Dear Members,
Gujarat Energy Limited (Erstwhile Gujarat Gas Limited)
Your Directors have pleasure in presenting the 14th Annual Report and the Audited Financial Statements for the Financial Year ended on 31st March, 2026.
( in Crores)
| Particulars | Standalone Financials 12 Months ended 31/03/2026 | Standalone Financials 12 Months ended 31/03/2025 | Consolidated Financials 12 Months ended 31/03/2026 | Consolidated Financials 12 Months ended 31/02/2025 |
| A. Continuing Operations | ||||
| Revenue from Operations | 24,198.00 | 27,717.65 | 24,424.73 | 28,312.89 |
| Other income | 620.89 | 599.44 | 547.48 | 556.65 |
| Total income | 24,818.89 | 28,317.09 | 24,972.21 | 28,869.54 |
| Profit before interest, depreciation and tax | 3,705.90 | 2,814.39 | 3,449.69 | 3,168.74 |
| Less: Interest | 38.24 | 37.66 | 251.06 | 290.15 |
| Depreciation | 579.01 | 544.49 | 898.95 | 864.11 |
| Profit before tax | 3,088.65 | 2,232.24 | 2,299.68 | 2,014.48 |
| Add: Share of Profit from equity accounted investee | - | - | 141.26 | (2.01) |
| Less: Non-Controlling Interest | - | - | (341.33) | (135.90) |
| Profit/(Loss) Before Tax plus share of profit of associate | 3,088.65 | 2,232.24 | 2,782.27 | 2,148.37 |
| Tax expenses | 790.10 | (1,249.74) | 763.36 | (1,244.21) |
| Profit After Tax for the year from Continuing Operations | 2,298.55 | 3,481.98 | 2,018.91 | 3,392.58 |
| B. Profit After Tax from Discontinued Operations | - | 722.04 | - | 722.04 |
| Profit After Tax from Continuing and Discontinued Operations (A+B) | 2,298.55 | 4,204.02 | 2,018.91 | 4,114.62 |
| Other Comprehensive Income (after tax) (OCI): | ||||
| - Equity Instruments through OCI | (21.85) | (23.72) | (19.83) | (23.33) |
| - Remeasurements of post-employment benefit obligation, net of tax | 5.57 | 2.76 | 6.14 | 2.20 |
| - Share of Other comprehensive income of equity accounted investee | - | - | 0.03 | (0.39) |
| Less: Non-Controlling Interest | - | - | 0.22 | (0.17) |
| Total Comprehensive Income | 2,282.27 | 4,183.06 | 2,005.03 | 4,093.27 |
| RETAIN EARNINGS: | ||||
| Profit carried to retained earnings | 2,298.55 | 4,204.02 | 2,018.91 | 4,114.62 |
| Other Comprehensive Income carried to retained earnings | 5.57 | 2.76 | 5.95 | 1.98 |
| Add: Undistributed profit/(loss) of earlier years | 23,272.57 | 7,404.01 | 23,026.05 | 7,248.81 |
| Add: Reclassification of reserves on account of Scheme of Arrangement | 11,913.29 | - | 11,913.29 | - |
| Add: Other Reclassification Adjustment | 103.03 | - | 103.03 | - |
| Less: Impact on account of Scheme of Arrangement - Demerger | (6,399.98) | - | (6,257.51) | - |
| Balance available for Appropriation | 19,176.71 | 23,627.11 | 18,793.40 | 23,381.73 |
| Less: Appropriations: | ||||
| Transaction with Non-Controlling Interest | - | - | (269.21) | (1.14) |
| Equity dividend | (183.63) | (354.54) | (183.63) | (354.54) |
| Surplus / (Deficit) retained | 18,993.08 | 23,272.57 | 18,340.56 | 23,026.05 |
| Earnings per Share from Continuing & Discontinued Operations (Face value of 2 each) (Basic & Diluted) | 24.50 | 44.81 | 21.55 | 43.92 |
The Board of Directors of the Company at its Meeting held on 30th August, 2024, approved the Composite Scheme of Arrangement and Amalgamation amongst the Gujarat State Petroleum Corporation Limited (GSPC/ Transfer Company 1), Gujarat State Petronet Limited (GSPL/ Transfer Company 2), GSPC Energy Limited (GSPC Energy/ Transfer Company 3) (Transfer Company 1, Transfer Company 2 and Transfer Company 3, collectively referred to as the Transfer Companies), Gujarat Gas Limited (now Gujarat Energy Limited) (GEL/ Transferee Company/ Demerged Company) and GSPL Transmission Limited (GTL/ Resulting Company) and their respective shareholders (Scheme), on the terms and conditions as set out in the Scheme pursuant to the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder.
The Board had recommended following share exchange ratios on Amalgamation:
On Amalgamation of Transfer Company 1 with GEL: 10 (Ten) fully paid equity shares of ?2/- (Two only) each of the Transferee Company for every 305 (Three Hundred and Five) fully paid equity shares of ?1/- (One only) each held by the shareholders in the Transfer Company 1.
