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Directors Report of Adani Total Gas Ltd.

Mar 31, 2023

Your Directors are pleased to present the 18^th Annual Report along with the Audited Financial Statements of your Company for the financial year ended 31^st March, 2023 (FY 2022-23).

FINANCIAL PERFORMANCE

The Audited Financial Statements of your Company as on 31^st March 2023, are prepared in accordance with the relevant applicable Ind AS and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulationsâ) and the provisions of the Companies

Act, 2013 ("Actâ).

The summarized financial highlight is depicted below: (H in Crore)
Particulars	Consolidated Results		Standalone Results
Particulars	2022-23	2021-22	2022-23	2021-22
Revenue from Operations	4,683.39	3,206.36	4,683.23	3,206.36
Operating Expenses	3,391.57	2,098.21	3,391.53	2,098.21
Administrative & Other Expenses	421.95	335.15	421.44	335.15
Total Expenditure	3,813.52	2,433.36	3,812.97	2,433.36
Operating EBITDA	869.87	773.00	870.26	773.00
Other Income	36.85	41.50	37.12	41.50
EBITDA	906.72	814.50	907.38	814.50
Finance Costs	78.43	52.73	78.55	52.73
Depreciation and Amortization Expenses	113.10	82.73	112.96	82.73
Profit for the year before Exceptional Items & Tax	715.19	679.04	715.87	679.04
Profit before tax	715.19	679.04	715.87	679.04
Tax Expense:	186.05	174.38	186.05	174.38
Profit for the year before share of profit / (loss) from joint ventures	529.14	504.66	529.82	504.66
Share of profit / (loss) from joint ventures	17.35	4.74	-	-
Net Profit / (Loss) after Joint Ventures	546.49	509.4	529.82	504.66

1. There are no material changes and commitments affecting the financial position of your Company between

the end of the financial year and the date of this report.

2. Further, there has been no change in nature of business of your Company.

PERFORMANCE HIGHLIGHTS

Consolidated Financial Results:

The key aspects of your Company''s consolidated performance during the FY 2022-23 are as follows:

Consolidated Operational Highlights:

â¢ In FY 2022-23 your Company has achieved CNG

Sales Volume of 459.36 MMSCM which is @ 61% of FY 2022-23 Sales Volume.

â¢ Your Company has achieved the PNG Sales Volume

293.64 MMSCM which is @ 39% of FY 2022-23 Sales Volume.

â¢ Along with its JV i.e. IndianOil Adani Gas Private Limited (IOAGPL), the Company now has operating

license in 52 Geographical Areas.

â¢ E-mobility - 104 charge point energize and approx. 2

Lakh KWH unit sold.

The dividend recommended is in accordance with your Company''s Dividend Distribution Policy. The Dividend Distribution Policy, in terms of Regulation 43A of the SEBI Listing Regulations is available on your Company''s

website at https://www.adanigas.com/investors/ corporate-governance

TRANSFER TO RESERVES

There is no amount proposed to be transferred to the Reserves. The closing balance of the retained earnings of your Company, for FY23, after all appropriations and adjustments was H 2,674.98 Crore.

fixed deposits

There were no outstanding deposits within the meaning of Section 73 and 74 of the Act read with rules made thereunder at the end of the FY 2022-23 or the previous financial years. Your Company did not

accept any deposit during the year under review.

PARTICULARS OF LOANS, Guarantees OR INVESTMENTS

The provisions of Section 186 of the Act, with respect to a loan, guarantee, investment or security is not applicable to your Company, as your Company is engaged in providing infrastructural facilities which is exempted under Section 186 of the Act. The particulars of loans, guarantee and investments made during the year under review are disclosed in the financial statements.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

A list of bodies corporate which are subsidiaries/ associates/ joint ventures of your Company is provided

as part of the notes to Consolidated Financial Statements.

During the year under review, following subsidiaries/ step- down subsidiaries and joint ventures have been formed/acquired:

â¢ Adani TotalEnergies Biomass Limited

â¢ Adani TotalEnergies E-mobility Limited

As on 31^st March, 2023, your Company had 2 subsidiaries and 2 joint ventures companies. Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, your Company has prepared Consolidated Financial Statements of your Company

â¢ Biomass - Initiated construction of India''s largest

biogas plant in Barsana, near Mathura which will have capacity to process 600 TPD of feedstock and produce about 42.6 TPD of CBG and 217 TPD of

Organic manure.

â¢ JV - Smartmeters Technologies Private Limited has established & operationalized manufacturing of

mechanical gas meters.

Consolidated Financial Highlights:

â¢ FY 2022-23 Revenue from Operations increased by 46% over FY 2021-22, from H 3,206.36 Crore to

H 4,683.39 Crore.

â¢ FY 2022-23 EBITDA has increased by 11% Y-o-Y to H 906.72 Crore vs. H 814.50 Crore in 2021-22.

Standalone Financial Results:

On standalone basis, your Company registered revenue from operations of H 4,683.23 Crore and PAT of

H 529.82 Crore.

The operational performance of your Company has been comprehensively discussed in the Management Discussion and Analysis Report, which forms part of

this Annual Report.

CREDIT RATING

The Companies financial discipline and prudence is

reflected in the strong credit ratings ascribed by rating agencies. The details of credit rating are disclosed in Corporate Governance Report, which forms part of this

Annual Report.

DIVIDEND

Your Directors have recommended a dividend of 25% (H 0.25/- per Equity Share of H 1 each) on the Equity Shares out of the profits of your Company for the FY 2022-23. The said dividend, if approved by the shareholders, would involve a cash outflow of H 27.50 Crore.

The details of shareholders'' pay-out since listing are: -and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1, which forms

part of this Annual Report.

The Annual Financial Statements and related detailed information of the subsidiary / joint venture companies shall be made available to the shareholders of the holding and subsidiary / joint venture companies seeking such information on all working days during business hours, The financial statements of the subsidiary / joint venture companies shall also be kept for inspection by any shareholders during working hours at your Company''s registered office and that of the respective subsidiary / joint venture companies concerned. In accordance with Section 136 of the Act, the Audited Financial Statements, including Consolidated Financial Statements and related information of your Company and audited accounts of each of its subsidiary / joint venture, are available on website of your Company at https://www.adanigas. com/investors/investor-downloads

Your Company has formulated a policy for determining

Material Subsidiaries. The policy is available on your Company''s website and link for the same is given in Annexure A of this report.

Pursuant to Section 134 of the Act read with rules made thereunder, the details of developments of subsidiaries and joint ventures of your Company are covered in the Management Discussion and Analysis Report, which

forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing Regulations, is presented in a section forming

part of this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As of 31^st March, 2023, your Company''s Board of Directors ("Boardâ) had ten members comprising of four Non-Executive Directors, one Executive Director and five Independent Directors. The Board has three

Women Directors out of which two are Independent Directors. The details of Board and Committee composition, tenure of Directors, areas of expertise and other details are available in the Corporate Governance Report, which forms part of this Annual Report.

CHANGES IN DIRECTORS

Mr. Jose Ignacio Sanz Saiz (DIN: 08705604) and

Mr. Maheswar Sahu (DIN: 00034051) has resigned as Directors of your Company w.e.f. 4^th August, 2022 and 3^rd November, 2023 respectively. The Board place on record the deep appreciation for valuable services and guidance provided by them during the tenure of their Directorship.

Mr. Shashi Shanker (DIN: 06447938) was appointed as an Additional Director (Non-Executive, Independent)

by the Board at its meeting held on 4^th May, 2022 and subsequently by the shareholder at 17^th Annual General Meeting held on 26^th July, 2022.

Mrs. Ahlem Friga Noy (DIN: 09652701) was appointed as an Additional Director (Non-Executive, NonIndependent) by the Board at its meeting held on 4^th August, 2022 and subsequently by the shareholders by postal ballot process on 30^th October, 2022.

Mr. Shailesh Haribhakti (DIN: 0 0 0 07347) was appointed as an Additional Director (Non-Executive,

Independent) by the Board at its meeting held on 3^rd November, 2022 and subsequently by the shareholders by postal ballot process on 26^th January, 2023.

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of your Company, Mr. Pranav V Adani (DIN: 00 0 0 8457) is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment.

