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Notes to Accounts of Adani Total Gas Ltd.

Mar 31, 2023

a) Capital Reserve

The capital reserve was created as per Composite scheme of arrangement among Adani Gas Holding Limited and Adani Gas Limited and Adani Enterprises Limited and their respective shareholders and creditors under section 230 to 232 of the Companies Act, 2013 approved by National Company Law Tribunal ("NCLT") Bench at

Ahmedabad vide its order dated 3rd August, 2018. Hence, the same is not considered as a free reserve for the purpose of distribution of dividends.

b) Retained Earnings

The portion of profits not distributed among the shareholders are termed as retained earnings (free reserves). The Company may utilize the retained earnings for making investments for future growth and expansion plans, for the purpose of generating higher returns for the shareholders, for distributing dividend and bonus or for any other purpose, as approved by the Board of Directors of the Company.

c) Other Comprehensive Income

This reserve represents the cumulative gains and losses arising on the revaluation of equity investments measured at fair value through other comprehensive income.

a) Security Details:

Rupee Term Loans from bank is secured by

¦ First pari-passu charge over all present and future movable fixed assets including movable plant and machinery, machinery spare, tools and accessories, furniture and fixtures , vehicle and other movable

assets of Ahmedabad, Vadodara, Khurja, Faridabad and 9th Round Geographical Areas of the company for which ca-pex funding is sought.

¦ Second pari-passu charge over all current assets including uncalled capital, goodwill, operating cash flows, receivables, and revenue in whatsoever nature, present and future, pertaining to all Geographical Areas of

the company.

b) Repayment terms:

i) Rupee Term Loan of H88.57 Crores (previous year H130.25 Crores) is repayable in 7 Quarterly Instalments of H10.42 Crores each from Q1 FY24 and final instalment of H15.63 Crores in Q4 FY25 and said loan carries interest rate linked to the benchmark rate, presently @ 9.00% p.a. and is payable on monthly basis.

ii) Rupee Term Loan of H54.20 Crores (previous year H74.97 Crores) is repayable in 7 Quarterly Instalments of H5.71 Crores each from Q1 FY24 to Q3 FY25, instalment of H7.85 Crores in Q4 FY25 and final instalment of H6.36 Crores in Q1 FY26 and said loan carries interest rate linked to the benchmark rate, presently @ 8.75%

p.a.and is payable on monthly basis.

iii) Rupee Term Loan of H34.44 Crores (previous year H45.10 Crores) is repayable in 6 Quarterly Instalments of H3.28 Crores each from Q1 FY24 to Q2 FY25 and 4 Quarterly Instalments of H3.69 Crores each from Q3

FY25 to Q2 FY26 & said loan carries interest rate linked to the benchmark rate, presently @ 8.80% p.a. and

is payable on monthly basis.

iv) Rupee Term Loan of H209.00 Crores (previous year H58.59 Crores) is repayable in 21 Quarterly Instalments of H9.95 Crores each from Q1 FY24 to Q1 FY29, and said loan carries interest rate linked to the benchmark rate, presently @ 8.60% p.a. and is payable on monthly basis.

v) Rupee Term Loan of Nil (previous year H150 Crores) is repaid in March''2023

vi) Rupee Term Loan of H219.92 Crores (previous year NIL) is repayable in 1 Quarterly Instalments of H30.00 Crores in Q1 FY24 and final instalment of H189.92 Crores in Q2 FY24 said loan carries interest rate linked to the benchmark rate, presently @ 8.50% p.a. and is payable on monthly basis.

28 Current Borrowings (Contd.)

Short Term Loan from Bank amounting to NIL (previous year H60 Crore) is secured by First Pari passu charge over current assets of the existing four geographical areas and Second Pari pasu charge over movable fixed

assets of existing four geographical areas.

Short Term Loan from Bank amounting to H325 Crore (previous year NIL) are secured by First Pari passu charge over the current assets of the geographical areas in the nature of stocks/ spares/ any such assets, both present and future cashflows, receivables, book debts or revenues excluding those in other subsidiaries and joint venture entities. Second pari passu charge (subordinate to the first ranking charge, if any, created by the company in future from time to time for securing other long term debt including overseas bonds) over all movable fixed assets of the company. These borrowings carry an interest rate of 7.35% to 9.25% p.a.

b) Trade credits from Banks aggregating to H157.32 Crore (previous year H178.89 Crore) are secured by First Pari passu charge over the current assets of the geographical areas in the nature of stocks/ spares/ any such assets, both present and future cashflows, receivables, book debts or revenues excluding those in other subsidiaries and joint venture entities and second pari passu charge (subordinate to the first ranking charge, if any, created by the company in future from time to time for securing other long term debt including overseas bonds) over all movable fixed assets of the company. The said facility carries interest rate of 5.55% to 8.45% p.a.

Trade Credit (Purchase Invoice financing) from Bank amounting to H47.01 Crore (Previous year Nil) is secured by First Pari passu charge over the current assets of the geographical areas in the nature of stocks/ spares/ any such assets, both present and future cashflows, receivables, book debts or revenues excluding those in other subsidiaries and joint venture entities and second pari passu charge (subordinate to the first ranking charge, if any, created by the company in future from time to time for securing other long term debt including overseas bonds) over all movable fixed assets of the company. The said facility carries interest rate of 9.30% p.a.

c) Overdraft from Bank amounting to H23.30 Crore (previous year Nil) are secured by first pari passu charge over the current assets in the nature of stocks/ spares/ any such assets, both present and future cashflows, receivables, book debts or revenues excluding those in other subsidiaries and joint venture entities and second pari passu charge (subordinate to the first ranking charge, if any, created by the company in future from time to time for securing other long-term debt including overseas bonds) over all movable fixed assets of the company. The said facility carries interest rate ranging from 7.90% to 8.35% p.a.

Overdraft from Bank amounting to H214.14 Crore (previous year NIL) is availed against lien on Fixed Deposit with the Bank. The said facility carries interest rate of 8.25% p.a.

43 Contingent Liabilities and Commitments ( to the extent not provided for) :

(i) Contingent Liabilities : (H in Crores)

Particulars

As at

31st March, 2023

As at

31st March, 2022

a) Claims against the Company not acknowledged as Debts

52.61

20.03

b) Pending labour matters contested in various courts

0.69

0.47

c) Cases pending in Consumer Forums

0.81

0.77

d) Cases pending in MACT

0.10

0.10

e) In respect of Service tax, Excise Duty and VAT

26.15

29.31

f) In respect of Income Tax

2.01

2.38

g) Special Civil Suits

0.25

0.25

h) Property Tax

13.93

11.86

i) Other Litigation

0.37

0.37

Total

96.92

65.54

j) The Company has extended Corporate Guarantee against the issuance of Performance Bank Guarantee in favor of Regulatory body for authorization awarded to Joint Venture Company.The aggregate amount of Corporate Guarantee outstanding as on 31st March, 2023 was H3533.46 Crores (31st March, 2022 : H3533.46

Crores).

k) Gas suppliers have submitted a claim of H103.58 Crores pertaining to earlier years (FY 2013-14 to FY 2021-22) for use of allocated gas for other than specified purpose. The company has refuted this claim contending that there is a gross error in actual domestic gas purchase and actual sales considered by the suppliers. The management is of the view that the company is not liable to pay any such claim. The company has already taken up the matter with concerned entities/authorities to withdraw the claim.

l) Haryana Shehri Vikas Pradhikaran ("HSVP") has raised demand notes of H39.18 crores against plot of lands allotted by HSVP to the Company for CNG gas stations. Presently the Company does not have any basis of the computation of the claim. The Company is regularly paying all the lease rentals and has made a requisite provision on the basis of the allotment letter. The Company is of the opinion that, as remaining amount is not clear and ascertainable and is beyond the terms of allotment letters, hence not provided in the books.

m) OMCs vide letters dated November 30, 2021 have communicated their proposal on the revision of trade discount they wish to make applicable to various geographies of the Company as per the recommendation of the De-Novo study by IIM Bengaluru. The Company had suitably taken up with the OMCs and Ministry of Petroleum & Natural Gas replied vide letters dated December 7, 2021 and latest on February 16, 2023 that any revision in the trade discount must be mutually discussed and agreed between OMCs and the Company by forming a committee. The issue is pending for further discussions with the OMCs. As the issue is applicable to the CGD entities at large, the Company is hopeful of arriving at amicable resolution of the subject issue and taken relevant provision as per the assessment of Company on conservative approach.

n) NOIDA Authority issued a demand notice for H108.21 Cr and revised notice dated April 12, 2023 of H149.91 crores for the alleged License fees related to surrendered CNG plots with interest. The Company had filed a revision petition against the said demand notice for quashing the impugned demand notice and the

matter is sub-judice.