On Amalgamation of Transfer Company 2 with GEL: 10 (Ten) fully paid equity shares of ?2/- (Two only) each of the Transferee Company for every 13 (Thirteen) fully paid equity shares of ?10/- (Ten only) each held by the shareholders in the Transfer Company 2.
On Demerger of Gas Transmission Business Undertaking into GTL 1 (One) fully paid equity share of ?10/- (Ten only) each of the Resulting Company for every 3 (Three) fully paid equity shares of ?2/- (Two only) each held by the shareholders in the Demerged Company.
The Company had received the Observation Letters from Stock Exchanges viz. BSE Limited and the National Stock Exchange of India Limited conveying No Objection in terms of Regulation 37 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) to the proposed Scheme of Arrangement and Amalgamation.
The entities involved in the Scheme had filed Joint Company Application to Honble Ministry of Corporate Affairs, New Delhi (MCA) on 12th February, 2025. As per the directions of the Honble MCA vide its Order dated 10th September, 2025, the meeting of the Equity Shareholders of GSPC, GSPL and GEL was duly convened on 17th October, 2025 for considering and approving the Scheme. The Shareholders of respective Companies had approved the Scheme with requisite majority.
Subsequently, the entities involved in the Scheme had filed Joint Confirmation Petition on 4th November, 2025 seeking final approval to the Scheme. The Final hearing on the Scheme was held on 18th February, 2026 before the Honble MCA. Further, the Honble MCA, vide its Order dated 8th April, 2026 received by the Company on 17th April, 2026, sanctioned the Composite Scheme of Amalgamation and Arrangement.
The Scheme has been made effective from 1st May, 2026. Upon the Scheme becoming effective from 1st May, 2026, following has been achieved:
? GSPC, GSPL and GSPC Energy have been merged into Gujarat Energy Limited w.e.f. Amalgamation Appointed Date 1st April, 2024
? GSPC, GSPL and GSPC Energy have ceased to exist i.e., dissolved without being wound up w.e.f. 1st May, 2026 being Effective Date of the Scheme
? Gas Transmission Business Undertaking remains demerged into GSPL Transmission Limited w.e.f. Demerger Appointed Date 1st April, 2025
Pursuant to Clause 64 of the Scheme, the Company had applied for change of name of the Company from Gujarat Gas Limited to Gujarat Energy Limited with the Registrar of Companies, Ahmedabad. The Registrar of Companies, Ahmedabad has approved the change in name and issued new Certificate of Incorporation upon Change in Name on 14th May 2026. Thus, the name of the Company stands changed to Gujarat Energy Limited (GEL) with effect from 14th May 2026.
Pursuant to Scheme of Arrangement, the Board of Directors of GEL had fixed 12th May, 2026 as Record Date 1 and Record Date 2 to ascertain shareholders of GSPC and GSPL respectively to whom shares of Gujarat Energy Limited shall be issued and allotted in the Share Exchange prescribed under the Scheme.
The Board of Directors has further issued and allotted 62,27,14,719 (Sixty-Two Crores Twenty-Seven Lacs Fourteen Thousand Seven Hundred and Nineteen Only) Equity Shares of ?2/- each (Indian Rupee Two only) of the Company to the shareholders of GSPC (i.e. 35,20,17,714 Equity Shares) and GSPL (i.e. 27,06,97,005 Equity Shares) on 16th May, 2026.
The 62,27,14,719 Equity Shares issued and allotted were admitted for listing and trading on the Stock Exchanges w.e.f. 18th June, 2026. Accordingly, the Annual Report for Financial Year 2025-26 of the Company has been prepared as merged entity.
CNG volumes grew by 12% annually achieving highest volumes of 3.43 MMSCMD in FY 2025-26 on the back of investments in CNG station infrastructure coupled with favorable government policies. The Company achieved a total volume of 13.63 MMSCMD in FY 2025-26. During FY 2025-26, the Company has connected further - 1.52 lakhs homes through Piped Natural Gas; crossed 24.18 Lacs Domestic connections. During the year, the Company has commissioned 14 CNG stations, out of which 6 CNG stations are under FDODO scheme aggregating to 839 CNG stations. Total pipeline network spans - 45,250+ km across 6 States and 1 Union Territory. During the year, Company has invested 561 Crore in CGD infrastructure.
The Company holds participating interests in 12 Exploration & Production (E&P) blocks. The E&P portfolio comprises of 11 producing fields, with oil and gas production from assets located across onshore Gujarat and offshore basins.
The Company imported total 31 LNG Cargos in FY 2025-26. During FY 2025-26, the Companys Gas Trading segment recorded a traded gas volume of 10.19 MMSCMD, reflecting its robust sourcing capabilities and extensive supplier network.
The Company operates 123.9 MW of wind power capacity across 5 farms in Gujarat (Kutch-2, Porbandar-2, Rajkot-1), with 79 wind turbine generators under long-term PPAs. During FY 2025-26, the Company achieved a wind power Plant Load Factor (PLF) of 14.94%.