Your Company has received declarations from all the Independent Directors confirming that they meet with

the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and the SEBI Listing Regulations and there has been no change in

the circumstances which may affect their status as an Independent Director.

change in key managerial personnel

During the year under review, Mr. Suresh P Manglani (DIN: 00165062) was appointed as an Additional Director and Whole-time Director designated as Executive Director and CEO by the Board of Directors

at its meeting held on 9^th February, 2023 and subsequently by the shareholders by postal ballot process on 6^th April, 2023.

Pursuant to provision of Section 203 of the Act, Mr. Suresh P Manglani, Executive Director & Chief Executive Officer, Mr. Parag Parikh, Chief Financial

Officer and Mr, Gunjan Taunk, Company Secretary

are Key Managerial Personnel of your Company as on 31^st March, 2023.

COMMITTEES OF BOARD

The details of various committees constituted by the Board, including the committees mandated pursuant to the applicable provisions of the Act and SEBI Listing Regulations, are given in the Corporate Governance Report, which forms part of this Annual Report.

NUMBER OF MEETINGS OF THE BOARD

The Board met 4 (four) times during the year under

review. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this

Annual Report.

INDEPENDENT DIRECTORS'' MEETING

The Independent Directors met on 30^th March, 2023, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of your Company, taking into account the views of Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

BOARD EVALUATION AND FAMILIARIZATION PROGRAMME

The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & Committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

As a step towards better governance practice, this year your Company engaged an experienced professional, to conduct the Board evaluation process which was facilitated through an online secured module ensuring transparent, effective and independent involvement of the management. The evaluation was conducted through a tailored questionnaire having qualitative

parameters and constructive feedback based on ratings. Recommendations arising from the evaluation pro cess were considered by the Board to o ptimize the effectiveness and functioning of Board and its Committees.

The results of evaluation depicted high level of commitment and engagement of the Board, its various Committees and senior leadership. The recommendations arising from the evaluation process were discussed at the Independent Directors'' meeting held on 30^th March, 2023. The same were considered by the Board to optimize the effectiveness and functioning of Board and its Committees.

During the year under review, your Company also conducted separate meetings for familiarization of the

Directors on different aspects.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

Your Company''s policy on Directors'' appointment and remuneration and other matters (Remuneration Policy) pursuant to Section 178(3) of the Act is available on

Company''s website at https://www.adanigas.com/ investors/corporate-governance.

The Remuneration Policy for selection of Directors and determining Directors'' independence set out the guiding principles for the Nomination and Remuneration

Committee for identifying the persons who are qualified to become the Directors, Your Company''s

Remuneration Policy is directed towards rewarding performance based on review of achievements. The Remuneration Policy is in consonance with existing industry practice.

We affirm that the remuneration paid to the Directors

is as per the terms laid out in the Remuneration Policy of your Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board, to the

best of their knowledge and based on the information and explanations received from the Company, confirm that:

a, in the preparation of the annual financial

statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

b. such accounting policies have been selected and applied consistently and judgement and estimates

have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2023 and of the profit of the Company for the year ended on that date;

c. proper and sufficient care has been taken for the 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 fraud and other irregularities.

d. the annual financial statements have been prepared on a going concern basis.

e. proper internal financial controls were in place and that the financial control were adequate and were operating effectively.

f. proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The details in respect of internal financial control

and their adequacy are included in Management and Discussion & Analysis Report, which forms part of this

Annual Report.

RISK MANAGEMENT

Your Company has a structured Risk Management Framework, designed to identify, assess and mitigate risks appropriately. The Board has formed a Risk Management Committee (RMC) to frame, implement

and monitor the risk management plan for your Company. The RMC is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses are systematically addressed through mitigation actions on a continual basis. Further details on the Risk Management activities, including the implementation of risk management policy, key risks identified and their mitigations, are covered in Management Discussion and Analysis section, which forms part of this Annual Report.

BOARD POLICIES

The details of the policies approved and adopted by the Board as required under the Act and SEBI Listing Regulations are provided in Annexure - A to this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The brief details of the CSR Committee are provided in the Corporate Governance Report, which forms part of this Annual Report. The CSR policy and CSR Plan is

available on Company''s website of your Company at https://www.adanigas.com/investors/corporate governance. The Annual Report on CSR activities is

annexed and forms part of this Annual Report.

Further, the Chief Financial Officer of your Company has certified that CSR spends of your Company for the FY 2022-23 have been utilized for the purpose and in

the manner approved by the Board of Director of the Company.

CORPORATE GOVERNANCE REPORT

Your Company is committed to good corporate governance practices. A separate report on Corporate Governance, as stipulated by SEBI Listing Regulations, forms part of this Annual Report along with the required certificate from a Practicing Company Secretary regarding compliance of the conditions of Corporate Governance, as stipulated.

In compliance with Corporate Governance requirements as per the SEBI Listing Regulations, your Company has formulated and implemented a Code of Conduct for all Board members and Senior Management Personnel

of your Company ("Code of Conductâ), who have affirmed the compliance thereto. The Code of Conduct

is available on the website of your Company''s at https://www.adanigas.com/investors/corporate-governance.

BUSINESS RESPONSIBILITY &

sustainability report

In accordance with the SEBI Listing Regulations, the Business Responsibility & Sustainability Report,

describing the initiatives taken by your Company from an environment, social and governance perspective for the year ended 31^st March, 2023, forms part of this

Annual Report.

ANNUAL RETURN

Pursuant to Section 134(3) (a) of the Act, the draft annual return as on 31^st March, 2023 prepared in accordance with Section 92(3) of the Act is made

available on the website of your Company and can be assessed using the link https://www.adanigas.com/ investors/investor-downloads

TRANSACTION WITH RELATED PARTIES

All transactions with related parties are placed before the Audit Committee for its prior approval. An omnibus approval from Audit Committee is obtained for the related party transactions which are repetitive in nature.

All transactions with related parties entered into during

the financial year were at arm''s length basis and in the ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and your Company''s

Policy on Related Party Transactions.

Your Company has not entered into any transactions

with related parties which could be considered material in terms of Section 188 of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC 2, is not applicable.

Your Company did not enter into any related party transactions during the year which could be prejudicial

to the interest of minority shareholders.

No loans / investments to / in the related party have been written off or classified as doubtful during the

year under review.

The Policy on Related Party Transactions is available on your Company''s website at https://www.adanigas. com/ investors/corporate governance.

GENERAL DISCLOSURE

Executive Director & CEO of your Company is not drawing any remuneration or commission from any of

the subsidiary of your Company.

Your Directors state that no disclosure or reporting is required in respect of the following items, as there were no transactions/events of these nature during the year under review:

1. Issue of equity shares with differential rights as to

dividend, voting or otherwise.

2. Issue of Shares (Including Sweat Equity Shares) to

employees of your Company under any scheme.

3. Significant or material orders passed by the Regulators or Courts or Tribunals which impact

the going concern status and your Company''s operation in future.

4. Voting rights which are not directly exercised by the employees in respect of shares for the

subscription/ purchase of which loan was given by your Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Act).

5. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

6. One time settlement of loan obtained from the Banks or Financial Institutions.

7. Revision of financial statements and Directors''

Report of your Company.

INSURANCE

Your Company has taken appropriate insurance for all

assets against foreseeable perils.

STATUTORY AUDITORS & AUDITORS'' REPORT

Pursuant to Section 139 of the Act read with rules made thereunder, as amended, M/s. Shah Dhandharia & Co. LLP, Chartered Accountants (Firm Registration No. 118707W/ W10 0724), were appointed as Statutory Auditors of your Company, for second term of five years till conclusion of the 22^nd Annual General Meeting (AGM) of the Company to be held in the year 2027. However, M/s. Shah Dhandharia & Co. LLP, Chartered Accountants has tendered their resignation due to increased professional pre-occupation in other assignments. Representative of the Statutory Auditors of your Company attended the previous AGM of your Company held on 26^th July, 2022.

Pursuant to Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, Board of Directors in its meeting held on

2^nd May, 2023 had appointed M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No.: 001076N/N500013) as the Statutory Auditors of the

Company, in place of M/s. Shah Dhandharia & Co. LLP, for a first term of 5 years.

Your Company has received letter from M/s. Walker Chandiok & Co. LLP, Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under Section 141 of the Act read with rules made thereunder and that they are not disqualified for such re-appointment.

The Statutory Auditors have however confirmed that they are not disqualified to be appointed Statutory Auditors and are eligible to hold office as Statutory

Auditors of your Company.

The Notes to the financial statements referred in the Auditors'' Report are self-explanatory. The Auditors'' Report is enclosed with the financial statements forming part of this Annual Report.

