Submission of Report of Audit Committee and Independent Directors of Gujarat Energy Limited - Distribution of Cash Consideration to Shareholders eligible for Fractional Entitlements pursuant ....

GEL/SEC/2026/1601 11th August, 2026 BSE Limited, National Stock Exchange of India Ltd, Phiroze Jeejeebhoy Tower, Exchange Plaza, 5th Floor, Plot No. C/1, G Dalal Street, Mumbai Block, Bandra Kurla Complex, Bandra (East), Mumbai Company Code: BSE - 539336 Company Code: NSE - GUJENERGY Sub: Submission of Report of Audit Committee and Independent Directors of Gujarat Energy Limited (Erstwhile Gujarat Gas Limited) (“the Company”) certifying that the Company has compensated the Shareholders eligible for Fractional Entitlements pursuant to Composite Scheme of Amalgamation and Arrangement. Ref: 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")(collectively “Transferor Companies”), Gujarat Gas Limited (“Now Gujarat Energy Limited”) ("GEL"/ "Transferee Company"/ "Demerged Company"/ “Company”) and GSPL Transmission Limited ("GTL"/ "Resulting Company") and their respective shareholders under sections 230 to 232 and other applicable provisions of the Companies Act, 2013 and rules made thereunder (“the Scheme”) as sanctioned by Hon’ble Ministry of Corporate Affairs, New Delhi (“MCA”) vide its Order dated April 8, 2026 received on April 17, 2026 Dear Sir/Madam, In accordance with the provisions of Para D of Part – I of SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023, please find enclosed herewith the Reports of Audit Committee and Independent Directors of the Company certifying that the Company has compensated the shareholders of Gujarat State Petroleum Corporation Limited and Gujarat State Petronet Limited who were eligible for fractional shares of the Company pursuant to the Scheme in accordance with Clause 12.5 and 28.4 of the Scheme. You are requested to take the above on your records. Thanking you, For Gujarat Energy Limited Sandeep Dave Company Secretary GUJARAT ENERGY LIMITED (Erstwhile Gujarat Gas Limited) Corporate Office: Office No. 4 & 5, Ground Floor, IT Tower -2, Infocity, Gandhinagar – 382009 Gujarat Registered Office: Gujarat Energy Bhavan, Behind Udyog Bhavan, Sector- 11, Gandhinagar, Gujarat – 382010 Tel.: +91-79-66701001 Website: www.gujarat-energy.com, CIN: L40200GJ2012SGC069118 GUJARAT ENERGY Report of the Committee of Independent Directors of Gujarat Energy Limited (Erstwhile Gujarat Gas Limited,) at its Meeting held on 10th August, 2026 certifying that the Company has compensated the Shareholders eligible for Fractional Entitlements pursuant to 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',! "Company") and GSPL Transmission Limited ("GTL',! "Resulting Company") and their respective shareholders under sections 230 to 232 and other applicable provisions of the Companies Act, 2013 and Rules made thereunder Members' Present: 1 Shri Bhadresh Mehta Independent Director - Chairman of the Meeting (Attended through VC from Ahmedabad) 2 Shri Balwant Singh, lAS (Retd.) Independent Director 3 Dr. Rekha Jain Independent Director 4 Prof. Yo gesh Singh Independent Director (Attended through VC from Delhi) 1. Background A Meeting of the Committee of Independent Directors of the Company was held on 10th August, 2026 to consider and certify that the Company has compensated the Shareholders of Gujarat State Petroleum Corporation Limited ("GSPC"/ "Transferor Company 1") and GujaratState Petronet Limited ("GSPL"/ "Transferor Company 2"), who were eligible for Fractional Shares of the Company pursuant to the Composite Scheme of Amalgamation and Arrangement amongst Gujarat State Petroleum Corporation Limited ("GSPC"/ "Transferor Company 1"), Gujarat State Perronet 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"/ "Company") and GSPL Transmission Limited ("GTL"/ "Resulting Company") and their respective shareholders under sections 230 to 232 and other applicable provisions of the Companies Act, 2013 and Rules made thereunder ("the Scheme"). The Report of the Committee of Independent Directors is made in order to comply with the requirement of the SEBI Master Circular on (i) Scheme of Arrangement by Listed Entities bearing reference number SEBI/HO/CFD/POD-2/P /CIR/2023/93 dated 20th June, 2023 (the "SEBI Master Circular"). GUJARAT ENERGY LIMITED (Erstwhile Gujarat Gas Limited) Corporate Office: Office No.4 & 5, Ground Floor,lT Tower-2,lnfocity Gandhinagar-382009, Gujarat,lndia. Tel.: +91-79-26737400,26737500 Registered Office: Gujarat Energy Bhavan, Behind Udyog Bhavan, Sector-11, Gandhinagar, Gujarat - 382010. Tel.: +91-79-66701001 Website: www.gujarat-energy.com CIN: L40200GJ2012SGC069118 2. Share Entitlement Ratio and Fractional Share Allotment Pursuant to the Scheme being effective on 1st May, 2026, and Clause 12 and 28 of the sanctioned Scheme, 62,27,14,719 (Sixty Two Crares Twenty Seven Lacs Fourteen Thousand Seven Hundred and Nineteen) Equity Shares of INR 2/ each (Indian Rupee Two only) of the Company were allotted on 16th May, 2026 to the shareholders of GSPC (i.e. 35,20,17,714 Equity Shares) and GSPL (i.e. 27,06,97,005 Equity Shares) whose names appeared on the respective Company's Register of Members as Beneficial Owners as at the close of business hours as on Tuesday, 12th May, 2026 being the Record Date, as per the list furnished by the Registrar & Share Transfer Agents of the respective companies, in the following Share Exchange Ratios: Tl Share Exchange Ratio -. "10 (Ten) fully paid Equity Shares of INR 2/ (Indian Rupee Two only) each of the Transferee Company for every 305 (three hundred and five) fully paid Equity Shares of INR 1/- (Indian Rupee One only) held by such shareholder in the Transferor Company I" T2 Share Exchange Ratio - "10 (ten) fully paid-up Equity Shares of INR 2/ (Indian Rupee Two only) each of the Transferee Company for every 13 (thirteen) fully paid Equity Share of INR 10/-(Indian Rupee Ten only) held by such shareholders in the Transferor Company 2" ll. While determining the allotment pursuant to the Scheme, certain shareholders became entitled to fractional entitlements. iii. In compliance with the requirement of the SEBI Master Circular and in accordance with the Scheme, the Company had appointed IDBI Trusteeship Services Limited as the Independent Trustee (the "Trustee"). iv. In accordance with Paragraph D of Part 1 of the SEBI Master Circular and in accordance with Clause 12.5 and 28.4 of the Scheme, all Fractional Shares were consolidated and aggregated fractions to the next whole number amounting to 98,334 (Ninety-Eight Thousand Three Hundred and Thirty-Four) Equity Shares of face value of INR 2/- each (Indian Rupee Two only) and allotted such consolidated Shares to the Trustee. 3. Treatment of Fractional Shares 1. The Company did not issue Fractional Shares, entitlements or rights to any eligible shareholder of GSPC and GSPL. Instead, in accordance with the SEBI Master Circular and the Scheme, consolidated Fractional Shares, aggregating to 98,334 (Ninety-Eight Thousand Three Hundred and Thirty-Four) Equity Shares of face value of INR 2/ - each (Indian Rupee Two only) were allotted directly to the Trustee, on the Allotment Date i.e. 16th May, 2026. ii. The Trustee held the consolidated fractional entitlements with all additions or accretions thereto in trust for the benefit of the Eligible Shareholders, their respective heirs, executors, administrators or successors for the specific purpose of selling the consolidated fr [Showing first 8,000 characters — download PDF for full document]