Gujarat Energy Limited (erstwhile Gujarat Gas Limited) is an integrated energy Company resulting from approval of a Composite Scheme of Amalgamation and Arrangement involving GSPC Group of Companies and now operates in following key business segments pursuant to implementation of Scheme of Arrangement:
i. City Gas Distribution (CGD) ii. Gas Trading iii. Exploration and Production iv. Wind Power
GEL continues to be Indias Largest City Gas Distribution (CGD) Company in terms of volume operating in 44 Districts spread across 6 States in India i.e., Gujarat, Maharashtra, Rajasthan, Haryana, Punjab & Madhya Pradesh and 1 Union territory of Dadra & Nagar Haveli. GEL has a successful track record of providing uninterrupted services for 3 decades through a network of more than 45,250 KMs. of Natural Gas pipeline. GEL operates 839 CNG stations and has connected more than 24.18 Lakh households, over 16,000 commercial customers and more than 4,460 industrial customers.
As one of Indias leading Natural Gas trading Companies, your Company play a pivotal role in ensuring gas supply availability across sectors and have established ourselves as the Largest Demand Aggregator in Gujarat.
The State of Gujarat has a robust Natural Gas Based Economy with Natural Gas making up approximately 25% of Gujarats energy mix (as per IEA India Gas Market Report - Outlook to 2030) compared to the national average of around 6-7%, thus making Gujarat the largest Natural Gas consuming State in India. Gujarat also houses approx. 62% of Indias LNG Terminal Capacity with operational LNG Receiving and Regasification Terminals at Dahej, Hazira, Mundra and Chhara (76% in terms of total capacity utilization as of January, 2026).
Your Companys gas trading portfolio is built on deep market expertise, strong supplier relationships, volumes linked to multiple indices and a customer-centric approach. With an extensive footprint across traditional and emerging gas users, apart from complementing captive demand arising from our City Gas Distribution Business, we ensure seamless sourcing and delivery of Natural Gas to various customers in key sectors such as power generation, fertilizers, refineries, City Gas Distribution, petrochemicals, and large industrial areas. Your Company has been successful in utilizing the regasification capacity reserved in the LNG receiving terminals in the State, and has imported over 475 cargoes independently at these terminals since 2009 as of March, 2026.
The Company offers end-to-end gas trading solutions through a diversified portfolio that includes Domestic Natural Gas sourced from Indian E&P Blocks, Imported LNG through long-term contracts and spot cargoes as well as sourcing of Natural Gas through energy trading platforms, such as India Gas Exchange. Our diversified and robust sourcing framework ensures supply reliability, competitive pricing, and risk mitigation, even during periods of market volatility.
As a part of Exploration and Production Business (E&P Business), Gujarat Energy Limited holds Participating Interest (PI) in 12 operational Oil and Gas Blocks (Operational E&P Assets).
11 of our Operational E&P Assets are onshore assets located within Cambay Basin in Gujarat while 1 Operational E&P Asset is an offshore asset located in KG Basin.
As of March 2026, since commencement of production operations from the respective Operational E&P Assets, the Company and the Joint Venture Partners have achieved aggregate cumulative production of 48 Billion Cubic Feet of Gas, 7.58 Million Barrels of Oil and 0.2 Million Barrels of Condensate.
Your Company owns Wind Power Generation Assets having aggregate clean electricity generation capacity of 123.9 Mega Watts (MW). Wind Power Generation Assets comprise of the following:
35 Wind Turbine Generators each having capacity of 1.5 MW aggregating to 52.5 MW Capacity located at Jakhau in Kutch District in Gujarat commissioned in July 2009; 9 Wind Turbine Generators each having capacity of 2.1 MW aggregating to 18.9 MW Capacity located at Jamanwada in Kutch District in Gujarat commissioned in March 2012; 2 Wind Turbine Generators each having capacity of 1.5 MW aggregating to 3 MW Capacity located at Adodar in Porbandar District in Gujarat commissioned in March 2011; 12 Wind Turbine Generators each having capacity of 1.5 MW aggregating to 18 MW Capacity located at Gorsar in Porbandar District in Gujarat commissioned in March 2011; 21 Wind Turbine Generators each having capacity of 1.5 MW aggregating to 31.5 MW Capacity located at Maliya-Miyana in Rajkot District in Gujarat commissioned in September 2010; Total Electricity generated through the Wind Power Assets during FY 2025-26 is 162.50 Million Units.
Your Directors recommend for consideration of the Shareholders at the 14th Annual General Meeting, the Dividend of ?8.90 per fully paid up Equity Share of ?2/- each (i.e., 445% of face value) on 93,82,30,849 Equity Shares for the Financial Year 2025-26. This is 53% higher than FY 2024-25, wherein, dividend payout was ?5.82 per share. The weblink for Dividend Distribution Policy is available at https://www.gujarat-energy.com/resources/downloads/dividend-distribution-policy-w-e-f-14th-may-2026.pdf .