Explanation to Auditors'' Comment:

The Auditors'' Qualification has been appropriately

dealt with in Note No. 54 of the Notes to the Audited Financial Statements (Standalone and Consolidated).

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the Board had re-appointed Mr. Ashwin Shah, Practicing Company Secretary, to undertake the Secretarial Audit of your Company for the FY 2022-23. The Secretarial Audit Report for the year under review is provided as Annexure-B of this report. There are no qualifications, reservations or adverse remarks or disclaimers in the said Secretarial Audit Report.

COST AUDIT REPORT

Your Company has re-appointed M/s. N. D. Birla & Co.,

Practicing Cost Accountants, to conduct audit of cost records maintained for Petroleum Products of your Company for the year ended 31^st March, 2023.

The Cost Audit Report for the FY 2021-22 was filed

before the due date with the MCA.

Your Company has maintained the cost accounts and records in accordance with Section 148 of the Act, and rules made thereunder.

SECRETARIAL STANDARDS

During the year under review, your Company has complied with all the applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the

Institute of Company Secretaries of India.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditor have not reported any instances of fraud committed against your Company by its officers or employees to the Audit Committee of the Board under Section 143(12) of the Act.

PARTICULARS OF EMPLOYEES

Your Company had 550 employees (on consolidated

basis) as of 31^st March, 2023.

The percentage increase in remuneration, ratio of

remuneration of each director and Key Managerial Personnel (KMP) (as required under the Act) to the median of employees'' remuneration, as required under Section 197 of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in Annexure-C of this report.

The statement containing particulars of employees as required under Section 197 of the Act, read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provide in a separate annexure forming part of this report. In terms of Section 136 of the Act, the Annual Report is being sent to the shareholders and others entitled thereto, excluding the said annexure which is available for inspection by the shareholders at the Registered Office of your Company during business hours on working days of your Company. If any shareholder is interested in obtaining a copy thereof, such shareholders may write to the Company Secretary in this regard.

PREVENTION OF SEXUAL HARASSMENT AT

workplace

As per the requirement of The Sexual Harassment

of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has constituted Internal Complaints Committees (ICs), at all relevant locations across India to consider and resolve the complaints related to sexual harassment. The ICs includes external members with relevant experience. The ICs, presided by a senior woman, conduct the investigations and make decisions at the respective locations. Majority of the total members of the ICs are women. The ICs also work extensively on creating awareness on relevance of sexual harassment issues, including while working remotely.

During the year under review, your Company has not received any complaint pertaining to sexual harassment.

All new employees go through a detailed personal

orientation on anti-sexual harassment policy adopted by your Company.

VIGIL MECHANISM

Your Company has adopted a Whistle Blower Policy and has established the necessary Vigil Mechanism for Directors and employees in confirmation with Section 177 of the Act and Regulation 22 of SEBI Listing

Regulations, to facilitate reporting of the genuine concerns about unethical or improper activity, without

fear of retaliation.

The Vigil Mechanism of your Company provides for

adequate safeguards against victimization of Directors and employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit

Committee in exceptional cases.

No person has been denied access to the Chairman of the Audit Committee. The said policy is uploaded on

the website of your Company at https://www.adanigas. com/investors/corporate-governance.

During the year under review, your Company had not

received any complaint under the whistle blower policy.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, as amended is provided as Annexure-D of this this report.

acknowledgment

Your Directors are highly grateful for all the guidance,

support and assistance received from the Government of India, Governments of various states in India, Regulatory concerned Government departments, Financial Institutions and Banks. Your Directors thank all the esteemed shareholders, customers, suppliers and business associates for their faith, trust and confidence reposed in your Company,

Your Directors wish to place on record their sincere

appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that your Company continues to grow and

excel.

For and on behalf of the Board of Directors

Gautam S. Adani

Date: 2^nd May, 2023 Chairman

Place: Ahmedabad (DIN: 00006273)

Mar 31, 2021

Your Directors are pleased to present the 16^th Annual Report along with the Audited Financial Statements of your Company for the financial year ended 31^st March, 2021. Financial Performance The summarised financial highlight is depicted below: (H in Crores)
Particulars	Consolidated Results		Standalone Results
	2020-21	2019-20	2020-21	2019-20
Revenue from Operations	1,784.47	1,990.90	1,784.47	1,990.90
Operating Expenses	858.49	1,176.32	858.49	1,176.32
Administrative & Other Expenses	221.66	219.82	221.66	219.82
Total Expenditure	1,080.15	1,396.14	1,080.15	1,396.14
Operating EBITDA	704.32	594.76	704.32	594.76
Other Income	44.36	44.39	44.36	44.39
EBITDA	748.68	639.15	748.68	639.15
Finance Costs	40.48	41.05	40.48	41.05
Depreciation and Amortisation Expenses	62.52	50.70	62.52	50.70
Profit for the year before Exceptional Items & Tax	645.68	547.40	645.68	547.40
Less: Exceptional items	14.47	-	14.47	-
Profit before tax	631.21	547.40	631.21	547.40
Tax Expense:	159.26	111.16	159.26	111.16
Profit for the year before share of profit / (loss) from	471.95	436.24	471.95	436.24
joint venture Share of profit / (loss) from joint venture	(9.13)	0.08	_-	_-
Net Profit / (Loss) after Joint Venture	462.82	436.32	471.95	436.24
Note: 1. There are no material changes and commitments affecting	the financial position of the Company between the end of the
financial year and the date of this report. 2. Previous year figures have been regrouped / re-arranged wherever necessary.

Performance Highlights Consolidated Financial Results:

The audited consolidated financial statements of your Company as on 31^st March, 2021, prepared in accordance with the relevant applicable IND AS and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulationsâ) and provisions of the Companies Act, 2013, forms part of this Annual Report.

The key aspects of your Company''s consolidated performance during the financial year 2020-21 are as follows:

Operational Highlights:

â¢ In 2020-21 your Company has achieved Sales Volume

of 515.13 MMSCM which is @ 88% of 2019-20 Volume mainly due to nationwide Coivd-19 pandemic impact.

â¢ Your company has achieved the PNG Sales Volume

287.95 MMSCM which @ 99% of 2019-20 Sales Volume of 290.61 MMSCM.

â¢ Along with its JV, the Company is now operate license in 38 Geographical Areas.

Financial Highlights:

â¢ 2020-21 Revenue from Operations maintained @

H 1,784 Crores which @ 90% of 2019-20 level of H 1,991 Crores.

â¢ 2020-21 EBITDA has increased by 17% Y-o-Y to H 749 Crores vs. H 639 Crores in 2019-20.

Standalone Financial Results:

On standalone basis, your Company registered revenue from operations of H 1,784 Crores and PAT of H 472 Crores.

The detailed operational performance of your

Company has been comprehensively discussed in the Management Discussion and Analysis Report which

forms part of this Report.

Dividend

Your Directors have recommended a dividend of 25% (H 0.25/- per Equity Share of H 1 each) on the Equity

Shares out of the profits of the Company for the financial year 2020-21. The said dividend, if approved by the shareholders, would involve a cash outflow of H 27.50 Crores.

Your Directors also recommended a dividend of 10% (H 1/- per Preference Share of H 10 each) on the 10% Cumulative Redeemable Preference Shares out of

the profits of the Company for the financial year 2020-21. The said dividend, if approved by the

shareholders, would involve a cash outflow of H 0.60 Lakhs including tax thereon.

Covid-19 Pandemic

The Operational Performance of the Company has sustained well during the financial year and the

Company has been able to attain the Pre-Covid

monthly Sales Volume. The Company has considered the possible impacts of COVID-19 in preparation of

these financial statements including but not limited to assessment of going concern assumption, recoverable values of financial assets and expects to recover the carrying amount of these assets. The Company has also considered the economic conditions and the potential effect to the CGD industry. The Company is continuously and closely monitoring the developments. The impact of COVID-19 on the financial statements may differ from that estimated as at the date of approval of these financial statements.

Change of Name of the Company

During the year under review, the name of the

Company has been changed from Adani Gas Limited to "Adani Total Gas Limitedâ in order to reflect the names of the both Promoter Groups and a fresh Certificate of Incorporation was issued by Ministry of Corporate

Affairs on 1^st January, 2021.

Fixed Deposits

During the year under review, your Company has not

accepted any fixed deposits within the meaning of Section 73 of the Companies Act, 2013 and the rules

made there under.

