Directors take pleasure in presenting the 27^th Annual Report
and Audited Accounts of Gujarat State Petronet Limited
(“GSPL”) for the year ended 31” March, 2025.

FINANCIAL HIGHLIGHTS

Your Company has been demonstrating stable performance
parameters.

Major Highlights of the Company are summarized below:

PERFORMANCE HIGHLIGHTS

• GSPL has successfully extended the gas grid up to 2,795
kilometre.

• GSPL committed and maintained uninterrupted gas supply
across the State of Gujarat to maximize the net-worth of the
Company.

• During FY 2024-25, Total Income stood at '1,514.90 Crore,
as compared to ' 2,366.59 Crore and PBT was '1,003.28
Crore as compared to '1,642.20 Crore over Previous Year.

• ^e Profit After Tax for FY 2024-25 is '807.62 Crores as
compared to '1,284.64 Crores for FY 2023-24.

DIVIDEND

As per the provisions of the Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“Listing Regulations”), GSPL
adopted a Dividend Policy which has been amended w.e.f. 1ff^h
May, 2023. ^e Policy is available on the website of GSPL at
https://gspcgroup.com/documents/pagecontent/DDPGSPL.pdf.

Keeping in view the various factors including the fund
requirements for expansion of projects and subsidiaries,
Government of Gujarat Guidelines as mentioned in the Policy,
the Board of Directors of GSPL is pleased to recommend
Dividend of '5 (i.e. @ 50%) per Equity Share of the face value of
'10 each for the Financial Year 2024 - 25 subject to the approval
of Shareholders in the ensuing Annual General Meeting. 'tte
total cash outflow on account of the proposed Dividend for the
Financial Year 2024 - 25 would be approx. '282.11 Crores.

COMPOSITE SCHEME OF
AMALGAMATION AND ARRANGEMENT

^e Board of Directors of the Company has, on 30t^h August
2024, approved a Composite Scheme of Amalgamation and
Arrangement (hereinafter referred to as “the Composite
Scheme”) and pursuant to the Composite Scheme, the Company
along with Gujarat State Petroleum Corporation Limited
(“GSPC”), GSPC Energy Limited (“GEL”) shall merge into
Gujarat Gas Limited (“GGL”) and simultaneously, Gas
Transmission Business Undertaking / Demerged Undertaking
shall demerge into GSPL Transmission Limited (“GTL”).
trough the Composite Scheme, the GSPC Group aims to
streamline the existing businesses of the entities involved in the
Composite Scheme, which are inter-linked or inter-connected, to
enable focused growth strategies and eliminate the layered
structure to achieve the value unlocking for various stakeholders
(including the public at large).

As per the Composite Scheme, the appointed date for the merger
of GSPC, GSPL and GEL into GGL is 1” April, 2024 and the
appointed date for the demerger of the Gas Transmission
Business Undertaking is 1” April, 2025. ^e effective date for the
Composite Scheme is the order of the Ministry of Corporate
Affairs approving the Composite Scheme and filing of certified
copy of the Ministry of Corporate Affairs’ order with the
Registrar of Companies, Ministry of Corporate Affairs.

As the Equity Shares of GSPL and GGL are listed on NSE and
BSE, the applications were then filed with Stock Exchanges i.e.
BSE and NSE in September, 2024 for obtaining observation
letter or no-objection letter from the Stock Exchanges in respect
of the Composite Scheme, pursuant to Regulation 37 and 39 of
the SEBI LODR Regulations read with SEBI Master Circular
dated 20t^h June, 2023. ^e BSE and NSE have issued
observation letters dated 4t^h February 2025 and 5^ February,
2025 respectively, granting no objection to the filing of the
Composite Scheme with Ministry of Corporate Affairs, New
Delhi (MCA). Accordingly, the Composite Scheme was filed
with MCA on 12t^h February, 2025 for approval.

GAS GRID PROJECT

With an aim to promote natural gas access in the State and
enable its broader adoption and reduce reliance on traditional
fuels, the State Government of Gujarat played a pro-active role in
envisaging the development of a State-wide Gas Grid on an
Open Access principle. Gujarat Government envisaged
development of gas based economy which shall yield energy
security in eco-friendly and sustainable way.

