GAIL (India) Limited — Capital/Financing Update 2021

Jan 15, 2021

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GAIL BHAWAN, 16 BHIKAIJI CAMA PLACE NEW DELHl-110066, INDIA i:i,'r;cr/ PHONE: +911126182955 �/FAX: +911126185941 �--tJc;r/E-mail: info@gail.co.in

ND/GAIL/SECTT /2021

January 15, 2021

The Manager	The Manager
Listing Department	Department of Corporate Services
National Stock Exchange of India Limited	BSE Limited
Exchange Plaza, C-1,Block G,	25th Floor, Phiroze Jeejeebhoy Towers
Bandra Kurla Complex,	Dalal Street
Bandra East, Mumbai -400051,	Mumbai -400 001,
Maharashtra	Maharashtra
NSE Code: GAIL (EQ)	BSE Code: 532155

Dear Sir,

Subject: Outcome of the meeting of board of directors ("Board of Directors"/ "Board") of GAIL (India) Limited (the "Company") held on 15th January, 2021

In continuation to our prior intimation of Board meeting letter dated 1 1th January, 2021 and in terms of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, ("Listing Regulations") please note that the Board of Directors of the Company in their meeting held on 15th January , 2021 has inter-alia approved the following:

1. Buyback of the fully paid up equity shares of the Company of face value of Rs. 10/ each

Buyback of not exceeding 6,97,56,641 (Six Crores Ninety Seven Lakhs Fifty Six Thousand Six Hundred Forty one) fully paid-up equity shares of face value of Rs. 10 each (representing 1.55 % of the total number of fully paid-up equity shares in the paid-up share capital of the Company) at a price of Rs. 150 (Rupees one Hundred Fifty Only) per equity share (the "Buy Back Offer Price") payable in cash for an aggregate consideration not exceeding Rs. 1046.35 crores (Rupees One Thousand Forty Six crores Thirty Five Lakhs only) (the "Buyback Offer Size") representing 2.50 % and 2.26 % of the aggregate of the fully paid-up equity share capital and free reserves as per the audited standalone and consolidated financial statements of the Company, respectively, for the financial year ended March 31, 2020 (the last audited standalone and consolidated financial statements available as on the date of Board meeting recommending the proposal of the Buyback) and is within the statutory limits of 10% (Ten Percent) of the aggregate of the fully paid-up equity share capital and free reserves under the Board of Directors approval route as per the provisions of the Companies Act, 2013 from all the equity shareholders of the Company, as on the record date, on a

x11�/CIN L40200DL1984GOl018976 www.gailonline.com

proportionate basis through a Tender Offer route in accordance the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended (the "Buyback Regulations") (hereinafter referred to as the "Buyback"), subject to all other applicable statutory approvals. The Buyback Offer Size does not include any expenses incurred or to be incurred for the Buyback like filing fees payable to the Securities and Exchange Board of India, advisors fees, public announcement publication expenses, printing, dispatch expenses, applicable taxes inter alia including buyback taxes, securities transaction tax, goods and services tax, stamp duty and other incidental and related expenses.

The public announcement setting out the process, timelines and other requisite details will be released in due course in accordance with the Buyback Regulations.

The pre-buyback shareholding pattern of the Company as per latest Beneficiary Position dated 08.01.2021 is enclosed as Annexure A to this letter.

· 2. Declaration of Interim Dividend on the Equity Shares of the Company for the financial year 2020-21

The Board of Directors of the Company has approved payment of Interim Dividend for the FY 2020-21 @ 25% (Rs. 2.50 per equity share) on the paid-up equity share capital of the Company.

3. Record Date for Buyback of shares and Interim Dividend

Pursuant to Regulation 42(2) of the Listing Regulations, it is further notified that the Company has fixed 28th January, 2021(Thursday) as the record date for the purpose of the eligibility of shareholders for Buyback of equity shares well as for payment of Interim Dividend FY 2020-21.

The Board Meeting commenced at 11 :00 a.m. and concluded at O 1:30 p.m.

You are requested to please take a note of the same.

Thanking you,

Yours faithfully,

For GAIL (India) Limited

(A.K. Jha) Company Secretary

AnnexureA

Shareholding Pattern of GAIL as on 08.01.2021

	Promoter and Promoter
1	Grou
	Indian:
	aPresident of India	1	2334449987	51.7600
	bForei
2	Public
	Mutual Funds	166	440655839	9.7703
	Alternative InvestmentFunds
	Foreign Portfolio	6	535736	0.0119
	Investors (Including
	FIIs	615	710036280	15.7431
	Financial Institutions I
	Banks	10	3133971	0.0695
	Insurance Com anies	88	449941904	9.9762
	Individuals	458406	142308876	3.1553
	Hindu Undivided Family
	Non Resident Indian	8179	7106741	0.1576
	NBFCs registered with
	RBI	4	20684	0.0005
	Clear
	Otherate	1797	17784030	0.3943
	Forei
	Central Government/
	State Government s	8	372936443	8.2688
	Trusts	38	245443	0.0054
	Sub Total (2)
	Non Promoter -Non
3	Public	1	30985932	0.6870
	Sub Total
		469319	4510141866	100.0000