Notes:

a) Interest on the above contingencies is not included in the above amounts wherever not ascertainable.

b) Management is not expecting any future cash outflow with respect to above litigations.

(ii) Commitments :

(H in Crores)

Particulars

As at

31st March, 2023

As at

31st March, 2022

a) Estimated amount of contract on capital account to be executed

and not provided for (net of advance)

388.30

665.86

388.30

665.86

44 Expenses Directly Attributable To Construction Period

The following expenses which are specifically attributable to construction of project are included in Capital Work-in-Progress (CWIP) & Intangible Assets under Development

(H in Crores)

Particulars

As at

31st March, 2023

As at

31st March, 2022

Opening Balances

168.14

106.96

Employee Benefits Expense

51.22

36.22

Finance Cost

50.97

11.08

Other Expenses

98.88

67.16

369.21

221.43

Less:

Capitalisations

109.83

53.29

Closing Balances

259.38

168.14

45 Financial Instruments, Fair Value Measurements, Financial Risk and Capital Management : A) Accounting Classification and Fair Value Hierarchy Financial Assets and Liabilities

The Company''s principal financial assets include loans, trade receivables, cash and cash equivalents, contract assets, deposits and other receivables. The Company''s principal financial liabilities comprise of borrowings, trade and other payables, retention, capital creditors, lease liabilities and deposits from customers. The main purpose of these financial liabilities is to finance the Company''s operations and projects.

Fair Value Hierarchy

The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable and consists of the following three levels:

Level-1 : Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level-2 : Inputs are other than quoted prices included within Level-1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level-3 : Inputs are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part using a valuation model based on the assumptions that are neither supported by prices from

observable current market transactions in the same instrument nor are they based on available market data.

(iii) Carrying amounts of current financial assets and liabilities as at the end of the each year presented approximate the fair value because of their current nature. Difference between carrying amounts and fair values of other non-current financial assets and liabilities subsequently measured at amortised cost is not

significant in each of the year presented.

B) Financial Instruments and Financial Risk Review

In the ordinary course of business, the Company is mainly exposed to risks resulting from interest rate movements, exchange rate fluctuation collectively referred as Market Risk, Credit Risk, Liquidity Risk and Price risks. The Company''s senior management oversees the management of these risks.

The Company''s risk management activities are subject to the management, direction and control of Central Treasury Team of the Company under the framework of Risk Management Policy for Currency and Interest rate risk as approved by the Board of Directors of the Company. The Company''s central treasury team ensures appropriate financial risk governance framework for the Company through appropriate policies & procedures and financial risks are identified, measured and managed in accordance with the Company''s policies and risk objectives.

i) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and price risk. Financial instruments affected by market risk include loans and borrowings, trade payables for natural gas, capital creditors, FVTOCI investments and short term Investments.

a) Interest rate risk

The Company is exposed to changes in market interest rates due to financing, investing and cash management activities. The Company''s exposure to the risk of changes in market interest rates relates primarily to the Company''s long-term debt obligations with floating interest rates and period of borrowings.The Company manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings.

For Company''s total borrowings, the analysis is prepared assuming the amount of the liability outstanding at the end of the reporting period was outstanding for the whole year however the year end balances are not necessarily representative of the average debt outstanding during the year.

b) Foreign Currency Risk

Foreign Currency risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company is exposed to the effects of fluctuation in the prevailing foreign currency exchange rates on its financial position and cash flows. Exposure arises primarily due to exchange rate fluctuations between the functional currency and other currencies from the company''s operating and financing activities. Since, the transactions in foreign currency are limited, the exposure to foreign currency risk is minimal and hence no hedging is opted.

c) Price risk

Commodity price risk arises from the change in the commodity prices that may have an adverse effect on the company''s result in the current reporting period and future periods. The company''s exposure to commodity risk is in relation to volatility in prices of natural gas. The future purchases of natural gas are subject to price risk.The administered price determined by the PPAC cell of Petroleum and Natural Gas Regulatory Board minimises the company''s exposure to price risk for a period of six months. The company manages its risk by maintaining a balanced procurement at administered and spot purchase rates. Further,risk arising on account of fluctuations in price of natural gas is mitigated by company''s ability to pass on the fluctuations in prices to customers.

The Company invests its temporary surplus funds in various mutual funds and to manage its price risk arising from investments, maintains a balanced portfolio in accordance with the limits set by the risk management policies.

ii) Credit risk

Credit risk refers to the risk that a counterparty or customer will default on its contractual obligations resulting in a loss to the Company. Financial instruments that are subject to credit risk principally consist of Loans, Trade and Other Receivables, Cash & Cash Equivalents, Investments and Other Financial Assets.Trade Receivables that are subject to security deposits ensures that the company''s receivable are secured in the event of non-payment. The carrying amounts of other financial assets represent the maximum credit risk exposure.

Credit risk encompasses both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration of risks. Credit risk is controlled by analysing credit limits and creditworthiness of counter parties on continuous basis with appropriate approval mechanism for sanction of credit limits. Credit risk from balances with banks, financial institutions and investments is managed by the Company''s treasury team in accordance with the Company''s risk management policy. Cash and cash equivalents and Bank deposits are placed with banks having good reputation, good past track record and high quality credit rating.

iii) Liquidity Risk

Liquidity risk refers the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities. The Company monitors its risk of shortage of funds using cash flow forecasting models. These models consider the maturity of its financial investments, committed funding and projected cash flows from operations. The Company''s objective is to provide financial resources to meet its business objectives in a timely, cost effective and reliable manner and to manage its capital structure. A balance between continuity of funding and flexibility is maintained through continued support from its lenders and trade creditors.

Maturity profile of financial liabilities :

The table below provides details regarding the remaining contractual maturities of financial liabilities at the reporting date based on contractual undiscounted payment:

iv) Capital Management

For the purpose of the Company''s capital management, capital includes issued capital and all other equity reserves attributable to the equity shareholders of the Company. The primary objective of the Company when managing capital is to safeguard its ability to continue as a going concern and to

maintain an optimal capital structure so as to maximize shareholder value.

The Company sets the amount of capital required on the basis of annual business and long-term operating plans which include capital and other strategic investments.

The funding requirements are met through a mixture of equity, internal fund generation, and other non - current/current borrowings. The Company''s policy is to use current and non - current borrowings to meet anticipated funding requirements. The Company monitors capital on the basis of the net debt

to equity ratio.

Management monitors the return on capital, as well as the level of dividends to equity shareholders. In order to achieve this overall objective, the Company''s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. No changes were made in the objectives, policies or processes for managing capital during the year ended 31st March, 2023 and 31st March, 2022 respectively.