Particulars of Loans, Guarantees or Investments

The provisions of Section 186 of the Companies Act, 2013, with respect to a loan, guarantee or security are not applicable to the Company as the Company is engaged in providing infrastructural facilities which is exempted under Section 186 of the Companies Act, 2013. The details of investment made during the year under review are disclosed in the financial statements.

Subsidiaries, Joint Ventures and Associate Companies

financial statements of the Company and its joint venture and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1 which

forms part of this Annual Report.

The annual financial statements and related detailed information of the joint venture company shall be made available to the shareholders of the holding and joint venture seeking such information on all working days during business hours. The financial statements of the joint venture shall also be kept for inspection by any shareholder/s during working hours at the Company''s registered office and that of the respective joint venture concerned. In accordance with Section 136 of the

Companies Act, 2013, the audited financial statements, including consolidated financial statements and related

information of the Company and audited accounts of its joint venture, are available on our website, www.adanigas.com

Pursuant to Section 134 of the Act read with Rule 8(1) of the Companies (Accounts) Rules, 2014 the details

of development of joint venture of the Company is covered in the Management Discussion and Analysis Report which forms part of this Annual Report.

Directors and Key Managerial Personnel Mr. Jose-Ignacio Sanz Saiz (DIN: 08705604) was appointed as an Additional Director (NonExecutive, Non-Independent) and Ms. Gauri Trivedi

(DIN: 06502788) was appointed as an Additional Director (Non-Executive, Independent) by the Board of

Directors at its meeting held on 5^th August, 2020.

As an Additional Directors Mr. Jose-Ignacio Sanz Saiz and Ms. Gauri Trivedi hold office upto the ensuing Annual General Meeting. The Company has received notices from members under Section 160 of the

Companies Act, 2013 proposing their appointment as Directors of the Company.

The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act. The Company has received declarations from all

the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and the SEBI Listing

Regulations and there has been no change in the circumstances which may affect their status as independent director during the year.

Pursuant to the requirements of the Companies Act, 2013 and Articles of Association of the Company, Mr. Alexis Thelemaque (DIN: 08563003) is liable to retire by rotation and being eligible offers himself for

re-appointment.

The Board recommends the appointment/ re-appointment of above directors for your approval.

Brief details of Directors proposed to be appointed/ re-appointed as required under Regulation 36 of the SEBI Listing Regulations are provided in the Annexure to the Notice of Annual General Meeting.

Directors'' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge

and ability, state the following:

a. that in the preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

Corporate Governance and Management Discussion & Analysis Reports Separate reports on Corporate Governance

compliance and Management Discussion and Analysis as stipulated by the SEBI Listing Regulations forms part of this Annual Report along with the required Certificate from Practicing Company Secretaries regarding compliance of the conditions of Corporate Governance as stipulated.

In compliance with Corporate Governance

requirements as per the SEBI Listing Regulations, your Company has formulated and implemented a Code of Business Conduct and Ethics for all Board members

and senior management personnel of the Company, who have affirmed the compliance thereto.

Business Responsibility Report The Business Responsibility Report for the year ended 31^st March, 2021 as stipulated under Regulation 34 of the SEBI Listing Regulations is annexed which forms

part of this Annual Report.

Prevention of Sexual Harassment at Workplace

As per the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has constituted Internal Complaints Committee (ICC) which is responsible for redressal of complaints related to sexual harassment. During the year under review, there were no complaints pertaining to sexual harassment.

Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return as on 31^st

March, 2021 is available on the Company''s website at https://www.adanigas.com/investors/investor-downloads

Related Party Transactions

All the related party transactions entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. Your Company had not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

During the year under review, your Company has entered into transactions with related party which are material as per Regulation 23 of the SEBI Listing Regulations and the details of the said transactions are provided in the Annexure to Notice of the Annual General Meeting.

b. that such accounting policies have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2021 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place

and that the financial control were adequate and were operating effectively;

f. that proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Policies

During the year under review, the Board of Directors

of the Company has adopted / amended / approved changes in Policy on Board Diversity and Code of internal procedures and conduct for regulating, monitoring and reporting of Trading by Insiders to comply with the recent amendments in the Companies Act, 2013 and SEBI Listing Regulations. Accordingly, the updated policies are uploaded on website of the Company at https://www.adanigas.com.

Number of Board Meetings

The Board of Directors met 5 (five) times during the year under review. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report which forms part of this report.

Independent Directors'' Meeting

The Independent Directors met on 31^st March, 2021, without the attendance of Non-Independent Directors

and members of the Management. The Independent Directors reviewed the performance of non-independent directors and the Board as a whole; the performance of

the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Board Evaluation

evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the

meetings and otherwise, independent judgment, governance issues etc.

As a step towards better governance practice, this year the Company, has engaged leading consultancy firm, to conduct the Board evaluation process which was facilitated through an online secured module ensuring transparent, effective and independent involvement of the management. The evaluation was conducted through a tailored questionnaire having qualitative parameters and constructive feedback based on ratings. Recommendations arising from the evaluation process were considered by the Board to optimise its effectiveness.

Policy on Directors'' Appointment & Remuneration

The Company''s policy on directors'' appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 is made available on the Company''s website at

http://www.adanigas.com.

Internal Financial Control System and their Adequacy

The details in respect of internal financial control and their adequacy are included in Management Discussion and Analysis Report, which forms part of this annual report.

Risk Management

The Board of the Company has formed a risk management committee to frame, implement and

monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area

of financial risks and controls.

Committees of the Board

Details of various committees constituted by the Board of Directors as per the provisions of the SEBI Listing Regulations and the Companies Act, 2013 are given in the Corporate Governance Report which forms part of this annual report.

Corporate Social Responsibility The Company has constituted a Corporate Social Responsibility (CSR) Committee and has framed a CSR Policy. The brief details of CSR Committee are provided in the Corporate Governance Report. The Annual Report on CSR activities is annexed to this Report. The CSR Policy is available on the website of the Company at http://www.adanigas.com.

Significant and Material Orders passed by the Regulators or Courts or Tribunals Impacting the going concern status of the Company

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company''s future operations.

Insurance

Your Company has taken appropriate insurance for all assets against foreseeable perils.

Auditors & Auditors'' Report

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules made thereunder,

M/s. Shah Dhandharia & Co. LLP, Chartered Accountants (Firm Registration No. 118707W/ W100724), were appointed as Statutory Auditors of the Company to hold office till conclusion of the

17^th Annual General Meeting (AGM) of the Company to be held in the calendar year 2022.

The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do

not call for any comments under Section 134 of the Companies Act, 2013. The Auditors'' Report is enclosed with the financial statements in this Annual Report. There were no qualifications, reservations, adverse remark or disclaimers given by Statutory Auditors of the Company.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, the Company has re-appointed Mr. Ashwin Shah, Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for 2020-21 is annexed, which forms part of this report as Annexure-A. There were no qualifications, reservation or adverse remarks or disclaimers given by Secretarial Auditors of the Company.

Reporting of frauds by Auditors

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the Audit Committee or the Board, under Section 143 (12) of the Act, any instances of fraud committed

against the Company by its officers or employees, the details of which would need to be mentioned in the Directors'' Report.

Cost Audit Report

Your Company has re-appointed M/s. N. D. Birla & Co.,

Practicing Cost Accountants to conduct audit of cost records maintained for Petroleum Products of the Company for the year ended 31^st March, 2022. The Cost Audit Report for the year 2019-20 was filed before the due date with the Ministry of Corporate Affairs.

The Company has maintained the cost accounts and records in accordance with Section 148 of the Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014.

Particulars of Employees

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in

separate annexure forming part of this Report as Annexure-B.

The statement containing particulars of employees as required under Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014 will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company. If any member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Acknowledgment

Your Directors are highly grateful for all the

guidance, support and assistance received from the Government of India, respective State Government, Financial Institutions and Banks. Your Directors thank all shareholders, esteemed customers, suppliers and business associates for their faith, trust and confidence reposed in the Company. Your Directors also wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that the Company continues to grow and excel.

For and on behalf of the Board of Directors
	Gautam S. Adani
Date: 04.05.2021	Chairman
Place: Ahmedabad	(DIN: 00006273)

Mar 31, 2019

DIRECTORS'' REPORT

Dear Shareholders,

The Directors are pleased to present the 14^th Annual Report along with the Audited Financial Statements of your Company for the financial year ended on 31^st March, 2019.

