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GSPL TRANSMISSION LIMITED Regd. Office: GTL Bhavan, E-18, GIDC Electronics Estate, Nr. K-7 Circle, Sector-26, Gandhinagar - 382028, Gujarat, India Tel : +91-79-23268500/600 Website: www.gspltrans.com GTL/S&1/2026-27 3rd November, 2026 To To The Manager (Listing) The Manager (Listing) The BSE Limited, The National Stock Exchange of India Ltd. Phiroze Jeejeebhoy Towers, "Exchange Plaza", Bandra-Kurla Dalal Street, Mumbai - 400 001 Complex, Bandra (E), Mumbai - 400 051 Scrip Code: 544801 Company Symbol: GSPLTRANS Sub: Submission of Report of Audit Committee and Independent Directors of GSPL Transmission Limited ("the Company") certifying that the Company has compensated the Shareholders eligible for Fractional Entitlements pursuant to Composite Scheme of Amalgamation and Arrangement Ref: Composite Scheme of Amalgamation and Arrangement amongst Gujarat State Petroleum Corporation Limited ("GSPC"/ "Transferor Company l"), Gujarat State Petronet Limited ("GSPL"/ "Transferor Company 2"), GSPC Energy Limited ("GSPC Energy"/ "Transferor Company 3") (collectively "Transferor Companies"), Gujarat Gas Limited ("Now Gujarat Energy Limited") ("GEL"/ "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 and rules made thereunder ("the Scheme") as sanctioned by Hon'ble Ministry of Corporate Affairs, New Delhi ("MCA") vide its Order dated April 8, 2026 received on April 17, 2026 Respected Sir/ Madam, In accordance with the provisions of Para D of Part - I of SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023, please find enclosed herewith the Reports of Audit Committee and Independent Directors of the Company certifying that the Company has compensated the shareholders of Gujarat Energy Limited by distributing the sale proceeds of the consolidated fractional entitlement shares and dividend thereon to the Eligible Shareholders, pursuant to the Scheme. You are requested to take the above on your records. Thanking You. Yours Faithfully, For GSPL Transmission Limited, Rajeshwari Sharma Company Secretary CIN: U49300GJ2024SGC153672 Report of Committee of the Independent Directors of GSPL Transmission Limited at its Meeting held on 30 October, 2026 certifying that the Company has compensated the Shareholders of GSPL Transmission Limited for 1,13,404 equity shares towards consolidation of fractional entitlement arising out of allotment made by GTL and to the Shareholders of Gujarat Energy Limited (formerly known as Gujarat Gas Limited) ("GEL") 32,778 equity shares allotted to IDBI for the entitlement on the consolidation of fractional equity shares of GEL, pursuant to the Composite Scheme of Amalgamation and Arrangement amongst Gujarat State Petroleum Corporation Limited ("GSPC"/ "Transferor Company 1"), Gujarat State Petronet Limited ("GSPL"/ "Transferor Company 2"), GSPC Energy Limited ("GSPC Energy"/ "Transferor Company 3"), Gujarat Gas Limited ("Now Gujarat Energy Limited") ("GEL"/ "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 and Rules made thereunder ("the Scheme") Members Present: 1. Smt. Gauri Kumar, IAS (Retd.) Independent Director - Chairperson of the Meeting (Attended through VC from Ahmedabad) 2. Ms. Vanaja N Sarna, IRS (Retd.) Independent Director (Attended through VC from Delhi) 3. Shri Jayant Misra, IRS (Retd.) Independent Director (Attended through VC from Gurugram) 4. Prof. Vishal Gupta Independent Director (Attended through VC from Ahmedabad) 1. Background Meeting of the Committee of Independent Directors of the Company was held on 30 October, 2026 to consider and certify that the Company has compensated the Shareholders of GSPL Transmission Limited for 1,13,404 equity shares towards consolidation fractional entitlement arising out of allotment made by GTL and to the Shareholders of Gujarat Energy Limited (formerly known as Gujarat Gas