In line with the Govt.’s vision, GSPL’s Statewide Gas Grid, one of
its kind in India, has been designed as per the highest
international standards with inbuilt flexibility to cater to varying
loads and capabilities for bi-directional flows.

^e pipeline grid map of GSPL for Gujarat is enclosed herewith
as Annexure - IX.

^e map showing the Cross-Country Natural Gas Transmission
Pipelines being implemented through special purpose vehicles is
enclosed herewith as Annexure - X.

Projects Commissioned

During the year under review, your Company has successfully
connected total 1 Source Connectivity Chhara LNG
connectivity in Gir Somanth distirict and 4 CGD connectivity in
Ahmedabad, Anand and Patan districts. 1 customer connectivity
in Silvassa, Union Territory of Dadra & Nagar Haveli Daman &
Diu is completed.

^e grid operations account for approx 2795 Kms as on 31st
March, 2025. Gas is flowing from Mundra / Hazira / Dahej /
Vapi to various industries and City Gas Distribution (“CGD”)
Networks located in various Districts of Gujarat including Surat,
Bharuch, Narmada, Baroda, Anand, Ahmedabad, Dahod,
Gandhinagar, Sabarkantha, Panchamahal, Patan, Bhavnagar,
Mehsana, Banaskantha, Surendranagar, Botad, Rajkot, Morbi,
Jamnagar, Navsari, Kutch, Kheda, Valsad, Amreli, Gir &
Somnath.

Projects Under Execution

Your Directors are pleased to inform that GSPL continues to
develop additional Pipeline infrastructure in the State of Gujarat.
Your Company is currently implementing CGD connectivity in
Bhavnagar district and potential source connectivity viz.,
Jamnagar Dwarka Pipeline project (98km) in Dwarka district,
CGD connectivity Vantewad Rajpipla Pipeline project (in
Narmada district, customers connectivity viz., Bhayla
connectivity project in Ahmedabad (Rural) district. Your
Company also received authorisation from PNGRB for
developing Anjar Palanpur pipeline project (290km) in Gujarat.
Several customers in many industrial regions across Gujarat,
including Dahej SEZ are receiving gas through Company’s
network with more getting connected on a regular basis.

WIND POWER PROJECT

Your Company being committed to promote clean and green
energy has set up Wind Power Project of 52.5 MW in the areas of
Maliya Miyana, Rajkot and Gorsar & Adodar, Porbandar.
During the year, GSPL has sold 8,65,25,354 KWH of electricity
generated through Windmill.

FUTURE PLANS

As the Indian gas market continues to evolve, it is important that
leading players like GSPL undertake strategic initiatives to
enhance infrastructure availability.

Accordingly, your Company is working on future expansion
projects which include development of networks connecting
upcoming and existing sources as well as expansion of network in
to various geographies to cater to the requirement of expanding
CGD networks.

OPERATION & MAINTENANCE
ACTIVITIES

GSPL has transported 11,032 MMSCM of gas during the
Financial Year 2024-25 (Previous year: 11,159 MMSCM).

To safeguard pipeline assets and optimize utilization of the
pipeline system, GSPL is giving utmost importance to efficient
operations and preventive maintenance.

SUBSIDIARY, ASSOCIATE &

JOINT VENTURE COMPANIES

Subsidiary Companies

Your Company has following three Subsidiary companies within
the meaning of the Section 2(87) of the Companies Act, 2013:

1) GSPL India Gasnet Limited (GIGL) for development of
Mehsana - Bhatinda and Bhatinda - Gurdaspur Pipeline
Projects.

2) GSPL India Transco Limited (GITL) for development of
Mallavaram - Bhopal - Bhilwara - Vijaipur Pipeline
Project.

3) Gujarat Gas Limited (GGL) is India's largest city gas
distribution player with presence spread across 44 Districts
in the State of Gujarat, Punjab, Rajasthan, Haryana,
Madhya Pradesh, Maharashtra and Union Territory of
Dadra and Nagar Haveli.

Associate Company

As on 31^st March, 2025, GSPL has one Associate Company viz.
Sabarmati Gas Limited.

