Auditor Report of Adani Total Gas Ltd.

Mar 31, 2025

1. We have audited the accompanying standalone
financial statements of Adani Total Gas Limited
(''the Company''), which comprise the Standalone
Balance Sheet as at March 31, 2025, the Standalone
Statement of Profit and Loss (including Other
Comprehensive Income), the Standalone Statement
of Cash Flow and the Standalone Statement of
Changes in Equity for the year then ended, and notes
to the standalone financial statements, including
material accounting policy information and other
explanatory information.

2. 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
(''the Act'') in the manner so required and give a
true and fair view in conformity with the Indian
Accounting Standards (''Ind AS'') specified under
section 133 of the Act read with the Companies
(Indian Accounting Standards) Rules, 2015 and other
accounting principles generally accepted in India, of
the state of affairs of the Company as at March 31,
2025, and its profit (including other comprehensive
income), its cash flows and the changes in equity for
the year ended on that date.

Basis for Opinion

3. We conducted our audit in accordance with the
Standards on Auditing 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 (''the 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 thereunder, and
we have fulfilled our other ethical responsibilities
in accordance with these requirements and the
Code of Ethics. We believe that the audit evidence
we have obtained is sufficient and appropriate to
provide a basis for our opinion.

Key Audit Matter

4. 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.

5. We have determined the matter described below to be the key audit matter to be communicated in our report.

Key audit matter	How our audit addressed the key audit matter
Revenue recognition	Our audit procedures relating to revenue recognition
Refer Note 3(c) to the accompanying standalone	included, but were not limited to, the following:
financial statements for material accounting policy	_Â¦	Understood the process of revenue recognition and
on revenue recognition and Note 36 for the details		evaluated the appropriateness of the accounting
of revenue from operations.		policy adopted by the management on revenue
The Company is engaged in City Gas Distribution ("CGDâ) business and supplies of natural gas, i.e., CNG and PNG to domestic, commercial, industrial		recognition including determination of transaction price and satisfaction of performance obligations, in accordance with Ind AS 115;
and vehicle users.	_Â¦	Evaluated the design and tested operating
The Company recognises revenue from sale of goods upon the transfer of control of the goods sold to the customer in accordance with Ind AS 115 -		effectiveness of relevant manual and automated internal financial controls around revenue recognition;
Revenue from Contract with Customers (Ind AS 115).	_Â¦	Performed substantive testing, on a sample of
Accuracy and measurement of revenue recognised		revenue transactions recorded during the year
requires significant management judgement and		by verifying the underlying documents such
efforts due to the following aspects such as:		as tariff card for pricing, records of quantity
Â¦ Varied pricing structure/terms with different categories of customers;		consumed, invoices etc., including review of management''s assessment in respect to estimating unbilled revenue;
Â¦ Frequency of price changes;	_Â¦	Performed substantive analytical procedures
Â¦ Voluminous number of customers		such as geographical area analysis, etc. for the
and transactions;		revenue recorded considering both qualitative and
Â¦ Process involved in capturing Gas Consumption data in SAP for the purposes of invoicing; and		quantitative factors to identify any unusual trends or any unusual items; and
Â¦ Estimations involved in assessing unbilled revenue.	_Â¦	Evaluated the appropriateness and adequacy of the related disclosures in the standalone financial statements in accordance with the applicable
Owing to various aspects mentioned above and significance of amount involved, which requires significant auditor attention, revenue recognition is considered as a significant risk and a key audit matter for the current year audit.		accounting standards.

Information other than the Standalone Financial
Statements and Auditor''s Report thereon

6. The Company''s Board of Directors are responsible
for the other information. The other information
comprises the information included in the Annual
Report, but does not include the standalone
financial statements and our auditor''s report
thereon. The 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 will 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 identified above when it becomes
available and, in doing so, consider whether the
other information is materially inconsistent with the
standalone financial statements or our knowledge
obtained in the audit or otherwise appears to be
materially misstated.

When we read the Annual Report, if we conclude
that there is a material misstatement therein, we
are required to communicate the matter to those
charged with governance.

Responsibilities of Management and Those
Charged with Governance for the Standalone
Financial Statements

7. The accompanying standalone financial statements
have been approved by the Company''s Board
of Directors. The Company''s Board of Directors
are responsible for the matters stated in section
134(5) of the Act with respect to the preparation
and presentation of these standalone financial
statements that give a true and fair view of the
financial position, financial performance including
other comprehensive income, changes in equity and
cash flows of the Company in accordance with the
Ind AS specified under section 133 of the Act 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
of 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 financial statements that
give a true and fair view and are free from material
misstatement, whether due to fraud or error.

8. In preparing the standalone financial statements,
the Board of Directors 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 the Board of Directors
either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.

9. The Board of Directors is also responsible
for overseeing the Company''s financial

reporting process.

Auditor''s Responsibilities for the Audit of the
Standalone Financial Statements

10. 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 Standards on Auditing 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.

1. As part of an audit in accordance with Standards
on Auditing, specified under section 143(10) of
the Act we exercise professional judgment and
maintain professional skepticism throughout the
audit. We also:

Â¦ 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;

Â¦ Obtain an understanding of internal control
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 with reference to
financial statements in place and the operating
effectiveness of such controls;

Â¦ Evaluate the appropriateness of accounting
policies used and the reasonableness of
accounting estimates and related disclosures
made by management;

Â¦ Conclude on the appropriateness of Board of
Directors'' 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; and

Â¦ Evaluate the overall presentation, structure and
content of the standalone financial statements,

including the disclosures, and whether the
standalone financial statements represent the
underlying transactions and events in a manner
that achieves fair presentation.

12. 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.

13. 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.

14. 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.

Report on Other Legal and Regulatory
Requirements

15. As required by section 197(16) of the Act, based
on our audit, we report that the Company has paid
remuneration to its directors during the year in
accordance with the provisions of and limits laid down
under section 197 read with Schedule V to the Act.

16. As required by the Companies (Auditor''s Report)
Order, 2020 (''the Order'') issued by the Central
Government of India in terms of section 143(11) of
the Act we give in the Annexure A a statement on
the matters specified in paragraphs 3 and 4 of the
Order, to the extent applicable.

