Gujarat Gas Ltd

AGM resolutions

• Adopted Audited Standalone & Consolidated Financial Statements for year ended 31 March 2026.
• Dividend for FY2025-26: Rs 8.90 per share; total Rs 835.02 crore.
• Re-appointed Dr. T. Natarajan, IAS (DIN: 00396367) as Director, liable to retire by rotation.
• Authorized Board to fix remuneration of Statutory Auditors for FY2026-27.
• Ratified Cost Auditor remuneration for FY2026-27: Rs 1,40,000 plus taxes and out-of-pocket expenses.

GSPL Transmission listing & scheme details

• Final listing and trading approvals from BSE and NSE received on 28 September 2026.
• Equity shares allotted under Scheme: 31,27,43,617 shares of Rs 10 each.
• Trading will commence on 30 September 2026.
• Post-arrangement paid-up equity capital: Rs 3,12,74,36,170.
• Appointed date: 1 April 2025; Effective date: 1 May 2026; Allotment date: 8 July 2026.
• Record date fixed as 2 July 2026 for effecting the Scheme.
• Demerger of gas transmission business from Gujarat Energy Limited into GSPL Transmission Limited.
• Scrip GSPLTRANS to be listed on BSE/NSE; ISIN INE1TUG01013.

Meeting Details

• Date: 5 November 2026; time and venue not disclosed.

Key Agenda Items

• Consider and approve standalone and consolidated unaudited financial results for quarter and half year ended 30 September 2026.

Other Notes

• Trading window closure from 1 October 2026 to 7 November 2026.

Distribution of sale proceeds

• Distribution of sale proceeds completed on 7 August 2026 to eligible shareholders.
• 2714719 crore equity shares of INR 2 allotted on 16 May 2026 under the Scheme.
• Share exchange ratios: 10 new for 305 old (GSPC); 10 new for 13 old (GSPL).
• Independent Trustee IDBI Trusteeship Services Limited appointed; fractional entitlements consolidated.
• Trustee sold consolidated fractional shares on 20 July 2026; net sale proceeds transferred to Gujarat Energy.
• Proceeds distributed in proportion to fractional entitlements; deductions for expenses and TDS apply.
• Tax at source (TDS) applicable; certificate issued per statutory timelines.
• Scheme became effective on 1 May 2026; MCA order dated 8 April 2026.
• Registrar & Transfer Agent: M/s KFin Technologies Limited; inquiries via listed contacts.
• No governance changes disclosed.

AGM details

• AGM date/time: 29 September 2026 at 3:00 PM via VC/OAVM.
• Remote e-voting: 25 Sep 2026 09:00 IST to 28 Sep 2026 17:00 IST.
• Record date for dividend payment: 11 September 2026.
• Cut-off date for voting eligibility: 22 September 2026.

Dividend timing

• Dividend for FY 2025-26 may be declared at AGM; payout by 28 Oct 2026.

Notice distribution

• Notice and Annual Report will be sent electronically to registered email addresses.

Rating action

• CARE reaffirmed GEL's long-term/short-term bank facilities at CARE AAA; Stable / CARE A1+.
• Facility size: ₹12,836 crore (fund-based/non-fund-based).
• Scheme completion: merger with GSPC/GSPL/GSENLI; demerger of transmission; renamed GEL (May 1, 2026).

Instruments & ratings

• Instrument: Fund-based/Non-fund-based LT/ST bank facilities; Regulator RBI; Rating: CARE AAA; Stable / CARE A1+.

Rationale & drivers

• Integrated presence across CGD, gas trading, power, E&P, and regasification; strong market position.
• FY26 revenue ₹23,614 crore; PBILDT ₹3,087 crore; PAT ₹1,678 crore.
• Net debt negative; cash ₹6,393 crore; total debt ₹3,243 crore; liquidity robust.
• GoG stake 55.96%; diversified gas sourcing; dominant CGD/gas trading position.
• TD/EBITDA ~1.0x; annual capex ₹1,000-1,100 crore funded by internal accruals.
• Gas-price/regulatory risks; pass-through ability and MWP risk.

Outlook & changes

• Outlook: Stable.
• Scheme completion details: merger completed May 1, 2026; GEL renamed.

Liquidity & governance

• Free cash ₹6,393 crore; undrawn limits ₹1,363 crore; gearing 0.17x.
• Board has four independent directors out of seven.

Rating sensitivities

• Negative factors: large debt-funded capex leading to Net debt/PBILDT >1x; regulatory developments; MWP delays/penalties.

Dividend and TDS update

• Board recommended a dividend of Rs 8.90 per equity share for FY ended 31 March 2026.
• Dividend payable subject to shareholders' approval at the upcoming AGM.
• Company to withhold tax at source on dividend under IT Act 2025.
• Shareholders must update PAN, category, residency, and email before record date.
• Two-day post-record-date deadline to submit required forms via KFin/online form.
• Resident TDS typically 10%; NIL with Form 121 in select cases.
• Non-residents: 20% or treaty-rate with documentation.
• Declaration under IT Rules 2026 Rule 203 required two days post record date.