As on 31st March, 2026, the Authorized Share Capital of the Company is ?17,57,10,000,000 - (Rupees One Thousand Seven Hundred Fifty-Seven Crore Ten Lakh only) divided into 8,67,55,00,000 (Eight Hundred Sixty-Seven Crore Fifty-Five Lakh Only) Equity Shares of ?2/- each, 1,70,00,000 (One Crore Seventy Lakh only) 7.5% Redeemable Preference Shares of ?10/- each and 50,00,000 (Fifty Lakh only) Preference Shares of ?10/- each.
As on 31st March, 2026, the paid-up Share Capital of the Company is ?1,37,67,80,250 - (Rupees One Hundred and Thirty-Seven Crores Sixty-Seven Lakhs Eighty Thousand Two Hundred Fifty Only) comprising of 68,83,90,125 (Sixty-Eight Crores Eighty-Three Lakhs Ninety Thousand One Hundred Twenty-Five) Equity Shares of ?2/- (Rupees Two Only) each.
During the year under review, the Company has not issued any shares, securities / instruments convertible into equity shares, sweat equity shares and shares with differential voting rights.
Pursuant to the Scheme coming into effect from 1st May, 2026, the following Subsidiary Company(s), Joint Venture and Associate Company(s) of Gujarat State Petroleum Corporation Limited (GSPC) has now become Subsidiary Company(s), Joint Venture and Associate Company(s) of your Company. The details of Subsidiary and Associate Company(s) are as follows:
| Name of Company | Subsidiary/Joint Venture/Associate |
| GSPC LNG Limited (GLL) | Subsidiary |
| Guj Info Petro Limited (GIPL) | Subsidiary |
| Gujarat State Energy Generation Limited (GSEG) | Subsidiary |
| GSPC Pipavav Power Company Limited (now Gujarat Pipavav Power Limited) | Subsidiary |
| GSPC (JPDA) Limited [GSPC (JPDA)] | Subsidiary* |
| Sabarmati Gas Limited (SGL) | Joint Venture |
| Alcock Ashdown (Gujarat) Limited | Associate* |
*Under Liquidation
Brief details of Subsidiaries, Joint Venture and Associate Companies:
GLL was incorporated in 2007 to set up the LNG Terminals. GLL has developed LNG receiving, storage and regasification terminal at Mundra, Kutch, Gujarat with an initial capacity of 5 MMTPA and started its commercial operations from 1st March 2020.
The facilities created comprise of two LNG storage tanks of 1,60,000 cubic meters each (net capacity), regasification facilities having five open rack vaporizers and LNG jetty capable of receiving the LNG vessels of sizes ranging from 75,000 m3 to 260,000 m3. The LNG terminal also has a facility for LNG truck loading.
During FY 2025-26, the capacity utilization of the LNG terminal was - 17.4%. The overall capacity utilization of the LNG terminal since inception is - 21%. The LNG terminal received 15 LNG cargoes in FY 2025-26 and the total number of LNG cargoes received till 31st March, 2026 is 101.
As on 31st March, 2026, GSPC along with GEL and GSPL, held 36.8% shareholding in GLL. Pursuant to the Composite Scheme of Arrangement becoming effective, the said shareholding of GSPC and GSPL now stands vested with GEL.
GIPL was incorporated in 2001 to provide information technology solutions. GIPLs operations vary from the implementation of information technology projects to consultancy, software development and implementation, data centre applications, co-location of servers, mailing solutions, virtual private network with tunneling solutions, video conferencing, bandwidth management software, facility management services and internet protocol. It provides a range of network services, such as IT consultancy services. GIPL is also involved in software development and Wireless Gas Management System for City Gas Distribution & PNG etc.
As on 31st March, 2026, GSPC and GEL held 50.06% and 49.94% equity shares respectively, in GIPL. Pursuant to the Composite Scheme of Arrangement becoming effective, the said shareholding now stands vested with Gujarat Energy Limited.
Gujarat State Energy Generation Ltd. (GSEG) GSEG was incorporated in 1998 as a power generation company. GSEG owns and operates a 507.53MW gas-based power plants comprising 156.1MW CCPP and 351.43MW CCPP at Hazira, Surat, commissioned in 2002. The plant was set up to provide electricity for the Gujarat state grid, with all electricity currently produced at the plant sold to Gujarat Urja Vikas Nigam Limited (GUVNL), a Government of Gujarat owned electricity company.
As on 31st March, 2026, GSPC along with GSPL, held 65.45% equity shares in GSEG with voting rights. Pursuant to the Composite Scheme of Arrangement becoming effective, the said shareholding now stands vested with GEL
GPPL was incorporated to commission 702 MW combined cycle power plant at Pipavav in the year 2006. GPPL has successfully commissioned 702 MW Power Project.
GPPL is also successfully managing a 5MW Solar Power Project at Gujarat Solar Park. During FY 2025-26, GPPL exported approx. 6.16 million units of power to the State Grid.
As on 31st March, 2026, GSPC held 97.47% equity shares in GPPL. Pursuant to the Composite Scheme of Arrangement becoming effective, the said shareholding now stands vested with GEL.