To avoid duplication between the Boards’ Report and
Management Discussion and Analysis Report, the performance
highlights/summary of the Subsidiary companies/Joint Venture
companies /Associate companies of GSPL is given in
Management Discussion & Analysis Report.

Accounts of Subsidiary, Associate & Joint Venture Companies:
Pursuant to notification dated 16^th February, 2015 of Ministry of
Corporate Affairs notifying the Companies (Indian Accounting
Standard) Rules, 2015, GSPL, its Associate, Subsidiary and Joint
Venture Companies have adopted Ind AS w.e.f. 1” April, 2016.
Consequently, though as per provision of Section 2 (87) (ii) of the
Companies Act 2013, GSPL India Gasnet Limited (GIGL) and
GSPL India Transco Limited (GITL) fall within the meaning

of Subsidiary Company, as per guidance of Indian Accounting
Standards [Ind AS], GIGL and GITL fall within the criteria of
Joint Venture and accordingly they have been considered as Joint
Venture for the purpose of disclosures and compliances in
relation to the Financial Statements of GSPL for the Financial
Year 2024 - 25.

Pursuant to provisions of Section 129 (3) of the Companies Act,
2013 read with the Companies (Accounts) Rules, 2014, a
separate statement in prescribed Form AOC - 1 containing
salient features of the financial statement of Subsidiary, Associate
& Joint Venture Companies is provided in the Annual Report.
Further, the audited annual accounts and related information of
GIGL, GITL and GGL will be made available to any Member
upon request. ^e annual accounts of GIGL, GITL and GGL
will also be available for inspection by members in electronic
mode. ^e same are also available on the website of GSPL viz.
www.gspcgronp.com.

CONSOLIDATED FINANCIAL
STATEMENTS

In accordance with the Ind AS - 28 on Investment in Associates
and Joint Ventures read with Ind AS - 110 on Consolidated
Financial Statements and Ind AS - 111 on Joint Arrangement,
the Audited Consolidated Financial Statements are provided in
the Annual Report.

HEALTH, SAFETY AND
ENVIRONMENT

GSPL, in order to fulfil its commitment towards Health, Safety
and Environment, has taken active steps towards establishment
of Safety Management Systems. Environment and safety features
have been integrated into design, construction and O&M local
community and the environment. ^e same is also being
reflected in the QHSE policy of GSPL. It is expanding and
managing its operations in a manner which is safe and
environmentally sustainable.

For developing effectiveness of Safety Management Systems,
training of all employees across GSPL is ensured through various
training programs. ^e same is being monitored through internal
audit teams and delegation of safety management up to the local
level. Contractors’ adherence to Company’s QHSE policy is also
assured through regular site visits and external audits. Regular
site visits ensure the enhancement of safety culture which also
facilitates safe commissioning of the new projects.

Your Company is re-certified to integrated Management Systems
(ISO 9001:2015, ISO 14001:2015 & ISO 45001:2018) with
validity till 9th November 2026. Effectiveness of these
certifications is being assured through planned audits of the
system. Continuous improvement is visible in various O&M

systems. Preventive Maintenance schedules are being adhered to
with updating of records. Further, Emergency Response and
Disaster Management Plan (ERDMP) of GSPL was re¬
accredited as per the requirement of ERDMP Regulations, 2010
and the amendment 2020 under PNGRB Act, 2006. ERDMP is
being reviewed and updated regularly. All conditions of
Accreditation are being adhered to. Effectiveness of ERDMP is
verified through regular mock drills as per specified intervals as
identified by respective work bases.”

DEPOSITS

During the year, GSPL has not accepted Deposits from the public
falling within the ambit of Section 73 of the Companies Act, 2013
read with Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS,

GUARANTEES OR INVESTMENTS

Pursuant to Section 186 (11) of the Companies Act, 2013, loans
made, guarantees given or securities provided or investment
made by a company providing infrastructure facilities are
exempted from compliance with Section 186 of the Companies
Act, 2013 except sub Section (1). Accordingly, your Company
being engaged in the Gas Transportation business is exempted
from aforesaid compliance. However, the details of Loans,
Guarantees, Securities and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given
in the notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED
PARTIES REFERRED TO IN SECTION
188 (1) OF THE COMPANIES ACT, 2013

All Related Party Transactions that were entered into during the
Financial Year were on an arm’s length basis and were in the
ordinary course of business.

