GSPL Bhavan, E-18, GIDC Electronics, Nr.

K-7
Circle, Sector-26, Gandhinagar-382028 Gujarat (INDIA)
Tel: +91-79-23268500/600
Website :www.gspcgroup.com

Ref: GSPL/S&L/2024-25
Date: 30th August, 2024

To To
The Manager (Listing) The Manager (Listing)
The BSE Ltd. The National Stock Exchange of India
Phiroze Jeejeebhoy Towers, Ltd.
Dalal Street, Mumbai – 400 001. “Exchange Plaza”, Bandra-Kurla
Fax No. 022-22722037-22723121- Complex, Bandra (E), Mumbai – 400 051,
Fax No. : 022-26598237/38
Company Code: 532702 Company Code: GSPL

Respected Sir/ Madam,

Sub: Intimation under Regulation 30 of the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015

Respected Sir/ Madam,

We are pleased to enclose herewith the Investor Presentation on the Scheme of

Arrangement. The same will be made available on the website of the Company
viz. www.gspcgroup.com.

The said presentation will also be used for Investor /Analyst Meets by GSPL.

This is for your information and records.

Thanking you,

For, Gujarat State Petronet Limited

RAJESHWARI Digitally signed by
RAJESHWARI ALOK
ALOK SHARMA
Date: 2024.08.30
SHARMA 22:58:12 +05'30'

Rajeshwari Sharma
Company Secretary

Encl: As above

Registered Office : GSPC Bhavan, Behind Udyog Bhavan, Sector-11, Gandhinagar - 382010, Gujarat, India.
CIN : L40200GJ1998SGC035188
 Gujarat Gas Limited &
Gujarat State Petronet Limited

INVESTOR UPDATE
On ‘The Scheme of Arrangement’

30 August 2024
 Cautionary Statement

This presentation contains 'forward-looking statements' – that is, statements related to future, not past, events. In this context, forward-
looking statements often address our expected future business and financial performance, and often contain words such as 'expects,'
'anticipates,' 'intends, ''plans,' 'believes,' 'seeks,' or 'will.' These forward-looking statements involve a number of risks, uncertainties and other
factors that could cause actual results to differ materially from those suggested by the forward-looking statements.

GSPC Group does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date
thereof.

This presentation is not intended, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of, any securities in Gujarat Gas Limited and Gujarat State Petronet Limited and
any of their subsidiaries or undertakings or any other invitation or inducement to engage in investment activities, nor shall this presentation
(or any part of it) nor the fact of its distribution form the basis of, or be relied on in connection with, any contract or investment decision.

2
 Contents
01 Setting the Context

Proposed Scheme and Transaction

02 Highlights
Key Considerations for GGL & GSPL’s
03 Stakeholders

04 Roadmap

March 2023

3
 01
Setting the Context

March 2023

4
 Key Entities involved in the Scheme of Arrangement
37.63% 54.17%

Shareholding of GSPC in GSPL Shareholding of GSPL in GGL

Gujarat State Petroleum

Gujarat State Petronet Limited Gujarat Gas Limited
Corporation Limited
GSPC GSPL GGL
India’s 2nd largest Natural Gas India’s 2nd largest Natural Gas India’s Largest City Gas
Trading Company Transmission Company Distribution Company

Since 1979 Since 1998 3+ decades

Incorporated by the Government of Gujarat in 1979 Incorporated by GSPC in the year 1998 for Gas Track record in ensuring uninterrupted distribution
as a petrochemical corporation. Forayed into energy Transmission Business-operating on an open of natural gas to domestic, commercial, industrial
resources business since 1994 access basis and transport customers
Gas Trading Business
~2,706 KMs of pipelines in Gujarat
Traded average~15 mmscmd of natural gas over a Distributing ~11 mmscmd of natural gas, 810+ CNG
period of five years. GSPL has JV with 2 transmission companies GIGL* stations, ~22 Lakh PNG connections. Steel/MDPE
& GITL*. GSPL along with 2 JV's cater to 4,373 KMs pipeline network of more than ~40,200 kms Serving
GSPC has cloaked cumulative revenues of more than of natural gas pipeline transporting ~38 mmscmd
~Rs. 1 Lakh Crores and PAT of more than ~Rs. 6,500 across 6 states and 1 union territory having 27 CGD
of gas with presence across 6 states Authorizations
crores in past five years
Other Businesses Innovation
While key focus area is gas trading activity, the Successfully Commissioned India’s 1st Pilot Project
Company also has participating interest in 11 of blending green hydrogen with Piped Natural Gas
operational E&P blocks and 71.4MW of Wind Farms *GSPL India Gasnet Ltd. & GSPL India Transco Ltd. for Domestic Customers in collaboration with NTPC
5
Group’s Presence across the Natural Gas Value Chain
 GSPC’s Business Presence
EBIDTA (₹ crore) PAT (₹ crore) &
Total Revenue (₹ crore) GSPC’s value derived from Gas Trading Business
EBITDA Margin (%) PAT Margin (%)
➢ India’s second largest Natural Gas Trading Company
4,000 20% 3,500 12%