17. Further to our comments in Annexure A, as required
by section 143(3) of the Act based on our audit, we
report, to the extent applicable, 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 purpose of our audit of the accompanying
standalone financial statements;

b) Except for the matters stated in paragraph
17(h)(vi) below on reporting under Rule 11(g)
of the Companies (Audit and Auditors) Rules,
2014 (as amended), 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 standalone financial statements dealt
with by this report are in agreement with the
books of account;

d) In our opinion, the aforesaid standalone
financial statements comply with Ind AS
specified under section 133 of the Act;

e) On the basis of the written representations
received from the directors and taken on record
by the Board of Directors, none of the directors
is disqualified as on March 31, 2025 from being
appointed as a director in terms of section
164(2) of the Act;

f) The qualification relating to the maintenance
of accounts and other matters connected
therewith are as stated in paragraph 17(b)
above on reporting under section 143(3)(b)
of the Act and paragraph 17(h)(vi) below on
reporting under Rule 11(g) of the Companies
(Audit and Auditors) Rules, 2014 (as amended);

g) With respect to the adequacy of the
internal financial controls with reference to
financial statements of the Company as on
March 31, 2025 and the operating effectiveness
of such controls, refer to our separate report
in Annexure B wherein we have expressed an
unmodified opinion; and

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, as detailed in Note 44(i)
to the standalone financial statements,
has disclosed the impact of pending
litigations on its financial position as at
March 31, 2025;

ii. The Company, as detailed in Note 45(c)
to the standalone financial statements,
has made provision as at March 31, 2025,
as required under the applicable law
or accounting standards, for material
foreseeable losses, if any, on long-term
contracts including derivative contracts;

iii. There were no amounts which were required
to be transferred to the Investor Education and
Protection Fund by the Company during the
year ended March 31, 2025;

iv. a. The management has represented that,

to the best of its knowledge and belief, as
disclosed in Note 55(a) to the standalone
financial statements, no funds have been
advanced or loaned or invested (either
from borrowed funds or securities premium
or any other sources or kind of funds) by
the Company to or in any person(s) or
entity(ies), including foreign entities (''the
intermediaries''), with 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 (''the Ultimate Beneficiaries'') or
provide any guarantee, security or the like
on behalf the Ultimate Beneficiaries;

b. The management has represented that,
to the best of its knowledge and belief, as
disclosed in Note 55(a) to the standalone
financial statements, no funds have
been received by the Company from any
person(s) or entity(ies), including foreign
entities (''the 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; and

c. Based on such audit procedures performed
as considered reasonable and appropriate
in the circumstances, nothing has come to
our notice that has caused us to believe
that the management representations
under sub-clauses (a) and (b) above
contain any material misstatement.

v. The final dividend paid by the Company during
the year ended March 31, 2025 in respect of
such dividend declared for the previous year is
in accordance with section 123 of the Act to
the extent it applies to payment of dividend.

As stated in Note 23 to the accompanying
standalone financial statements, the Board of
Directors of the Company have proposed final
dividend for the year ended March 31, 2025
which is subject to the approval of the members
at the ensuing Annual General Meeting.
The dividend declared is in accordance with
section 123 of the Act to the extent it applies
to declaration of dividend.

vi. As stated in Note 58 to the standalone financial
statements and based on our examination
which included test checks, the Company
in respect of financial year commencing on
April 1, 2024, has used an accounting software
for maintaining its books of account 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 except that, the audit trail feature
was enabled to log any direct data changes at
the database from March 17, 2025. During the
course of our audit, we did not come across any
instance of audit trail feature being tampered
with in respect of the accounting software
where audit trail was enabled. The audit trail
has been preserved by the Company as per the
statutory requirements for record retention
from the date the audit trail was enabled for
the accounting software.

For Walker Chandiok & Co LLP

Chartered Accountants

Firm''s Registration No.: 001076N/N500013

Mehulkumar Sharadkumar Janani

Partner

Membership No.: 118617
UDIN: 25118617BMOMYH3300

Place: Ahmedabad
Date: April 28, 2025

Mar 31, 2024

Adani Total Gas Limited

Report on the Audit of the Standalone Financial Statements

Opinion

1) We have audited the accompanying standalone financial statements of Adani Total Gas Limited (''the Company''), which comprise the Balance Sheet as at 31 March 2024, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flow and the Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, including material accounting policy information and other explanatory information.

2) 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 (''the Act'') in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards (''Ind AS'') specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2024, and its profit (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

3) We conducted our audit in accordance with the Standards on Auditing 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 (''the ICAI'') together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter

4) We draw your attention to note 56 to the accompanying standalone financial statements, which describes the matter related to Short Seller Report (''SSR'') was published during the previous year. Based on legal opinions and management''s assessment, the management is of the view that there are no material consequences of the allegations mentioned in the SSR and other allegations on the Company. Our opinion is not modified in respect of this matter.

6) We have determined the matter described below to be the key audit matters to be communicated in our report.
Key audit matter	How our audit addressed the key audit matter
Revenue recognition	Our audit procedures relating to revenue recognition
Refer note 3(c) to the accompanying standalone	included, but were not limited to, the following:
financial statements for material accounting policy	â¢ Understood the process of revenue recognition
on revenue recognition and note 35 for the details of	and evaluated the appropriateness of the
revenue from operations.	accounting policy adopted by the management on
The Company is engaged in City Gas Distribution	revenue recognition including determination of
("CGDâ) business and supplies of natural gas, i.e., CNG	transaction price and satisfaction of performance
and PNG to domestic, commercial, industrial and	obligations, in accordance with Ind AS 115;
vehicle users.	â¢ Evaluated the design and tested operating
The Company recognises revenue from sale of goods	effectiveness of relevant manual and automated
upon the transfer of control of the goods sold to the	internal financial controls around revenue
customer in accordance with Ind AS 115 - Revenue	recognition;
from Contract with Customers (Ind AS 115). Accuracy	â¢ Performed substantive testing, on a sample of
and measurement of revenue recognised requires	revenue transactions recorded during the year by
significant management judgement and efforts due to	verifying the underlying documents such as tariff
the following aspects such as:	card for pricing, records of quantity consumed,
â¢ Varied pricing structure/terms with different	invoices etc., including review of management''s
categories of customers; â¢ Frequency of price changes;	assessment in respect to estimating unbilled revenue;
â¢ Voluminous number of customers and	â¢ Performed substantive analytical procedures
transactions;	such as geographical area analysis, etc. for the revenue recorded considering both qualitative
â¢ Process involved in capturing Gas Consumption	and quantitative factors to identify any unusual
data in SAP for the purposes of invoicing; and	trends or any unusual items; and
â¢ Estimations involved in assessing unbilled	â¢ Evaluated the appropriateness and adequacy of
revenue.	the related disclosures in the standalone financial
Owing to various aspects mentioned above and	statements in accordance with the applicable
significance of amount involved, which requires significant auditor attention, revenue recognition is considered as a significant risk and a key audit matter for the current year audit.	accounting standards.