Prior omnibus approval of the Audit Committee is obtained on a
yearly basis for the transactions which are of a foreseeable and
repetitive nature and further would be executed on arm’s length
basis and in the ordinary course of business. Further, a statement
giving details of all Transactions executed with Related Parties is
placed before the Audit Committee on a quarterly basis for its
approval/ ratification as the case may be.

^e Policy on Materiality of Related Party Transactions and
Dealing with Related Party Transactions as approved by the
Board is uploaded on GSPLs Website.

None of the Directors has any pecuniary relationships or
transactions vis-a-vis GSPL.

^e particulars of contracts or arrangements with Related Parties
referred to in Section 188 (1) of the Companies Act, 2013, as
prescribed in Form AOC - 2 of the Companies (Accounts)
Rules, 2014 is enclosed as Annexure - III to this Report.

CORPORATE SOCIAL RESPONSIBILITY

GSPL has constituted a Corporate Social Responsibility (CSR)
Committee in accordance with Section 135 of the Companies
Act, 2013 read with Companies (Corporate Social Responsibility
Policy) Rules, 2014. Pursuant to provisions of Section 135 of the
Companies Act, 2013, GSPL has also formulated a Corporate
Social Responsibility Policy which is available on the website of
GSPL at https://gspcgronp.com/GSPT7csr.

Your Company being committed in fulfilling its Corporate Social
Responsibility has been engaged in various social initiatives
through its intervention in the areas of education, promoting
healthcare/preventive healthcare, eradication of hunger, poverty
& malnutrition etc. in accordance with the Corporate Social
Responsibility Policy of GSPL.

^e Annual Report on CSR activities as required under the
Companies (Corporate Social Responsibility Policy) Rules, 2014
is enclosed herewith as Annexure - IV to this Report.

DIRECTORS AND KEY MANAGERIAL
PERSONNEL

During the Financial Year, Smt. Mamta Verma, IAS has ceased to
be Director of GSPL w.e.f. 1^st August 2024, due to her transfer as
Principal Secretary, Industries and Mines Department, Govt. of
Gujarat and on relinquishing the charge of the post of Principal
Secretary, Energy & Petrochemicals Department, Govt. of Gujarat.
With effect from 24* September 2024, Prof. Yogesh Singh and Dr.
Bakul Dholakia have ceased to be Independent Directors of GSPL,
consequent to completion of their two terms as Independent
Directors. Shri Raj Kumar, IAS (Retd.) has ceased to be Chairman
& Managing Director of GSPL w.e.f. 31st January 2025, upon his
superannuation as Chief Secretary, Govt. of Gujarat.

Shri M. M. Srivastava, IAS (Retd.) ceased to be the Director of
GSPL w.e.f. 12* August, 2025 due to nomination of Shri M. K.
Das, IAS, in place of Shri M.M. Srivastava, IAS (Retd.) by
Gujarat State Petroleum Corporation Limited, Promoter of the
Company.

Your Directors wish to place on record appreciation for the
services rendered by Smt. Mamta Verma, IAS as Director, Prof.
Yogesh Singh and Dr. Bakul Dholakia as Independent Directors
of GSPL, Shri Raj Kumar, IAS (Retd.) as Chairman & Managing
Director of GSPL and Shri M. M. Srivastava, IAS (Retd.) as
Director of GSPL.

Based on the recommendation of Nomination and
Remuneration Committee, the Board vide circular resolution on
1st July, 2024 has appointed Ms. Vanaja N Sarna, IRS (Retd.) as
Woman Independent Director w.e.f. 24* June, 2024.

Further, based on the recommendation of Nomination and
Remuneration Committee, the Board vide circular resolution on
24* September 2024 has appointed Prof. Rishikesha T Krishnan
as Independent Director w.e.f. 21st September, 2024.