27,873 12% 11%

Largest demand aggregator in Gujarat
18%
3,500

24,560 16%
3,000
10% ➢
3,000
14% 2,500

18,710 2,500
12%
8%

➢ Having a strong natural gas sourcing portfolio with a

15,347
13,789 11% 7%
2,000

2,000
10% 7%
10%

7% mix of domestic gas and imported LNG tie-up on

6%

1,500
8%
1,500
5%
2% 5% 4%

long-term, mid-term and spot basis – Imported more

6%
1,000
1,000
4%
2%
500

1,681 1,345 1,829 3,407 1,332 than 400 LNG cargos till June 2024
500
2%
366 739 1,184 2,987 1,242
- 0% - 0%

FY20 FY21 FY22 FY23 FY24 FY20 FY21 FY22 FY23 FY24 FY20 FY21 FY22 FY23 FY24 ➢ Having strong customer base across sectors such as
fertilizer, power, CGD, steel, petrochemicals, refineries
etc. spread across India
Gas Trading Volumes Net Worth Total Debt
(mmscmd) (₹ crore) (₹ crore) ➢ Long-term regasification capacity tie-up with LNG
terminals assuring availability of cargo slots round
19 7,180 6,013
the year
20

17
18 5,929
15 4,812
16
4,405
14
11 11 ➢ Gas transmission arrangements with GAIL, GSPL &
12

10
2,949 PIL
8

1,770
Presence in renewables having 71.40 MW of windmill
6

1,031 ➢
4
Nil Nil
generation capacity backed by PPA with GUVNL
2

FY20 FY21 FY22 FY23 FY24 FY20 FY21 FY22 FY23 FY24 FY20 FY21 FY22 FY23 FY24

6
 GSPL’s Business Presence
EBIDTA (₹ crore) PAT (₹ crore) & GSPL’s value derived from Gas Transmission
Total Revenue (₹ crore)
EBITDA Margin (%) PAT Margin (%) Business

➢ India’s second largest Natural Gas Transmission

2,428 2,367 54%
2,200 80%

2,149 2,125 78% 1,400 60%

Company with 2,706 km pipeline in operation in the

1,930 68%
75%
1,200 46%
72% 74% 49%
50%

71% 46% State of Gujarat

1,700

43%
70%
1,000
40%

The gas grid is connected with all demand and supply

65%
800
➢
1,200

30%

60%

centres in Gujarat and operates on an open access

600

700 20%
55% 400

50% 200
10% basis with bi-directional flow capability
200
1,641 1,543 1,502 1,427 1,839 1,109 924 979 945 1,285
45% - 0%
➢ Transmission business operates in a Regulated
FY20 FY21 FY22 FY23 FY24 FY20 FY21 FY22 FY23 FY24
-300
FY20 FY21 FY22 FY23 FY24 40%

Environment under the aegis of PNGRB

Gas Transmission Volumes Net Worth Total Debt ➢ Presence in renewables having 52.50 MW of windmill
(mmscmd) (₹ crore) (₹ crore) generation capacity backed by PPA with GUVNL

➢ Investment through its JV- GSPL India Gasnet Limited

38 37 (GIGL) is implementing 1,694 kms of gas pipeline in the

40
34 10,270
9,273 1,626
35
30 8,443 states of Gujarat, Rajasthan, Punjab & Haryana.
25 7,545
6,723
30