47 Corporate Social Responsibility

As per Section 135 of the Companies Act, 2013, a corporate social responsibility (CSR) committee has been formed by the Company. The Company is liable to incur CSR expense as per requirement of Section 135 of Companies Act, 2013. Accordingly, it has incurred expenses of H12.45 Crore (Previous year : H10.27 Crore ) on the activities which are specified in Schedule VII of the Companies Act, 2013.

(a) Gross amount as per the limits of Section 135 of the Companies Act, 2013 : H12.41 Crore ( Previous year:

H10.26 Crore)

48 The Company has made provision in the accounts for Gratuity based on actuarial valuation, The particulars under the Ind AS 19 "Employee Benefits" furnished below are those which are relevant and available to the

Company for this year,

b) Defined Benefit Obligations :

The company has a defined benefit gratuity plan (funded) and is governed by the Payment of Gratuity Act, 1972. Under the Act, which provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employee''s salary and the tenure of employment, The scheme is funded with Life Insurance Corporation of India (LIC) in form of a qualifying insurance policy with effect from September 01, 2010 for future payment of gratuity to the employees who invests the funds as per Insurance Regulatory Development Authority guidelines. The details of the fund invested by insurer are not available with the Company.

Liability in respect of Gratuity is determined based on actuarial valuation done by actuary as at the balance sheet date. Each year, the management reviews the level of funding in the gratuity fund. Such review includes the asset - liability matching strategy. The management decides its contribution based on the results of this review. The management aims to keep annual contributions relatively stable at a level such that no plan deficits (based on valuation performed) will arise.

Aforesaid post-employment benefit plans typically expose the Company to actuarial risks such as: investment risk, interest rate risk, longevity risk ,salary risk and liquidity risk.

Investment Risk

These Plans invest in long term debt instruments such as Government securities and highly rated corporate bonds. The valuation of which is inversely proportionate to the interest rate movements. There is risk of volatility in asset values due to market fluctuations and impairment of assets due to credit losses.

Interest Risk

The present value of the defined benefit liability is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on Government securities. A decrease in yields will increase the fund liabilities and

vice-versa.

Longevity Risk

The present value of the defined benefit liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan''s liability.

Salary Risk

The present value of the defined benefit liability is calculated by reference to

the future salaries of plan participants. As such, an increase in salary of the plan participants will increase the plan''s liability,

Liquidity Risk

This is the risk that arise due to non availabilty of enough cash / cash equivalent to meet the liabilities or holding of illiquid assets not being sold in time to meet the

short term gratuity payouts.

The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

The overall expected rate of return on assets is determined based on the market prices prevailing on that date, applicable to the period over which the obligation is to be settled. There has been significant change in expected rate of return on assets due to change in the market scenario.

There was no change in the methods and assumptions used in preparing the sensitivity analysis from

prior years.

viii. Effect of Plan on Entity''s Future Cash Flows

a) Funding arrangements and Funding Policy

The Company has purchased an insurance policy to provide for payment of gratuity to the employees. Every year, the insurance company carries out a funding valuation based on the latest employee data provided by the Company. Any deficit in the assets arising as a result of such

valuation is funded by the Company.

b) Expected Contribution during the next annual reporting period

The Company''s best estimate of Contribution during the next year is H10.19 Crore (31st March, 2022:

H6.51 Crore)

c) Maturity Profile of Defined Benefit Obligation

The average duration of the defined benefit plan obligation at the end of the reporting period is 6 years (31st March, 2022: 6 years). The expected maturity analysis of gratuity benefits is as follows :

ix. Risk Exposure and Asset Liability Matching

The Company has purchased insurance policy, which is a year-on-year cash accumulation plan in which the interest rate is declared on yearly basis and is guaranteed for a period of one year. The Insurance Company, as part of the policy rules, makes payment of all gratuity outgoes happening during the year (subject to sufficiency of funds under the policy). The policy, thus, mitigates the liquidity risk. However, being a cash accumulation plan, the duration of assets is shorter compared to the duration of liabilities. Thus, the companies are exposed to movement in interest rate (in particular, the significant fall in interest rates, which should result in a increase in liability without corresponding increase in the asset).

c) Compensated absences/ leaves

Other long term employee benefits comprise of compensated absences/leaves, which are recognised

based on actuarial valuation. The actuarial liability for compensated absences as at the year ended 31st March, 2023 is H8.31 Crores (31st March, 2022: H6.56 Crores).

Terms and conditions of transactions with related parties -

i) The Company is dealing in the CNG & PNG sales to the domestic, industrial and commercial consumers. The above related party transaction do not include the transactions of CNG & PNG Gas sales to the related parties in ordinary course of business, as all such transactions are done at Arm''s Length Price only. As per Para 11(c)(iii) of Ind AS-24 "Related Party Disclosures", normal dealings of Company with related parties by virtue of public utilities are excluded from the purview of Related Party Disclosures.

ii) Outstanding balances of related parties at the year-end are unsecured.

iii) Remuneration to Key Managerial Personnel does not include provision for Leave Encashment and Gratuity as it is provided in the books of account on the basis of actuarial valuation for the Company as a whole and hence individual figures cannot be identified

iv) All above figures are net of taxes wherever applicable,

52 Leases

The Company has lease contracts for land, buildings and Servers used in its operations. Leases of this items are generally have lease terms between 1 to 99 years. Generally, the Company is restricted from assigning and

subleasing the leased assets.

The Company has elected not to apply the requirements of Ind AS 116 to short term leases of all the assets

that have a lease term of twelve months or less and leases for which the underlying asset is of low value. The lease payments associated with these leases are recognized as an expense on a straight line basis over the lease term.

The weighted average incremental borrowing rate applied to discount lease liabilities is 9.75% p.a.

53A Other Disclosures

a) The Hon''ble Apex Court on 28th September''21 has disposed of an appeal filed by the Company claiming deemed authorization for Sanand, Bavla and Dholka (Outer Ahmedabad City) to lay and maintain the gas distribution network. The Company has sought suitable directions from the Hon''ble PNGRB for the compliance of Hon''ble Supreme Court order and as such no financial impact has been considered in these Financial Statements.

b) Security Deposit include amount of H2.09 Crore

and interest due thereon of H2.59 Crore are outstanding for a substantial period of time. The Company has been actively negotiating for recovery, periodic confirmation of balances are taken and the management is reasonably confident of recovery against the same.

c) The Company had signed a Definitive Agreement on 3rd November, 2020 for acquisition of 3 Geographical Areas namely Ludhiana, Jalandhar and Kutch (East). The matter regarding authorisation and penalties levied by PNGRB on the Seller consortium has been disposed favorably by Appellate Tribunal for Electricity (APTEL) recently. The intended transaction is yet to be consummated.

d) PNGRB issued authorization in favor of the

company for Faridabad district-2. A section of Faridabad, carved out as Faridabad district-1 has been authorized to other CGD which the Company is evaluating to approach to relevant authority. However, the Company shall be allowed to operate with their existing infrastructure. Under the same communication, Noida authorization has been rejected and a speaking order on the same is awaited.

