Gujarat Energy completes restructuring as GTL shares list

Gujarat Energy Limited completed its amalgamation-led restructuring when 31.27 crore GSPL Transmission Limited shares began trading on 30 September 2026, following the transfer of its Gas Transmission Business Undertaking. The scheme became effective on 1 May 2026, while the demerger was appointed from 1 April 2025.

What restructuring did Gujarat Energy complete?

Gujarat Energy completed a Composite Scheme of Amalgamation and Arrangement that combined Gujarat State Petroleum Corporation Limited, Gujarat State Petronet Limited and GSPC Energy Limited with Gujarat Energy, followed by the demerger of the Gas Transmission Business Undertaking into GSPL Transmission. The Ministry of Corporate Affairs sanctioned the scheme through its final order dated 8 April 2026, which Gujarat Energy received on 17 April 2026.

The amalgamation had an appointed date of 1 April 2024, whereas the gas-transmission demerger had an appointed date of 1 April 2025. The scheme became effective on 1 May 2026 when the certified order and scheme were filed with the Registrar of Companies, Ahmedabad. Gujarat Energy changed its name from Gujarat Gas Limited to Gujarat Energy Limited on 14 May 2026 after receiving Registrar of Companies approval.

The filing says the transmission undertaking was transferred to GSPL Transmission as a going concern. Gujarat Energy’s continuing disclosed reportable operations comprise exploration and production, gas trading, power generation, city gas distribution and regasification. Gas transmission is not separately presented as a continuing operating segment in the half-year segment results ended 30 September 2026.

How did Gujarat Energy account for the amalgamation?

Gujarat Energy accounted for the amalgamation as a business combination of entities under common control, using the pooling-of-interest method under Appendix C of Indian Accounting Standard 103, or Ind AS 103. It recorded the transferor companies’ assets, liabilities and reserves at their carrying values and cancelled intercompany balances and investment values.

The accounting was applied from 1 April 2024, the first day of the earlier comparative period presented. Gujarat Energy recognised a capital reserve on business combination within other equity, with the difference between the book value of assets, liabilities and reserves taken over and the new shares to be issued amounting to Rs 2,427.68 crore.

The amalgamation also changed comparative financial information. For the half year ended 30 September 2025, total income was restated to Rs 12,475.41 crore from Rs 8,174.95 crore, while profit after tax was restated to Rs 935.62 crore from Rs 607.45 crore. Profit before tax for that period was restated to Rs 1,275.44 crore from Rs 817.47 crore.

Cash-flow figures were also restated for the half year ended 30 September 2025. Net cash generated from operating activities rose to Rs 1,595.11 crore from the previously reported Rs 1,020.67 crore, while financing cash used was restated to Rs 348.69 crore from Rs 49.97 crore. Investing cash used changed to Rs 963.27 crore from Rs 952.51 crore.

What shares did Gujarat Energy issue in the amalgamation?

Gujarat Energy was to issue 62.27 crore equity shares with a face value of Rs 2 each to transferor-company shareholders under the scheme. The disclosed issue comprised 35.20 crore shares for shareholders of Gujarat State Petroleum Corporation Limited and 27.07 crore shares for shareholders of Gujarat State Petronet Limited.

The filing says Gujarat Energy’s board approved the allotment of 62.27 crore equity shares on 16 May 2025 to shareholders whose names were recorded on the 12 May 2026 record date. These shares were the consideration mechanism specified for the transfer of the transferor companies’ assets and liabilities into Gujarat Energy from the amalgamation appointed date of 1 April 2024.

This share issue was separate from the distribution of GSPL Transmission shares after the demerger. The Gujarat Energy shares related to bringing the three transferor companies into Gujarat Energy, whereas GSPL Transmission shares were allotted to Gujarat Energy shareholders after the gas-transmission undertaking was separated.

How did the gas-transmission demerger affect Gujarat Energy?

Gujarat Energy transferred the Gas Transmission Business Undertaking’s assets, liabilities and reserves to GSPL Transmission at their respective book values from 1 April 2025. Gujarat Energy therefore derecognised the carrying values associated with that undertaking from the demerger appointed date.

The difference between the carrying values of the transferred assets, liabilities and reserves was Rs 6,399.98 crore. Gujarat Energy recognised that difference in retained earnings as of 1 April 2025, as specified in the scheme. The filing does not disclose a standalone asset, liability, revenue or profit figure for the transferred undertaking.

For context, Gujarat Energy’s consolidated revenue after inter-segment eliminations rose to Rs 19,628.71 crore in the half year ended 30 September 2026 from restated revenue of Rs 12,217.93 crore a year earlier. Profit after tax rose to Rs 1,497.17 crore from Rs 935.62 crore, but these consolidated figures cover the company’s disclosed continuing segments rather than a separately reported gas-transmission business.

When did GSPL Transmission shares begin trading?

GSPL Transmission allotted 31.27 crore fully paid equity shares with a face value of Rs 10 each on 8 July 2026 to Gujarat Energy shareholders recorded on 2 July 2026. The distribution ratio was one GSPL Transmission equity share for every three Gujarat Energy equity shares held.

BSE Limited and National Stock Exchange of India Limited granted final listing and trading approval on 28 September 2026. GSPL Transmission shares were listed and admitted for trading from 30 September 2026, completing the listed-share distribution step after the scheme became effective on 1 May 2026.

Gujarat Energy also disclosed an unfinished post-merger integration task. It is harmonising employee compensation, leave, retirement benefits and other human-resources policies following the merger. The company said any financial impact is being evaluated and will be recognised under applicable accounting standards when the related obligations become measurable and ascertainable.

Conclusion

Gujarat Energy’s restructuring combined three transferor companies into the renamed Gujarat Energy and subsequently separated its gas-transmission undertaking into GSPL Transmission. The disclosed shareholder outcomes were the planned issue of 62.27 crore Gujarat Energy shares to transferor-company shareholders and the allotment of 31.27 crore GSPL Transmission shares to Gujarat Energy shareholders, which began trading on 30 September 2026.

The next disclosed matter to watch is Gujarat Energy’s assessment of obligations arising from the alignment of employee compensation, leave, retirement benefits and other human-resources policies. The company has not quantified the potential impact and says recognition will follow when those obligations are measurable and ascertainable.