Gujarat Gas Limited Fixes Record Date for Share Allotment Under Composite Scheme of Amalgamation and Arrangement

Gujarat Gas Limited has fixed Tuesday, May 12, 2026 as the record date for determining the eligible shareholders of Gujarat State Petroleum Corporation Limited (GSPC) and Gujarat State Petronet Limited (GSPL) who will receive shares under the Composite Scheme of Amalgamation and Arrangement. The announcement was made pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, with newspaper advertisements published in Financial Express (English – all editions) and Gandhinagar Samachar (Gujarati edition) on May 10, 2026.

Scheme Background and Effective Date

The Hon'ble Ministry of Corporate Affairs, New Delhi, vide Final Order dated April 08, 2026, received by the company on April 17, 2026, sanctioned the Composite Scheme of Amalgamation and Arrangement. The scheme involves Gujarat State Petroleum Corporation Limited (GSPC), Gujarat State Petronet Limited (GSPL), GSPC Energy Limited (GEL), Gujarat Gas Limited (GGL), and GSPL Transmission Limited (GTL), along with their respective shareholders. The scheme encompasses two key corporate actions:

Amalgamation: Merger of GSPC, GSPL, and GEL into and with GGL as per Part III, IV, and V of the Scheme

Demerger: Demerger of the Gas Transmission Business Undertaking from GGL into GTL (the Resulting Company) as per Part VI of the Scheme

In terms of Clause 1.14 read with Clause 70 of the Scheme of Arrangement, the Effective Date is May 01, 2026, being the date of filing of the certified copy of the Order along with a copy of the Composite Scheme of Arrangement in e-Form INC-28 with the Registrar of Companies, Ahmedabad. Pursuant to the scheme, GSPC, GSPL, and GEL stand dissolved without winding up and have been amalgamated with GGL, while the Gas Transmission Business Undertaking stands demerged into GTL.

Record Date and Share Exchange Ratio

The Board of Directors of GGL, in consultation with the Boards of GSPC and GSPL, has fixed Tuesday, May 12, 2026 as the Record Date (serving as both Record Date 1 and Record Date 2) for determining the shareholders of GSPC and GSPL entitled to receive GGL shares under the scheme. The share exchange ratios are as follows:

Shareholder Category: Exchange Ratio GSPC Shareholders: 10 (Ten) fully paid equity shares of INR 2/- each of GGL for every 305 (three hundred and five) fully paid equity shares of INR 1/- each held in GSPC GSPL Shareholders: 10 (Ten) fully paid-up equity shares of INR 2/- each of GGL for every 13 (thirteen) fully paid equity shares of INR 1/- each held in GSPL

Trading Suspension and Listing of New Shares

With effect from Tuesday, May 12, 2026 (i.e., at the close of trading hours on May 11, 2026), the ISIN of the equity shares of GSPC and GSPL shall be suspended, and trading in the equity shares of GSPL shall also be suspended. Accordingly, transfer of such equity shares will not be permitted in accordance with applicable regulatory requirements. The equity shares to be issued by GGL pursuant to the scheme shall be listed on the stock exchanges, subject to receipt of necessary approvals.

Dematerialisation Advisory

Gujarat Gas Limited has urged shareholders of GSPL and GGL to complete the dematerialisation of their existing physical shareholdings prior to the respective record dates. Shareholders who have not dematerialised their physical holdings before the record dates will have the new shares issued pursuant to the share exchange ratio transferred to the Demat Suspense Escrow Account. Such shares will be credited to the shareholder's name only upon submission of demat account details and other requisite documents.

Gujarat Gas Limited has officially confirmed that the GSPC Group's Composite Scheme of Arrangement became effective on May 1, 2026, following the filing of e-Form INC-28 with the Registrar of Companies, Ahmedabad. The scheme involves the amalgamation of Gujarat State Petroleum Corporation (GSPC), Gujarat State Petronet Limited (GSPL), and GSPC Energy Limited into Gujarat Gas Limited, alongside the demerger of the gas transmission business into GSPL Transmission Limited (GTL).

Official Regulatory Filing and Compliance

The company has fulfilled all regulatory requirements under Regulation 30 of SEBI Listing Obligations and Disclosure Requirements Regulations, 2015. All companies involved in the composite scheme filed certified copies of the MCA Order along with the scheme documentation through e-Form INC-28 on the effective date. The scheme was sanctioned by the Ministry of Corporate Affairs on April 17, 2026, and received shareholder approval with overwhelming majority support in October 2025.

Parameter: Details Effective Date: May 1, 2026 MCA Sanction Date: April 17, 2026 Record Date: May 12, 2026 Filing Authority: Registrar of Companies, Ahmedabad Form Filed: e-Form INC-28

Corporate Restructuring Framework

Under the approved scheme, three transferor companies have been dissolved without winding up and amalgamated with Gujarat Gas Limited. The Gas Transmission Business Undertaking has been demerged into GSPL Transmission Limited as the resulting company. This restructuring creates a streamlined group holding structure within the GSPC Group while ensuring compliance with regulatory requirements for gas transmission business independence.

Company Role: Entity Name Transferor Company 1: Gujarat State Petroleum Corporation Limited Transferor Company 2: Gujarat State Petronet Limited Transferor Company 3: GSPC Energy Limited Transferee Company: Gujarat Gas Limited Resulting Company: GSPL Transmission Limited

Share Exchange and Allotment Details

Gujarat Gas will issue an aggregate of 62,27,14,719 equity shares of ₹2 each to shareholders of GSPC and GSPL. The Record Date for share allotment has been fixed as May 12, 2026, as approved by the board of directors during their meeting on April 29, 2026. GSPC shareholders will receive 10 equity shares of GGL for every 305 equity shares held, while GSPL shareholders will receive 10 equity shares of GGL for every 13 equity shares held.

Beneficiary: Shares to be Issued Exchange Ratio GSPC Shareholders: 35,20,17,714 10 shares of ₹2 each for every 305 shares of ₹1 each GSPL Shareholders: 27,06,97,005 10 shares of ₹2 each for every 13 shares of ₹10 each Total Shares: 62,27,14,719 -

Business Transformation and Strategic Vision

With the scheme implementation, GGL transforms into a strengthened integrated energy company encompassing Gas Trading, Exploration & Production, and Wind Power Generation businesses alongside its core City Gas Distribution operations. The company will maintain investments in diversified energy businesses including gas-based power generation, LNG Terminal operations, and information technology services. Given the expanded business scope, Gujarat Gas Limited will be renamed Gujarat Energy Limited.

Simultaneously, GTL will operate as a pure-play gas transmission entity with approximately 2800 KMs of gas pipeline network in Gujarat and investments in cross-country pipelines. The Government of Gujarat will hold approximately 38.80% direct shareholding, with total GoG-controlled entities maintaining around 56% holding in both listed entities, while public shareholders will hold the remaining stake.

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