New Delhi: The Union Ministry of Corporate Affairs (MCA) has issued its final order approving the composite scheme of amalgamation and arrangement involving key energy entities of the Gujarat State Petroleum Corporation (GSPC) group.

The restructuring entails the amalgamation of Gujarat State Petroleum Corporation (GSPC), Gujarat State Petronet Limited (GSPL), and GSPC Energy Limited (GEL) into Gujarat Gas Limited (GGL). Simultaneously, the scheme provides for the demerger of the gas transmission business undertaking from GGL into a newly incorporated entity, GSPL Transmission Limited (GTL).

As part of the reorganisation, Gujarat Gas Limited will be renamed Gujarat Energy Limited. The consolidation aims to simplify the group’s holding structure, eliminate cross-holdings, and unlock shareholder value. The integration is expected to deliver enhanced operational scale, improved cash management, and stronger business synergies.

Amalgamation Share Exchange Ratios

Under the scheme, shareholders of the transferor companies will receive shares in GGL as per the following ratios:

• GSPC: Shareholders will receive 10 fully paid-up equity shares of GGL (₹2 each) for every 305 fully paid equity shares of GSPC (₹1 each) held on the record date.
• GSPL: Shareholders will receive 10 fully paid-up equity shares of GGL (₹2 each) for every 13 fully paid equity shares of GSPL (₹10 each) held on the record date.
• GEL: As GEL will be a wholly owned subsidiary of GGL at the time of the merger, no shares will be issued as consideration.

Demerger Share Entitlement

Following the amalgamation, the gas transmission business will be demerged into GSPL Transmission Limited (GTL).

• GGL Shareholders: Shareholders will receive 1 fully paid equity share of GTL (₹10 each) for every 3 fully paid equity shares of GGL (₹2 each) held on the record date.

The scheme fixes April 1, 2024, as the appointed date for the amalgamation and April 1, 2025, for the demerger. It has already received approvals from the Energy & Petrochemicals Department of the Government of Gujarat and from the requisite majority of equity shareholders at meetings held in October 2025.

All employees of the transferor companies will be transitioned to the new entity with continuity of service and protection of existing benefits.

The companies are required to file a certified copy of the MCA order with the Registrar of Companies within 30 days to complete the implementation. DeshGujarat