The Board of Directors of Gujarat Energy Limited , formerly known as Gujarat Gas Limited, at its meeting held on Tuesday, 11th August, 2026, approved the reclassification of Gujarat State Energy Generation Limited (GSEG) from the category of 'Promoter' to 'Public Shareholder'. The decision was taken pursuant to a request received from GSEG, first intimated to the exchanges on 3rd August, 2026, and is subject to compliance with the requirements of Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations). The board meeting commenced at 3:00 P.M. and concluded at 4:45 P.M.

Background: Scheme of Arrangement and Change in Corporate Structure

The reclassification request stems from a significant change in the corporate structure of GSEG pursuant to a Scheme of Arrangement. Under the scheme, equity shares of GSEG that were earlier held by Gujarat State Petroleum Corporation Limited and Gujarat State Petronet Limited — representing approximately 64.50% and 0.94%, respectively, of GSEG's equity share capital — were transferred and vested to Gujarat Energy Limited. As a result, Gujarat Energy Limited now holds 65.45% of the equity share capital of GSEG, making GSEG its subsidiary.

Following this structural change, GSEG found itself in the dual position of functioning both as a Promoter of Gujarat Energy Limited (with a holding of 0.14% in its paid-up equity share capital) and as a subsidiary of Gujarat Energy Limited — a situation that prompted the reclassification request.

Key Details of the Reclassification

The following table summarises the key parameters of the reclassification as disclosed by the company:

Confirmations Provided by GSEG Under Regulation 31A

The board took note of confirmations provided by GSEG under Regulation 31A(3)(b) of the SEBI Listing Regulations, affirming that neither GSEG nor any person related to it:

• Together, holds more than 10% of the total voting rights in Gujarat Energy Limited
• Exercises control over the affairs of Gujarat Energy Limited, directly or indirectly
• Has any special rights with respect to Gujarat Energy Limited through formal or informal arrangements, including through any shareholder agreements
• Is represented on the Board of Directors of Gujarat Energy Limited, including not having a nominee director
• Acts as a Key Managerial Personnel in Gujarat Energy Limited
• Is a 'Wilful Defaulter' as per Reserve Bank of India guidelines
• Is a fugitive economic offender

GSEG also provided an undertaking that it shall comply with the requirements specified in Regulation 31A(4) of the SEBI Listing Regulations upon reclassification.

Shareholder Approval Not Required

Pursuant to Regulation 31A(3)(a)(vi) of the SEBI Listing Regulations, shareholder approval for the reclassification is not applicable in this case, as GSEG and persons related to it together do not hold more than one percent of the total voting rights in Gujarat Energy Limited.

Having reviewed all relevant confirmations and undertakings, the board was of the view that GSEG satisfies the conditions set out under Regulation 31A of the SEBI Listing Regulations and is accordingly eligible for reclassification from the 'Promoter and Promoter Group' category to the 'Public' category, subject to necessary approvals.

Gujarat Energy Limited shareholders approved a significant restructuring of its Board of Directors through a postal ballot process that concluded on August 2, 2026. The company, formerly known as Gujarat Gas Limited, secured the requisite majorities for all eight resolutions, including the appointment of Shri Manoj Kumar Das, IAS, as Director and Chairman, and Smt. Avantika Singh Aulakh, IAS, as Managing Director. These appointments mark a strategic refresh in governance as the energy firm continues its operational expansion under new leadership.

The voting was conducted under Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and Sections 108 and 110 of the Companies Act, 2013. Kiran Kumar Patel of M/s K.K. Patel & Associates served as the scrutinizer for the remote e-voting process facilitated by Central Depository Services (India) Limited (CDSL). The voting period ran from July 4, 2026, to August 2, 2026, with a record date of June 26, 2026. The scrutinizer’s report, dated August 3, 2026, confirmed that all ordinary and special resolutions were passed with the necessary majority.

The most prominent resolution involved the appointment of Manoj Kumar Das as Director and Chairman, liable to retire by rotation. This ordinary resolution received 95.25% of valid votes in favor. Similarly, Ashwini Kumar, IAS, was appointed as a Director liable to retire by rotation, securing 95.17% affirmative votes. Shareholders also approved the appointment of Avantika Singh Aulakh as Managing Director, along with her managerial remuneration, garnering 91.75% support. The promoter group, holding 365,379,930 shares, voted unanimously in favor of all resolutions.

The ballot also covered the re-appointment of three independent directors for a second term of three consecutive years: Prof. Yogesh Singh, Bhadresh Mehta, and Dr. Rekha Jain. Notably, resolutions regarding Balwant Singh, IAS (Retd.), and Dr. Rekha Jain included provisions for the continuation of their directorships beyond the age of 75 years. Balwant Singh’s continuation proposal received the highest support at 98.34%, while Dr. Jain’s received 97.26%.

What the Numbers Show

The voting patterns reveal a distinct divergence between institutional and non-institutional public shareholders. While the promoter group voted unanimously in favor of all eight resolutions, public institutional investors showed higher opposition rates, particularly on the appointment of the Managing Director and the re-appointment of Prof. Yogesh Singh. For instance, 23.13% of votes from public institutions were cast against Avantika Singh Aulakh’s appointment, compared to just 0.04% from non-institutional public shareholders. This suggests that while retail investors largely align with the promoter group’s agenda, institutional stakeholders exercised more scrutiny on executive leadership changes.