Outcome of the BM of GAIL (India) Ltd

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

In continuation to our prior intimation of  Board meeting letter dated 11^th 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 15^th 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 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 28^th 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.