GSPC (JPDA) Limited was incorporated in 2006 as an SPV for JPDA 06-103 Block. The PSC for the block has expired and GSPC (JPDA) does not have any immediate plan for carrying out any other operations. GSPC (JPDA) vide Special Resolution dated 24th February, 2026 in its Extra-Ordinary General Meeting has consented to Voluntary Liquidation under Section 59 of the Insolvency and Bankruptcy Code, 2016. GSPC (JPDA) has commenced the process of Liquidation on 24th February, 2026.
SGL has CGD operations in the districts of Gandhinagar, Mehsana, Sabarkantha, Aravalli and Patan. SGL is committed for development of CGD infrastructure in all these districts as well as amongst all the segment of customers.
As on 31st March, 2026, SGL has total customer base consisting of 3,60,430 domestic customers, 456 industrial customers and 1,356 commercial establishments as well as 161 CNG stations in three Districts of North Gujarat. As a result of competitive CNG price and with expansion in its CNG retail network, Sabarmati Gas limited has been able to achieve the average daily sales of 6,48,775 KG during the FY 2025-26 as against 6,20,800 KG during FY 2024-25. CNG is fast gaining a significant share in the sales volume of SGL and the momentum is expected to continue.
As on 31st March, 2026, GSPC along with GSPL held 49.94% equity shares in Sabarmati Gas Limited. Pursuant to the Composite Scheme of Arrangement becoming effective, the said shareholding now stands vested with Gujarat Energy Limited.
Alcock Ashdown was incorporated in 1994. It is engaged in shipbuilding and ship repair of steel vessels of ocean going / inland / coastal class and Fibre Glass Reinforced Plastic (FRP) boats. AAGL was admitted into the Corporate Insolvency Resolution Process (CIRP) by the NCLT, Ahmedabad vide order dated 8th March 2021 in CP(IB) No. 844 of 2019 under Section 10 of the Insolvency and Bankruptcy Code, 2016. The CIRP period was concluded in 2024 without a successful resolution.
The Committee of Creditors (CoC) at its meeting held on 2nd January 2024, unanimously resolved to proceed with liquidation under Section 33 of the IBC. The NCLT, by its order dated 3rd January 2025, ordered the liquidation of AAGL. The Liquidator is in process to conduct the liquidation of AAGL in accordance with the IBC and the IBBI (Liquidation Process) Regulations, 2016.
The Gujarat Energy Research & Management Institute, established in 2004 by the erstwhile Gujarat State Petroleum Corporation Limited (GSPC), is a premier institution dedicated to research, consultancy, training, and education in the energy sector. Recognized as a Scientific and Industrial Research Organization (SIRO) by the Department of Scientific and Industrial Research (DSIR), Government of India, GERMIs core mission is to drive the adoption of clean energy technologies and practices, thereby fostering a resilient and sustainable energy ecosystem.
GERMIs strategic approach is characterized by a multi-faceted focus on key areas that are pivotal to Indias energy transition:
1. Renewable Energy (RE) - GERMI is actively involved in the advancement of a diverse portfolio of Renewable Energy technologies, encompassing Solar Photovoltaic (PV), Floating Solar, Energy Storage Systems, Offshore Wind, Solar-Wind Hybrid Systems, Tidal Energy, Geothermal Energy and Solar + Battery Energy Storage Systems (BESS) projects. The Institute has expanded its consultancy footprint across Gujarat, Uttar Pradesh, Bihar, Odisha, and Maharashtra through implementation of solarisation initiatives, large-scale solar parks, floating solar projects and DPR preparation for upcoming renewable energy capacities.
2. Energy Storage - Recognizing the intermittent nature of renewable energy sources, GERMI places strong emphasis on energy storage solutions, including BESS, hybrid storage technologies and advanced battery research. During the year, the Institute initiated establishment of a Battery Research, Testing and Certification Laboratory and an Electrical Research, Testing and Certification Laboratory to support emerging clean energy technologies.
Pursuant to provisions of Section 129 (3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, a separate statement in prescribed Form AOC-1 (Annexure-VI) containing salient features of the Financial Statement of Subsidiary, Joint Venture & Associate Companies is provided in the Annual Report. Further, the audited annual accounts and related information of Subsidiaries will be made available to any Member upon request. The annual accounts of Subsidiaries will also be available for inspection by members in electronic mode. The same are also made available on the website of GEL viz. www.gujarat-energy.com .
The Consolidated Financial Statements of the Company represents consolidation of Financial Statements of all Subsidiaries, Joint Venture and the Associate Company, in accordance with IND AS. The Audited Consolidated Financial Statements are provided in the Annual Report.
During the year under review, your Company has not accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.
The details of Loans, Guarantees, Securities and Investments, if any covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.
All Related Party Transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. A statement giving details of all Related Party Transactions is placed before the Audit Committee for approval/ratification on a quarterly basis, as the case may be. The policy on Materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board is uploaded on the Companys Website. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company. The particulars of contracts or arrangements with Related Parties referred to in Section 188 (1) of the Companies Act, 2013, as prescribed in Form AOC-2 of the Companies (Accounts) Rules, 2014 is enclosed herewith as Annexure-V to this Report.
Your Directors hereby confirm that during the year, the Company has been compliant with the applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.
