Reference to Scheme

The disclosure references the Composite Scheme of Amalgamation and Arrangement among Gujarat State Petroleum Corporation Limited (GSPC/Transferor Company 1), Gujarat State Petronet Limited (GSPL/Transferor Company 2), GSPC Energy Limited (GSPC Energy/Transferor Company 3), Gujarat Energy Limited (formerly Gujarat Gas Limited, GEL/Transferee Company/Demerged Company), and GSPL Transmission Limited (GTL/Resulting Company/Company). The scheme was sanctioned by the Ministry of Corporate Affairs vide Order dated April 8, 2026, received on April 17, 2026, under Sections 230-232 of the Companies Act, 2013.

Share Entitlement Details

Pursuant to the scheme becoming effective on May 1, 2026, and Clause 58 of the sanctioned scheme:

  • 31,27,43,617 equity shares of ₹10 each were allotted on July 8, 2026, to shareholders of GEL
  • Record Date: July 2, 2026
  • Share Entitlement Ratio: 1 fully paid-up equity share of ₹10 each of GTL for every 3 fully paid equity shares of ₹2 each held in GEL

Fractional Share Treatment

  • Certain shareholders became entitled to fractional entitlements
  • Company appointed IDBI Trusteeship Services Limited as Independent Trustee
  • Consolidated fractional shares aggregated to next whole number: 1,13,404 equity shares of ₹10 each allotted to trustee for GTL fractional entitlements
  • Additional 32,778 equity shares of ₹10 each allotted to trustee for consolidation of fractional equity shares of GEL
  • Total fractional shares allotted to trustee: 1,46,182 equity shares

Sale of Fractional Shares and Timeline Issues

  • Trustee required to sell consolidated fractional entitlements within 90 days from allotment date (July 8, 2026 to October 5, 2026)
  • Final listing and trading approval for GTL equity shares became effective only from September 30, 2026
  • Only three trading days available within 90-day period: September 30, October 1, and October 5, 2026
  • Owing to lower circuit filters, trustee could not sell entire quantity of 1,46,182 shares by October 5, 2026
  • GTL applied to SEBI for exemption from Para D of Part-I and extension of 90-day timeline on October 3, 2026, October 5, 2026, and October 8, 2026

Sale Execution Details

IDBI Trusteeship sold the entire 1,46,182 equity shares as follows:

  • October 1, 2026: 3,946 shares sold
  • October 7, 2026: 1,22,236 shares sold
  • October 8, 2026: 20,000 shares sold
  • Gross proceeds for October 1 sale: ₹1,71,49,105.18
  • Net proceeds distributable after expense deduction for October 1 sale: ₹1,71,37,815.18
  • Gross proceeds for October 7 and October 8 sales not quantified in disclosure

Dividend Distribution

  • GTL's 2nd Annual General Meeting held on September 29, 2026, approved dividend for FY 2025-26 @ 50% (₹5 per share) on equity shares of ₹10 each
  • Record Date for dividend: September 11, 2026
  • Trustee held 1,46,182 equity shares on record date
  • GTL paid dividend of ₹6,57,819 (net) to trustee on October 14, 2026

Compensation to Shareholders

  • Trustee transferred net sale proceeds after deducting expenses/charges and net dividend to company for distribution
  • Company completed distribution of sale proceeds and dividend to eligible shareholders on October 28, 2026
  • Distribution made in proportion to fractional entitlements after deducting applicable TDS

Pending Matter

  • GTL applied to SEBI for exemption/condonation of delay on October 16, 2026
  • Matter remains pending before SEBI