Key Audit Matter

5) 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 financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Information other than the Financial Statements and Auditor''s Report thereon

7) The Company''s Board of Directors are responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the standalone financial statements and our auditor''s report thereon. The 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 will not express any form of assurance conclusion thereon.

other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

When we read the Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

8) The accompanying standalone financial statements have been approved by the Company''s Board of Directors. The Company''s Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation

and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS specified under section 133 of the Act 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 of 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 financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

9) In preparing the financial statements, the Board of Directors 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 the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

10) The Board of Directors is also responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibilities for the Audit of the Standalone Financial Statements

11) Our objectives are to obtain reasonable assurance about whether the 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 Standards on Auditing 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 financial statements.

12) As part of an audit in accordance with Standards on Auditing, specified under section 143(10) of

the Act we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

â¢ Identify and assess the risks of material misstatement of the 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;

â¢ Obtain an understanding of internal control 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 with reference to financial statements in place and the operating effectiveness of such controls;

â¢ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management;

â¢ Conclude on the appropriateness of Board of Directors'' 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 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; and

â¢ Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

13) 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.

14) 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.

15) From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the 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

16) The standalone financial statements of the Company for the year ended 31 March 2023 were audited by the predecessor auditor, Shah Dhandharia & Co LLP, who have expressed a qualified opinion on those standalone financial statements vide their audit report dated 2 May 2023.

Report on Other Legal and Regulatory Requirements

17) As required by section 197(16) of the Act based on our audit, we report that the Company has paid remuneration to its directors during the year in accordance with the provisions of and limits laid down under section 197 read with Schedule V to the Act.

18) As required by the Companies (Auditor''s Report) Order, 2020 (''the Order'') issued by the Central Government of India in terms of section 143(11) of the Act we give in the Annexure A a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

19) Further to our comments in Annexure A, as required by section 143(3) of the Act based on our audit, we report, to the extent applicable, 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 purpose of our audit of the accompanying standalone financial statements;

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, except for the matters stated in paragraph 19(h)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended);

c) The standalone financial statements dealt with by this report are in agreement with the books of account;

d) In our opinion, the aforesaid standalone financial statements comply with Ind AS specified under section 133 of the Act;

e) On the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2024 from being appointed as a director in terms of section 164(2) of the Act;

f) The adverse remarks relating to the

maintenance of accounts and other matters connected therewith are as stated in paragraph 19(b) above on reporting under section 143(3) (b) of the Act and paragraph 19(h)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended);

g) With respect to the adequacy of the

internal financial controls with reference to financial statements of the Company as on 31 March 2024 and the operating effectiveness of such controls, refer to our separate report in Annexure B wherein we have expressed an unmodified opinion; and

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, as detailed in note 43 to the standalone financial statements, has disclosed the impact of pending litigations on its financial position as at 31 March 2024;

ii) the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at 31 March 2024;

iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended 31 March 2024;

iv) a) The management has represented that,

to the best of its knowledge and belief, as disclosed in note 54(a) to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or securities premium or any other sources or kind of funds) by the Company to or in any person(s) or entity(ies), including foreign entities (''the intermediaries''), with 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 (''the Ultimate Beneficiaries'') or provide any guarantee, security or the like on behalf the Ultimate Beneficiaries;

b) The management has represented that, to the best of its knowledge and belief, as disclosed in note 54(a) to the standalone financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (''the 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; and

c) Based on such audit procedures performed as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the management representations under sub-clauses (a) and (b) above contain any material misstatement.

v) The final dividend paid by the Company during the year ended 31 March 2024 in respect of such dividend declared for the previous year is in accordance with section 123 of the Act to the extent it applies to payment of dividend.

As stated in note 22 to the accompanying standalone financial statements, the Board of Directors of the Company have proposed final dividend for the year ended 31 March 2024 which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with section 123 of the Act to the extent it applies to declaration of dividend.

vi) Based on our examination which included test checks, the Company, in respect of financial year commencing on 1 April 2023, has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has been operated throughout the year for all relevant transactions recorded in the software except that, audit trail feature was not enabled at database level for accounting software SAP S/4 HANA to log any direct data changes, as described in note 57 to the standalone financial statements. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with in respect of the accounting software where such feature was enabled.

For Walker Chandiok & Co LLP

Chartered Accountants

Firm''s Registration No.: 001076N/N500013

Mehulkumar Sharadkumar Janani

Partner

Membership No.: 118617 UDIN: 24118617BKBFFL8074

Place: Ahmedabad Date: 30 April 2024

Mar 31, 2023

To the Members of Adani Total Gas Limited

Report on the audit of the Standalone Financial StatementsQualified Opinion

We have audited the Standalone Financial Statements of Adani Total Gas Limited ("the Companyâ), which comprise the Standalone Balance Sheet as at 31^stMarch, 2023, the Standalone Statement of Profit and Loss (including other comprehensive income), the Standalone Statement of Cash Flows and the Standalone Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies, notes forming part of financial statements and other explanatory information (herein after referred to as "Standalone Financial Statementsâ),

In our opinion and to the best of our information and

according to the explanations given to us, except for the effects of the matters described in the ''Basis for Qualified Opinion'' section of our report, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("the Actâ) 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, ("Ind ASâ) and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31^st March, 2023, the Profit and other comprehensive Income, changes in equity and its cash flows for the year ended on that date,

Basis for Qualified Opinion

As described in Note 54 of the standalone financial

statements, management has represented to us that the Adani group has performed an internal assessment and has obtained an independent assessment from a law firm. However, pending the completion of

proceedings before the Hon''ble Supreme Court and investigations by Regulators, we are unable to comment

on the possible consequential effects thereof, if any, on these standalone financial statements.

We conducted our audit of the standalone financial

statements in accordance with the Standards on Auditing specified under section 143(10) of the Act (SAs). 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 ("ICAIâ) together with the independence requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics, We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion on the standalone financial statements.

