the peak geopolitical crisis and force majeure declarations by upstream suppliers, the Company ensured uninterrupted supply to priority segments, maintaining 100% supply to CNG and DPNG customers. Supply to Industrial and Commercial segments continued as per Government directives.

The impact of the crisis was more visible in Q4 FY 2025-26, when the company procured higher-cost spot RLNG to meet demand, increasing procurement costs. Despite margin pressures, the company maintained strong volume growth across segments through sustained demand and efficient operations.

Emerging Regulatory Tailwinds

While the operating environment remains challenging, recent policy and regulatory initiatives have provided a strong impetus for the growth of the CGD industry.

Recent Gazette Notifications issued by the Government in March 2026, along with directives from MoPNG and PNGRB, such as PNG Drive 2.0 are expected to accelerate PNG adoption, support infrastructure expansion, and facilitate the transition from LPG to PNG, leading to higher gas consumption, support the sustainable long-term growth of the CGD industry and creating significant opportunities for the Company to strengthen its network and expand its customer base.

Strategic Growth and Diversification

The Company continues to strengthen its position in the CGD industry while advancing its vision of becoming a diversified energy provider. The successful integration of Unison Enviro Private Limited has expanded the Company’s presence across three additional geographical areas in Maharashtra and Karnataka, increasing its operational footprint to ~45,691 sq. km.

The Company’s joint venture, Mahanagar LNG Private Limited (MLPL), is progressing with the development of LNG stations for long-haul transportation. During the year, the second LNG station was commissioned at Seoni, Madhya Pradesh, with plans to expand the network across key transportation corridors.

The Company has also entered the electric mobility ecosystem through a strategic investment in 3ev Industries Private Limited and through its joint venture IBC India, is exploring opportunities in domestic Li-ion cell manufacturing to cater to the growing demand driven by EV adoption.

As part of its sustainable energy initiative, the Company plans to develop a 350 TDP Municipal Solid Waste (MSW) processing plant in Mumbai, as Phase I project, for production of CBG and bio-manure.

The Company views its investments in these diversified portfolios as long-term strategic bets aimed at building capabilities in clean mobility and energy solutions. These ventures are aligned with its broader diversification agenda, enabling participation in future oriented energy segments while maintaining a measured and disciplined approach to scaling new businesses. While these subsidiary and associate Companies are at different stages of maturity and continue to navigate various challenges, they are expected to play an increasingly important role in the Company’s growth journey, contributing to long-term value creation and supporting its transition towards a diversified energy portfolio.

Dividend

The Board of Directors, at its meeting held on February 07, 2026, declared an Interim Dividend of H 12/- per equity share (face value of H 10/- each) for the financial year 2025-26. The same was paid to the members whose names appeared in the Register of Members/ List of Beneficial Owners as on the record date, i.e., February 13, 2026.

Further, the Board of Directors, at its meeting held on May 07, 2026, has recommended a Final Dividend of H 18/- per equity share for the financial year 2025-26. The Final Dividend, if approved by the shareholders at the ensuing 31^st Annual General Meeting, will be paid in accordance with applicable laws.

Your Company remains committed to delivering consistent value to its shareholders through regular dividend payouts. The details of shareholders’ pay-out for previous five financial years

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

Unclaimed Dividends

Details of unclaimed dividend and shares transferred to IEPF during the year along with outstanding unclaimed dividends of previous years with corresponding due dates for transfer to IEPF are given under the Corporate Governance Report, which forms part of this Integrated Annual Report.

Transfer to Reserves

As permitted under the Act, the Board of Directors of your Company (Board) does not propose to transfer any amount to General Reserves. The closing balance of Retained Earnings, after appropriations for the financial year 2025-26, stood at H 6,125 Crore.

Merger of Wholly Owned Subsidiary with the Company

During FY 2025-26, the merger of Unison Enviro Private Limited (UEPL), a wholly owned subsidiary, with the Company was successfully completed pursuant to the approval of the National Company Law Tribunal (NCLT) in July 2025. The merger has resulted in simplification of the corporate structure, elimination of inter-company transactions, improved capital allocation, enhanced operational efficiencies and reduction in administrative costs.

The erstwhile Unison geographical areas will continue to be managed as a separate Strategic Business Unit to ensure focused growth and performance monitoring. This merger is expected to deliver sustained operational, financial and strategic benefits over the long term.

