Shareholders meeting

ND/GAIL/SECTT/2026 27.08.2026 Listing Compliance Listing Compliance National Stock Exchange of India Limited BSE Limited Exchange Plaza, 5th Floor, Plot No. C/1 Floor 1, Phiroze Jeejeebhoy G Block, Bandra-Kurla Complex Towers, Dalal Street Bandra (East) Mumbai – 400051 Mumbai – 400001 Scrip Code: GAIL-EQ Scrip Code: 532155 Sub: (i) Proceedings of 42nd Annual General Meeting (AGM) of the Company held on 27.08.2026 through Video Conferencing Mode (VC) /Other Audio-Visual Means (OAVM) and (ii) Chairman’s Speech during 42nd AGM Sir/Madam, As per the requirement of Regulation 30(2) read with Para A of Part A of Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find attached herewith the summary of the Proceedings of 42nd AGM of the Company held on 27.08.2026 (Thursday) at 11:30 a.m. through VC/OAVM (Annex-1) along with the Chairman’s Speech delivered (Annex-2) at the aforesaid AGM. The above is for your information and records please. Thanking You Yours faithfully (Deepak Asija) Company Secretary Encls.: As above Copy to: 1. Deutsche Bank AG The Capital, 14th Floor C-70, G Block, Bandra Kurla Complex Mumbai -400051 Deutsche Bank AG 2 London Stock Exchange AVS No. - 698845 Regulatory News Service Department (RNS), 10, Paternoster Square, London EC4M7LS 3 Central Depository Services (India) Limited 17th Floor, Phiroze Jeejeebhoy Towers Dalal Street Mumbai – 400001 4 National Securities Depository Limited Trade World, A wing, 4th & 5th Floors Kamala Mills Compound Senapati Bapat Marg, Lower Parel Mumbai – 400013 5 MCS STA Limited, R&TA 179-180, DSIDC Shed, 3rd Floor Okhla Industrial Area, Phase – I New Delhi – 110 020 6. Beacon Trusteeship Limited 4 C and D Siddhivinayak Chambers, Gandhi Nagar, Opposite MIG Cricket Club Bandra East, Mumbai -400051 Annex-1 GAIL (INDIA) LIMITED (A Government of India Undertaking) Registered Office: GAIL Bhawan,16, Bhikaiji Cama Place, R.K. Puram, New Delhi – 110066 CIN: L40200DL19840GOI018976; Website: www.gailonline.com E-mail: shareholders@gail.co.in Phone: 011-26182955, Fax: 011-26185941 PROCEEDINGS OF 42ND AGM OF THE COMPANY 42nd AGM of the members of GAIL (India) Limited (GAIL/Company) was held on 27.08.2026 (Thursday) at 11:30 a.m. through Video Conferencing Mode (VC) /Other Audio- Visual Means (OAVM). The meeting commenced at 11:30 a.m. and concluded at 01:17 p.m. Summary of Proceedings: ➢ Shri Deepak Gupta, Chairman and Managing Director (Chairman) & Director (Projects) chaired the meeting. ➢ The Chairman informed that AGM was convened through VC/OAVM in line with the Circulars issued by the Ministry of Corporate Affairs and Securities and Exchange Board of India. The Company also provided live Webcast of the proceedings of the AGM. ➢ The Chairman then requested Company Secretary to explain the process of remote e- voting. The Company Secretary briefed the members about the process of e-voting. ➢ 158 members joined the AGM through virtual mode. The requisite quorum being present, the Chairman called AGM to order. ➢ The Chairman also informed about the presence of Chairperson of Audit Committee, Nomination and Remuneration Committee & Stakeholders Relationship Committee and other Board members and also about the presence of Statutory Auditor(s) and Secretarial Auditor(s) who had joined through VC. ➢ Chairman delivered the speech. With the consent of all the Members present, the Board’s Report, Auditor’s Report, Secretarial Auditors Report etc. were taken as read. ➢ Company Secretary informed the Members that pursuant to the Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014; the Company offered remote e-voting facility to its members for exercising their right to vote by electronic means from 23.08.2026 (Sunday) (9:00 am) (IST) to 26.08.2026 (Wednesday) (5:00 pm) (IST). Further, the facility for e-voting on the resolutions was also provided during the AGM and 15 minutes after conclusion of AGM to the members who participated in the AGM but had not casted their votes through remote e-voting. Shri Sachin Agarwal, Practicing Company Secretary was appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner. ➢ The Company Secretary informed the items proposed for approval of shareholders and the Chairman explained the objective and implications, if any, of the resolutions enlisted in the AGM notice. The business items discussed during the AGM were as under: S. Business Items Transacted during 42nd AGM Type of Resolution No. Ordinary/Special Ordinary Business(es) 1 To receive, consider and adopt the Audited Ordinary Standalone as well as Consolidated Financial Statements for the Financial Year ended 31st March, 2026, Board’s Report, Independent Auditors’ Report and the comments thereon of the Comptroller & Auditor General of India. 2 To declare final dividend for the Financial Year 2025- Ordinary 26 @5% (Re 0.50/- per equity share) on the paid-up equity share capital of the Company. 3 To appoint a Director in place of Shri R K Singhal, Ordinary Director (Business Development) (DIN 09230386), who retires by rotation and being eligible, offers himself for re-appointment. 4 To appoint a Director in place of Shri Ayush Gupta, Ordinary Director (HR) (DIN 09681775), who retires by rotation and being eligible, offers himself for re- appointment. Special Business(es) 5 Approval for Appointment of Shri Rohit Mathur (DIN Ordinary 08216731) as a Government Nominee Director of the Company. 6 Approval for appointment of Shri Satish Kumar Sinha Ordinary (DIN 10528036) as Director (Finance) of the Company. 7 Approval for ratification of Remuneration of Cost Ordinary Auditors of the Company. 8 Approval for Material Related Party Transactions Ordinary with Petronet LNG Limited. 9 Approval for Material Related Party Transactions Ordinary with Indraprastha Gas Limited. 10 Approval for Material Related Party Transactions Ordinary with Mahanagar Gas Limited. 11 Approval for Material Related Party Transactions Ordinary with Ramagundam Fertilizers and Chemicals Limited. ➢ Chairman invited Shareholders for discussion/ to raise queries on the items of business, which were suitably addressed. Further, Company Secretary informed that the Company will separately disseminate the results of e-voting to the stock exchanges and the same will also be hosted on the website of Central Depository Services (India) Limited (CDSL) as well as that of the Company as per the statutory requirements. The results will also be displayed on the Notice Board of the Company at its Registered Office. ➢ Director (HR) offered vote of thanks to the Shareholders. It is hereby confirmed that the AGM was called, convened, held and conducted as per the provisions of the Companies Act, 2013 and the Rules made thereunder, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards on General Meetings issued by the Institute of Company Secretaries of India. (Deepak Asija) Company Secretary Annex-2 Chairman Speech: 42nd Annual General Meeting Dear Shareholders, It is my pleasure to welcome you again to the 42nd Annual General Meeting of GAIL for the Fiscal Year 2025-26. On behalf of the entire Board of Directors, I extend a very warm welcome to our shareholders and all stakeholders. It is with your continued support and trust that GAIL has retained its momentum and has kept the flag high as the country’s leading Natural Gas Company. Your presence here today reflects your keen interest in tracking progress of your Company. GAIL has been contributing significantly towards expanding a clean energy economy, balancing growth and environment, as a pioneer of the sector, I would now take this opportunity to present to you the highlights of the accomplishments of your Company in the FY-26. For the seventh co [Showing first 8,000 characters — download PDF for full document]