Key Audit Matters

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 year, 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,

In addition to the matter described in the Basis for Qualified Opinion section we have determined the matters described below to be the key audit matters to

be communicated in our report,

Sr. No.	Key Audit Matter	Auditor''s Response
1.	Contingencies relating to taxation, litigations and	Principal Audit Procedures
	claims	We have obtained an understanding of the process
	The provisions and contingent liabilities relate	followed by the Company for assessment and
	to ongoing litigations and claims with various	determination of the amounts of provisions and
	authorities and third parties. These relate to direct	contingent liabilities relating to taxation, litigations
	tax, indirect tax, claims and general legal proceedings	and claims.
	arising in the regular course of business. As at the year ended 31^st March, 2023, the amounts involved are significant. The computation of a provision or contingent liability requires significant judgement by the Company because of the inherent complexity in estimating future costs. The amount recognized as a provision is the best estimate of the expenditure. The provisions and contingent liabilities are subject to changes in the outcomes of litigations and claims	We assessed company''s conclusions through discussions held with their in-house legal counsel and understanding precedents in similar cases. We communicated with the company''s external legal counsel on the certain material litigations to establish the likelihood of outflow of economic resources being probable, possible or remote in respect of the litigations.
	and the positions taken by the Company. It involves	We have involved subject matter experts with
	significant judgement and estimation to determine	specialized skills and knowledge to assist in the
	the likelihood and timing of the cash outflows and	assessment of the value of significant provisions
	interpretations of the legal aspects, tax legislations	and contingent liabilities relating to the pending
	and judgements previously made by authorities.	litigations, on sample basis, in light of the nature of the exposures, applicable regulations and related correspondence with the authorities.
		We also assessed and validated the adequacy and appropriateness of the disclosures made by the management in the standalone financial statements.

Information other than the Financial Statements and Auditor''s Report thereon

The Company''s management and Board of Directors are 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 Annexure 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.

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.

Management''s and Board of Director''s Responsibility for the Standalone Financial Statements

The Company''s Management and the Board of Directors are responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Actâ) with respect to the preparation and presentation of these Standalone Financial Statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the applicable Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.

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, the management and the Board of Directors are 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 also responsible for

overseeing the Company''s financial reporting process.

Auditor''s Responsibility 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:

Â¦ 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.

Â¦ 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.

Â¦ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management and Board of Directors.

Â¦ 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.

Â¦ Evaluate the overall presentation, structure and

content of the standalone financial statements, including the disclosures, and whether the

standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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 year 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,

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 ("the Orderâ) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the "Annexure

Aâ a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable,

2. As required by section 143(3) of the Act, based on

our audit we report that:

a, We have sought and except for the matter described in the Basis for Qualified Opinion paragraph, 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 Standalone Balance Sheet, the Standalone Statement of Profit and Loss including Other Comprehensive Income, the Standalone Statement of Cash Flows and the Standalone Statement of Changes in Equity 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 Indian Accounting Standards specified under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended;

e, The matter described in the Basis for Qualified Opinion paragraph above, in our opinion, may

have an adverse effect on the functioning of the Company;

f, On the basis of the written representations received from the directors as on 31^st March, 2023 and taken on record by the Board of Directors, none of the directors is disqualified

as on 31^st March, 2023 from being appointed as a director in terms of Section 164(2) of the Act;

g, The qualification relating to the other matters

connected with the Standalone Financial Statements are as stated in the Basis for Qualified Opinion paragraph above;

h, With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure Bâ; Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting,

i, 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, in our opinion and to the

best of our information and according to the explanations given to us:

A, The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 43 to the standalone financial statements;

B, The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term

contracts including derivative contracts;

C, There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company,

D, (i) The management of the company has

represented that, to the best of its knowledge and belief, as disclosed in Note 53B(b) to the standalone financial statements, no funds 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(s) or entity(ies), including foreign entities ("Intermediaries"), with 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;

(ii) The management of the company has

represented that, to the best of its knowledge and belief, as disclosed in Note 53B(b) to the standalone financial statements, no funds have been received by the company from any person(s) or entity(ies), including foreign entities ("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; and

(iii) Based on such audit procedures that

we have 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) above contain any material mis-statement.

E. The final dividend proposed in the

preceding year, declared and paid by the

Company during the year is in accordance

with Section 123 of the Act, as applicable. Further, 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.

3. With respect to the matters to be included in the Auditor''s Report in accordance with the requirements of section 197(16) of the Act, as

amended:

In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of section 197 of the Act. The remuneration paid to any director is not in excess of limit laid down under section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under section 197 (16) which are required to be commented upon by us.

For, SHAH DHANDHARIA & CO LLP

Chartered Accountants Firm Reg. No: 118707W/W100724

Shubham Rohatgi

Partner

Place: Ahmedabad Membership No. 183083

Date: 2^nd May, 2023 UDIN - 23183083BGVARD3947

Mar 31, 2022

Report on the audit of the Standalone Financial Statements

Opinion

We have audited the Standalone Financial Statements of Adani Total Gas Limited ("the Companyâ), which comprise the standalone Balance sheet as at 31st March, 2022, the Standalone Statement of Profit and Loss (including other comprehensive income), the standalone statement of cash Flows and the standalone statement of changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information (herein after referred to as "standalone Financial statementsâ).

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 ("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, ("Ind As") and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2022, the Profit and other 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 specified under section 143(10) of the Act (sAs). 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 together with the independence requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. 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,

Key Audit Matters

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 year. 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.