Subsidiary, Joint Venture and Associate Companies

The company continues to maintain a balanced portfolio of subsidiaries and associate investments, aligned with its strategy of strengthening the core CGD business while building capabilities in emerging energy segments.

As on March 31, 2026, your Company has following Subsidiary and Associates Companies:

Subsidiary:

• Mahanagar LNG Private Limited (Joint Venture)

Associates:

• 3EV Industries Private Limited

• International Battery Company India Private Limited

These investments represent the Company’s long-term strategic initiatives in clean mobility, energy storage, and alternative fuels.

Pursuant to the provisions of Section 129 of the Act, a separate statement containing the salient features of the financial statements of subsidiary and associate companies in Form AOC-1 has been enclosed as Annexure 1 to this Report.

In accordance with Section 136 of the Act, the Audited Standalone and Consolidated financial statements of your Company alongwith other related information and audited financial statements of its subsidiary is hosted on the Company’s website at https://www. mahanagargas.com/MGL-corporate/investors/financial-results/ subsidiary-financials/mahanagar-lng-private-limited

As of March 31, 2026, your Company did not have any Material Subsidiary. Your Company has formulated a policy for determining Material Subsidiaries, which is available on the website of Company at https://www.mahanagargas.com:3000/Policy%20on%20 determining%20Material%20Subsidiary_MGL_06.05.2025.pdf

Directors’ Responsibility Statement

Pursuant to Sections 134(3)(c) and 134(5) of the Act, your Directors hereby confirm that for the financial year ended March 31, 2026:

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

b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of your Company as at the end of the financial year and of the profits of your Company for that period;

c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

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

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

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

Risk Management

MGL has established a robust and structured risk management framework to identify, assess and manage risks that may impact the achievement of its strategic and operational objectives. The Company’s approach to risk management is proactive and focused on safeguarding stakeholder interests, maintaining financial discipline and ensuring long-term sustainability.

The Risk Management Committee (RMC) of the Board oversees the implementation and effectiveness of the Company’s risk management framework. The Committee periodically reviews key risks, mitigation measures and emerging risk trends and provides strategic guidance to management. The framework is supported by clearly defined roles and responsibilities, with ownership of risks vested at the functional level, ensuring accountability across the organisation.

MGL’s Enterprise Risk Management (ERM) framework covers risks across strategic, operational, financial, regulatory and compliance dimensions. The framework is designed to remain dynamic and responsive to changes in the business environment, regulatory landscape and market conditions.

Given the increasing digitalisation of business processes, the Board continues to place enhanced focus on data protection and cyber security risks. During the year, the Company further strengthened its information security governance, internal controls and awareness initiatives in alignment with applicable data protection and cyber security regulations.

The Board is satisfied that the risk management systems and processes in place are adequate, effective and commensurate with the size and complexity of the Company’s operations.

Internal Financial Controls and its Adequacy

The Company has established a robust framework of Internal Financial Controls commensurate with the size, scale and complexity of its operations. These controls are designed to ensure the orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and the timely preparation of reliable financial information.

The internal financial control framework is supported by well-defined policies, standard operating procedures and delegation of authority matrices. Risk Control Matrices (RCMs) have been established for major business processes to identify key risks and define appropriate control activities to mitigate such risks.

The Company has also developed an in-house digital module for systematic documentation, monitoring and testing of internal financial controls. The testing of controls is carried out through

this module in a structured and standardized manner. Key controls are evaluated twice during the financial year.

The Internal Audit function periodically reviews the design and operating effectiveness of the internal financial controls and the findings along with management responses are placed before the Audit Committee of the Board. The Audit Committee reviews the adequacy and effectiveness of the internal financial control framework and provides guidance for strengthening the control environment wherever required.

Based on the evaluation conducted during the year, including the audit of internal financial controls over financial reporting by the Statutory Auditors and reviews undertaken by the Management and the relevant Board Committees, the Board is satisfied that the Company has established adequate internal financial controls with reference to its financial statements. The Board further believes that these controls were operating effectively throughout the year under review, ensuring the orderly and efficient conduct of the Company's business, the reliability of financial reporting, and compliance with applicable laws and regulations.