^e Board at its meeting held on 7* February, 2025 has
appointed Shri Pankaj Joshi, IAS as Additional Director and also
as Chairman & Managing Director w.e.f. 7* February, 2025.
Further, the Board at its meeting held on 12* August, 2025 has
appointed Shri M. K. Das, IAS as Additional Director w.e.f. 12th
August, 2025.

It is proposed to regularize the appointment of Prof. Rishikesha
T Krishnan, Shri Pankaj Joshi, IAS and Shri M. K. Das, IAS in
the ensuing 27* Annual General Meeting.

Pursuant to the provisions of Section 152 of the Companies Act,
2013, Ms. Arti Kanwar, IAS shall retire by rotation at the
ensuing Annual General Meeting and being eligible, offers
herself for re-appointment as Director liable to retire by rotation.
A brief resume of the Directors retiring by rotation/seeking
appointment/re-appointment at the ensuing Annual General
Meeting, nature of their expertise in specific functional areas and
details regarding the companies in which they hold directorship,
membership/chairmanship of committees of the Board is
annexed to the Notice.

Directors’ Independence:

Pursuant to the provisions of Section 149 (6) of the Companies
Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Independent Directors of
GSPL have given confirmation/ declaration to the Board that
they meet with the criteria of Independence and are Independent
in terms of Section 149 (6) of the Companies Act, 2013
and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. In the opinion of the Govt. of Gujarat and
the Board of Directors, the Independent Directors, fulfill the
conditions of independence specified in Section 149 (6) of the
Companies Act, 2013 and Regulation 16 (1) (b) of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015.

Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and
Regulation 25 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Independent Directors
have carried out annual performance evaluation of Chairman,
Non-Independent Directors and the Board as a whole. Further,
the Board has carried out annual performance evaluation of the
Independent Directors and the evaluation of the working of the
various Committees of Directors of GSPL.

^e performance evaluation of individual Directors was carried
out based on the various parameters after taking into
consideration inputs received from the Directors and also
parameters set out in the Policy for Evaluation of Performance of
Directors, Committees & Board such as active participation &
contributions in the Meetings, balance of knowledge, expertise
and experience, safeguarding the interest of GSPL and its
Stakeholders etc. ^e performance evaluation of the Board as a

whole and various Committees of Directors of GSPL was carried
out considering various parameters such as adequacy of the
composition of the Board and its Committees, discharge of key
functions and responsibilities prescribed under law, corporate
governance practice etc. and the overall performance assessment
was discussed in detail by the Board members.

Meetings:

^e Board meets at regular intervals to discuss and decide on
Company/ business policy and strategy apart from other Board
business. ^e Board/ Committee Meetings are pre-scheduled and
a tentative annual calendar of the Board and Committee
Meetings is circulated to the Directors in advance to facilitate
them to plan their schedule and to ensure meaningful
participation in the Meetings. However, in case of a special and
urgent business need, the approval is taken by passing resolutions
through circulation to the Directors, as permitted by law, which
are noted in the subsequent Board/Committee Meetings.
During the year, six (6) Board Meetings were convened and held,
the details of which are given in the Corporate Governance
Report. ^e intervening gap between the Meetings was within
the period prescribed under the Companies Act, 2013 and
Regulation 17 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

AUDIT COMMITTEE

Audit Committee of Directors of GSPL at its Meeting held on
22^nd May, 2025 approved the Annual Accounts for the Financial
Year ended on 31^st March, 2025 and recommended the same for
approval of the Board.

AUDITORS

Statutory & C&AG Audit:

As your Company is a Government Company, the Statutory
Auditors are appointed by the Comptroller & Auditor General of
India (C&AG). Accordingly, the C&AG has appointed M/s B P
Bang & Co., Chartered Accountants as Statutory Auditors of
GSPL for the Financial Year 2024 - 25.

^e C&AG has given NIL comments reports on the Standalone
and Consolidated Financial Statements of GSPL for the
Financial Year 2024 - 25. ^e NIL comments reports have been
provided before the Standalone & Consolidated Financial
Statements respectively.

Secretarial Auditors:

Pursuant to the provisions of section 204 of the Companies Act,
2013 and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board of Directors of
GSPL has appointed M/s SPANJ & Associates, Practicing
Company Secretaries, to conduct the secretarial Audit of GSPL
for the Financial Year 2024 - 25.

