We have audited the accompanying Standalone Financial Statements of “Gujarat Energy Limited (formerly known as Gujarat Gas Limited)" (hereinafter referred to as "Company”), which comprise the Standalone Balance Sheet as at March 31,2026, the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows for the year ended on that date, and notes to the Standalone Financial Statements, including a summary of the material accounting policies and other explanatory information (herein after referred to as "the Standalone Financial Statements”).
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Financial Statements give the information required by the Companies Act, 2013 (hereinafter referred to as "the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 as amended, (hereinafter referred to as "Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2026, and its profit, total comprehensive income, changes in equity and its cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit of the Standalone Financial Statements in accordance with the Standards on Auditing (hereinafter referred to as "SAs”) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor's Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (hereinafter referred to as "ICAI”) together with the ethical requirements that are relevant to our audit of the Standalone Financial Statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Standalone Financial Statements.
Emphasis of Matter
a) We draw attention to the Note Number 2 Para (u) of Material Accounting Policies to the financial statements, which describes that the Financial Statements of the joint operations (unincorporated joint ventures) are prepared in accordance with the requirements prescribed by the respective Production Sharing Contracts or Joint Operating Agreements of the joint operations (unincorporated joint ventures). In view of the same, certain adjustments/disclosures required under the mandatory Indian Accounting Standards and the provisions of the Companies Act, 2013 have been made in the Standalone Financial Statements to the extent information available with the Company (pertaining to erstwhile Gujarat State Petroleum Corporation Limited - erstwhile GSPC) as on the date.
b) We draw attention to the Note Number 16.1, 16.2 and Note Number 40.3 of Notes to Accounts to the financial statements that states the matter regarding the forfeiture notice issued by the Company (pertaining to erstwhile Gujarat State Petroleum Corporation Limited - erstwhile GSPC) to Jubilant Offshore Drilling Pvt Ltd (JODPL) against the capital contribution of ' 494.81 crore made on behalf of JODPL in KG-OSN-2001/3 until 4th August, 2017. Based on the relevant clauses of the Profit-Sharing Contract (PSC) and Joint Operating Agreement (JOA), it is reasonably expected by the Management that the forfeiture notice will be enforced and the Gujarat Energy Ltd. (pertaining to erstwhile Gujarat State Petroleum Corporation Limited - erstwhile GSPC) will be assigned a commensurate Participating Interest (PI) against the capital contribution. Further, both JOA & PSC provide that such contractual rights of erstwhile GSPC have primacy over the right of other lenders of JODPL. JODPL has filed for CIRP and basis the same, NCLT had passed the order for liquidation. In January 2018, the Company intimated to the Liquidator that the entire PI of JODPL cannot form part of liquidation estate of JODPL in the light of superior contractual rights having already been exercised by the Company. While, in June 2019, Liquidator had challenged the Company's letter of forfeiture of JODPL's PI, NCLT has dismissed such challenge of the Liquidator. The Liquidator has preferred an appeal before NCLAT against Order of NCLT. Additionally, the assignment of JODPL's PI is pending with the Management Committee (MC) of the Government of India and as the non-defaulting partner with a 10% PI in the block, the Company will be required to contribute against the cash call receivables from JODPL in future as well, as per the terms of the JOA.
JODPL has also defaulted on cash calls raised by Oil & Natural Gas Corporation Ltd. ('ONGC') after August 4, 2017. As per the JOA, the Company being the non-defaulting partner is required to contribute to the defaulted cash calls of JODPL. Such contribution made by GSPC on behalf of JODPL is secured by various provisions of the JOA and PSC for the KG Block which provide that GSPC has right of lien as well as forfeiture over JODPL's share of revenues and PI.