Vigil Mechanism and Whistle Blower Policy

The Company is committed to upholding the highest standards of integrity, transparency and accountability in the conduct of its business. In line with this commitment, the Company has established a Vigilance Mechanism in the form of a Whistle Blower Policy in accordance with the provisions of the Act and the applicable Listing Regulations.

The policy enables directors and employees to report genuine concerns relating to unethical behaviour, suspected fraud, violations of the Company’s Code of Conduct & financial irregularities. Considering the critical nature of city gas distribution operations, the mechanism also supports reporting of matters that may impact operational safety, regulatory compliance or the integrity of the Company’s infrastructure and services.

The Company ensures that concerns raised are addressed in a fair, transparent and timely manner. Adequate safeguards are provided against victimization of whistle blowers and the confidentiality of their identity is maintained. The policy also provides for direct access to the Chairperson of the Audit Committee. The Audit Committee periodically reviews the functioning of the Vigilance Mechanism to ensure its effectiveness.

The Whistle Blower Policy has been appropriately communicated within the Company across all levels and is available on the website of the Company at https://www.mahanagargas.com/MGL-corporate/investors/policies.

Corporate Social Responsibility

During the year under review, the Company has spent H 27.99 crore towards identified and approved CSR initiatives covered under Schedule VII to the Act, directly/ through implementing agencies.

The Company has constituted a Corporate Social Responsibility (CSR) Committee in compliance with the provisions of Section 135 of the Act, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

In accordance with the aforesaid provisions, the Company has also formulated a CSR Policy, which is available on the Company’s website at https://www.mahanaqarqas.com:3000/ MGL-CSR Policy 952a5a4889.pdf

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

Disclosures Pursuant to the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013

In its commitment to fostering a workplace rooted in respect, inclusivity and safety, your Company places the highest priority on eliminating all forms of harassment, including sexual harassment. Your Company firmly believes that every employee has the right to work in an environment free from intimidation, coercion, and discrimination.

Your Company has adopted a Policy on Prevention of Sexual Harassment of Women at Workplace, in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act). Robust mechanisms are in place to prevent and address instances of sexual harassment, and the Policy is regularly communicated to all employees and rigorously enforced. Your Company also conducts comprehensive training and awareness programs to ensure that all staff members are well-informed of their rights, responsibilities, and the procedures for reporting such incidents.

An Internal Complaints Committee has been duly constituted in compliance with the provisions of the POSH Act. Your Company is committed to maintaining strict confidentiality in the handling of complaints and provides multiple reporting channels, ensuring that every individual feels safe and empowered to raise concerns without fear of retaliation. Through these measures, your Company remains steadfast in cultivating a workplace culture where every individual is valued, respected, and supported.

Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 with respect to FY 2025-26 is as under:

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and the Articles of Association of the Company, Dr. P. Anbalagan (DIN: 05117747), Director of the Company is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.

The Board places on record its sincere appreciation for the invaluable contributions made by Mr. Sandeep Kumar Gupta, Mr. Syed S. Hussain and Mr. Sanjay Shende during their tenure as Directors of the Company. Their insightful guidance, unwavering support, and exemplary leadership have significantly contributed to the Company’s growth and strategic direction. The Board acknowledges with gratitude the lasting impact of their services and wishes them continued success in their future endeavors.

The Company has received declarations from all its Independent Directors confirming that they meet the criteria of independence as prescribed under provisions of Section 149 of the Act and Regulation 16(1)(b) of Listing Regulations and they have registered their names in the Independent Directors’ Data bank maintained by the Indian Institute of Corporate Affairs.

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

B. Key Managerial Personnel:

Pursuant to Section 203 of the Act, Mr. Ashu Shinghal, Managing Director, Mr. Ajay Sinha, Deputy Managing Director, Mr. Rajesh D. Patel, Chief Financial Officer and Mr. Atul Prabhu, Company Secretary and Compliance Officer are the KMP of the Company, as of March 31, 2026.

Committees of the Board

Pursuant to the Listing Regulations and the applicable provision of the Act, your Company has constituted various Statutory Committees. The details of such committees are given in the Corporate Governance Report, which forms part of this Annual Report.

Number of Meetings of the Board

The Board met seven (7) times, during the year under review. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report. The intervening gap between the meetings did not exceed 120 days, as prescribed under the Act and Listing Regulations.