The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended. Pursuant to provisions of Section 135 of the Companies Act, 2013, the Company has also formulated a Corporate Social Responsibility Policy which is available on the website of the Company at https://www.gujarat-energy.com/resources/downloads/corporate-social-responsibility-policy-w-e-f-14th-may-2026.pdf . The details of the initiatives taken during the Financial Year 2025-26 in various areas in accordance with the Corporate Social Responsibility Policy of GEL is provided in the Annual Report on CSR.
GEL and its other Group Companies have formed a Society - SETU (Socio-Economical Transformation and Upliftment Society) which is registered under the Societies Registration Act, 1860 and the Bombay Public Trust Act, 1950. SETU is formed as a CSR arm of GEL Group and shall primarily be undertaking various charitable and CSR activities on its own or on behalf of GEL Group. SETU has filed Form CSR-1 and obtained the required registration number from MCA in pursuance of the applicable provisions of Companies (CSR Policy) Rules, 2014.
The Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, as amended, has been prepared as merged entity and consists details of GSPC as well as GEL for FY 2025-26. The Annual Report on CSR activities is enclosed herewith as Annexure-III to this Report. Further as required by Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014. Executive Summary of Impact Assessment Report for eligible CSR Project issued by Independent Agency had been placed before the Board of Directors at its meeting held on 30th May, 2026 and is also attached to the Annual Report at Annexure-III A.
Since last Boards Report, the Board of the Company was reconstituted as under:
Based on the recommendation of Nomination and Remuneration Committee, the Board had appointed following Directors:
Shri MK Das, IAS (DIN: 06530792), Chief Secretary, Government of Gujarat as Chairman w.e.f. 2nd November, 2025. Smt. Avantika Singh Aulakh, IAS (DIN: 07549438) as Managing Director w.e.f. 24th December, 2025. Shri Ashwini Kumar, IAS (DIN: 06581753) as Director w.e.f. 27th January, 2026.
The appointment of above Directors was subsequently placed for approval of the shareholders through Postal Ballot on 3rd July, 2026. The shareholders approved the appointment by passing Ordinary Resolution on 2nd August, 2026.
Shri Pankaj Joshi, IAS (Retd.) (DIN: 01532892) has ceased to be the Chairman of the Company w.e.f. 1st November, 2025, consequent to resignation from the Board due to superannuation. Shri Milind Torawane, IAS (DIN: 03632394) has ceased to be the Managing Director of the Company w.e.f. 24th December, 2025, consequent to resignation from the Board due to his transfer and appointment as Principal Secretary to Government, Education Department (Primary & Secondary Education). Shri S.J. Haider, IAS (Retd.) (DIN: 02879522) has ceased to be the Director of the Company w.e.f. 1st January, 2026, consequent to resignation from the Board due to superannuation.
Your Directors wish to place on record appreciation for the services rendered by Shri Pankaj Joshi, IAS (Retd.) as Chairman, Shri S.J. Haider, IAS (Retd.) as Director and Shri Milind Torawane, IAS as Managing Director of GEL.
After the year under review and based on recommendation of Nomination and Remuneration Committee, the Board at its Meeting held on 30th May, 2026 had approved re-appointment of following Independent Directors:
Prof. Yogesh Singh (DIN: 06600055) and Shri Bhadresh Mehta (DIN: 02625115) as Independent Directors on the Board of the Company for 2nd Term of three consecutive years commencing from 15th August, 2026. Dr. Rekha Jain (DIN: 01586688) and Shri Balwant Singh, IAS (Retd.) (DIN: 00023872) as Independent Directors on the Board of the Company for 2nd Term of three consecutive years commencing from 20th April, 2027.
The re-appointment of above Directors including continuation of directorship of Shri Balwant Singh, IAS (Retd.) and Dr. Rekha Jain beyond the age of 75 years was subsequently placed for approval of the shareholders through Postal Ballot on 3rd July, 2026. The shareholders approved the re-appointment of above Directors including continuation of directorship beyond the age of 75 years, by passing Special Resolution on 2nd August, 2026.
Dr. T Natarajan, IAS, Director will retire by rotation and it is proposed to reappoint him as the Director of the Company in the ensuing 14th Annual General Meeting.
A brief resume of the Director to be appointed at the ensuing Annual General Meeting, nature of expertise in specific functional areas and details regarding the Companies in which the Directorship is held together with the Membership / Chairmanship of Committees of the Board along with other statutory details will be given in the Explanatory Statement forming part of the Notice of the 14th Annual General Meeting.
Pursuant to the applicable provisions of Section 149 (6) of the Companies Act, 2013, the Independent Directors of the Company have given confirmation/declaration to the Board that they meet with the criteria of Independence and are Independent in terms of applicable provisions of Section 149 (6) of the Companies Act, 2013. Further, they have also given the confirmations on independence as per provisions of Regulation 16(1)(b) and 25 (8) of the SEBI Listing Regulations.
Pursuant to the provisions of the Companies Act, 2013 and Regulation 25 of the SEBI Listing Regulations, the Independent Directors have carried out annual performance evaluation of Chairman, Non-Independent Directors and the Board as a whole for Financial Year 2025-26.