53B Additional Regulatory Disclosures

a) Details of Loans given, Investments made and Guarantee given or security provided covered u/s 186 (4) of the Companies Act, 2013 are given under respective notes (refer notes 9, 10, 50 and 43(i)(j)).The said loans and guarantees have been given for business purpose.

b) No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other persons or entities, including foreign entities ("Intermediaries”) with the understanding, whether recorded in writing or otherwise, that the Intermediary shall directly or indirectly lend or invest in other persons or entities

identified in any manner whatsoever (Ultimate

beneficiaries) by or on behalf of the company or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

No funds have been received by the Company from any persons or entities, including foreign entities ("Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever ("Ultimate Beneficiaries”) by or on behalf of the Funding Parties or provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries.

c) There are no proceedings initiated or pending against the Company for holding any benami property under the Benami Transactions (Prohibitions) Act, 1988 (45 of 1988) and the rules made thereunder

d) The Company has not been Declared a wilful defaulter by any bank or financial institution.

e) The Company did not enter into any transactions during the year with companies struck off under section 248 of the Companies Act, 2013 or section 560 of the Companies

Act, 1956

f) There are no charges or satisfaction yet to be registered with the Registrar of Companies

beyond the statutory period.

g) The Company is in compliance with the number of layers prescribed under clause (87)

of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017

h) The Company does not have any undisclosed income which is not recorded in the books of account that has been surrendered or disclosed as income during the year (and previous year) in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.

i) The Company has not traded or invested in Crypto currency or Virtual Currency during the

financial year.

j) The Company have sanctioned borrowings/ facilities from banks on the basis of security of current assets. The quarterly returns or

statements of current assets filed by the Company with banks and financial institutions

are in agreement with the books of accounts.

54 During the quarter ended 31st March, 2023 a short seller had issued a report alleging certain issues

against certain entities of Adani Group, one of the ATGLs promoters, which have been duly denied by Adani group. To uphold the principles of good

governance, Adani Group had undertaken review of transactions referred in the short seller''s report (including that of the company) through an independent assessment from law firm. The report confirms company''s compliance of applicable laws and regulations.

Further, in context of the short seller''s report, there is a petition filled in the Hon''ble Supreme Court, and SEBI is examining compliances of laws and regulations by conducing enquires to the Group''s listed companies. Given the matter is sub-judice, the Financial Statement do not carry any adjustment.

56 The Board of Directors at its meeting held on 2nd May, 2023 have recommended final dividend of H0.25 (25%) per equity share of the face value of H1 each for the financial year 2022-23. This proposed dividend is subject to approval of shareholders in the ensuing annual general meeting.

57 Events occurring after the Balance sheet Date

The Company evaluates events and transactions that occur subsequent to the balance sheet date but prior to approval of the financial statements to determine the necessity for recognition and/or reporting of any of

these events and transactions in the financial statements, As of 2nd May, 2023, there are no subsequent events to be recognized or reported that are not already disclosed.

58 Approval of financial statements

The financial statements were approved for issue by the board of directors on 2nd May, 2023.

The accompanying notes are an integral part of the financial statements,


Mar 31, 2022

Terms/rights attached to equity shares

The Company has only one class of equity shares having par value of H 1 per share. Each holder of equity shares is entitled to one vote per share. in the event of liquidation of the company the holders of the equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. the distribution will be in proportion to the number of equity shares held by the share holders. the dividend proposed by the Board of Directors if any, is subject to the approval of shareholders in the ensuring Annual General Meeting, except in case of interim dividend.

a) Capital Reserve

The capital reserve was created as per Composite scheme of arrangement among Adani Gas Holding Limited and Adani Gas Limited and Adani Enterprise Limited and their respective shareholders and creditors under section 230 to 232 of the companies Acl 2013 approved by National company law T ribunal ("NclT”) Bench at ahmedabad vide its order dated 3rd august, 2018. Hence, the same is not considered as a free reserve for the purpose of distribution of dividends.

b) Retained Earnings

The portion of profits not distributed among the shareholders are termed as retained earnings (free reserves). the company may utilize the retained earnings for making investments for future growth and expansion plans, for the purpose of generating higher returns for the shareholders, for distributing dividend and bonus or for any other purpose, as approved by the Board of Directors of the company.

a) Security Details:

Rupee Term Loans from bank is secured by

- First pari passu charge and hypothecation charge on over all present and future movable Plant and Machinery and other movable assets on the respective existing GAs of ATGL for which capex funding is to be done.

- second pari passu charge on over all current assets uncalled capital, goodwill, cash flows, receivables, book debt and revenue, present & future, located or pertaining to resepective existing GAs of ATGL for capex

funding is to be done.

b) Repayment terms:

i) Rupee term loan of H 130.25 crores is repayable in 11 Quarterly Instalments of H 10.42 Crores each from Q1 F.Y.22-23 to Q3 F.Y.24-25 and final instalment of H 15.63 Crores in Q4 F.Y. 24-25 and said loan carries interest rate equal to the benchmark rate, presently @ 7.25% and is payable on monthly basis.

ii) Rupee term loan of H 74.97 Crores is repayable at 1 Quarterly Instalments of H 3.57 crores in Q1 F.Y. 22-23, 10 Quarterly instalments of H 5.71 Crores each from Q2 F.Y. 22-23 to Q3 F.Y. 24-25, instalment of H 7.85 crores in Q4 F.Y. 24-25 and final instalment of H 6.43 Crores in Q1 F.Y. 25-26 and said loan carries interest rate equal to the benchmark rate, presently @ 7.30% and is payable on monthly basis.

iii) Rupee term loan of H 45.10 Crores is repayable in 2 Quarterly Instalments of H 2.05 crores each from Q1 to Q2 F.Y. 22-23, 8 Quarterly instalments of H 3.28 Crores each from Q3 F.Y. 22-23 to Q2 F.Y. 24-25 and final 4 Quarterly instalments of H 3.69 Crores each from Q3 F.Y. 24-25 to Q2 F.Y.25-26 & said loan carries interest rate equal to the benchmark rate, presently @ 7.05% and is payable on monthly basis.

iv) Rupee term loan of H 58.59 crores is repayable in 25 Quarterly instalments of H 2.34 Crores each from Q1 F.Y. 22-23 to Q1 F.Y. 28-29, and said loan carries interest rate equal to the benchmark rate, presently @ 7.80% and

is payable on monthly basis.

v) Rupee term loan of H 150 crores is repayable in 1st instalment of H 7.50 crores in Q3 F.Y. 22-23, 2 Half yearly instalments of H 15 Crores each started from Q4 F.Y. 22-23 to Q2 23-24, another Half yearly Instalment of H 30 Crores in Q4 F.Y. 23-24, and final 2 half yearly Instalments of '' 41.25 Crores each in Q2 & Q4 F.Y.24-25 and said loan carries interest rate equal to the benchmark rate, presently @ 5.05% and is payable on monthly basis.

a) Current Loan from Bank amounting to H 300 Crore is secured by First Pari paasu charge over the current assets both present and future cashflows, receivables, book debts, commissions and revenues.

current loan from Bank amounting to H 60 crore is secured by first Pari passu charge over current assets of the existing four geographical areas and Second Pari pasu charge over movable fixed assets of existing four geographical areas.

b) Trade credits from Banks aggregating to H 178.89 crore are secured or to be secured by first Pari paasu charge over the current and moveable assets of the Geographical Areas allotted under 9th Round of cGD Bidding , exclusive charge over the capital goods purchased and subsequent charge on all current assets and movable fixed assets, both present and future of the borrower

The information on Micro, Small and Medium Enterprises, to whom the Company owes dues, which are outstanding as at the Balance Sheet date, has been determined to the extent such parties have been identified on the basis of information available with the company. this has been relied upon by the auditors. Further in view of the Management, the impact of interest, if any, that may be payable in accordance with the provisions of the Act is not expected to be material. the company has not received any claim for interest from any supplier as at the balance sheet date. these facts have been relied upon by the auditors.

a) During the FY 2020-21, the Company received an order dated 28th August, 2020 from the Hon''ble Supreme Court of India with respect to service Tax liability on gas connection income pertaining to FY 2008-09. Pursuant to the order, the company has recognized and paid H 9.99 crores towards service tax Liability including interest

and penalty thereon.

b) During the FY 2020-21, the company has written off H 4.48 Crore towards expenditure incurred for a GA that was bid by the company, pursuant to the order received for withdrawal of contempt petition from Hon''ble

supreme court.