Independent Directors’ Meeting

During the year under review, the Independent Directors of the Company convened two separate meetings on October 29, 2025

and March 11, 2026, in the absence of Non-Independent Directors and members of the management.

At these meetings, the Independent Directors evaluated the performance of the Board as a whole, the Chairman, and the Non-Independent Directors, while taking into consideration the perspectives of all Directors. They also reviewed the adequacy, quality, quantity and timeliness flow of information between the management and the Board, which is critical for enabling the Board to effectively discharge its roles and responsibilities.

Performance Evaluation of Directors

The Board has put in place a formal framework for evaluating its own performance, as well as that of its Committees and Individual Directors, including the Chairman.

The evaluation was carried out through a structured process, encompassing key aspects of the Boards’ functioning, such as its composition and that of its Committees, the diversity of experience and competencies and the overall effectiveness in discharging responsibilities.

Nomination and Remuneration Policy

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

Auditors and Auditors’ Report Statutory Auditors

Pursuant to Section 139 of the Act read with rules made thereunder, M/s Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Reg. No. 117366W/W-00018) have been appointed as the Statutory Auditors of your Company to hold office for the first term of 5 years from the conclusion of the 27^th Annual General Meeting held on August 24, 2022, till the conclusion of the 32^nd Annual General Meeting of the Company.

The Statutory Auditors have conducted the Statutory Audit of your Company for the financial year 2025-26. Statutory Auditors have expressed their unmodified opinion on the Standalone and Consolidated Audited Financial Statements and their reports

do not contain any qualification, reservation, adverse remark or disclaimer. The Notes to the financial statements, as referred to in the Auditors’ Reports, are self-explanatory and do not call for any further comments.

Secretarial Auditors

Pursuant to provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s M P Sanghavi & Associates LLP, Company Secretaries (Firm Registration No. L2020MH007000 and Peer Review No. 2972/2023), were appointed as a Secretarial Auditor to undertake the Secretarial Audit of your Company for the first term of five consecutive years from financial year 202526 to financial year 2029-30, at the 30^th AGM held on August 22, 2025. M/s M P Sanghavi & Associates LLP, have confirmed that they are not disqualified to continue as a Secretarial Auditor and are eligible to hold office as Secretarial Auditor of your Company.

The Secretarial Audit Report in Form MR-3 for the financial year ended March 31, 2026, is enclosed as Annexure 3 to this Report. The Secretarial Audit Report is self-explanatory in nature and does not contain any qualification, reservation, adverse remark or disclaimer.

Cost Auditors

The Board of Directors have appointed M/s ABK & Associates, Cost Accountants, as the Cost Auditors of the Company for the financial year 2025-26 to audit the cost records.

Pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, your Company has maintained the Cost Accounting Records and the Cost Audit Report for the financial year ended March 31, 2026, will be filed within the prescribed time period.

Annual Secretarial Compliance Report

In accordance with Regulation 24A of the Listing Regulations, the Company has undertaken an audit for the financial year 202526 to verify compliance with all applicable SEBI Regulations and Circulars/ Guidelines issued thereunder.

M/s M P Sanghavi & Associates LLP, Company Secretaries, have issued the Annual Secretarial Compliance Report for the FY 2025-26 dated May 07, 2026, has been submitted to the Stock Exchanges, which does not contain any qualification, reservation, adverse remark or disclaimer.

Particulars of Loans, Advances, Guarantees and Investments

Loans, guarantees and investments covered under Section 186 of the Act have been disclosed in the Notes to the financial

particulars may write to the Company Secretary and the same will be furnished on request.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The Company continues to undertake sustained initiatives towards energy conservation across its operations, reflecting its commitment to sustainable practices and environmental stewardship.

The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014, are disclosed in Annexure 6 to this Report.

Management Discussion and Analysis Report

In terms of the provisions of Regulation 34 of the Listing Regulations, the Management’s Discussion and Analysis Report is presented in separate section, which forms part of this Integrated Annual Report.

Business Responsibility & Sustainability Report

In accordance with Regulation 34 of the Listing Regulations, the Business Responsibility & Sustainability Report (BRSR) for FY 2025-26 describes the performance of the Company on environmental, social and governance aspects, which forms part of this Annual Report.

Further, your Company has obtained a reasonable assurance on the BRSR from M/s SGS India Private Limited and Independent Assurance Statement has been annexed along with BRSR.