Further, the Board has carried out annual performance evaluation of the Directors except the Director being evaluated and the evaluation of the performance of the Board as a whole and performance of each Committees constituted by the Board for Financial Year 2025-26.
The performance evaluation of individual Directors, including Chairman, was carried out based on the various parameters after taking into consideration, inputs received from the Directors and also parameters set out in the Policy for Evaluation of Performance of Directors, Committees and Board and SEBI Guidance Note on Board Evaluation, the provisions of the Companies Act, 2013 and SEBI Listing Regulations. The evaluation criteria, inter-alia, includes active participation and contributions in the Meetings, balance of knowledge, expertise and experience, safeguarding the interest of the Company and its Stakeholders, Maintaining confidentiality, etc.
The performance evaluation of the Board as a whole and various Committees constituted by the Board was carried out considering various parameters, inter-alia, including adequacy of the composition of the Board and its Committees, discharge of key functions and responsibilities prescribed under law, corporate governance practice, monitoring Vigil Mechanism in the Company etc. and the overall performance assessment was discussed in detail by the Board members.
The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. The Board / Committee Meetings are pre-scheduled to enable the Directors to plan their schedule and to ensure meaningful participation in the Meetings. However, in case of a special and urgent business need, approval is taken by passing resolutions through circulation to the Directors, as permitted by law, which are noted in the subsequent Board/Committee Meetings.
During the period from 1st April, 2025 to 31st March, 2026, 5 (Five) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI Listing Regulations.
The Companys Policy on Directors appointment and Key Managerial Personnel remuneration and other matters provided in Section 178(3) of the Act is available on the website of the Company at https://www.gujarat-energy.com/resources/downloads/nomination-and-remuneration-policy-w-e-f-14th-may-2026.pdf .
Pursuant to provisions of Section 139 (5) of the Companies Act, 2013, Statutory Auditors are appointed by the Comptroller & Auditor General of India (C&AG). Accordingly, the C&AG had appointed M/s. Ashok Chhajed & Associates, Chartered Accountants as the Statutory Auditors of the Company for the Financial Year 2025-26. Auditors Report for Financial Year 2025-26 of M/s. Ashok Chhajed & Associates, Chartered Accountants are self-explanatory in nature and forms part of financial statements of the Company. C&AG has carried out supplementary audit of the Financial Statements of your Company for the Financial Year 2025-26 pursuant to provisions of Section 143 (6) (a) of the Companies Act, 2013. The C&AG has issued Nil Comment Report on Financial Statements of the Company for the Financial Year 2025-26 which forms part of Financial Statements of the Company.
The Audit Committee at its Meeting held on 30th May, 2026, approved the Financial Statements for the Financial Year ended on 31st March, 2026 and recommended the same for approval of the Board. The same have been subsequently approved by the Board of Directors at its meeting held on 30th May, 2026.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations, the Company had appointed M/s. K K Patel & Associates, Practicing Company Secretaries as the Secretarial Auditor for a period of 5 years commencing from 1 April, 2025 upto 31 March, 2030 to conduct the Secretarial Audit of the Company. The Report of Secretarial Auditor on Companys Secretarial Audit for the Financial Year 2025-26 is enclosed herewith as Annexure-IV to this Report. The Secretarial Audit Report is self-explanatory in nature.
Your Company is required to carry out Cost Audit pursuant to Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014.
Your Company had appointed M/s Kailash Sankhlecha & Associates, Cost Accountants as Cost Auditors for the Financial Year 2025-26. Accordingly, Cost Audit has been carried out for the Financial Year 2025-26. The Cost Audit Report for Financial Year 2025-26 will be submitted to the Central Government in the prescribed format within stipulated time period.
Further, the Board of Directors upon recommendation of the Audit Committee, appointed M/s Kailash Sankhlecha & Associates, Cost Accountants as Cost Auditors to audit the cost records and accounts of the Company for FY 2026-2027 on a remuneration of ?1,40,000/- plus applicable taxes and reimbursement of out of pocket expenses incurred by them during the course of Audit. As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the Members in General Meeting for their ratification. Accordingly, a Resolution seeking Members ratification for the remuneration payable to M/s Kailash Sankhlecha & Associates, Cost Auditors for the Financial Year 2026-2027 is included in the Notice convening the 14th Annual General Meeting.
During the year under review, the auditors have not reported any instances of fraud committed against the Company by its officers or employees to the Audit Committee or Board under Section 143(12) of the Act, and Rules made thereunder.
The Company has a well-defined Risk Management Framework for reviewing the major Risks and has adopted a Business Risk Management Policy. Further, pursuant to the requirement of Regulation 21 of the SEBI Listing Regulations, the Company has constituted a Risk Management Committee inter-alia to monitor the Risk Management Plan of the Company.
The Board of Directors at its Meeting held on 30th May, 2026 has adopted a new Risk Management Policy incorporating the Risk scenarios considering the merged entity and its businesses.