25 1,022 Currently 1,302 km of pipeline is in operations

20

15
➢ Investment through its JV- GSPL India Transco Limited
10

88 Nil Nil
5
(GITL) is operating 365 kms of gas pipeline in the states
-

FY20 FY21 FY22 FY23 FY24 of Andhra Pradesh & Telangana

FY20 FY21 FY22 FY23 FY24 FY20 FY21 FY22 FY23 FY24

7
 GGL’s Business Presence
EBIDTA (₹ crore) PAT (₹ crore) &
Total Revenue (₹ crore) GGL’s value derived from CGD Business
EBITDA Margin (%) PAT Margin (%)

4,000 25% ➢ India’s largest City Gas Distribution (CGD) Company

16,878 17,407 16,401
3,500
2,000

One of the earliest entrants in CGD space in India

12%
20%
➢
9%
3,000

14% 13% 8%
10%

21% 13% 1,500

11% having commissioned first PNG connection in 1989
12%
2,500

10,610 10,116
15%

2,000 16% 7% 8%

1,500
10%
1,000 6% in Ankleshwar, Gujarat

Operates in 27 CGD Authorization across 6 states

4%
1,000
5% 500 ➢
500

1,718 2,162 2,167 2,493 1,984

2%

1,193 1,276 1,288 1,534 1,151 and 1 union territory

- 0%
- 0%

FY20 FY21 FY22 FY23 FY24 FY20 FY21 FY22 FY23 FY24 FY20 FY21 FY22 FY23 FY24 ➢ Caters to more than ~22 lakh PNG domestic
connection, ~4,400 PNG industrial connections, and

Gas Distribution Volumes Net Worth Total Debt ~15,200 PNG commercial connections
(mmscmd) (₹ crore) (₹ crore)
➢ Operates more than 810 CNG Stations across 6
12
11 states and 1 UT
10
9 9 9 ➢ Steel/MDPE pipeline network of more than ~40,200
8 7,689 1,998
6,966
kms
8

5,599
6

4,482
3,290 897 ➢ Ranked amongst the ‘Top 150 Wealth Creators
4

2
478
Nil Nil 2024” by Dalal Street Investment Journal

-
➢ ‘SKOCH ESG Award 2024’ in City Gas Distribution
FY20 FY21 FY22 FY23 FY24 FY20 FY21 FY22 FY23 FY24 FY20 FY21 FY22 FY23 FY24 (CGD) Project
8
 Strategic Factors: Leading to the Scheme of Arrangement

Key Factors Influencing the scheme of arrangement

Gujarat Gas Limited Gujarat State Petronet Limited
(GGL) (GSPL)
➢ Decade of robust industry-driven growth and rapid business segment expansion for GSPC’s
Market Capitalization# Gas Trading Business, GSPL & GGL Market Capitalization#

Strong, diversified growth and earnings from underlying performance of each business.
₹ 41,531 crore ➢
₹ 23,657 crore
➢ India's position as the fastest-growing economy with expected continued growth and
substantial capex in the oil & gas industry
Revenue Revenue
➢ GOI’s vision is to increase the share of natural gas in India’s energy basket from 6% to 15%

+7% ➢ GSPC ‘India’s 2nd largest Natural Gas Trading Company’ is a key player in developing Gujarat as a
+8%
“Gas Based Economy” having the size of a behemoth which would have higher synergies with
10-year CAGR* GGL.
10-year CAGR

➢ GSPC has cloaked cumulative revenues of more than Rs.1 lakh crore and PAT of more than Rs.6,500
Profit (PAT) crore in past five years Profit (PAT)

+44% ➢ GSPL's growth not fully reflected in its valuation due to holding company discount
+12%
10-year CAGR 10-year CAGR

Collectively, these strategic factors have catalysed the initiation

of our comprehensive amalgamation and arrangement process
and enable unleash the potential of all entities involved
# As on 29 Aug 2024; nseindia.com 9
* CAGR: FY14 : FY24
 Leverage Position across Group Companies
Total Debt (₹ crore) Credit Rating Financial Comments

CARE AA; ➢ Comfortable Leverage position with

(Stable) / Nil debt since the past two years

Significant synergy ➢ Prudent working capital management

CARE A1+
to unleash post the
merger with GGL 4,405 Nil Nil

FY22 FY23 FY24

CARE AA+; ➢ Comfortable Leverage position with

GSPL (Stable) / Nil debt since the past two years
➢ Poised to undertake capex towards
Transmission 88 Nil Nil CARE A1+ gas pipeline expansion in future years
business to grow
independently FY22 FY23 FY24