Sr. No.	Key Audit Matter	Auditor''s Response
1.	Contingent liabilities relating to taxation, litigations and claims	Principal Audit Procedures
	The provisions and contingent liabilities relate	We have obtained an understanding of the process followed
	to ongoing litigations and claims with various	by the Company for assessment and determination of the
	authorities and third parties. These relate to	amounts of provisions and contingent liabilities relating to
	direct tax, indirect tax, claims and general	taxation, litigations and claims.
	legal proceedings arising in the regular course of business. As at the year ended 31 March 2022, the amounts involved are significant. The computation of a provision or contingent	We assessed company''s conclusions through discussions held with their in-house legal counsel and understanding precedents in similar cases. We communicated with the company''s external legal counsel on the certain material
	liability requires significant judgement by the Company because of the inherent complexity in estimating future costs. The amount recognized as a provision is the best estimate	litigations to establish the likelihood of outflow of economic resources being probable, possible or remote in respect of the litigations.
	of the expenditure. The provisions and	We have involved subject matter experts with specialized
	contingent liabilities are subject to changes	skills and knowledge to assist in the assessment of the value
	in the outcomes of litigations and claims	of significant provisions and contingent liabilities relating
	and the positions taken by the Company. it	to the pending litigations, on sample basis, in light of the
	involves significant judgement and estimation	nature of the exposures, applicable regulations and related
	to determine the likelihood and timing of the	correspondence with the authorities.
	cash outflows and interpretations of the legal	We also assessed and validated the adequacy and
	aspects, tax legislations and judgements	appropriateness of the disclosures made by the management
	previously made by authorities.	in the standalone financial statements.

Information other than the Financial Statements and Auditor''s Report thereon

The Company''s management and Board of Directors are 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 Annexure to Board''s Report, Business Responsibility Report, corporate Governance and shareholder''s information, but does not include the standalone financial statements and our auditor''s report thereon.

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.

Management''s and Board of Director''s Responsibility for the Standalone Financial Statements

the company''s Management and the Board of Directors are responsible for the matters stated in Section 134(5) of the companies act, 2013 ("the actâ) with respect to the preparation and presentation of these standalone Financial Statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the company in accordance with the accounting principles generally accepted in india, including the applicable indian Accounting Standards (ind AS) prescribed under Section 133 of the Act, read with the Companies (indian Accounting Standards) Rules, 2015, as amended.

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, the management and the Board of Directors are 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 also responsible for

overseeing the Company''s financial reporting process.

Auditor''s Responsibility 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 standalone financial statements, including the disclosures, and whether the

standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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.

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 year 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.

Report on Other Legal and Regulatory Requirements

1. As required by the companies (Auditor''s Report) order, 2020 ("the orderâ) issued by the central Government of india in terms of sub-section (11) of section 143 of the Act, we give in the "Annexure

Aâ a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

2. 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 Standalone Balance Sheet, the Standalone Statement of Profit and Loss including Other

Comprehensive income, the Standalone Statement of cash Flows and the Standalone Statement of Changes in Equity 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 indian Accounting Standards specified under Section 133 of the Act, read with the Companies (indian Accounting Standards) Rules, 2015, as amended;

e. On the basis of the written representations received from the directors as on 31st March, 2022 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2022 from being appointed as a director in terms of Section 164(2) of the Act;

f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in ''Annexure Bâ; Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting.

g. 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, in our opinion and to the

best of our information and according to the explanations given to us:

A. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 39

to the standalone financial statements;

B. The Company did not have any long-term contracts including derivative contracts for

which there were any material foreseeable losses.

C. There were no amounts which were required to be transferred to the investor

Education and Protection Fund by the

Company.

D. (i) The management of the company has represented that, to the best of it''s knowledge and belief, no funds 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(s) or entity(ies), including foreign entities ("intermediariesâ), with 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 Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(ii) The management of the company has represented that, that, to the best of

it''s knowledge and belief, no funds have been received by the company from any person(s) or entity(ies), including foreign entities ("Funding Partiesâ), 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 Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

(iii) Based on such audit procedures that

we have 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) above contain any material mis-statement.

E. The final dividend proposed in the preceding year, declared and paid by the Company during the year is in accordance with Section 123 of the Act, as applicable. Further, 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.

3. With respect to the matters to be included in the Auditor''s Report in accordance with the requirements of section 197(16) of the Act, as amended:

in our opinion and to the best of our information

and according to the explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of section 197 of the Act. The remuneration paid to any director is not in excess of limit laid down under section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under section 197(16) which are required to be commented upon by us.

For SHAH DHANDHARIA & CO LLP

Chartered Accountants Firm''s Registration No. 118707W/W100724

Shubham Rohatgi

Partner

Place: Ahmedabad Membership No. 183083

Date : 4^th May, 2022 UDIN: 22183083AJCSBX1152

Mar 31, 2021

We conducted our audit of the standalone financial

statements in accordance with the Standards on Auditing specified under section 143(10) of the Act (SAs). 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 (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 there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. 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.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current

year. These matterswere addressed in the context of our audit of the financialstatements 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.

Sr.

No.

Key Audit Matter

Auditor''s Response

Appropriateness of Classification under Contingent Liability

The company has material uncertain legal positions in relation to property tax matters which involve

significant judgment to determine the possible outcome of the litigation and the nature of its classification,

During the year, the company has made reversal of erstwhile provided amount and has reclassified this amount of demand of property tax as contingent liability,

There is significant judgment and complexity involved in ascertaining the possible outcome of the legal position, Therefore, we have identified reclassification

of demand of property tax to contingent liability as a key audit matter,

Principal Audit Procedures

We have obtained complete details of property tax demands andlitigations pending as on 31^st March, 2021 from management, Ad-interim relief order obtained by the company from High Court has enabled the company to reclassify its erstwhile provided amount to contingent liability (not provided for),

We have assessed the position of previous litigations filed by the company in similar matters for previous years, We assessed company''s conclusions through discussions held with their in-house legal counsel and understanding precedents in similar cases, We communicated with the company''s legal counsel on the relevant litigation to establish the likelihood of outflow of economic resources being probable, possible or remote in respect of the litigations,

We also assessed and validated the adequacy and appropriateness of the disclosures made by the

management in the financial statements,

To the Members of Adani Total Gas Limited (formerly known as Adani Gas Limited)

Report on the Audit of the Standalone

Financial Statements

Opinion

We have audited the accompanying standalone financial statements of Adani Total Gas Limited (formerly known as Adani Gas Limited) ("the Companyâ), which comprise the balance sheet as at 31^st March 2021, the statement of Profit and Loss(including other comprehensive income), the statement of changes in equity and the statement of cash flows for the year then ended, anda summary of significant accounting policies and other explanatory information (herein after referred to as "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 ("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, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31^st March, 2021, the profit and total comprehensive income, changes in equity and its cash flows for the year ended on that date,

Sr.

No.