j) The Code on Social Security, 2020 (''Code'') relating to employee benefits during employment and postemployment benefits received Presidential assent in September 2020. However, the date on which the Code will come into effect has not been notified and the final rules/interpretation have not yet been issued. The Company will assess the impact of the Code when it comes into effect and will record any related impact in

the period the Code becomes effective.

k) Gas suppliers have submitted a claim of H 77.51 Crores pertaining to earlier years (FY 2013-14 to FY 2020-21) for use of allocated gas for other than specified purpose. The Company has refuted this claim contending that there is a gross error in actual domestic gas purchase and actual sales considered by the suppliers. The management is of the view that the company is not liable to pay any such claim. the company has already taken up the matter with concerned entities/authorities to withdraw the claim.

l) Haryana shehri Vikas Pradhikaran ("HsVP”) has raised demand notes of H 39.18 crores against plot of lands allotted by HsVP to the company for cNG gas stations. Presently the company does not have any basis of the computation of the claim. the company is regularly paying all the lease rentals and has made a requisite provision on the basis of the allotment letter. the company is of the opinion that, as remaining amount is not clear and ascertainable and is beyond the terms of allotment letters, hence not provided in the books.

m) oMcs namely lod, HPd and BPd vide letters dated november 30, 2021 have communicated their proposal on the revision of trade discount they wish to make applicable to various geographies of the company as per the recommendation of the De-novo study by iiM Bengaluru. the company had suitably taken up with the oMcs and Ministry of Petroleum & natural Gas replied vide letters dated December 7, 2021, that any revision in the trade discount must be mutually discussed and agreed between oMcs and the company. the issue is pending for further discussions with the oMcs. As the issue is applicable to the cGD entities at large, the Company is hopeful of arriving at amicable resolution of the subject issue and as such the quantification of any additional liability is not ascertainable at this stage.

a) interest on the above contingencies is not included in the above amounts wherever not ascertainable.

b) Management is not expecting any future cash outflow with respect to above litigations.

41 Financial Instruments, Financial Risk and Capital Management :

A) Accounting Classification and Fair Value Hierarchy Financial Assets and Liabilities

The Company''s principal financial assets include loans and trade receivables, cash and cash equivalents and other receivables. The Company''s principal financial liabilities comprise of borrowings, provisions, trade and other payables. The main purpose of these financial liabilities is to finance the Company''s operations and

projects,

Fair Value Hierarchy

The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable and consists of the following three levels:

Level-1 : inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level-2 : inputs are other than quoted prices included within level-1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

level-3 : Inputs are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part using a valuation model based on the assumptions that are neither supported by prices from

observable current market transactions in the same instrument nor are they based on available market data.

The following tables summarises carrying amounts of financial instruments by their categories and their levels in fair value hierarchy for each year end presented.

(a) Investments exclude Investment in Joint Venture.

(b) Carrying amounts of current financial assets and liabilities as at the end of the each year presented approximate the fair value because of their short term nature. Difference between carrying amounts and fair values of other non-current financial assets and liabilities subsequently measured at amortised cost is

not significant in each of the year presented.

B) Financial Instruments and Financial Risk Review

in the ordinary course of business, the Company is mainly exposed to risks resulting from interest rate movements, exchange rate fluctuation collectively referred as Market Risk, credit Risk, Liquidity Risk and other price risks such as equity price risk. The company''s senior management oversees the management of these risks.

the company''s risk management activities are subject to the management direction and control under the framework of Risk Management Policy as approved by the Board of Directors of the company. the Management ensures appropriate risk governance framework for the company through appropriate policies and procedures and that risks are identified, measured and managed in accordance with the Company''s policies and risk objectives. the company is mainly exposed to risks resulting from interest rate risk, credit risk and liquidity risk.

i) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk, price risk.

a) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. the company is exposed to changes in interest rates due to its financing, investing and cash management activities. The risks arising from interest rate movements arise from borrowings with variable interest rates. the company manages its interest

rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings,

the company''s risk management activities are subject to the management, direction and control of central treasury team of the Adani Group under the framework of Risk Management Policy for interest rate risk. The Group''s central treasury team ensures appropriate financial risk governance framework for the Company through appropriate policies and procedures and that financial risks are identified, measured and mitigated in accordance with the Group''s policies and risk objectives.

For company''s total borrowings, the analysis is prepared assuming the amount of the liability outstanding at the end of the reporting period was outstanding for the whole year however the year end balances are not necessarily representative of the average debt outstanding during the year.

b) Foreign Currency Risk

Foreign Currency risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. the company is exposed to the effects of fluctuation in the prevailing foreign currency exchange rates on its financial position and cash flows. Exposure arises primarily due to exchange rate fluctuations between the functional currency and other currencies from the company''s operating and financing activities. Since, the transactions in

c) Price risk

Risk arising on account of fluctuations in price of natural gas is mitigated by ability to pass on the fluctuations in prices to customers over period of time. The company monitors movements in the

prices closely on regular basis.

The Company''s exposure to price risk in the investment in mutual funds and classified in the balance sheet as fair value through profit or loss. Management monitors the prices closely to mitigate its impact on profit and cash flows. Since these investments are insignificant, the exposure to equity price changes is minimal.

The Company has given corporate guarantees to fulfil the collateral requirements of the joint ventures companies. the counterparties have an obligation to return the guarantees to the company. there are no other significant terms and conditions associated with the use of guarantee.

ii) Credit risk

credit risk refers to the risk that a counterparty or customer will default on its contractual obligations resulting in a loss to the company. Financial instruments that are subject to credit risk principally consist of Loans, trade and other Receivables, cash & cash Equivalents, investments and other financial Assets. The carrying amounts of financial assets represent the maximum credit risk exposure.

credit risk encompasses both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration of risks. credit risk is controlled by analysing credit limits and creditworthiness of counter parties on continuous basis with appropriate approval mechanism for sanction of credit limits. Credit risk from balances with banks, financial institutions and investments is managed by the Company''s

treasury team in accordance with the company''s risk management policy. cash and cash equivalents and Bank deposits are placed with banks having good reputation, good past track record and high quality

credit rating.

iii) Liquidity Risk

Liquidity risk refers the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities. The Company monitors its risk of shortage of funds using cash flow forecasting models. These models consider the maturity of its financial investments, committed funding and projected cash flows from operations. The Company''s objective is to provide financial resources to meet its business objectives in a timely, cost effective and reliable manner and to manage its capital structure. a balance between continuity of funding and flexibility is maintained through continued support from lenders, trade creditors as well as through issue of equity shares.

iv) Capital Management

For the purpose of the company''s capital management, capital includes issued capital and all other equity reserves attributable to the equity shareholders of the company. The primary objective of the company when managing capital is to safeguard its ability to continue as a going concern and to maintain an optimal capital structure so as to maximize shareholder value.

the company sets the amount of capital required on the basis of annual business and long-term operating plans which include capital and other strategic investments.

the funding requirements are met through a mixture of equity, internal fund generation, and other non -current/current borrowings. the company''s policy is to use current and non - current borrowings to meet anticipated funding requirements. the company monitors capital on the basis of the net debt to equity ratio.

Management monitors the return on capital, as well as the level of dividends to equity shareholders. in order to achieve this overall objective, the company''s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. No changes were made in the objectives, policies or processes for managing capital during the year ended 31st March, 2022 and 31st March, 2021 respectively.

43 Corporate Social Responsibility

As per section 135 of the companies Act, 2013, a corporate social responsibility (csR) committee has been formed by the company. The company is liable to incur csR expense as per requirement of section 135 of companies act, 2013. accordingly, it has incurred expenses of H 10.27 crore (Previous year - H 7.82 crore) on the activities which are specified in Schedule VII of the Companies Act, 2013.

