GSPL Transmission Ltd Directors Report

To,

The Members

GSPL Transmission Limited

Your Directors have pleasure in presenting the 1st Annual Report together with the audited financial statements for the period from 23rd July, 2024 (the date of incorporation) to 31st March, 2025.

FINANCIAL HIGHLIGHTS

The performance of the Company is summarized below:

Particulars	Year ended on 31st March, 2025
Revenue from Operations (Net)
Other Income	-
Total Revenue	-
Pre- Operative Expenses
Operating Expenses	2.91
Total Expenses	2.91
Profit/Loss Before Tax and Adjustments	(2.91)
Prior period Adjustments
Profit/Loss Before Tax	(2.91)
Tax Expenses	(0.73)
Profit/Loss for the Period	(2.18)

RESULT FROM OPERATION AND STATE OF COMPANY AFFAIRS

Your Company is incorporated on 23rd July, 2024 as a wholly - owned subsidiary of GSPC Energy Limited with a main objective of carrying on the business of Gas Transmission.

During the year, the Company did not carry out any operations.

PROPOSED SCHEME OF

AMALGAMATION

The Board of Directors of the Company at its meeting held on 30th August, 2024, has approved the composite Scheme of Amalgamation and Arrangement

("Scheme") amongst Gujarat State

Petroleum Corporation Limited ("GSPC"/ "Transferor Company 1), Gujarat State Petronet Limited ("GSPL"/ "Transferor Company 2"), GSPC Energy Limited ("GEL"/ "Transferor Company 3") (Transferor Company 1, Transferor Company 2 and Transferor Company 3, collectively referred to as the "Transferor Companies"), Gujarat Gas Limited ("GGL"/ "Transferee

Company"/ "Demerged Company") and GSPL Transmission Limited ("GTL"/ "Resulting Company"/ "Company") and their respective shareholders under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ("Act").

With effect from the Amalgamation Appointed Date (1st of April 2024) and upon the Scheme becoming effective, the entire Undertaking (as defined in the Scheme) of the Transferor Companies shall stand transferred to and vested in and/or be deemed to have been transferred to and vested in Transferee Company as a going concern so as to become the Undertaking of Transferee Company, by virtue of and in the manner provided for in the Scheme, in accordance with Sections 230 to 232 and other applicable provisions of the Act.

With effect from the Demerger Appointed Date (1st of April 2025) and upon the Scheme becoming effective, Gas Transmission Business Undertaking shall stand transferred to and vested in and/or be deemed to have been transferred to and vested in the Resulting Company i.e. your Company as a going concern so as to become the Undertaking of the Resulting Company, by virtue of and in the manner provided for in the Scheme, in accordance with Sections 230 to 232 and other applicable provisions of the Act.

Upon coming into effect of this Scheme, the equity shares held by the Demerged Company (GGL) in the Resulting Company (GTL) shall stand automatically cancelled without any further application, act or deed and no new shares in form of consideration shall be issued against the same.

Based on the Joint Valuation Report issued by Ernst & Young Merchant Banking Services LLP and SSPA & Co., Chartered Accountants, Registered Valuers and supported by a Fairness Opinion provided by two SEBI registered merchant bankers, the equity share exchange ratio arrived and approved by the Board is as follows:

On Amalgamation of Transferor Company 1 with GGL:

"10 (Ten) fully paid equity shares of 1NR 2/- (INR Two only) each of the Transferee Company for every 305 (Three Hundred and Five) fully paid equity shares of INR 1/- (INR

One only) each held by the shareholders in the Transferor Company 1."

On Amalgamation of Transferor Company 2 with GGL:

"10 (Ten) fully paid equity shares of INR 2/- (INR Two only) each of the Transferee Company for every 13 (Thirteen) fully paid equity shares of INR 10/- (INR Ten only) each held by the shareholders in the Transferor Company 2."

On Demerger of Gas Transmission Business Undertaking into GTL:

"1 (One) fully paid equity share of INR 10/- (INR Ten only) each of the Resulting Company for every 3 (Three) fully paid equity shares of INR 2/- (INR Two only) each held by the shareholders in the Demerged Company."

As part of the Scheme, Cancellation of equity shares held by-

(i) GGL in GSPC and GSPL (pursuant to merger of GSPC into GGL);

(ii) (GSPL in GGL; and

(iii) GSPC in GEL (pursuant to merger of GSPC into GGL);

(iv) GEL in GTL (pursuant to merger of GEL into GGL).

Subsequently, GGL and GSPL, being listed entities has filed necessary disclosures to Stock Exchanges regarding approval of the Scheme and received NOC from NSE and BSE.

The Board of Directors of all 5 companies have opined that the proposed amalgamation would be in the best interest of the respective companies, their shareholders, employees, creditors and other stakeholders and followings are benefits of the proposed Scheme:

• Simplification of the layered structure in GSPC group

• Enhancing business synergies and growth opportunities by combing the inter-linked business of GSPC and GGL

• Elimination of related party transactions and thereby further improving: EBITDA and RoCE

• To increase market share of gas trading business of GSPC Group and more competitive

• Enhanced scale of operations and efficiency improvement with optimum utilization of resources

• Demerger of natural gas transmission business is to ensure adherence to regulatory requirement

• Potential value unlocking for GSPL shareholders

The parties to the Scheme have inter aha filed a joint Company Scheme Application with the MCA for approval of the Scheme. The Scheme is pending before the MCA for its consideration and approval.

With effect from the amalgamation appointed date and up to and including the effective date, the businesses and activities of transferor companies shall be carried out with reasonable diligence and business prudence in the ordinary course.

SHARE CAPITAL

Your Company was incorporated widi the Authorised Share Capital of Rs. 5,00,000/- divided into 50,000 Equity Shares of Rs. 10/- Each.

