Gujarat Energy Limited has received a formal request from Gujarat State Energy Generation Limited (GSEG), one of its Promoters, seeking reclassification of its shareholding from "Promoter" to "Public Shareholder" category. The request was made via letter dated 3rd August, 2026 and is submitted in accordance with Regulation 31A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Background and Rationale

GSEG has been a Promoter of Gujarat Energy Limited since 2015 and currently holds 13,32,235 equity shares, representing 0.14% of the total paid-up equity share capital of the company. This reclassification request follows a Composite Scheme of Amalgamation and Arrangement among Gujarat State Petroleum Corporation Limited (GSPC), Gujarat State Petronet Limited (GSPL), GSPC Energy Limited, Gujarat Energy Limited, and GSPL Transmission Limited. The scheme became effective pursuant to the MCA Order dated 8th April, 2026 (received on 17th April, 2026), resulting in GSPC, GSPL and GSPC Energy Limited amalgamating with and into Gujarat Energy Limited with effect from 1st May, 2026.

As a result of this amalgamation, the equity shares of GSEG held by GSPC (64.50%) and GSPL (0.94%) were transferred to GEL. Consequently, GEL now holds 65.44% of the equity share capital of GSEG, making GSEG a subsidiary of GEL while it continues to be classified as a Promoter of GEL. This creates a complex corporate structure where GSEG functions both as a subsidiary and as a Promoter of GEL.

GSEG states that the proposed reclassification will simplify the corporate structure without resulting in any change to the shareholding pattern, voting rights, control, or management of Gujarat Energy Limited. GSEG confirms it is not involved in the management of the company, does not exercise any control over the affairs or decision-making processes, and does not enjoy any special rights through any formal or informal arrangements. GSEG is not represented on the Board of Directors of the company.

Undertakings and Compliance

GSEG has provided undertakings as required under Regulation 31A(3)(b) of SEBI Listing Regulations, confirming that:

  • Neither GSEG nor any related person holds more than ten percent of the total voting rights in GEL
  • Does not exercise control over the affairs of GEL directly or indirectly
  • Has no special rights with respect to GEL through formal or informal arrangements including shareholder agreements
  • Is not represented on the Board of Directors (including not having a Nominee Director) of GEL
  • Does not act as Key Managerial Personnel in GEL
  • Is not a 'wilful defaulter' as per RBI Guidelines
  • Is not a fugitive economic offender

GSEG undertakes to continue complying with conditions mentioned in sub-clauses (i), (ii) and (iii) of Regulation 31A(3)(b) at all times from the date of reclassification, and with conditions mentioned in sub-clauses (iv) and (v) for a period of not less than three years from the date of reclassification.

Approval Process

The reclassification request is subject to approval by the Board of Directors of Gujarat Energy Limited and the stock exchanges (BSE Limited and National Stock Exchange of India Limited) in terms of Regulation 31A of SEBI Listing Regulations. The company will take appropriate steps for the same in accordance with SEBI Listing Regulations.

This intimation is made in compliance with Regulation 31A(8)(a) of SEBI Listing Regulations. The financial impact of this reclassification is not quantified in the disclosure.