Key Audit Matter

Auditor''s Response

Non-responses of external confirmations request perpetrated pursuant to SA 505

COVID-19 has impacted the procedure of external

confirmation request, Postal methods have been scrapped in this day and age, We had sent positive external confirmation requests through electronic modes, However, due to suspension of business activities of many confirming parties and nonavailability of their responsive staff, there are fewer confirmations received than anticipated, In such events, in accordance with SA, auditors have to revise the assessed risk of material misstatement at the assertion level, and modify the planned audit procedures, SA also directs the auditors to perform alternative audit procedures,

Principal Audit Procedures

We revised our assessed risk and have modified our audit procedures to mitigate these risks, We have obtained a reliable assurance pertaining to

transactions with confirming parties, in the sense for accurate and complete processing of routine and significant classes of transactions such as revenue, purchases and cash receipts or cash purchases,

We selected samples and tested the effectiveness of controls relating to accuracy and completeness of transactions in totality considering the frequency

and regularity of transactions,

We performed alternative audit procedures like follow-up confirmation requests, verification of subsequent payments and receipts to verify part of the balances appearing in the original confirmation requests,

Information other than the Financial Statements and Auditor''s Report thereon

The Company''s management and Board of Directors are responsible for 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 Report, Corporate Governance and Shareholder''s Information, but does not include the standalone financial statements and our auditors'' report thereon,

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 in the 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,

Management''s Responsibility 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 and presentation of these Standalone Financial Statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the applicable Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended,

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

with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, 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 financial statements - Refer Note 38

to the 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 were no amounts which were required to be transferred to the Investor Education and Protection Fund by the company.

3. With respect to the matters to be included in the Auditor''s Report in accordance with the requirements of section 197(16) of the Act, as amended:

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 Financial Statements

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

â¢ 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.

â¢ 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.

â¢ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures in the standalone

financial statements made by management.

â¢ 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.

â¢ Evaluate the overall presentation, structure and

content of the standalone financial statements, including the disclosures, and whether the

standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We also provide those charged with governance with astatement 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 financial statements of the current year 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.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 ("the Orderâ), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give

in the "Annexure Aâ a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, 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 Standalone Balance Sheet, the Standalone Statement of Profit and Loss including Other

Comprehensive Income, the Standalone Statement of Cash Flows and the Standalone Statement of Changes in Equity 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 Accounting Standards specified under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.

e) on the basis of the written representations received from the directors as on 31^st March, 2021 taken on record by the Board of Directors,

none of the directors is disqualified as on 31^stMarch, 2021 from being appointed as a director

in terms of Section 164 (2) of the Act.

f) with respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure Bâ.Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting

g) with respect to the other matters to be included in the Auditor''s Report in accordance

For SHAH DHANDHARIA & CO LLP

Chartered Accountants Firm''s Registration No. 118707W/W100724

Place: Ahmedabad Date :4^th May 2021

Shubham Rohatgi

Partner

Membership No. 183083 UDIN: 21183083AAAACF9436

Mar 31, 2019

INDEPENDENT AUDITOR''S REPORT

To The Members of Adani Gas Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of Adani Gas Limited ("the Companyâ), which comprise the balance sheet as at 31^st March 2019, the statement of Profit and Loss (including other comprehensive income), the statement of changes in equity and the statement of cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information (herein after referred to as "Standalone Financial Statementsâ).

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 ("the Actâ) 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, ("Ind ASâ) and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31^st March, 2019, the profit and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Sr.

No.

Key Audit Matters

Procedures performed and Auditor''s Response

Accuracy for measurement of expected credit losses for receivables - domestic consumers of Piped Natural Gas

The Company follows ''simplified approach'' for recognition of impairment for ''recoverable'' from the domestic consumers of Piped Natural Gas (PNG). Under the simplified approach, the Company recognizes impairment allowance based on lifetime expected credit loss.

The objective of the impairment is to recognize lifetime expected credit losses for the recoverable for which there have been significant increases in credit risk since initial recognition, whether assessed on an individual or collective basis, considering all reasonable and supportable information.

A recoverable is checked for impairment at each reporting period. There are various assessment parameters designed and adopted by the Company on which recoveries from a move-in consumer is considered for impairment which includes but does not limit to, identification of customers to initiate litigations for recovery and for temporary disconnection.

We have reviewed the amounts recoverable from the domestic consumers of PNG and their likelihood of recovery. The Company has provided in full for the balances recoverable outstanding from move-in

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act (SAs). 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 (ICAI) together with the independence requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. 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.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current year. These matters were addressed in the context of our audit of the 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.

Information other than the Financial Statements and Auditor''s Report thereon

Sr.

No.

Key Audit Matters

Procedures performed and Auditor''s Response

domestic consumers of PNG for more than a year, for recoveries with ongoing or proposed legal matters and customers identified for temporary disconnection. We have tested the appropriateness of controls established by recovery department of the Company.

Appropriateness of Classification under Contingent Liability

The Company has material uncertain tax positions in relation to tax matters which involves significant judgment to determine the possible outcome of the litigation.

We have obtained complete details of tax assessments and demands pending as on 31^st March, 2019 from management. There are certain grounds of appeals yet to be decided by courts, which are already decided in favour of the Company for subsequent years by lower appellate authorities.

As the revenue has not escalated to courts for the same matter in subsequent years as on the date of financial statements, therefore it can be said that there is no dispute alive with respect to the same. We have considered favorable legal precedence and rulings in Company''s own cases against lower appellate authorities and have taken a view that there is no contingent liability outstanding with regards to the same.

The Company''s management and Board of Directors are responsible for the other information. The other information comprises the information included in the Company''s annual report, but does not include the standalone financial statements and our auditors'' report thereon.

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 in the 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.

Management''s Responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Actâ) with respect to the preparation and presentation of these Standalone Financial Statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the applicable Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.

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.

The Board of Directors are responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibilities for the Audit of the 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 standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 ("the Orderâ), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Companies Act, 2013, we give in the "Annexure Aâ a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, 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, the Cash Flow Statement and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.

e) on the basis of the written representations received from the directors as on 31st March, 2019 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2019 from being appointed as a director in terms of Section 164 (2) of the Act.

g) 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, 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 financial statements -Refer Note 37 to the 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 were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

3. With respect to the matters to be included in the Auditor''s Report in accordance with the requirements of Section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director is not in excess of limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) which are required to be commented upon by us.

(Referred to in Paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' section of our Report of even date)

(i) (a) The Company has maintained proper records

showing full particulars, including quantitative details and situation of fixed assets.