GGL CRISIL, CARE and ➢ Debt free company provides enough

India Ratings scope to expand the CGD network
Integrated Gas thereby increasing the volumes
Trading & Distribution
478 Nil Nil AAA (Stable)/ A1+
to generate next
phase of Growth FY22 FY23 FY24 10
 02
Proposed Scheme
and
Transaction Highlights

March 2023

11
Existing Shareholding Structure

Government of Gujarat
(GOG) Institutional / Public shareholders /
Bodies Corporate
(Promoter)

55.65% GSPC 44.35%

(Promoter of GSPL)

37.63%

62.37%
GSPL
(Promoter of GGL)

54.17%

6.53% 39.30%
GGL

12
 Proposed Scheme of Arrangement

Scheme of Arrangement Objectives of the

Scheme of Arrangement

Board of Directors of all respective companies have approved ‘The Scheme of

Arrangement’ in the Board meetings held on 30th August 2024
➢ Simplification of the layered structure

Transaction Issuance of ➢ Enhancing business synergies and growth opportunities by

Equity shares Share Exchange Ratio
combining the inter-linked business of GSPC and GGL

Issuance of GGL’s shares 10 shares of GGL (FV Rs. 2) for ➢ Elimination of related party transactions and thereby further
Amalgamation of GSPC into GGL
to shareholders of GSPC every 305 equity shares of
improving GGL’s EBITDA and RoCE
GSPC (FV Rs. 1)
➢ To increase market share of gas trading business of GSPC Group
10 shares of GGL (FV Rs. 2) for
Amalgamation of GSPL into GGL Issuance of GGL’s shares and more competitive
every 13 equity shares of
to shareholders of GSPL
GSPL (FV Rs. 10) ➢ Enhanced scale of operations and efficiency improvement with
optimum utilization of resources
No issuance as it would become a wholly owned
Amalgamation of GEL into GGL ➢ Demerger of natural gas transmission business is to ensure
subsidiary prior to its amalgamation
adherence to regulatory requirement

➢ Potential value unlocking for GSPL shareholders

Demerger of gas transmission GGL’s shareholders to 1 equity share of GTL (FV Rs.
business into GSPL Transmission receive shares of GTL 10) for every 3 equity shares
Limited (GTL) (to be listed subsequently) of GGL (FV Rs. 2)

13
 Resultant Shareholding Structure

Promoter Public shareholders Promoter Public shareholders

25.86% 74.14% 25.86% 74.14%

GGL GTL

Gas Trading, E&P, Related Investments in

City Gas Related
Renewables Gas Transmission Gas Transmission
Distribution Investments
Business Entities

14
Key Aspects of the Transaction
Valuation Share Swap / Entitlement Ratio
Recommended share exchange ratio

Joint valuation by registered valuers ❑ On merger of GSPC into GGL:

❑ Ernst & Young Merchant Banking Services LLP ❑ 10 shares of GGL for every 305 shares held in GSPC.
❑ SSPA & Co Chartered Accountants ❑ On merger of GSPL into GGL:
❑ 10 shares of GGL for every 13 shares held in GSPL
To recommend share exchange ratio (merger) & share
entitlement ratio (demerger) ❑ On demerger of gas transmission business from GGL:
❑ 1 share of GTL for every 3 shares held in GGL

Transaction Tax / Legal Advisors Accounting Treatment

❑ Ernst & Young LLP ❑ Accounting for the merger to be done based on the
applicable accounting standards under IND AS
❑ Shardul Amarchand Mangaldas & Co.

Fairness Opinion Appointed Date

Fairness opinion on recommended share exchange ratio was ❑ Appointed date for the merger is April 01, 2024, and for
given by the following merchant banker: the demerger is April 01, 2025
❑ Fortress Capital Management Services Private Ltd - GSPL
❑ Saffron Capital Advisors Private Limited - GGL
15
 Milestones and Approvals
Indicative

Approvals required from Dec’ 2024 Jan’ - Mar' 2025 Apr' – May 2025 Jun' 2025 Jul' - Aug' 2025

SEBI & Stock Exchanges

Shareholder Approvals (Majority of minority)

Regulatory authorities
(RoC, Regional Director, Income Tax & others)

MCA

Issuance of shares pursuant to the scheme and

suspension of trading of GSPL

Listing of additional shares of GGL

Listing of GTL

Necessary Approvals to be obtained and the Scheme is Expected to be Completed by August 2025 16
 03
Key Considerations for
Stakeholders of GGL and
GSPL

March 2023

17
Key Considerations for GGL & GSPL’s Stakeholders

➢ Expected improvement in margins and return ratios of GGL on account of consolidation of gas
Gujarat Gas Limited trading business of GSPC with distribution business of GGL.

