Date: 5th September, 2026

Scheme Background

The Hon'ble Ministry of Corporate Affairs sanctioned the Composite Scheme of Amalgamation and Arrangement amongst 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 Gas Limited (now Gujarat Energy Limited) (GEL/Transferee Company/Demerged Company), and GSPL Transmission Limited (GTL/Resulting Company) and their respective shareholders vide Order dated 8th April 2026, received by the Company on 17th April 2026.

The Scheme came into effect on 1st May 2026 (Effective Date) being the date of filing of e-Form INC-28.

Demerger Details

The Scheme provided for demerger, transfer and vesting of the Gas Transmission Business Undertaking from GEL into GTL on a going concern basis. GTL issued and allotted 31,27,43,617 Equity shares of INR 10 each to the shareholders of GEL whose names were recorded in the Register of Members of GEL or in the Register of Beneficial Owners maintained by the Depositories as on the Record Date 3 (2nd July 2026).

Share Entitlement Ratio

The allotment was made in the ratio of 1 (One) fully paid-up equity share of INR 10 each of GTL for every 3 (three) fully paid equity share of INR 2 each held by shareholders in GEL.

Cost Apportionment Mechanism

Shareholders must apportion their total cost of acquisition of Equity Shares of GEL acquired prior to Record Date 3 (2nd July 2026) as follows:

  • Gujarat Energy Limited (Erstwhile Gujarat Gas Limited): 70.66% of total cost
  • GSPL Transmission Limited: 29.34% of total cost

Example Calculation

If 900 Equity Shares of GEL were purchased at INR 400 per share prior to Record Date 3, total cost would be INR 3,60,000. Based on Share Entitlement Ratio, 300 shares of GTL would be allotted. The cost would be apportioned as:

  • GEL shares: INR 2,54,376 (70.66% of INR 3,60,000) for 900 shares
  • GTL shares: INR 1,05,624 (29.34% of INR 3,60,000) for 300 shares

Basis of Apportionment

The 70.66%/29.34% ratio was determined with reference to the net worth of the Company and the net assets of the Gas Transmission Business Undertaking as at the Appointed Date of the Demerger (1st April 2025), in accordance with Section 73 of the Income-tax Act, 2025 (corresponding to Sections 49(2C) and 49(2D) of the Income-tax Act, 1961).

Tax Implications

As per Section 70(1)(K) of the Income-tax Act, 2025 (corresponding to Section 47(vid) of the Income-tax Act, 1961), the issuance of Equity Shares by GTL pursuant to the Scheme will not be regarded as transfer and hence not taxable.

As per Section 2(101)(c)(B)(III) of the Income-tax Act, 2025 (corresponding to Explanation 1(i)(g) to Section 2(42A) of the Income-tax Act, 1961), the date of acquisition of GTL Equity Shares will be deemed to be the date of acquisition of the original GEL Equity Shares.

Disclaimer

The communication is for general guidance only and not a substitute for independent tax opinion. Shareholders should consult their own tax advisors. The Company takes no responsibility for the guidance provided.