The Company has a proper and adequate system of Internal Controls commensurate with its size of operations and nature of business. These are regularly tested and certified by Auditors. Significant audit observations of audit team and follow up actions thereon are reported to the Audit Committee. The details about the identification of elements of Risk and Internal Control Systems are provided in detail in the Management Discussion & Analysis Report forming part of this Boards Report.
The Company has in place adequate internal financial controls, with reference to Financial Statement. The internal financial controls have been documented in the business processes. Such controls have been assessed during the year under review and were operating effectively.
The Company has established a Vigil Mechanism to report genuine concerns, details of which have been given in the Corporate Governance Report forming part of this Boards Report. There was no complaint received under Vigil Mechanism during the Financial Year 2025-26.
Health, Safety and Environment (HSE) is a core value at Gujarat Energy Limited (GEL). The details of initiatives taken by the Company during the Financial Year 2025-26 in HSE is enclosed herewith as Annexure-VIII.
The information pertaining to remuneration and other details of employees as required pursuant to Section 197 of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, are provided in the Annexure-VII forming part of this Report.
The details of employees as required under Section 197 of the Act and Rule 5(2) and 5(3) of the Rules is provided in separate Annexure which forms part of this Report and in terms of Section 136 of the Act, the Report and Accounts are being sent to Shareholder and others entitled thereto excluding the said Annexure which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company. If any Shareholder is interested in obtaining a copy thereof, such member may write to the Company in this regard.
This disclosure is given in the Corporate Governance Report which forms part of Boards Report 2025-26.
Your Company has been complying with the provisions of the Maternity Benefit Act, 1961.
This Annual Report contains a separate Section (Annexure-I) on the Management Discussion and Analysis, which forms part of this Boards Report.
The Company believes that good governance can deliver continuous good business performance. The particulars on Corporate Governance as required under SEBI Listing Regulations, is incorporated as a part of this Boards Report at Annexure-II.
The Annual Return of the Company in the Form MGT-7 is available on the website of the Company at https://www.gujarat-energy.com/GGL/annual-return/ .
The details about conservation of energy, technology absorption, foreign exchange earnings and outgo is attached at Annexure-IX.
The Company has incurred expenditure in Foreign Exchange to the extent of ?8,507.62 Crores during Financial Year 2025-26 (Financial Year 2024-25 ?13,288.83 Crores) and the Foreign Exchange Earnings during Financial Year 2025-26 were ?6.04 Crores (Financial Year 2024-25 ?2.13 Crores).
There are no significant material orders passed by the Regulators/Courts during the year, which would impact the going concern status of the Company.
The details of the Material events that took place during the year under review and up to the date of this Report have been provided in the under the head Composite Scheme of Amalgamation and Arrangement.
Gujarat Energy Limited is dedicated towards fostering an atmosphere of transparency and accountability by working in partnership and empowering our stakeholders. To protect and for the benefit of all our stakeholders, we strive to promote sustainable development. GEL considers its responsibility towards sustainable development as an opportunity to succeed by taking actions which are beneficial for society as a whole.
We applaud SEBIs introduction of the Business Responsibility and Sustainability Reporting (BRSR) reporting structure, which includes comprehensive Environmental, Social and Governance (ESG) disclosures.
The fourth edition of our Business Responsibility and Sustainability Report (BRSR) forms part of the Annual Report, in which we attempted to provide all non-financial disclosures in accordance with clause (f) of sub-regulation (2) of Regulation 34 of the SEBI Listing Regulations. The report provides all our stakeholders with a comprehensive view and insight into our Companys contribution to the economy, the environment and society, which can be utilized to showcase GELs dedication towards long-term growth. In order to meet the expectations of our investors and other stakeholders, we are improving the transparency of our report, as well as our strategic approaches to create value for our stakeholders while minimizing risk in the external environment.
Pursuant to Regulation 34 of the SEBI Listing Regulations and SEBI Circular dated 28th March 2025, GEL being among the top 500 listed entities (by market capitalization) is undertaking reasonable assurance of the BRSR Core for the Financial Year 2025-26 through JointValues ESG Services Pvt. Ltd, Third-Party Assurance Provider having necessary expertise for undertaking such assessment or assurance.
Statement on ESG along with GEL Business Responsibility & Sustainability Report is attached at Annexure-X to the Boards Report.
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:
a. that in the preparation of the annual accounts, financial statements for the year ended 31st March, 2026, the applicable accounting standards have been followed and no material departures have been made from the same; b. that accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2026 and of the profit of the Company for the year ended on that date; c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. that the annual financial statements have been prepared on a going concern basis; e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively. f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
The Directors place on record their deep appreciation to employees of the Company at all levels for their hard work, dedication and commitment. The Directors are extremely grateful for all the support given by the Government of Gujarat at all levels. The Directors place on record their sincere thanks to the Promoters, Shareholders, PNGRB, MOPNG, MCA, Suppliers, Lenders and Customers for their valuable support, trust and confidence reposed in the Company.
For and on behalf of the Board of Directors
Date: 27th August, 2026 Place: Gandhinagar
M K Das, IAS Chairman
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