The Company had decided to provide for the entire amount of cash calls ' 527.00 Crores which receivable from M/s Jubilant Offshore Drilling Pvt. Ltd. (JODPL) as no future certainty of any receipt from the same. Accordingly, the Company has provided for ' 524.88 crores considering the impairment carried out with respect to the company's own share of the KG Block assets during the previous financial year 2024-25 and have further provided ' 2.12 Crores being the cash calls paid on behalf of JODPL during the current financial year 2025-26.
c) Attention is drawn to Note Number 44 to the Notes to Accounts to Financial Statements regarding non-provisioning of - (1) disputed Income Tax demands/claims by the Income Tax Authority amounting to ' 1688.66 Crores as on 31st March 2026 and (2) claim of ' 1,200 Crores pertaining to the matter filed by Vedanta Limited for provisionally allocated quantities of natural gas to the Company (pertaining to erstwhile Gujarat State Petroleum Corporation Limited - erstwhile GSPC) in response to bids submitted by the Company (erstwhile GSPC) and same are disclosed as Contingent Liability; as the matters are disputed.
Our opinion is not modified in respect of these matters.
Key Audit Matter
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Standalone Financial Statements of the current period. These matters were addressed in the context of our audit of the Standalone Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.
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Sr. No.
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Key Audit Matter
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Auditor's Response
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1
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Business Combination under Common Control wrt
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Principal audit procedures performed included the
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Scheme of Amalgamation and arrangement :
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following:
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[Refer to Note 2, 58 and 59 to the Standalone financial
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Our audit procedures concerning the verification of the
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statements]
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merger and demerger procedure and its subsequent
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The Board of Directors of the Companies had approved the
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accounting treatment included, but were not limited to, the
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Scheme of Amalgamation and arrangement (the 'Scheme')
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following:
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of Gujarat State Petroleum Corporation Limited (GSPC
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• Verification of Order of Hon'ble MCA with approved
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/Transferor Company 1), Gujarat State Petronet Limited
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Scheme of Amalgamation and arrangement (the
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(GSPL /Transferor Company 2), GSPC Energy Limited (GEL
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Scheme').
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/Transferor Company 3), (collectively referred to as
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• Filing of Order of Hon'ble MCA with ROC and effective
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"Transferor Companies") with the Gujarat Gas Limited
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date of the scheme and filing of name change
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(formerly known as GSPC Distribution Networks Limited-
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documents.
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GDNL) (the transferee) with an appointed date of
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• Understood from the management, assessed and
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1st April, 2024.
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tested the design and operating effectiveness of the
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Post the amalgamation, demerger of "Gas Transmission
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Company's key controls over the accounting for
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Business Undertaking” of the Gujarat Gas Limited
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business combinations.
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(Company/GGL/Transferee Company/ & Demerged
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• Evaluated the Company's accounting for the business
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Company) into GSPL Transmission Limited (GTL/Resulting
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combinations in accordance with the 'pooling of
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Company) with appointed date as 1st April, 2025.
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interests' method in Appendix C "Business
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The Scheme has been approved by the Hon'ble Ministry of
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combinations of entities under common control” of Ind
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Corporate Affairs ("Hon'ble MCA”) vide its order dated 8th
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AS 103 "Business Combinations" in accordance with the
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April 2026 received by the Company on 17th April, 2026
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Hon'ble MCA Orders.
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("Order") and the Scheme became effective from 1st May,
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• Checked the accuracy of amount of the assets and
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2026 (being the date of filing of Hon'ble MCA order with
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liabilities as at April 1, 2024 and for the financial year
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Registrar of Companies).
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ended March 31, 2025 as appearing in the financial
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As per the Scheme, the Company's name is changed from
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statements of the transferor companies before the
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Gujarat Gas Limited (formerly known as GSPC Distribution
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merger.
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Networks Limited-GDNL) to Gujarat Energy Limited
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• Identification of the assets and liabilities transferred on
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("Gujarat Energy”) from 14th May, 2026 on receipt of
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demerger and evaluating the accounting treatment of
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approval from Registrar of Companies (RoC).
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the Demerger for compliance with IND AS.
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The Company has accounted for the amalgamation as per
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• Verification of the consideration as per Swap ratio with
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the accounting treatment specified in the Scheme of amalgamation and arrangement (the 'Merger Scheme'),
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reference to the Order of Hon'ble MCA.
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with effect from appointed date 1st April 2024 in the
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• Tested and verified the management's computation of
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standalone financial statements for the year ended 31
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determining the amount recorded in the capital reserve
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March 2026, using the pooling of interest method which is
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business combination.