FINANCIAL PERFORMANCE

The summarized financial highlight is depicted below: (Rs, ^{In Crores)}

Particulars	Consolidated Results		Standalone Results
	2018-19Â®	2017-181	2018-19	2017-18
FINANCIAL RESULTS
Total Revenue	1,910.17	1,537.71	1,910.17	1,537.71
Total Expenditure other than Financial Costs and Depreciation	1,368.85	1,092.40	1,368.85	1,092.40
Profit before Depreciation, Finance Costs and Tax	541.32	445.31	541.32	445.31
Finance Costs	89.85	125.33	89.85	125.33
Depreciation, Amortization and Impairment Expense	67.31	61.01	67.31	61.01
Profit / (Loss) for the year before Exceptional Items and Tax	384.16	258.97	384.16	258.97
Add / (Less) Exceptional Items	27.64	-	27.64	-
Profit / (Loss) for the year before Taxation	356.52	258.97	356.52	258.97
Total Tax Expenses	127.81	94.39	127.81	94.39
Net Profit / (Loss) for the year from Continuing Operations	228.71	164.58	228.71	164.58
Net profit / (Loss) for the year from Discontinuing Operations	-	-	-	-
Profit for the year	228.71	164.58	228.71	164.58
Add / (Less) Share in Joint Venture & Associates	(0.01)	(2.61)	-	-
Net Profit / (Loss) after Joint Venture & Associates (A)	228.70	161.97	228.71	164.58
Add / (Less) Other Comprehensive Income (after tax) classified to Reserve & Surplus (B)	(0.61)	0.16	(0.60)	0.15
Add / (Less) Other Comprehensive Income (after tax) classified to Foreign Currency Translation Reserve	-	-	-	-
Total Comprehensive Income for the year	(0.61)	0.16	(0.60)	0.15
Add / (Less) Share of Minority Interest (C)	-	-	-	-
Net Profit / (Loss) for the year after Minority Interest (A B C)	228.09	162.13	228.11	164.73
APPROPRIATIONS	-	-	-	-
Net Profit / (Loss) for the year after Minority Interest (A B C)	228.09	162.13	228.11	164.73
Balance brought forward from previous year Profit / (Loss)	759.43	597.30	768.94	604.21
Add / (Less) : On account of Consolidation Adjustments	-	-	-	-
Add : Transition adjustment on account of Ind AS 115	4.45	-	4.45	-
Amount available for appropriations	991.97	759.43	1,001.50	768.94
Less : Appropriations	-	-	-	-
Proposed Dividend on Equity Shares	-	-	-	-
Tax on Dividend (Including surcharge) (net of credit)	-	-	-	-
Transfer to General Reserve	-	-	-	-
Balance carried to Balance Sheet	991.97	759.43	1,001.50	768.94

Note : 1. There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

2. Previous year figures have been regrouped / re-arranged wherever necessary.

PERFORMANCE HIGHLIGHTS Consolidated Financial Results:

The audited consolidated financial statements of your Company as on 31^st March, 2019, prepared in accordance with the relevant applicable IND AS and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulationsâ) and provisions of the Companies Act, 2013, forms part of this Annual Report.

The key aspects of your Company''s consolidated performance during the financial year 2018-19 are as follows:

Operational Highlights:

- The Company has registered a growth of 12.95% Y-o-Y basis in terms of overall sales volume as compared to previous year.

- The growth can be attributed to growth in sales volume of CNG by 11.53% and growth in sales volume of PNG by 14.49% on Y-o-Y basis.

- Along with its JV, the Company is now operational in 13 GAs.

Financial Highlights:

- FY 19 Revenue from Operations increased 32% Y-o-Y to Rs,1,823 Crores vs. Rs,1,385 Crores*.

- FY 19 Operating EBITDA has also increased 25% Y-o-Y to Rs,455 Crores vs. Rs,365 Crores.

*excluding effect of restatement in last year as per Ind AS 103

Standalone Financial Results:

On standalone basis, your Company registered total revenue of Rs,1,910.17 Crore and PAT of Rs,228.71 Crore.

The detailed operational performance of your Company has been comprehensively discussed in the Management Discussion and Analysis Report which forms part of this Report.

DIVIDEND

Your Directors have recommended a dividend of 25% (Rs,0.25/- per Equity Share of Rs,1 each) on the Equity Shares out of the profits of the Company for the financial year 2018-19. The said dividend, if approved by the shareholders, would involve a cash outflow of Rs,33.15 Crore including tax thereon.

Your Directors also recommended a dividend of 10% (Rs,1/- per Preference Share of Rs,10 each) on the 10% Cumulative Redeemable Preference Shares out of the profits of the Company for the financial year 2018-19. The said dividend, if approved by the shareholders, would involve a cash outflow of Rs,0.60 Lakhs including tax thereon.

Your Directors also approved an enabling resolution for redemption of 10% Cumulative Redeemable Preference Shares of Rs,10/- each along with interim dividend up to the date of redemption.

LISTING OF EQUITY SHARES OF THE COMPANY

We are pleased to inform that during the period under review, the Equity Shares of your Company got listed on 5^th November, 2018 on both the recognized Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited pursuant to Scheme of Arrangement.

AWARD OF NEW PROJECT UNDER 9^th AND 10^th ROUND OF CGD

- During the year, the Company won 15 additional Geographical Areas (GA) in ninth and tenth rounds of bidding for developing CGD Networks.

- The Company, along with its joint venture with Indian Oil Corporation Limited (IOCL), is now authorized to develop CGD networks in 38 GAs.

STATU S O F TH E C O M PO S I TE S C H E M E O F ARRANGEMENTS

The Composite Scheme of Arrangement among Adani Gas Holdings Limited (AGHL) and Adani Gas Limited (AGL'') and Adani Enterprises Limited (AEL) and their respective Shareholders and Creditors.

During the year under review, the Hon''ble National Company Law Tribunal, Bench at Ahmadabad (''NCLT'') had, vide its order dated 3^rd August, 2018 sanctioned the Composite Scheme of Arrangement among Adani Gas Holdings Limited (''AGHL!) and Adani Gas Limited (''AGL!) and Adani Enterprises Limited (''AEL!) and their respective Shareholders and Creditors. The scheme was approved by the shareholders, secured and unsecured creditors of the Company with requisite majority on 3^rd July, 2018. The Scheme inter-alia provided for:-

a. amalgamation of AGHL with AGL ("Part II of the Scheme"); and

i. Upon the effectiveness of Part II of the Scheme and in consideration of the amalgamation of the AGHL with AGL -

a. 1 (One) equity share of Rs,10/- (Rupees Ten only) each of the AGL credited as fully paid-up for

every 1 (One) compulsorily convertible preference share of Rs,10/- (Rupees Ten only) each to the compulsorily convertible preference shareholder of AGHL.

b. 1 (One) Preference Share of Rs,10/- (Rupees Ten only) each of the AGL credited as fully paid-up for every 1 (One) equity share of Rs,10/- (Rupees Ten only) to the equity shareholder of AGHL.

The Company had fixed 26^th August, 2018 as the record date to determine its shareholders who would be entitled to the shares of the Company as aforesaid, pursuant to the Part II of the Scheme.

Accordingly, the Board of Directors of the Company had on 26^th August, 2018 allotted Equity Shares and Preference Shares to those shareholders of AGHL whose names appeared in the Register of Members as on the Record Date in the above mentioned ratio.

b. subject to satisfactory fulfillment of (a) above, demerger of the Demerged Undertaking (as defined in the Composite Scheme of Arrangement) of AEL and transfer of the same to the AGL ("Part III of the Scheme").

i. Upon the effectiveness of Part III of the Scheme and in consideration of the transfer and vesting of the Demerged Undertaking into the Resulting Company:-

a. 1 (One) equity share of Rs,1/- (Rupee One only) each of the AGL credited as fully paid up for every 1 (One) equity share of Rs,1/- (Rupee One only) each to the equity shareholder of AEL.

AEL had fixed 7^th September, 2018 as the record date to determine its shareholders who would be entitled to the shares of the Company as aforesaid, pursuant to the Scheme.

Accordingly, the Board of Directors of the Company had on 9^th September, 2018 allotted Equity Shares to those shareholders of AEL whose names appeared in the Register of Members as on the Record Date in the above mentioned ratio.