Integrated Report

The Company has voluntarily provided Integrated Report, which encompasses both financial and non-financial information to enable the Members to take well-informed decisions and have a better understanding of the Company’s long-term perspective. The Report also touches upon aspects such as organization’s strategy, governance framework, performance and prospects of value creation based on the six forms of capital viz. Financial capital, Manufactured capital, Intellectual capital, Human capital, Social & Relationship capital and Natural Capital.

Corporate Governance

The Company’s Corporate Governance framework reflects its core values and is embedded in its culture, policies, and stakeholder engagements. Integrity, transparency, and accountability form the foundation of the Company’s governance practices, enabling the building of trust and confidence among stakeholders.

The Company remains committed to enhancing shareholder value in a lawful, ethical, and sustainable manner. Its disclosure practices adhere to high standards of corporate governance, with a continued focus on long-term value creation while protecting the interests and rights of minority shareholders.

The Corporate Governance Report for the financial year 2025-26 forms an integral part of this Integrated Annual Report.

M/s Akansha Rathi & Associates, Practicing Company Secretaries, have conducted a corporate governance audit and have issued a certificate dated May 07, 2026 confirming that the Company is compliant with the conditions stipulated in the Chapter IV of the Listing Regulations.

Statement Regarding Opinion of the Board with regard to Integrity, Expertise and Experience

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

Compliance Management

The Company has implemented a compliance management system, viz. Compliance Insights, which enables automated alerts to designated owners for timely adherence to applicable laws and regulations. Quarterly compliance certificates, summarizing the status of compliance with all applicable statutory requirements, are generated and presented to the Board of Directors.

Further, the Company has developed an in-house digital platform viz, M-Board for the secure circulation of confidential documents to the Board, ensuring enhanced confidentiality, data security, and adherence to high standards of compliance.

Annual Return

Pursuant to the provisions of Sections 92(3) and 134(3) of the Act read with rules framed thereunder, the copy of annual return is available on the website of the Company at https://www.mahanaqarqas.com/MGL-corporate/investors/ annual-general-meeting

Secretarial Standards

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

Code of Conduct

Pursuant to the requirements of Listing Regulations, the Company has laid down a Code of Conduct for all Board Members, Senior Management Personnel and its employees to ensure the avoidance

of conflicts of interest. The Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct applicable to them during the year ended March 31, 2026.

The Code of Conduct is available on the website of the Company at https://www.mahanaqarqas.com:3000/_MGL-Code_of_ Conduct_27fc7b77f1.pdf

Other Disclosures

During the year under review:

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

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

• Company has not provided any Employee Stock Options. 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.

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

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

• There were no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report.

• There has been no change in the share capital structure of the Company, except increase in Authorised Share Capital from H 130,00,00,000 to H 280,00,00,000 pursuant to order passed by Hon’ble National Company Law Tribunal, Mumbai Bench, dated July 09, 2025, sanctioning the scheme of Amalgamation between Unison Enviro Private Limited (a wholly owned subsidiary) and Mahanagar Gas Limited (the holding Company) and its shareholders under section 230 to 232 of the Act, effective from August 16, 2025.

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

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

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

• Your Company does not engage in commodity hedging activities.

Acknowledgement

The Board places on record its sincere appreciation for the continued guidance, cooperation, and support extended by the Ministry of Petroleum and Natural Gas, Government of India, the Petroleum and Natural Gas Regulatory Board, the Government of Maharashtra, Maharashtra State Road Development Corporation, the Municipal Corporations of Greater Mumbai, Navi Mumbai, Thane, Mira-Bhayander, Kalyan-Dombivali, Raigad, and Panvel; and other State and Central Government authorities, including the Mumbai Metropolitan Region Development Authority and the Maharashtra Industrial Development Corporation, as well as the Police and Fire Brigade authorities.

The Board expresses its gratitude to all stakeholders, including customers, members, investors, vendors, suppliers, business associates, bankers and financial institutions, media, and stock exchanges, for their continued cooperation and support.

We further acknowledge the valuable guidance provided by Statutory, Internal, Cost, and Secretarial Auditors of the Company.

The Board also gratefully acknowledges the continued patronage and support of GAIL and the Government of Maharashtra, and places on record its deep appreciation for the dedication, commitment, and collective contribution of all employees in driving the Company’s sustained growth.