(b) As explained to us, fixed assets, according to the practice of the Company, are physically verified by the management at reasonable intervals, in a phased verification programme, which, in our opinion, is reasonable, looking to the size of the Company and the nature of its business.

(c) The title deeds of immovable properties, as disclosed in Note 3 on Property, Plant and Equipment, to the financial statements, are held in the name of the Company, except for leasehold land.

(ii) The inventory, other than stocks lying with third parties, has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable. The discrepancies noticed on verification between the physical stocks and the book records were not material and have been properly dealt with in the books of account.

(iii) According to the information and explanations given to us, the Company has granted loans, unsecured, to one party covered in the register maintained under section 189 of the Companies Act, 2013, in respect of which:

(a) The terms and conditions of the grant of such loans are, in our opinion, prima facie, not prejudicial to the Company''s interest

(b) The schedule of repayment of principal and payment of interest has been stipulated and repayments or receipts of principal amounts and interest have been regular as per stipulations.

(iv) In our opinion and according to information and explanations given to us, the Company has complied with provisions of Section 185 and 186 of the Act in respect of grant of loans, making investments and providing guarantees and securities, as applicable.

(v) According to information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of the directives issued by the Reserve Bank of India, provisions of section 73 to 76 of the Act, any other relevant provisions of the Act and the relevant rules framed there under. Accordingly the provisions of Clause

3 (v) of the Order are not applicable.

(vi) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules 2014 prescribed by the Central Government under section 148(1) of the Companies Act, 2013 in respect of the Company''s products/ services to which the said rules are made applicable and are of the opinion that prima facie the prescribed cost records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii) (a) According to the information and explanations

given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including Provident Fund, Employees State Insurance, income tax, sales tax / value added tax, goods and services tax, excise duty, duty of customs, entry tax, cess and other material statutory dues have generally been deposited regularly during the year by the Company with the appropriate authorities.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of applicable statutory dues as referred to above were in arrears as at 31st March 2019 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, there are no material dues of provident fund, employees'' state insurance, wealth tax, value added tax, cess which have not been deposited with the appropriate authorities on account of any dispute. However, according to information and explanations given to us, the following dues of service tax, income tax, excise duty, sales tax/ value added tax and Municipal Corporation Tax have not been deposited by the Company on account of disputes.

(viii) According to the information and explanations given to us and on the basis of our examination of the records of the Company, it has not defaulted in repayment of loans or borrowings from Banks and Financial Institutions. The Company has not taken any loan from government and has not issued any debentures.

Name of Statute	Nature of the dues	Forum where dispute is pending	Amount (*) (? in Crores)	Amount paid under protest (? in Crores)	Period to which the amount relates
Central Excise Act, 1994	Excise Duty	Assessing Authority	15.40	0.22	2006-07 to2015-16
		Appellate Tribunal	5.65	0.21	2008-09 to 2013-14
		High Court	6.32	3.16	2006-07 & 2007-08
Finance Act, 1994	Service Tax	Assessing Authority	1.32	Nil	2008-09 to 2016-17
		Appellate Authority up to Commissioner''s Level	0.05	0.00#	2008-09 to 2012-13
		Appellate Tribunal	24.24	3.01	2005-06, 2008-09 to 2011-12
Income Tax Act	Income Tax	Assessing Authority	0.30	0.25	2008-09 & 2012-13
		Appellate Authority up to Commissioner''s Level	0.37	0.07	2015-16
		Appellate Tribunal	0.65	0.03	2014-15
		High Court	0.88	0.88	2007-08
Sales Tax Act	Sales Tax	Appellate Authority up to Commissioner''s Level	0.08	Nil	2012-13
Sales Tax Act	Sales Tax	Appellate Tribunal	6.75	Nil	2009-10
Municipal Corporation	Property Tax	Supreme Court	29.16	29.16	2010-11 to 2018-19

(*) Excluding Interest and Penalty where the notice does not specifies the same. (#) Figures below Rs,50,000

(ix) Based upon the audit procedures performed, the Company has not raised moneys by way of initial public offer or further public offer. In our opinion and as per the information and explanations given by the management, the Funds raised through debt instruments and term loans have been applied for the purpose they were raised.

(x) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practice in India, and according to the information and explanation given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year.

(xi) According to the information and explanations given to us and on the basis of our examination of the records of the Company, managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V of the Act.

(xii) In our opinion, the Company is not a Nidhi Company. Accordingly the provisions of Clause 3 (xii) of the Order are not applicable.

(xiii) As per information and explanation given to us and on the basis of our examination of the records of the Company, all the transaction with related parties are in compliance with Section 177 and 188 of Companies Act 2013 and all the details have been disclosed in Standalone Financial Statements as required by the applicable Indian Accounting Standards.

(xiv) According to the information and explanations given to us and on the basis of our examination of the records, the Company has not made any preferential allotment or private placement or not issued any fully or partly convertible debenture during the year under review. Accordingly the provisions of Clause 3(xiv) of the Order are not applicable.

(xv) According to the information and explanations given to us and on the basis of our examination of the records, Company has not entered into any noncash transactions with any director or any person connected with him. Accordingly the provisions of Clause 3(xv) of the Order are not applicable.

(xvi) In our opinion, the Company is not required to be registered under Section 45 IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions of Clause 3(xvi) of the Order are not applicable.

the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the Financial Statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A Company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company''s internal financial control over financial reporting includes those policies and procedures that:

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

For SHAH DHANDHARIA & CO.

Chartered Accountants

(Firm''s Registration No. 118707W)

SHUBHAM ROHATGI

Place : Ahmedabad Partner

Date : 27^th May, 2019 (Membership No.183083)

Mar 31, 2018

Report on the Ind AS Financial Statements

We have audited the accompanying Ind AS Financial Statements of Adani Gas Limited (âthe Companyâ), which comprise the Balance Sheet as at 31st March, 2018, the Statement of Profit and Loss (including other comprehensive income), the Statement of Cash Flows and Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information (herein after referred to as âInd AS Financial Statementsâ).

Managementâs Responsibility for the Ind AS Financial Statements

The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation and presentation of these Ind AS Financial Statements that give a true and lair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the applicable Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.