FIXED DEPOSITS

During the year under review, your Company has not accepted any fixed deposits within the meaning of Section 73 of the Companies Act, 2013 and the rules made there under.

PARTICULARS OF LOANS, GUARAN TEES OR INVESTMENTS

The provisions of Section 186 of the Companies Act, 2013, with respect to a loan, guarantee or security are not applicable to the Company as the Company is engaged in providing infrastructural facilities which is exempt under Section 186 of the Companies Act, 2013. The details of investment made during the year under review are disclosed in the financial statements.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review, pursuant to composite scheme of arrangement, the Company has ceased as step-down subsidiary of Adani Enterprises Limited and as subsidiary of Adani Gas Holdings Limited.

Pursuant to the provisions of Section 129, 134 and 136 of the Companies Act, 2013 read with rules framed there under and Regulation 33 of the SEBI Listing Regulations, the Company has prepared consolidated financial statements of the Company and its joint venture and a separate statement containing the salient features of financial statement of joint ventures in Form AOC-1 which forms part of this Annual Report.

The annual financial statements and related detailed information of the joint venture company shall be made available to the shareholders of the holding and joint venture company seeking such information on all working days during business hours. The financial statements of the joint venture shall also be kept for inspection by any shareholder/s during working hours at the Company''s registered office and that of the respective joint venture concerned. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including consolidated financial statements and related information of the Company and audited accounts of each of its joint venture, are available on our website, www.adanigas.com.

Pursuant to Section 134 of the Act read with Rule 8(1) of the Companies (Accounts) Rules, 2014 the details of development of joint venture of the Company is covered in the Management Discussion and Analysis Report which forms part of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, Mr. Rajesh S. Adani (DIN: 00006322) and Mr. Rajeev Sharma (DIN: 00084188), resigned as Directors of the Company w.e.f. 22^nd October, 2018 due to their pre-occupation.

The Board places on record its deep appreciation of the valuable services rendered as well as advice and guidance provided by Mr. Rajesh S. Adani and Mr. Rajeev Sharma during their tenure.

Mr. Gautam S. Adani (DIN: 00006273) was appointed as an Additional Director (Non-Executive) by the Board at its meeting held on 22^nd October, 2018.

Mr. Suresh P Manglani (DIN: 00165062) was appointed as an Additional Director by the Board at its meeting held on 22^nd October, 2018. He was also appointed as an Executive Director of the Company for a period of five years i.e. up to 21^st October, 2023 subject to approval of members at the ensuing Annual General Meeting. Terms and conditions for his appointment are contained in the Explanatory Statement forming part of the notice of the ensuing Annual General Meeting.

Mr. Maheswar Sahu (DIN: 00034051), Mr. Naresh Kumar Nayyar (DIN: 00045395) and Mrs. Chandra Iyengar (DIN: 02821294) were appointed as Additional Directors (Non-Executive, Independent) of the Company w.e.f. 22^nd October, 2018.

As Additional Directors, Mr. Gautam S. Adani, Mr. Suresh P Manglani, Mr. Maheswar Sahu, Mr. Naresh Kumar Nayyar and Mrs. Chandra Iyengar hold office up to the ensuing Annual General Meeting. The Company has received notice from a member under Section 160 of the Companies Act, 2013 proposing their appointment as Directors of the Company.

In accordance with the provisions of Section 149 of the Companies Act, 2013, Mr. Maheswar Sahu, Mr. Naresh Kumar Nayyar and Mrs. Chandra Iyengar are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the ensuing Annual General Meeting of the Company.

The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act. The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as independent director during the year.

Mr. Naresh Poddar resigned as Chief Financial Officer of the Company w.e.f. 31^st January, 2019, in his desire for exploring new professional opportunities.

Mr. Hardik Sanghvi resigned as Company Secretary of the Company w.e.f. 8^th August, 2018 due to personal reasons. Further, Mr. Gunjan Taunk was appointed as Company Secretary w.e.f. 26^th August, 2018.

Pursuant to the requirements of the Companies Act, 2013 and Articles of Association of the Company, Mr. Pranav V. Adani (DIN: 00008457) is liable to retire by rotation and being eligible offer himself for re-appointment.

The Board recommends the appointment/re-appointment of above directors for your approval.

Brief details of Directors proposed to be appointed/ re-appointed as required under Regulation 36 of the SEBI Listing Regulations are provided in the Notice of Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state the following:

a. that in the preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2019 and of the profit of the Company for the year ended on that date;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial control were adequate and were operating effectively;

f. that proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

POLICIES

During the year under review, the Board of Directors of the Company has adopted / amended / approved changes in Corporate Social Responsibility Policy; Nomination and Remuneration Policy of Directors, Business Responsibility Policy; Key Managerial Personnel and Other Employees; Related Party Transaction Policy; Vigil Mechanism / Whistle Blower Policy; Code of Conduct for Board of Directors and Senior Management of the Company; Material Events Policy; Policy on Preservation of Documents; Dividend Distribution Policy; Website Content Archival Policy and Code of internal procedures and conduct for regulating, monitoring and reporting of Trading by Insiders to comply with the recent amendments in the Companies Act, 2013 and SEBI Listing Regulations. Accordingly, the updated policies are uploaded on website of the Company at https://www.adanigas.com.

NUMBER OF BOARD MEETINGS

The Board of Directors met 6 (six) times during the year under review. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report which forms part of this report.

INDEPENDENT DIRECTORS'' MEETING

The Independent Directors met on 13^th February, 2019, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of non-independent directors and the Board as a whole; the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

BOARD EVALUATION

The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

POLICY ON DIRECTORS'' APPOINTMENT & REMUNERATION

The Company''s policy on directors'' appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 is made available on the Company''s website at http://www.adanigas.com.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in Management and Discussion & Analysis, which forms part of this report.

RISK MANAGEMENT

The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls.

COMMITTEES OF THE BOARD

Details of various committees constituted by the Board of Directors as per the provision of the SEBI Listing Regulations and the Companies Act, 2013 are given in the Corporate Governance Report which forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted a Corporate Social Responsibility (CSR) Committee and has framed a CSR Policy. The brief details of CSR Committee are provided in the Corporate Governance Report. The Annual Report on CSR activities is annexed to this Report. The CSR Policy is available on the website of the Company at http://www.adanigas.com.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Separate reports on Corporate Governance compliance and Management Discussion and Analysis as stipulated by the SEBI Listing Regulations forms part of this Annual Report along with the required Certificate from Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated.

In compliance with Corporate Governance requirements as per the SEBI Listing Regulations, your Company has formulated and implemented a Code of Business Conduct and Ethics for all Board members and senior management personnel of the Company, who have affirmed the compliance thereto.

BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report for the year ended 31^st March, 2019 as stipulated under Regulation 34 of the SEBI Listing Regulations is annexed which forms part of this Annual Report.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made there under, your Company has constituted Internal Complaints Committee (ICC) which is responsible for redressal of complaints related to sexual harassment. During the year under review, there were no complaints pertaining to sexual harassment.

EXTRACT OFANNUALRETURN

The details forming part of the extract of the Annual Return in Form MGT-9 are annexed to this Report as Annexure-A.

RELATED PARTY TRANSACTIONS

All related party transactions entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. Your Company had not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC - 2 is not applicable. Suitable disclosure as required by the Indian Accounting Standard (Ind AS 24) has been made in the notes to the Financial Statements.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company''s future operations.

INSURANCE

Your Company has taken appropriate insurance for all assets against foreseeable perils.

AUDITORS & AUDITORS'' REPORT

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules made there under, M/s. Shah Dhandharia & Co., Chartered Accountants (Firm Registration No. 118707W), were appointed as Statutory Auditors of the Company to hold office till conclusion of the 17^th Annual General Meeting (AGM) of the Company to be held in the calendar year 2022.

The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors'' Report is enclosed with the financial statements in this Annual Report. There were no qualifications, reservations, adverse remark or disclaimers given by Statutory Auditors of the Company.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made there under, the Company has re-appointed Mr. Ashwin Shah, Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for FY 2018-19 is annexed, which forms part of this report as Annexure-B. There were no qualifications, reservation or adverse remarks or disclaimers given by Secretarial Auditors of the Company.

COST AUDIT REPORT

Your Company has re-appointed M/s. N. D. Birla & Co., Practicing Cost Accountants to conduct audit of cost records maintained for Petroleum Products of the Company for the year ended 31^st March, 2020. The Cost Audit Report for the year 2017-18 was filed before the due date with the Ministry of Corporate Affairs.