(a) Gross amount as per the limits of section 135 of the companies act, 2013 : H 10.26 crore

(b) amount spent during the period : H 10.27 crore (Previous year - H 7.82 crore)

(v) Reason for shortfall : not applicable

(vi) csR activities for green environment and promotion of natural gas i.e. compressed Bio-Gas (cBG) Project through Implementing agency adani Foundation

(vii) out of note (b) above H 10.27 crores (Previous year : H 2.82 crores) contributed to one of the related

? arties. adani foundation.

44 The Company has made provision in the accounts for Gratuity based on actuarial valuation, The particulars under the Ind AS 19 "Employee Benefits” furnished below are those which are relevant and available to the

company for this year, b) Defined Benefit Obligations :

The Company has a defined benefit gratuity plan (funded) and is governed by the Payment of Gratuity Act, 1972. Under the Act, which provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employee''s salary and the tenure of employment. the scheme is funded with Life Insurance corporation of India (LIO) in form of a qualifying insurance policy with effect from September 01, 2010 for future payment of gratuity to the employees,

Liability in respect of Gratuity is determined based on actuarial valuation done by actuary as at the balance sheet date. Each year, the management reviews the level of funding in the gratuity fund. Such review includes the asset - liability matching strategy. The management decides its contribution based on the results of this review. The management aims to keep annual contributions relatively stable at a level such that no plan deficits (based on valuation performed) will arise.

Aforesaid post-employment benefit plans typically expose the Company to actuarial risks such as: investment risk, interest rate risk, longevity risk and salary risk

Investment These Plans invest in long term debt instruments such as Government securities and highly Risk rated corporate bonds. The valuation of which is inversely proportionate to the interest

rate movements. There is risk of volatility in asset values due to market fluctuations and

impairment of assets due to credit losses.

Interest Risk The present value of the defined benefit liability is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on Government securities. A decrease in yields will increase the fund liabilities and vice-versa.

Longevity The present value of the defined benefit liability is calculated by reference to the best

Risk estimate of the mortality of plan participants both during and after their employment. An

increase in the life expectancy of the plan participants will increase the plan''s liability. Salary Risk The present value of the defined benefit liability is calculated by reference to the future salaries of plan participants. As such, an increase in salary of the plan participants will increase the plan''s liability.

The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

The overall expected rate of return on assets is determined based on the market prices prevailing on that date, applicable to the period over which the obligation is to be settled. There has been significant change in expected rate of return on assets due to change in the market scenario.

viii. Effect of Plan on Entity''s Future Cash Flows

a) Funding arrangements and Funding Policy

the company has purchased an insurance policy to provide for payment of gratuity to the employees. Every year, the insurance company carries out a funding valuation based on the latest employee data provided by the Company. Any deficit in the assets arising as a result of such valuation is funded by

the company.

b) Expected Contribution during the next annual reporting period

the company''s best estimate of contribution during the next year is H 6.51 crore.

ix. Risk Exposure and Asset Liability Matching

Through its defined benefit plan of Gratuity, the Company is exposed to its number of risks, viz. asset volatility, changes in return on assets, inflation risks and life expectancy. The Company has purchased insurance policy, which is a year-on-year cash accumulation plan in which the interest rate is declared on yearly basis and is guaranteed for a period of one year. the insurance company, as part of the policy rules, makes payment of all gratuity outgoes happening during the year (subject to sufficiency of funds under the policy). the policy, thus, mitigates the liquidity risk.

c) Compensated absences/ leaves

Other long term employee benefits comprise of compensated absences/leaves, which are recognised

based on actuarial valuation. the actuarial liability for compensated absences as at the year ended 31st March, 2022 is H 6.56 crores (31st March 2021: H 5.94 Crores).

46 Pursuant to Para B14 of Ind AS 112, Disclosure of Interest in Other Entities, following is the disclosure relating to Joint Venture of the entity:

The Company have Joint Venture interests in indian Oil Adani Gas Private Limited and Smartmeters Technologies Private limited, the companies incorporated under the companies Acl 2013. As at 31st March, 2022, the company has invested a sum of H 631.19 crores (31st March, 2021: H 432.25 Crores) and H 12.80 crores (31st March, 2021: NH) respectively.

Terms and conditions of transactions with related parties

i) The Company is dealing in the CNG & PNG sales to the domestic, industrial and commercial consumers. The above related party transaction do not include the transactions of cNG & Png Gas sales to the related parties in ordinary course of business, as all such transactions are done at Arm''s Length Price only. As per Para 11(c)(iii) of I nd AS-24 "Related Party Disclosures”, normal dealings of Company with related parties by virtue of public utilities are excluded from the purview of Related Party Disclosures.

ii) outstanding balances of related parties at the year-end are unsecured.

iii) Remuneration to Key Managerial Personnel does not include provision for leave Encashment and Gratuity as it is provided in the books of account on the basis of actuarial valuation for the company as a whole and hence individual figures cannot be identified

iv) Reimbursement to associate entity includes amount of cost allocation of remuneration to some of the Key Management Personnel

v) All above figures are net of taxes wherever applicable,

d. Following are the details of loans and advances in nature of loans given to subsidiaries, associates and other

entities in which directors are interested in terms of regulation 53(f) read together with Para a of schedule V

of sEBI (listing obligations and Disclosure Requirements) 2015, as amended.

the contract assets primarily relate to the company''s right to consideration for work completed but not billed at the reporting date. the contract assets are transferred to receivables when the rights become unconditional. This usually occurs when the company issues an invoice to the customer. The contract liabilities primarily relate to the advance consideration received from the customers.

49 Leases

The Company has lease contracts for land, buildings and Servers used in its operations. Leases of this items are generally have lease terms between 1 to 99 years. Generally, the company is restricted from assigning and

subleasing the leased assets.

the company has elected not to apply the requirements of ind As 116 to short term leases of all the assets that

have a lease term of twelve months or less and leases for which the underlying asset is of low value. the lease payments associated with these leases are recognized as an expense on a straight line basis over the lease term. the weighted average incremental borrowing rate applied to lease liabilities is 9.75%.


Mar 31, 2021

Contingent Liabilities i

i) The Code on Social Security, 2020 (''Code'') relating to employee benefits during employment and postemployment benefits received Presidential assent in September 2020. However, the date on which the Code will come into effect has not been notified and the final rules/interpretation have not yet been issued. The Company will assess the impact of the Code when it comes into effect and will record any

related impact in the period the Code becomes effective.

j) Gas suppliers have submitted a claim of H70.92 Crores pertaining to earlier years (FY 2013-14 to FY 2019-20) for use of allocated gas for other than specified purpose. The Company has refuted this claim contending that there is a gross error in actual domestic gas purchase and actual sales considered by the suppliers. The management is of the view that the Company is not liable to pay any such claim. The Company has already taken up the matter with concerned entities/authorities to withdraw the claim.

k) Haryana Shehri Vikas Pradhikaran ("HSVP”) has raised demand notes of H39.18 crores against plot of lands allotted by HSVP to the Company for CNG gas stations. Presently the Company does not have any basis of the computation of the claim. The Company is regularly paying all the lease rentals and has made a requisite provision on the basis of the allotment letter. The Company is of the opinion that, as remaining amount is not clear and ascertainable and is beyond the terms of allotment letters, hence not provided in the books.

l) OMCs namely IOCL, HPCL and BPCL vide letters dated 26th October, 2020, 20th November, 2020, 15th December, 2020, 16th December, 2020 and 15th March, 2021 have communicated their proposal on the revision of trade discount they wish to make applicable to various geographies of the Company as per the recommendation of the aforesaid study they had undertaken through a third party. The Company had suitably taken up with the OMCs and replied vide letters dated 25th February, 2021 and 05th March, 2021, that any revision in the trade discount must be mutually discussed and agreed between OMCs and the Company. The issue is pending further discussions with the OMCs. As the issue is applicable to the CGD entities at large, the Company is hopeful of arriving at amicable resolution of the subject issue and as such the quantification of any additional liability is not ascertainable at this stage.