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in accordance with Appendix C 'Business combinations of
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• Assessed the adequacy of the disclosures in respect of
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entities under common control' to Ind AS 103 'Business
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the merger and demerger for compliance with IND AS
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Combinations' and accordingly, the comparative financial information for the year ended March 31,2025, presented in the Standalone Financial Statements have been restated with effect from appointed date 1st April 2024.
The standalone financial statements for the year ended 31 March 2026 describe the basis of preparation pursuant to the scheme from the specified appointed date (1 April 2024), as approved by "Hon'ble MCA”.
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made in the standalone financial statements.
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Sr. No.
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Key Audit Matter
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Auditor's Response
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The Company has recognised capital reserve on business combination in "Other Equity”.
The auditing of this merger was identified as a Key Audit Matter considering the high financial significance of the transaction, the complexity involved, evaluating the legal and regulatory compliance of the multi-entity merger and demerger procedure, and the necessity of ensuring appropriate accounting restatements.
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2
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Revenue recognition pertaining to city gas distribution operations (CGD):
The Company has major types of customers such as industrial, commercial, non-commercial, domestic and CNG (including oil marketing companies) pertaining to city gas distribution operations (CGD).
Revenue from sale of natural gas is considered as key audit matter as there is a risk of accuracy of recognition and measurement of gas sales to CGD customers in the Standalone Financial Statements considering following aspects:
• Different pricing structure for different types of customers and frequency of price change.
• Voluminous number of customers.
• Capturing Gas Consumption data in billing.
• Estimating unbilled revenue at the year-end.
• Extensive use of SAP and other IT systems for managing the billing operation.
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Principal audit procedures performed included the
following:
• Evaluated the design of internal control.
• For evaluation of operative effectiveness of internal control:
• Verified samples of gas sales invoices with relevant agreements executed with the customers, accuracy of pricing, consumption quantity, tax amount of invoices of major types of customers.
• Site visit to understand flow of data.
• Performed analytical procedures to verify number of bills generated during the year for each major type of customers as per their respective billing cycle.
• On sample basis, verified:
• Up-dation of Daily Consumption Quantity of gas of Industrial customers in the billing system.
• Up-dation of prices of gas for all major types of customers in the billing system.
• Sales invoices.
• Verified subsequent realisation, on test check basis, of invoices generated for the month of March 2026.
• Evaluated the appropriateness of accounting policies, related disclosure made and overall presentation in the Standalone Financial Statements in terms of Ind AS 115.
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3
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Contingent Liabilities
Contingent Liabilities are for ongoing litigations and claims with various authorities and third parties. These relate to direct tax, indirect tax, claims and legal proceedings. Contingent liabilities are considered as key audit matters as the amount involved is significant and it also involves significant management judgement to determine possible outcome and future cash outflows of these disputes.
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Principal audit procedure performed included the
following:
• Obtained details of disputed claims as on March 31, 2026 from the management.
• Discussed with the management about the significant judgment considered in determining possible outcome and future cash outflows of these disputes.
• Verified relevant documents related to disputes.
• Evaluated the appropriateness of accounting policies, related disclosure made and overall presentation in the Standalone Financial Statements in terms of Ind AS 37.
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Information Other than the Standalone Financial Statements and Auditor's Report Thereon
The Company's Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis, Board's Report including Annexures to Board's Report, Business Responsibility and Sustainability Report, Corporate Governance and Shareholder's Information, but does not include the Standalone Financial Statements and our auditor's report thereon. The Company's annual report is expected to be made available to us after the date of this auditor's report.
Our opinion on the Standalone Financial Statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the Standalone Financial Statements, or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
When we read the final annual report and, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and take necessary actions as per applicable laws and regulations.
Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements
The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these Standalone Financial Statements that give a true and fair view of the financial position, financial performance, total comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the Standalone Financial Statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors are responsible for overseeing the Company's financial reporting process.