The Company has maintained the cost accounts and records in accordance with Section 148 of the Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in separate annexure forming part of this Report as Annexure-C.

The statement containing particulars of employees as required under Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014 will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company. If any member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, as amended from time to time is annexed to this Report as Annexure-D.

ACKNOWLEDGMENT

Your Directors are highly grateful for all the guidance, support and assistance received from the Government of India, respective State Government Financial Institutions and Banks. Your Directors thank all shareholders, esteemed customers, suppliers and business associates for their faith, trust and confidence reposed in the Company. Your Directors also wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that the Company continues to grow and excel.

For and on behalf of the Board of Directors

Gautam S. Adani

Date: 27.05.2019 ^Chairman

Place: Ahmedabad (DIN: 00006273)

Mar 31, 2018

Dear Shareholders,

The Directors are pleased to present the 13^th Annual Report along with the audited financial statements of your Company for the financial year ended on 31^st March, 2018.

FINANCIAL PERFORAAANCE SUMMARY

The summarized financial highlight is depicted below:

(Rs, In Lakhs)

Particulars	2017-18	2016-17
CNG sales	68,341.22	61,387.01
PNG sales	68,585.54	53,480.45
Transportation Income	236.36	242.56
Gas Connection Income	750.35	604.19
Other Operating Income	616.21	529.99
Other Income	828.12	4,053.64
Total income	1,39,357.80	1,20,297.84
Less: Total Expenditure	1,12,628.35	98,592.06
Profit / ( Loss) Before Exceptional Items & Tax	26,729.45	21,705.78
Add: Exceptional Items	-	(6,096.69)
Profit / ( Loss ) Before Tax	26,729.45	15,609.09
Less: Current Tax	8,282.00	4,654.46
Less: Deferred Tax	1,111.97	821.05
Less: Adjustment of earlier years	45.08	14.42
Profit / (Loss) After Tax	17,290.40	10,119.16
Total Other Comprehensive Income	14.19	(33.31)
Total Comprehensive Income	17,304.59	10,085.85

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

PROJECTS A) Ahmedabad:

During the year under review, your Company has continued to expand its network in Ahmedabad and has further laid steel and PE network to cater CNG fuel to vehicles and PNG to residential, industrial and commercial customers. At the end of the year your Company has 204 kms of Steel Pipelines, 4266 kms of PE main pipelines & PE service pipelines. Your Company operates 53 nos. of CNG stations. Further by the end of the year, your Company has 2,68,970 plus nos. of Residential customers, 2300 plus nos. of Commercial customers & 816 plus nos. of Industrial customers.

Further, for the year 2018-19, your Company plans to set up additional infrastructure network to cater Residential customers by another 40,000 customers, 225 commercial customers and 50 Industrial customers.

B) Vadodara:

During the year under review, your Company has 33 kms of Steel pipelines 8- 24 kms of PE pipelines in Vadodara. Your Company operates 6 nos. of CNG stations. Further by the end of the year, your Company has 584 nos. of Residential customers 8 91 nos. of Industrial customers.

C) Faridabad:

During the year under review, your Company has continued to expand its network in Faridabad and has further laid steel and PE network to cater to CNG fuel to vehicles and PNG to residential, industrial and commercial customers. At the end of the year your Company has 111 kms of Steel lines 8 1138 kms of PE lines. Your Company operates 13 nos. of CNG stations. Further by the end of the year, your Company has 34738 plus nos. of Residential customers, 98 nos. of Commercial customers 8 251 nos. of Industrial customers.

Further, for the year 2018-19, your Company plans to set up additional infrastructure network to cater additional residential customer base by another 15000 customers, 150 commercial customers and 50 Industrial customers.

D) Khurja:

During the year under review, your Company has continued to expand its network in Khurja and has further laid steel and PE network to cater to CNG fuel to vehicles and PNG to residential, industrial and commercial customers. At the end of the year, your Company has 30 kms of Steel lines 8 150 kms of PE main pipelines 8- PE service pipelines. Your Company operates 1 (one) CNG station..

Further, for the year 2018-19, your Company plans to set up additional infrastructure network to cater additional residential customer base by another 5000 customers, and 10 Industrial customers.

PERFORMANCE HIGHLIGHTS

As you are aware, sale of Gas to Ahmedabad & Vadodara have commenced in September, 2004, Your Company has also commenced operations in Faridabad in February, 2009 and Khurja in 2013. There has been excellent response to the projects from all consumers. Your Company has achieved an increase of 12% in case of CNG quantity & decrease by 23% in case of PNG quantity. Your Company had an average sale of 13.11 Lacs Standard Cubic Meters per Day (SCAAD).

(Lakhs SCM)

Particulars	Quantity (Lakhs SCA/l)		Growth % YOY
Particulars	2017-18	2016-17	Growth % YOY
CNG	2479	2209	12%
PNG	2307	1876	23%
Total	4786	4084	17%
Per Day LSCMD	13.11	11.19

Your Company has designed, developed, implemented and established its management system in conformance with the requirements of International Quality Management System (QMS) / Environment Management System (EMS) and Occupational Health 8- Safety Management System (OHSMS) and got accreditation of its management system from International Organization for Standardization (ISO) and obtained following certification:

- IS09001:2008 (QMS)

- IS014001.-2004 (EMS)

- OHSAS18001:2007 (OHSASMS)

By achieving these three certificates, your Company is able to address the requirements of all its stakeholders i.e. customer requirements through IS09001:2008, interest parties requirements through IS014001:2004 and employee requirements through OHSAS18001:2007. Your Company has been able to validate certification during interim surveillance audit.

In addition your Company has got Emergency Response & Disaster Management Plan (ERDMP) certified by PNGRB approved agency accredited as per codes of practices for ERDMP Regulation 2010. This restored our confidence not only in QMS/EMS/OSHAS processed but also our Emergency Response awareness, training and adequacy.

DIVIDEND

With a view to conserve the resources of the Company, the Directors have not recommended any dividend on Equity Shares for the financial year under review. In view of the same, the directors do not propose to carry amounts to reserves.

STATUS OF THE COMPOSITE SCHEME OF ARRANGEMENT

During the year under review, the Board of Directors at its meeting held on 18^th January, 2018 had approved the Composite Scheme of Arrangement among Adani Gas Holdings Limited (AGHL) and Adani Gas Limited (the Company) and Adani Enterprises Limited (AEL) and their respective shareholders and creditors for:

(a) amalgamation of AGHLwith the Company; and

(b) subject to satisfactory fulfilment of (a) above i.e., upon amalgamation of AGHL with the Company becoming effective, demerger of the Demerged Undertaking of AEL and transfer of the same to the Company.

The rational for the Composite Scheme of Arrangement are as under:

(i) The amalgamation of AGHL with the Company is for simplification of the holding structure resulting in reduction of managerial overlaps and reduction in multiplicity of legal and regulatory compliances.

(ii) Further, considering the following factors, it is desired to segregate Gas Sourcing and Distribution Business by way of demerger and transfer the same to the Company from other businesses of AEL:

(a) To lend greater/enhanced focus to the operation of the Gas Sourcing and Distribution Business and the other businesses.

(b) To facilitate the management to efficiently exploit opportunities for each of the Gas Sourcing and Distribution Business and the other businesses.

(d)To provide scope for independent collaboration and expansion pertaining to Gas Sourcing and Distribution Business.

The said Scheme is effective upon approval of shareholders and creditors, Honâble National Company Law Tribunal and other regulatory and statutory approvals as applicable.

FIXED DEPOSITS

During the year under review, your Company has not accepted any fixed deposits within the meaning of Section 73 of the Companies Act, 2013 and the rules made there under.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

No Company has become/ceased to be a Subsidiary/ Joint venture/ associate during the financial year 2017-18.

A separate statement containing the salient features of financial statements of Joint Venture in Form AOC-1 forms part of this Annual Report.

The financial statements of the Joint Venture shall be kept for inspection by any shareholder/s during working hours at the Companyâs registered office and that of the respective Joint Venture concerned.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Rajeev Sharma (DIN: 00084188) was appointed as an Additional Director by the Board at its meeting held on 1^st March, 2018. He was also appointed as a Whole-time Director of the Company subject to approval of members at the ensuing Annual General Meeting. As an Additional Director, he holds office upto the ensuing Annual General Meeting. The Company has received notice from a member under Section 160 of the Companies Act, 2013 proposing his appointment as a Director of the Company.