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 Ind AS Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditorâs Responsibility

Our responsibility is to express an opinion bn these Ind AS Financial Statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Ind AS Financial Statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Ind AS Financial Statements. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the Ind AS Financial Statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companyâs preparation of the Ind AS Financial Statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appiopi idleness ol the accounting policies used and the reasonableness of the accounting estimates made by the Companyâs Directors, as well as evaluating the overall presentation of the Ind AS Financial Statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Ind AS Financial Statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind AS Financial Statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including the Ind AS, of the financial position of the Company as at 3 l^M March, 2018 and its financial performance including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Other Matter

The comparative financial figures of the Company for the year ended 31^sâ March 2017 included in these Financial Statements was audited by previous auditor, whose audit report on these comparative financial statements expressed unmodified opinion which we have relied upon.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in âAnnexure Aâ statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

2. As required by section 143(3) of the Act, 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, the Statement Cash Flows and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

d) in our opinion, the aforesaid Ind AS Financial Statements comply with the Accounting Standards specified under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules 2015, as amended;

e) on the basis of the written representations received from the directors as on 31^sl March, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on 31^s1 March, 2018 from being appointed as a director in terms of Section 164 (2) of the Act;

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in âAnnexure Bâ;

g) with respect to the other matters to be included in the Auditorâs Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, 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 financial statements - Refer Note 38 & 44 (e) to the 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 were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

Annexure - A to the Independent: Auditorâs Report RE: Adani Gas Limited

(Referred to in Paragraph 1 of our Report of even dale)

The Annexure referred to in our Independent: Auditorâs Report: to the members of the Company on the Ind AS Financial Statements tor the year ended 31^sl March 2018, we report that:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(c) The title deeds of immovable properties, as disclosed in Note 3 on property, plant and Equipment, to the financial statements, are held in the name of the company, except for leasehold land.

(iii) (a) The Company has granted unsecured interest free loan to one party (Ultimate Holding Company) covered in the register maintained under section 189 of the Act. According to the information and explanation given to us and the records produced to us, the terms and conditions of the grant of such loan are not prejudicial to the interest of the Company considering managementâs representation that loan is given considering the Companyâs economic interest and out of internal generations.

(b) The schedule of repayment of principal value of interest free loan is stipulated and the receipt of the same is regular.

(iv) According to the information and explanations given to us and representations made by the Management, the Company has complied with the provisions of section 185 and 186 of the Act in respect of the loans and investments made, and guarantees provided by it.

(v) The Company has not. accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposit) Rules, 2015 with regard to the deposits accepted from the public are not applicable.

(vi) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules 2014 prescribed by the Central Government under section 148(1) of the Companies Act, 2013 in respect of the companyâs products/ services to which the said rules are made applicable and aie of the opinion that prima facie the prescribed cost records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including Provident: Fund, Employees State Insurance, income tax, sales tax, GST, service tax, duty of customs, entry tax, value added tax, cess and other material statutory dues have generally been deposited regularly during the year by the Company with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of applicable statutory dues as referred to above were in arrears as at 31^sâ March 2018 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no material dues of provident fund, employeesâ state insurance, sales tax, wealth tax, excise duty, value added tax, cess which have not been deposited with the appropriate authorities on account of any dispute. However, according to information and explanations given to us, the following dues of service tax, income tax, duty of excise and Municipal Corporation Tax have not been deposited by the Company on account of disputes.

Name of Statute	Nature of the dues	Forum where dispute is pending	*Amount() (Rs. in Lacs)**	Amount paid under protest (Rs.in Lacs)	Period to which the amount relates
Central Excise Act, 1944	Excise Duty	Assessing Authority	1540.09	22.50	2006-07 to 2015-16
		Appellate Tribunal	565.53	21.21	2008-09 to 2013-14
		High Court	631.57	315.79	2006-07 & 2007-08
Finance Act, 1994	Service Tax	Assessing Authority	120.92	Nil	2008-09 to 2013-14
		Appellate Authority upto Commissionerâs Level	4.85	0.36	2008-09 to 2012-13
		Appellate Tribunal	2424.18	300.65	2005-06, 2008-09 to 2011-12
Income Tax Act	Income Tax	Assessing Authority	41.14	41.14	2008-09
		Appellate Authority upto Commissionerâs Level	65.48	Nil	2014-15
		Appellate Tribunal	157.73	30.90	2006-07, 2008-09 to 2013-14
		High Court	88.37	88.37	2007-08
Sales Tax Act	Sales Tax	Appellate Authority upto Commissionerâs Level	8.21	Nil	2012-13
Municipal Corporation	Property Tax	Supreme Court	2016.10	2016.10	2010-11 to 2015-16

(*) Excluding Interest and Penalty where the notice does not specifies the same.

(viii) According to the information and explanations given to us and on the basis of our examination of the records of the Company, it has not defaulted in repayment of loans or borrowings from Banks and financial Institutions, the Company has not taken any loan from government and has not issued any debentures.

(ix) Based upon the audit procedures performed, the company has not raised moneys by way of initial public offer or further public offer. In our opinion and as per the information and explanations given by the management, the Funds raised through debt instruments and term loans have been applied for the purpose they were raised.

(x) During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practice in India, and according to the information and explanation given to us, we have neither come across any instance of material fraud by the company or on the company by its officers or employees, noticed or reported during the year.

(xii) In our opinion, the Company is not a nidhi Company. Accordingly the provisions of Clauses 3 (xii) of the Order are not applicable.

(xiii) ^As P^er information and explanation given to us and on the basis of our examination of the records of the Company, all the transaction with related parties are in compliance with section 177 and 188 of Companies Act 2013 and all the details have been disclosed in Ind AS Financial Statements as required by the applicable Accounting Standards.

(xiv) According to the information and explanations given to us and on the basis of our examination of the records the Company has not made any preferential allotment or private placement or not issued any debenture during the year under review. Accordingly the provisions of paragraph 3(xiv) of the Order are not applicable.

(xv) According to the information and explanations given to us and on the basis of our examination of the records Company has not entered into any non-cash transactions with any director or any person connected with him. Accordingly the provisions of Clauses 3(xv) of the Order are not applicable to the Company.

(xvi) In our opinion, the company is not required to be registered under sect ion 45 IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions of clause 3(xvi) of the Order are not applicable.

For SHAH DHANDHARIA & CO.

Chartered Accountants

Firm Registration No. 118707W

Place : Ahmedabad Pravin Dhandharia

Date : 10/05/2018 Partner

Membership No. 115490

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