Auditor's Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the Standalone Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Standalone Financial Statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the Standalone Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(I) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the Standalone Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the Financial Statements, including the disclosures, and whether the Standalone Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Standalone Financial Statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Other Matter
a) We have placed reliance on technical/ commercial evaluation by the management in respect of categorization of wells as exploratory, development and producing, allocation of costs incurred on them, treatment of capitalization, depletion of producing properties on the basis of the proved hydrocarbon reserves, impairment, liability for decommissioning, liability for NELP and nominated blocks for underperformance against agreed minimum work programme and liability for abandonment costs.
b) The Standalone Financial Statements for the year ended 31 March 2026 include the Company's share with respect to Joint Operations (unincorporated joint ventures):
(i) Total assets aggregating to ' 1214.77 crore, total liabilities aggregating to ' 10.87 crore, income aggregating to ' 57.64 crores and expenditure aggregating to ' 16.92 crore in respect of Six (6) Producing Joint Operations (unincorporated joint ventures), which have been incorporated on the basis of accounts audited by other auditors.
(ii) Total assets aggregating to ' 3615.23 crores, total liabilities aggregating to ' 44.33 crores, income aggregating to ' 40.79 crore and expenditure aggregating to ' 34.29 crore in respect of Eight (8) Producing Joint Operations (unincorporated joint ventures), which has been incorporated on the basis of unaudited financial information approved by the management and made available to us, in the absence of audited accounts. Management is of view that this will not have a material impact on the Financial Statements.
(iii) Total assets aggregating to ' 293.23 crores, total liabilities aggregating to ' 6.03 crores, income aggregating to NIL and expenditure aggregating to NIL in respect of Thirty-Six (36) Joint Operations (unincorporated joint ventures), under exploration and development phase or proposed to be surrendered, which have been incorporated on the basis of unaudited financial information approved by the management made available to us, in the absence of audited accounts. Management is of view that this will not have a material impact on the Financial Statements.
Our opinion Standalone Financial Statements is not modified in respect of these matters.
Report on Other Legal and Regulatory Requirements
1. As required by Section 143(3) of the Act, based on our audit we report that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the books of account.
d) In our opinion, the aforesaid Standalone Financial Statements comply with the Ind AS specified under Section 133 of the Act.
e) During the financial year ended March 31,2026, as the Company is a Government Company, in terms of notification no. G.S.R. 463(E) dated 5th June 2015, issued by the Ministry of Corporate Affairs, the sub-section (2) of section 164 of the Act is not applicable to the company.
f) With respect to the adequacy of internal financial control over financial reporting of the company and the operating effectiveness of such controls, refer to our separate Report in terms of sub-sections (3) of Section 143 of the Act in “Annexure - A'. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company's internal financial control over financial reporting.
g) During the financial year ended March 31,2026, as the Company is a Government Company, in terms of notification no. G.S.R. 463(E) dated 5 th June 2015, issued by the Ministry of Corporate Affairs, the sub-section (16) of section 197 of the Act is not applicable to the company.
h) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements - Refer Note 44 to the standalone financial statements.
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
iv. (a) The management has represented that, to the best of its knowledge and belief, no funds (which are material
either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other person or entity, including foreign entity ("Intermediaries”), which the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company ("Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
(b) The Management has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity ("Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
(c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e) of the Companies (Audit and Auditors) Rules, 2014, as provided under (a) and (b) above, contain any material misstatement.
v. (a) The final dividend proposed in the previous year, declared and paid by the Company during the year is in
accordance with Section 123 of the Act, as applicable.
(b) The Board of Directors of the Company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The amount of dividend proposed is in accordance with section 123 of the Act, as applicable.
vi. Based on our examination, which included test checks, the Company has used accounting software for maintaining its books of account for the financial year ended March 31,2026 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit, we did not come across any instance of the audit trail feature being tampered with and the audit trail has been preserved by the company as per the statutory requirements for record retention.
2. As required by the Companies (Auditor's Report) Order, 2020 ("the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure - B", a statement on the matters specified in the paragraph 3 and 4 of the order.
3. In terms of section 143(5) of the Act, we give our report in “Annexure - C" by taking into consideration the information, explanations and written representations received from the management on the matters specified in the directions and sub directions issued under the aforesaid section by the Comptroller and Auditor General of India.
For Ashok Chhajed & Associates
Chartered Accountants
Firm Registration No. - 100641W
Arist Chhajed Partner
Place: Gandhinagar Membership No. - 149503
Date: May 30, 2026 UDIN : 26149503AMFZLF8322
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