Limited) ("GEL") for 32,778 equity shares allotted to IDBI for the entitlement on the consolidation of fractional equity shares of GEL, pursuant to the Composite Scheme of Amalgamation and Arrangement amongst Gujarat State Petroleum Corporation Limited ("GSPC"/ "Transferor Company 1"), Gujarat State, Petronet Limited ("GSPL"/ "Transferor Company 2"), GSPC Energy Limited ("GSPC Energy"/ "Transferor Company 3"), Gujarat Gas Limited ("Now Gujarat Energy Limited") ("GEL"/ "Transfer Company"Yan)\ ee Company"/ "Demerged PL r m n ("GTL"/ "Resulting om ml�J,,,, .... GS T ans issio Limited C pany"/ "Company�•� T. ,J,'., , <&.. their respective shareholders under sections to 232 and other applicable provisions of the Companies Act, 2013 and Rules made thereunder ("the Scheme"). The Report of the Committee of Independent Directors is made in order to comply with the requirement of the SEBI Master Circular on (i) Scheme of Arrangement by Listed Entities bearing reference number SEBI/HO/CFD/POD-2/P /CIR/2023/93 dated June, 2023 (the "SEBI Master Circular"). 2. and Share Entitlement Ratio Fractional Share Allotment Pursuant to the Scheme being effective on 1 May, 2026, and Clause 58 of the sanctioned Scheme, 31,27,43,617 (Thirty-One Crores Twenty-Seven Lakhs Forty-Three Thousand Six Hundred and Seventeen) Equity Shares of INR 10/- each (Indian Rupee Ten Only) of the Company were allotted on 8t July, 2026 to the shareholders of GEL whose names appeared on GEL's Register of Members as Beneficial Owners as at the close of business hours as on Thursday, 2n' July, 2026 being the Record Date, as per the list furnished by the Registrar & Share Transfer Agent of GEL, in the following Share Entitlement Ratio: Share Ratio - "1 (one) fully up equity of INR (INR Ten only) of Resulting Company for every 3 (three) fully paid Entitlement 2/- only) p hai ed ld by such shares 1t0h/­e each the Demerged Company." equity share of INR (INR Two shareholder ii. While determining the allotment pursuant to the Scheme, certain shareholders became entitled to fractional entitlements. iii. In compliance with the requirement of the SEBI Master Circular and in accordance with the Scheme, the Company had appointed IDBI Trusteeship Services Limited as the Independent Trustee (the "Trustee"). with of iv. In accordance Paragraph D of Part 1 the SEBI Master Circular and in accordance with Clause 58.4 of the Scheme, all Fractional Shares of GTL were consolidated and aggregated fractions to the next whole number amounting to 1,13,404 (One Lakh Thirteen Thousand Four Hundred and Four) Equity Shares of face value of INR 10/- each (Indian Rupee Ten only) and allotted such consolidated shares to the Trustee and further 32,778 (Thirty-Two Thousand Seven Hundred and Seventy-Eight) Equity Shares of face value of INR 10/- each (Indian Rupee Ten only) were allotted to the Trustee towards consolidation the entitlement on the of fractional equity shares of GEL. reatment of Fractional Shares aFnrda cDtiiovnidale nd ,\... \� . The Company did not issue Shares, entitlements or rights to - hf Mr",,_�� eligible shareholder of GEL. Instead, in accordance with the SEBI Circular and Scheme, consolidated Fractional Shares aggregated to the next whole number amounting to 1,13,404 (One Lakh Thirteen Thousand Four Hundred and Four) Equity Shares of face value of INR 10/- each (Indian i.e. Rupee Ten only) were allotted directly to the Trustee on the allotment date 8« July, 2026. Further 32,778 (Thirty-Two Thousand Seven Hundred and Seventy-Eight) Equity Shares of face value of INR 10/- each (Indian Rupee Ten only) were allotted to the Trustee towards the entitlement on the consolidation of fractional equity shares of GEL on the Allotment Date i.e. 8t July, 2026. The Trustee held the consolidated fractional entitle [Showing first 8,000 characters — download PDF for full document]