The Paid-up Capital of the Company as on 31st March, 2025 is Rs. 5,00,000/- divided into 50,000 Equity Shares of Rs. 10/- each.

DIVIDEND

The Government of Gujarat (GoG) has issued guidelines on Dividend distribution and Capital Restructuring of State Public Sector Undertaking which is also applicable to the Company.

The Company after taking into consideration the said guidelines and the provisions of the Companies Act, 2013, has not declared any Dividend for the financial year 2024-25.

CHANGE IN NATURE OF BUSINESS

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

AMOUNTS PROPOSED TO BE CARRIED TO ANY RESERVES

No amounts were carried to any reserves during the financial year 2024-25.

MATERIAL CHANGES AND

COMMITMENTS AFFECTING

FINANCIAL POSITION OF THE COMPANY, OCCURRING AFTER BALANCE SHEET DATE

No Material changes and commitments have occurred after the close of tine financial year till the date of this report, which affect the financial position of the Company.

SIGNIFICANT OR MATERIAL ORDER PASSED BY THE REGULATOR OR TRIBUNAL OR COURT

No Significant or material orders were passed by the regulator or court or tribunals which impact the going concern status and Companys operations in future.

INTERNAL FINANCIAL CONTROL

The company has put in place the adequate financial controls with reference to financial matters.

EXTRACT OF ANNUAL RETURN

The Company does not have any website and hence the link has not been made available. The Annual Return for the financial year 2024-25 shall be filed before the due date as per the Companies Act, 2013.

MEETINGS OF THE BOARD

4 meetings of Board were held during the financial year 2024-25.

Pursuant to the requirement of Secretarial Standard - I (Secretarial Standard on meetings of Board of Directors), the details of number and date of meetings of the Board of Directors held during the Financial Year 2024-25 are as follows:

Type of Meeting	Date of Meeting
Meeting of Board of Directors	29.07.2024
	30.08.2024
	21.12.2024
	10.02.2025

Since the Company is a wholly owned subsidiary of GSPC Energy Limited, the requirement of mandatory constitution of Audit Committee and Nomination and Remuneration Committee is not applicable.

DEPOSITS

The Company has not accepted any Deposits during the year and hence no disclosure or reporting is required.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The company has not made any loan/investment/Guarantee during the year.

DIRECTORS AND KEY

MANAGERIAL PERSONNELS

In accordance with the provisions of Section 152(1) of the Companies Act, 2013, following were named as First Directors in the Articles of Association of the Company:

1. Shri Rajesh Sivadasan

2. Shri Sandeep Dave

3. Ms. Reena Desai

The appointment shall be placed for the approval of the shareholders at the ensuing Annual General Meeting of the Company.

During the financial year 2024-25, the Company was not required to appoint any KMP as per section -203 of the Companies Act, 2013.

STATUTORY & CAG AUDIT

Since the Company is Government Company, Comptroller & Auditor General of India has appointed Anil S Shah & Co., Chartered Accountants, Ahmedabad as the Statutory Auditors for the financial year 2024-25.

The Statutory Audit Report for the financial year 2024-25 does not contain any qualification, reservation, adverse remark or disclaimer.

SECRETARIAL AUDIT

As the Company does not exceed the threshold limit prescribed under section 204 of the Companies Act, 2013, the provisions related Secretarial Audit for the Financial Year 2024-25 are not applicable.

FRAUDS REPORTED BY AUDITORS

No fraud has been reported by the auditors under section 143(12) of the Companies Act, 2013 during the financial year.

CORPORATE SOCIAL RESPONSIBILITY

As the Company does not exceed the threshold limit prescribed under section 135 of the Companies Act, 2013, the provisions related to CSR are not applicable.

DIRECTORS RESPONSIBILITY

STATEMENT

The Directors confirm that;

1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. Accounting policies are selected and applied consistently and judgments and estimates are reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of the financial year and of Profit or Loss of the company for that period.

3. They have 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 tire company and for preventing and detecting fraud and other irregularities is taken.

4. They have prepared annual accounts on a going concern basis.

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

CONTRACTS AND

ARRANGEMENTS WITH RELATED PARTIES

Since the transaction entered with related party are not in the nature requiring disclosure of Related Party Transactions as required under Section - 134(3)(h) read with Rule - 8(2) of the Companies (Accounts) Rules, 2014, the disclosure under form AOC - 2 is not applicable, however your Directors draw attention of the members to Note 19 of the financial statement for the financial year 2024-25, which sets out related party disclosures.

RISK MANAGEMENT

The Board of Directors of the Company have developed and implemented a Risk Management Policy to mitigate risks associated with the functions of the Company.

SECRETARIAL STANDARDS

The Company has duly complied with applicable Secretarial Standards during the financial year 2024-25.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT

WORKPLACE (PREVENTION,

PROHIBITION AND REDRESSAL) ACT, 2013

The Company does not have any full time employees on the payroll. The Company will adopt Anti Sexual Harassment Policy of holding company, in line with the requirement of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

CONSERVATION OF ENERGY &

TECHNOLOGY ABSORPTION.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Since the company has not commenced its operations, your Company does not have anything to report under Conservation of Energy, Technology

Absorption and Foreign Exchange Earnings and Outgo as per Section 134(3)(m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 during the year under review.

ACKNOWLEDGEMENTS

Your Directors are pleased to place on record their sincere thanks to GSPC Energy Ltd. - Promoters of the Company and Government of Gujarat for their valuable support and cooperation. Your

Directors are pleased to place on record sincere appreciation to the person working for GSPL Transmission Ltd. for their enthusiastic efforts, dedicated performance and commitment.