40 Financial Instruments and Risk Review:

A) Accounting Classification and Fair Value Hierarchy Financial Assets and Liabilities

The Company''s principal financial assets include loans and trade receivables, cash and cash equivalents and other receivables. The Company''s principal financial liabilities comprise of borrowings, provisions, trade and other payables. The main purpose of these financial liabilities is to finance the Company''s operations

and projects.

Fair Value Hierarchy

The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that

are either observable or unobservable and consists of the following three levels:

Level-1 : Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level-2 : Inputs are other than quoted prices included within Level-1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level-3 : Inputs are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part using a valuation model based on the assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data.

The following tables summarises carrying amounts of financial instruments by their categories and their levels in fair value hierarchy for each year end presented.

B) Financial Instruments and Financial Risk Review

In the ordinary course of business, the Company is mainly exposed to risks resulting from interest rate movements, exchange rate fluctuation collectively referred as Market Risk, Credit Risk, Liquidity Risk and other price risks such as equity price risk. The Company''s senior management oversees the management

of these risks.

The Company''s risk management activities are subject to the management direction and control under the framework of Risk Management Policy as approved by the Board of Directors of the Company. The Management ensures appropriate risk governance framework for the Company through appropriate policies and procedures and that risks are identified, measured and managed in accordance with the Company''s policies and risk objectives., the Company is mainly exposed to risks resulting from interest rate risk, credit risk and liquidity risk.

a) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to changes in interest rates due to its financing, investing and cash management activities. The risks arising from interest rate movements arise from borrowings with variable interest rates. The Company

manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings,

The Company''s risk management activities are subject to the management, direction and control of Central Treasury Team of the Adani Group under the framework of Risk Management Policy for interest rate risk, The Group''s central treasury team ensures appropriate financial risk governance framework for the Company through appropriate policies and procedures and that financial risks are identified, measured and mitigated in accordance with the Group''s policies and risk objectives.

For Company''s total borrowings, the analysis is prepared assuming the amount of the liability outstanding at the end of the reporting period was outstanding for the whole year however the year end balances are not necessarily representative of the average debt outstanding during the

year,

c) Price risk

Risk arising on account of fluctuations in price of natural gas is mitigated by ability to pass on the fluctuations in prices to customers over period of time. The Company monitors movements in the

prices closely on regular basis.

The Company''s exposure to price risk in the investment in mutual funds and classified in the balance sheet as fair value through profit or loss. Management monitors the prices closely to mitigate its impact on profit and cash flows. Since these investments are insignificant, the exposure to equity price changes is minimal.

The Company has given corporate guarantees to fulfil the collateral requirements of the joint ventures companies. The counterparties have an obligation to return the guarantees to the Company. There are no other significant terms and conditions associated with the use of guarantee.

ii) Credit risk

Credit risk refers to the risk that a counterparty or customer will default on its contractual obligations resulting in a loss to the Company. Financial instruments that are subject to credit risk principally consist of Loans, Trade and Other Receivables, Cash & Cash Equivalents, Investments and Other Financial Assets. The carrying amounts of financial assets represent the maximum credit risk exposure.

Credit risk encompasses both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration of risks. Credit risk is controlled by analysing credit limits and creditworthiness of counter parties on continuous basis with appropriate approval mechanism for sanction of credit limits. Credit risk from balances with banks, financial institutions and investments is managed by the Company''s treasury team in accordance with the Company''s risk management policy. Cash and cash equivalents and Bank deposits are placed with banks having good reputation, good past track record and high quality credit rating.

b) Foreign Currency Risk

Foreign Currency risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company is exposed to the effects of fluctuation in the prevailing foreign currency exchange rates on its financial position and cash flows. Exposure arises primarily due to exchange rate fluctuations between the functional currency and other currencies from the company''s operating and financing activities. Since, the transactions in foreign currency are limited, the exposure to foreign currency risk is minimal and hence no hedging is opted.

iii) Liquidity Risk

Liquidity risk refers the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities. The Company monitors its risk of shortage of funds using cash flow forecasting models. These models consider the maturity of its financial investments, committed funding and projected cash flows from operations. The Company''s objective is to provide financial resources to meet its business objectives in a timely, cost effective and reliable manner and to manage its capital structure. A balance between continuity of funding and flexibility is maintained through the use of various types of borrowings.

42 Corporate Social Responsibility

As per Section 135 of the Companies Act, 2013, a Corporate Social Responsibility (CSR) committee has been formed by the Company. The CSR activities of the Company are generally being carried out through Adani Foundation a Charitable Trust set up by the Group, whereby funds are allocated from the Company. The Charitable Trust carries out the CSR activities as specified in Schedule VII to the Companies Act, 2013 on behalf of the Company. During the year, Company was required to spend CSR expense of H7.82 Crores (31st March, 2020 : H5.21 Crores) as per requirement of Section 135 of Companies Act, 2013 and had spent H7.82 Crores (31st March, 2020 : H5.21 Crores) for the year.

43 The Company has made provision in the accounts for Gratuity based on actuarial valuation. The particulars under the Ind AS 19 "Employee Benefits” furnished below are those which are relevant and available to the

Company for this year.

iv) Capital Management

For the purpose of the Company''s capital management, capital includes issued capital and all other equity reserves attributable to the equity shareholders of the Company. The primary objective of the Company when managing capital is to safeguard its ability to continue as a going concern and to

maintain an optimal capital structure so as to maximise shareholder value.

b) Defined Benefit Obligations :

The Company has a defined benefit gratuity plan (funded) and is governed by the Payment of Gratuity Act, 1972. Under the Act, which provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employee''s salary and the tenure of employment. The scheme is funded with Life Insurance Corporation of India (LIC) in form of a qualifying insurance policy with effect from 1st September, 2010 for future payment of gratuity to the employees.

Liability in respect of Gratuity is determined based on actuarial valuation done by actuary as at the balance sheet date. Each year, the management reviews the level of funding in the gratuity fund. Such review includes the asset - liability matching strategy. The management decides its contribution based on the results of this review. The management aims to keep annual contributions relatively stable at a level such that no plan deficits (based on valuation performed) will arise.


Mar 31, 2019

1. FINANCIAL INSTRUMENTS AND RISK REVIEW

a) Accounting Classification and Fair Value Hierarchy Financial Assets and Liabilities

The Company''s principal financial assets include loans and trade receivables, cash and cash equivalents and other receivables. The Company''s principal financial liabilities comprise of borrowings, provisions, trade and other payables. The main purpose of these financial liabilities is to finance the Company''s operations and projects.

Fair Value Hierarchy

The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable and consists of the following three levels:

Level-1 : Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level-2 : Inputs are other than quoted prices included within Level-1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level-3 : Inputs are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part using a valuation model based on the assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data.

The following tables summarizes carrying amounts of financial instruments by their categories and their levels in fair value hierarchy for each year end presented.

Notes :

(a) Investments exclude Investment in Joint Venture.

(b) Carrying amounts of current financial assets and liabilities as at the end of the each year presented approximate the fair value because of their short term nature. Difference between carrying amounts and fair values of other noncurrent financial assets and liabilities subsequently measured at amortized cost is not significant in each of the year presented.

b) Financial Risk Management Objective and Policies :

The Company''s risk management activities are subject to the management direction and control under the framework of Risk Management Policy as approved by the Board of Directors of the Company. The Management ensures appropriate risk governance framework for the Company through appropriate policies and procedures and that risks are identified, measured and managed in accordance with the Company''s policies and risk objectives., the Company is mainly exposed to risks resulting from interest rate risk, credit risk and liquidity risk.