Pursuant to the requirements of the Companies Act, 2013 and Articles of Association of the Company, Mr. Pranav Adani (DIN: 00008457) is liable to retire by rotation and being eligible offers himself for re-appointment.

The Board recommends the appointment / re-appointment of above directors for your approval,

During the year under review, Mr. Shyamal Joshi (DIN: 00005766) and Ms. Nayanaben Gadhvi (DIN: 07148619) resigned from the Directorship of the Company w.e.f. 9^th October, 2017 due to personal reasons. Mr. Shridhar Tambraparni, Whole-time Director (DIN: 07131658) of the Company resigned w.e.f. the closure of business hours on 28^th February, 2018 on attaining the age of superannuation. The Board places on record its sincere appreciation for the valuable contribution and guidance rendered by Mr. Shyamal Joshi, Ms. Nayanaben Gadhvi and Mr, Shridhar Tambraparni during their tenure with the Company.

DIRECTORS* RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state the following:

a. that in the preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st Mach, 2018 and of the profit of the Company for the year ended on that date;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

NUMBER OF BOARD MEETINGS

During the year under review, seven Board Meetings were held on 11^th May, 2017, 28^th July, 2017, 16^th October, 2017, 4^th December, 2017, 13^th January, 2018, 18^th January, 2018 and 1^st March, 2018. The maximum time gap between any two meetings was not more than 120 days.

The attendance of each Director at the Board Meetings held during the year under review is as under:

Name of Directors	Meetings
Name of Directors	Held during the tenure	Attended
Mr. Pranav Adani	7	6
Mr. Rajesh S. Adani	7	7
Mr. Shridhar Tambraparni¹	6	6
Mr. Shyamal Joshi^	2	2
Ms. Nayanaben Gadhvi^	2	2
Mr. Rajeev Sharmaⁱ	-	-

1. Resigned as a Director of the Company w.e.f. closure of business hours on 28^th February, 2018 on attaining the age of superannuation.

2. Resigned as Directors w.e.f. 9^th October, 2017.

3. Appointed as a Whole-time Director of the Company for a period of 3 years w.e.f. 1^st March, 2018 subject to the approvals of members and such other approvals as may be required.

BOARD EVALUATION

The Board has adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience 8- competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION

Your Companyâs policy on directorsâ appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 is made available on the Companyâs website.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

SECRETARIAL STANDARDS

The Company complies with all applicable secretarial standards.

RISK MANAGEMENT

Your Company has a formal risk assessment and management system which periodically identifies risk areas, evaluates their consequences, initiates risk mitigation strategies and implements corrective actions where required.

COMMITTEES OF THE BOARD

Ministry of Corporate Affairs vide its notifications dated 5^th July, 2017 and 13^th July, 2017 has amended the provisions of the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Companies (Meetings of Board and its Powers) Rules, 2014 respectively, whereby it has been notified that the criteria / applicability in respect of appointment of Independent Directors and constitution of Audit Committee and Nomination and Remuneration Committee are no more applicable to the Company. Accordingly, the Board of Directors at the meeting held on 16^th October, 2017 had dissolved the Audit Committee and Nomination and Remuneration Committee.

a) Audit Committee:

During the year under review, two committee meetings were held on 11^th May, 2017 and 28^th July, 2017.

The details of attendance of the members at the committee meeting during the year are given below:

Name of Members	Meetings
Name of Members	Held	Attended
Mr. Shyamal Joshi, Chairman	2	2
Mr. Rajesh S. Adani, Member	2	2
Ms. Nayanaben Gadhvi, Member	2	2

b) Nomination and Remuneration Committee:

During the year under review, one Committee meeting was held on 11^th May, 2017.

The details of attendance of the members at the committee meeting during the year are given below:

Name of Members	Meetings
Name of Members	Held	Attended
Ms. Nayanaben Gadhvi, Chairperson	1	1
Mr. Pranav Adani, Member	1	-
Mr. Shyamal Joshi, Member	1	1

c) Corporate Social Responsibility Committee

During the year under review, your Company has reconstituted Corporate Social Responsibility Committee on 1^st March, 2018. The present members of the CSR Committee comprises of Mr. Rajeev Sharma, Mr. Pranav Adani and Mr. Rajesh S. Adani.

The Company has identified Primary Education, Community Health, Sustainable Livelihood Development and Rural Infrastructure Development as the core sectors for CSR. The role and functions of the CSR Committee are in conformity with the requirements of Section 135 of the Companies Act, 2013 and the rules made thereunder. The Annual Report on CSR activities is annexed herewith as Annexure-A which forms part of this report. The CSR Policy is available on the website of the Company.

During the year under review, one CSR Committee meeting was 11^th May, 2017.

The details of attendance of the members at the committee meeting during the year are given below:

Name of Members	Meetings
Name of Members	Held during the tenure	Attended
Mr. Shridhar Tambraparni, Chairman¹	1	1
Mr. Pranav Adani, Member	1	-
Ms. Nayanaben Gadhvi, Member^	1	1

1. Resigned as a Director of the Company w.e.f. closure of business hours on 28^th February, 2018. Accordingly, he also ceased as Member of the CSR Committee with effect from the said date,

2. Resigned as a Director of the Company w.e.f. 9^th October, 2017. Accordingly, she also ceased as Member of the CSR Committee with effect from the said date.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has formulated a vigil mechanism / Whistle Blower Policy to report to the management concerns about unethical behaviour, actual or suspected fraud or violation of the policy, The Vigil Mechanism / Whistle Blower Policy has been uploaded on the website of the Company at http://www.adaniQas.eom/Common/UDloads/DownloadTemolate/4 FFReport Ada ni⁰/o20Gas⁰/o20-⁰/o20Whistle⁰/o20Blower⁰/o20Policv⁰/o20-⁰/o20ViQir/o20Mechanism.pdf.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 are annexed to this Report as Annexure-B.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement, the Sexual Harassment of Women at Workplace (Prevention, Prohibition 8- Redressal) Act 2013, read with rules made thereunder an Internal Complaints Committee of the Group is responsible for redressal of complaints related to sexual harassment. During the year under review, there were no complaints pertaining to sexual harassment.

RELATED PARTY TRANSACTIONS

All related party transactions entered into during the financial year were on an armâs length basis and were in the ordinary course of business. Your Company had not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC 2 is not applicable, Suitable disclosure as required by the Indian Accounting Standard (Ind AS 24) has been made in the notes to the Financial Statements.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There were no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Companyâs future operations.

INSURANCE

The Company has taken appropriate insurance for all assets against foreseeable perils.

AUDITORS & AUDITORSâ REPORT

The shareholders at their 12^th Annual General Meeting (AGM) held on 8^th August, 2017, approved the appointment of M/s. Shah Dhandharia & Co., Chartered Accountants (Firm Registration No.: 118707W), as Statutory Auditors of the Company, to hold office from the conclusion of the 12^th AGM up to the conclusion of the 17^th AGM for FY 2021-22.

Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, the Company had appointed Mr. Ashwin Shah, Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for FY 2017-18 is annexed, which forms part of this report as Annexure-C.

There were no qualifications, reservation or adverse remarks given by Secretarial Auditors of the Company except for appointment of woman director, The Board of Directors would like to inform that the Company is in the process of appointment of Woman Director.

COST AUDIT REPORT

Your Company has re-appointed M/s N. D. Birla & Co., Cost Accountants to conduct audit of cost records maintained for Petroleum Products of the Company for the year ended 31^st March, 2019. The Cost Audit Report for the year 2016-17 was filed before the due date with the Ministry of Corporate Affairs.

PARTICULARS OF EMPLOYEES

The Statement of Employees who are in receipt of remuneration in excess of limits prescribed under the provisions of Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during the year under review is appended as an Annexure-D.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, as amended from time to time is annexed to this Report as Annexure-E.

ACKNOWLEDGMENT

Your Directors are highly grateful for all the guidance, support and assistance received from the Government of India, Government of Gujarat, Financial Institutions and Banks. Your Directors thank all shareowners, esteemed customers, suppliers and business associates for their faith, trust and confidence reposed in the Company.

Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that the Company continues to grow and excel.

For and on behalf of the Board of Directors

Date: 10.05.2018 Pranav Adani

Place: Ahmedabad Chairman

(DIN: 00008457)

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