^e Report of Secretarial Auditor on Company’s Secretarial
Audit for the Financial Year 2024 - 25 is enclosed herewith as
Annexure - V to this Report.

Secretarial Audit of Material Unlisted Indian Subsidiary:

For Financial Year 2024 - 25, GSPL India Gasnet Limited is the
Material Unlisted subsidiary of GSPL. As per Regulation 24A of
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Secretarial Audit of the Material
subsidiary mentioned above has been conducted for the Financial
Year 2024-25 by Practicing Company Secretaries.

^e Secretarial Audit Report of GSPL India Gasnet Limited for
the Financial Year ended 31st March, 2025 is enclosed herewith
as Annexure - VI to this Report.

Cost Auditors:

Your Company is required to get the Cost Audit carried out for
“Gas Transportation” business as well as “Generation of Electricity
through Windmill” business pursuant to Section 148 of the
Companies Act, 2013 read with the Companies (Cost Records and
Audit) Rules, 2014. GSPL is maintaining the Cost Accounts and
Records as specified by the Central Government under sub section
(1) of Section 148 of the Companies, Act, 2013.

Accordingly, your Company has got the Cost Audit carried out
for the said business for the Financial Year 2024 - 25 through the
Cost Auditor M/s R. K. Patel. ^e Cost Audit Report 2024 - 25
will be submitted to the Central Government in the prescribed
format within stipulated time period.

Further, the Board upon the recommendation of the Audit
Committee, appointed M/s R. K. Patel, Cost Accountants as
Cost Auditor to audit the cost accounts of GSPL for the
Financial Year 2025 - 26 on a remuneration of ' 49,999/- plus
applicable taxes and reimbursement of out of pocket expenses
incurred by them during the course of Audit. As required under
the Companies Act, 2013, the remuneration payable to the Cost
Auditor is required to be placed before the Members in a General
Meeting for their ratification. Accordingly, a Resolution seeking
Member’s ratification for the remuneration payable to M/s R. K.
Patel, Cost Auditors for the Financial Year 2025 - 2026 is
included in the Notice convening the Annual General Meeting.

RISK MANAGEMENT AND
INTERNAL CONTROL SYSTEM

Risk Management:

Your Company has a well-defined risk management framework.
^e Board of Directors of GSPL has adopted a Risk
Management Policy.

Internal Control System:

Your Company has a proper and adequate system of Internal
Controls commensurate with its size of operations and nature of
business. ^ese are routinely tested and certified by Statutory as
well as Internal Auditors. Significant audit observations and
follow up actions thereon are reported to the Audit Committee.
^e details about the identification of elements of Risk and
Internal Control Systems are provided in detail in the
Management Discussion & Analysis Report forming part of this
Board’s Report.

VIGIL MECHANISM

Your Company has established a Vigil Mechanism for Directors
and Employees to report their genuine concerns, details of which
have been given in the Corporate Governance Report forming
part of this Board’s Report.

DIRECTORS’ RESPONSIBILITY
STATEMENT

To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors
make the following statements in terms of Section 134(3) (c) of
the Companies Act, 2013:

a. that in the preparation of the Annual Financial Statements
for the year ended 31st March, 2025, the applicable
accounting standards have been followed and no material
departures have been made from the same;

b. that accounting policies have been selected and applied
consistently and judgment and estimates have been made
that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company as at 31st March,
2025 and of the profit & loss of the Company for the year
ended on that date;

c. that proper and sufficient care has been taken for the

maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities;

d. that the Annual Financial Statements have been prepared on
a going concern basis;

e. that proper Internal Financial Controls were in place and that
the financial controls were adequate and were operating
effectively;

f. that systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and
operating effectively.

MANAGEMENT DISUSSION AND
ANALYSIS

^is Annual Report contains a separate Section (Annexure-I) on
the Management Discussion and Analysis, which forms part of
this Board’s Report.