➢ Strong cash flows to result in better dividend paying capacity of GGL

GGL
➢ Only CGD Company having access and expertise to varied sourcing portfolio directly from domestic
and international market and regasification capacity tie-up resulting in business synergy

➢ Combined entity will benefit from a stronger market presence, enabling better pricing power and
the ability to capture a larger share of the growing demand for natural gas

➢ Elimination of Related Party transactions between GSPC and GGL.

➢ Value unlocking for shareholders as the shareholders of GSPL are getting the shares of GGL and GTL
Gujarat State Petronet Limited
➢ Enable independent market driven valuation of GTL

GSPL

18
 04
Roadmap

March 2023

19
 Future Priorities and Growth Areas
GUJARAT GAS LIMITED (GGL) STRATEGIC PRIORITIES

Enhanced Scale of
Operational Efficiency Operations

Better leverage combined assets & expanded

Integration of Gas sourcing, leading to cost
capital base all put together.
One of India’s largest
reductions and assured availability of natural integrated player
gas supply. Unfettered access to cash flow generated by
combined businesses to be deployed more
efficiently to fund organic/inorganic To become one of India’s largest
opportunities. integrated player with presence in
gas trading & city gas distribution
Optimum Utilization of business.
Synergy Capitalization
Resources

Consolidation of diverse skills, talent, Reap synergistic advantages of presence in

manpower and merging of various functions allied business.
to enable scale of operations and cost Better Profitability
effectiveness.
Investment Advantage
Renewables Further improve profitability and
return ratios on account of varied
Investments in entire energy value chain will gas sourcing portfolios.
Existing renewable portfolio of 123.9 MW of lead to increase in the stakeholders’ wealth.
wind power generation capacity to be
expanded organically in future. 20
 Future Priorities and Growth Areas

GUJARAT STATE PETRONET LIMITED (GSPL) / GSPL TRANSMISSION LIMITED (GTL) STRATEGIC PRIORITIES

Enhance Operational
Expansion of Gas Grid Independently listed entity
Excellence

Focus on the geographical expansion and the Transition to independently listed entity 'GTL', Growth in gas transportation volumes by
capacity expansion of the existing gas dedicated to transmission business for connecting new customers and gas sources.
pipeline grid. regulatory adherence.

21
 Investor & Analyst Call to discuss the Scheme of Arrangement

Dial-in Details for Investor & Analyst Call

Event Location & Time Telephone Number

India – 15:00hrs, IST +91 22 6280 1107

USA – 5:30 AM (Eastern Time – New York) +91 22 7115 8008 (Primary Number)
Conference Call on 31st August 2024,
Saturday UK – 10:30 AM (London Time)
Singapore – 5:30 PM (Singapore Time)
Hong Kong – 5:30 PM (Hong Kong Time)

Please use this link for prior registration to reduce wait time at the time of joining the call -
For online registration
Diamond Pass Registration

22
 Thank You

Gujarat Gas Limited Ernst & Young LLP

Diwakar Pingle, Partner,
Sandeep Dave, CS
Investor Relations
Rajesh Sivadasan, CFO
corpcom@gujaratgas.com diwakar.pingle@in.ey.com

23
Abbreviations

Abbreviation Explanation
GSPC Gujarat State Petroleum Corporation Limited
GSPL Gujarat State Petronet Limited
GIGL GSPL India Gasnet Limited
GITL GSPL India Transco Limited
GEL GSPC Energy Limited
GGL Gujarat Gas Limited
GTL GSPL Transmission Limited
GOG Government of Gujarat
ROC Registrar of Companies
SEBI Securities and Exchange Board of India
MCA Ministry of Corporate Affairs
IND AS Indian Accounting Standards

24