Gujarat Energy Limited has completed the distribution of net proceeds from the sale of consolidated fractional shares arising from its recent composite scheme of amalgamation. The company distributed ₹26,608,068.19 to eligible shareholders of Gujarat State Petroleum Corporation Limited (GSPC) and Gujarat State Petronet Limited (GSPL) on August 7, 2026, marking the final step in settling fractional entitlements under the arrangement.

The settlement follows the sanction of the Composite Scheme of Amalgamation and Arrangement by the Ministry of Corporate Affairs (MCA) on April 8, 2026, received by the company on April 17, 2026. The scheme involved GSPC, Gujarat State Petronet Limited (GSPL), GSPC Energy Limited, Gujarat Gas Limited (now Gujarat Energy Limited), and GSPL Transmission Limited under Sections 230 to 232 of the Companies Act, 2013. The Committee of Independent Directors and the Audit Committee certified the compensation process in meetings held on August 10, 2026, and August 11, 2026, respectively, ensuring compliance with Paragraph D of Part I of the SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023.

Share Allotment and Fractional Consolidation

The scheme became effective on May 1, 2026. On May 16, 2026, the company allotted 62,27,14,719 equity shares of ₹2 each to shareholders of GSPC and GSPL who were on the register as of the record date, May 12, 2026. The allotment followed specific share exchange ratios: 10 shares of Gujarat Energy for every 305 shares of GSPC (₹1 face value) and 10 shares of Gujarat Energy for every 13 shares of GSPL (₹10 face value).

As certain shareholders became entitled to fractional shares, the company did not issue fractional certificates. Instead, it consolidated these fractions into whole numbers, resulting in 98,334 equity shares of ₹2 face value each. These consolidated shares were allotted directly to IDBI Trusteeship Services Limited, appointed as the Independent Trustee, on the allotment date.

Sale and Distribution of Proceeds

The Trustee was mandated to sell the consolidated fractional entitlements in the market within 90 days of the allotment date. The Trustee executed the sale on July 20, 2026. The financial details of the transaction are as follows:

The Trustee transferred the net sale proceeds to the company after deducting applicable expenses and charges. The company then distributed these funds to eligible shareholders in proportion to their fractional entitlements, after deducting applicable TDS where necessary. The Audit Committee, chaired by Balwant Singh, IAS (Retd.), and the Committee of Independent Directors, chaired by Bhadresh Mehta, confirmed that all distributions adhered to Clause 12.5 and 28.4 of the Scheme.

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.