CORPORATE GOVERNANCE

Corporate Governance denotes the framework for companies to
conduct their business in an ethical and responsible manner. It is
determined primarily by the approach that a Company has
towards its stakeholders as well as to the environment in which it
operates. It stems from the belief and realization that corporate
citizenship has a set of responsibilities, which must be fulfilled for
a Company to progress and succeed over the long term.

GSPL believes that good governance alone can deliver
continuous good business performance. A Report on Corporate
Governance as required under Regulation 34 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015 is incorporated as a part of this Board’s Report (Annexure
- II). ^e Compliance Certificate by the Practising Company
Secretary is also attached to this Board’s Report.

COMPLIANCE OF SECRETARIAL
STANDARDS

Your Company has complied with Secretarial Standards issued by
the Institute of Company Secretaries of India on Meetings of the
Board of Directors (SS-1) and General Meetings (SS-2).

ANNUAL RETURN

^e draft Annual Return of GSPL for the Financial Year 2024 -
25 in the Form of MGT - 7 is available on the website of GSPL
at http://www.gspcgroup.com/GSPL/annu.al-retu.rns

PARTICULARS OF EMPLOYEES

Your Company being a Government Company is exempted from
disclosing the information required pursuant to Section 197 of
the Companies Act, 2013 read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of the employees of GSPL pursuant to
Ministry of Corporate Affairs Notification dated 5 ^th June, 2015.

DISCLOSURE UNDER THE SEXUAL
HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013

Your Company has always believed that appropriate standard of
conduct should be maintained by the employees in their conduct
and that there should be a safe, in-discriminatory and harassment
free (including sexual harassment) work environment for every
individual working in GSPL. Your Company has in place a
Policy on Prevention of Sexual Harassment at workplace as a part
of its Human Resource Policy. It aims at prevention of
harassment of employees and lays down the guidelines for
reporting and prevention of sexual harassment. GSPL has
constituted an Internal Complaints Committee (ICC) as
required under the Act which is responsible for redressal of
complaints related to sexual harassment.

^e details of complaints filed/disposed/pending in relation to
the Sexual Harassment of Woman at Workplace as on 31st
March, 2025 is provided below:

MATERNITY BENEFIT ACT, 1961

Company has Complied with the provisions related to the
Maternity Benefit Act, 1961

CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO

Information required to be disclosed pursuant to provisions of
the Companies Act, 2013 read with Rules thereto with respect to
Conservation of Energy, Technology Absorption and Foreign
Exchange Earnings & Outgo are furnished in Annexure - VIII to
this Report.

BUSINESS RESPONSIBILITY &
SUSTAINABILITY REPORT

Your Company has always given the highest importance to the
environment, health and safety. ^e same is also reflected in the
business practices of the Company e.g. GSPL has implemented
practices towards preservation of natural resources, Green Gas
emission reduction, lowering costs, etc. over these years. GSPL is
also conscious of its responsibility towards its various
stakeholders and is determined to increase its contribution to the
society to bring positive social impact.

Pursuant to amendment in the SEBI Listing Regulations, 2015,
top 1,000 listed entities based on market capitalisation are
required to submit a Business Responsibility & Sustainability
Report (‘BRSR’) with effect from the FY 2022 - 23.

^e BRSR indicates the Company’s performance against the
principles of the ‘National Guidelines on Environmental, Social
and Governance initiatives of the Company.

^e Business Responsibility & Sustainability Report in the
prescribed format describing the initiatives taken by GSPL from
an environmental, social and governance perspective among
other things is enclosed as Annexure - VII to this Report.

MATERIAL CHANGES AND
COMMITMENTS AFFECTING THE
FINANCIAL POSITION OF GSPL

PNGRB vide its tariff order dated 19.04.2024 has w.e.f. 1^st May
2024, revised GSPLs Gujarat High Pressure Gas Grid
transportation tariff to ' 18.10/MMBTU from earlier approved
tariff of ' 34 / MMBTU (as determined in 2018). "tte Company
has filed appeal against the said tariff order before the
appellate authority viz. APTEL, since the said tariff order
affects the right of GSPL as the Authorized Entity to recover the
capital expenditure and operational expenditure being incurred
by GSPL and obtain the stipulated reasonable rate of return
thereto.