Interest rate risk

The Company is exposed to changes in interest rates due to its financing, investing and cash management activities. The risks arising from interest rate movements arise from borrowings with variable interest rates. The Company manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings.

The Company''s risk management activities are subject to the management, direction and control of Central Treasury Team of the Adani Group under the framework of Risk Management Policy for interest rate risk. The Group''s central treasury team ensures appropriate financial risk governance framework for the Company through appropriate policies and procedures and that financial risks are identified, measured and mitigated in accordance with the Group''s policies and risk objectives.

Credit risk

Credit risk refers to the risk that a counterparty or customer will default on its contractual obligations resulting in a loss to the Company. Financial instruments that are subject to credit risk principally consist of Loans, Trade and Other Receivables, Cash & Cash Equivalents, Investments and Other Financial Assets. The carrying amounts of financial assets represent the maximum credit risk exposure.

Credit risk encompasses both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration of risks. Credit risk is controlled by analysing credit limits and creditworthiness of counter parties on continuous basis with appropriate approval mechanism for sanction of credit limits. Credit risk from balances with banks, financial institutions and investments is managed by the Company''s treasury team in accordance with the Company''s risk management policy. Cash and cash equivalents and Bank deposits are placed with banks having good reputation, good past track record and high quality credit rating.

Liquidity risk

The Company monitors its risk of shortage of funds using cash flow forecasting models. These models consider the maturity of its financial investments, committed funding and projected cash flows from operations. The Company''s objective is to provide financial resources to meet its business objectives in a timely, cost effective and reliable manner and to manage its capital structure. A balance between continuity of funding and flexibility is maintained through the use of various types of borrowings.

Maturity profile of financial liabilities :

The table below provides details regarding the remaining contractual maturities of financial liabilities at the reporting date based on contractual undiscounted payments.

c) Capital Management

For the purpose of the Company''s capital management, capital includes issued capital and all other equity reserves attributable to the equity shareholders of the Company. The primary objective of the Company when managing capital is to safeguard its ability to continue as a going concern and to maintain an optimal capital structure so as to maximize shareholder value.

The Company monitors capital using gearing ratio, which is net debt divided by total capital plus debt.

Management monitors the return on capital, as well as the level of dividends to equity shareholders. The Company is not subject to any externally imposed capital requirements. No changes were made in the objectives, policies or processes for managing capital during the years ended 31st March, 2019 and 31st March, 2018.

C) The Hon''ble Supreme Court (SC) has passed a judgment dated 28 th February 2019, relating to components of salary structure to be included while computing the contribution to provident fund under the Employees Provident Fund Act, 1952. The Company''s Management is of the view that there is considerable uncertainty around the timing, manner and extent in which the judgment will be interpreted and applied by the regulatory authorities. The Company will continue to assess any further developments in this matter for the implications on financial statements, if any. Currently, the Company has not considered any impact in these financial statements.

2. OPERATING LEASES

Disclosure as required by the Ind AS 17, "Leases” as prescribed under Companies (Indian Accounting Standard) Rules, 2015

(as amended) are given below:

a) The aggregate lease rentals payable are charged to the Statement of Profit and Loss as Rent in Note 33

b) The leasing arrangements which are cancellable at any time on month to month basis and in some cases between 11 months to 5 years are usually renewable by mutual consent on mutually agreeable terms. Under these arrangements, generally interest free refundable deposits have been given.

c) Disclosure in respect of leasing arrangements which are non cancellable for a period exceeding 5 years is as under :

Note :

Since business combination under the Scheme of Arrangement has been accounted for as a common control transaction (refer note 18 & 43) and the financial information in respect of previous periods have been restated, number of equity shares have also been restated for the purpose of EPS calculation to ensure comparability.

40 CORPORATE SOCIAL RESPONSIBILITY

As per Section 135 of the Companies Act, 2013, a Corporate Social Responsibility (CSR) committee has been formed by the Company. The CSR activities of the Company are generally being carried out through Adani Foundation a Charitable Trust set up by the Group, whereby funds are allocated from the Company. The Charitable Trust carries out the CSR activities as specified in Schedule VII to the Companies Act, 2013 on behalf of the Company. During the year, Company was required to spend CSR expense of Rs,3.73 Crores (31st March, 2018 : Rs,2.83 Crores) as per requirement of Section 135 of Companies Act, 2013 and had spent Rs,3.73 Crores (31st March, 2018 : Rs,2.83 Crores) for the year. , r -

3. The Company has made provision in the accounts for Gratuity based on actuarial valuation. The particulars under the Ind AS 19 "Employee Benefits" furnished below are those which are relevant and available to the Company for this year.

(b) Defined Benefit Obligations :

The Company provides for gratuity for eligible employees in India as per the Payment of Gratuity Act, 1972, which provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employee''s salary and the tenure of employment. Liability in respect of Gratuity is determined based on actuarial valuation done by actuary as at the balance sheet date. Disclosures in respect of the defined benefit obligation (i.e. Gratuity) are as follows.

viii) Effect of Plan on Entity''s Future Cash Flows

a) Funding Arrangement

The Company has purchased an insurance policy to provide for payment of gratuity to the employees. Every year, the insurance company carries out a funding valuation based on the latest employee data provided by the Company. Any deficit in the assets arising as a result of such valuation is funded by the Company.

b) Expected Contribution during the next annual reporting period

The Company''s best estimate of contribution during the next year is Rs,3.59 Crores

c) Maturity Profile of Defined Benefit Obligation

The average duration of the defined benefit plan obligation at the end of the reporting period is 13 years (31 March 2018: 12 years). The expected maturity analysis of gratuity benefits is as follows :

ix) Risk Exposure and Asset Liability Matching

Through its defined benefit plan of Gratuity, the Company is exposed to its number of risks, viz. asset volatility, changes in return on assets, inflation risks and life expectancy. The Company has purchased insurance policy, which is a year-on-year cash accumulation plan in which the interest rate is declared on yearly basis and is guaranteed for a period of one year. The Insurance Company, as part of the policy rules, makes payment of all gratuity outgoes happening during the year (subject to sufficiency of funds under the policy). The policy, thus, mitigates the liquidity risk

(c) Other Long Term Employee Benefits :

Other long term employee benefits comprise of compensated absences/leaves, which are recognized based on actuarial valuation. The actuarial liability for compensated absences as at the year ended 31st March, 2019 is Rs,3.87 Crores (31st March 2018: Rs,3.12 Crores).

4. RELATED PARTY TRANSACTIONS

Dclosure of transactions with Related Parties, as required by Ind AS 24 "Related Party Disclosures” has been set below. Related parties as defined under clause 9 of the Ind AS 24 have been identified on the basis of representations made by the management and information available with the Company.

i) Name of related parties & description of relationship

a) Ultimate Holding Entity

S. B. Adani Family Trust (SBAFT) (w.e.f. 29.08.2018)

Adani Enterprises Limited (up to 28.08.2018)

b) Holding Entity

Adani Gas Holding Limited (up to 10.08.2018)

c) Joint Venture IndianOil-Adani Gas Private Limited

d) Entities on which one or more KMP have a significant influence/control with whom transaction done during the year:

Adani Enterprises Limited (w.e.f. 29.08.2018)

Adani Power Limited

Adani Power (Mundra) Limited

Adani Foundation

Karnavati Aviation Private Limited

Adani Township & Real Estate Company Private Limited

Shantikrupa Estates Private Limited

Belvedere Golf and Country Club Private Limited

Adani Ports and Special Economic Zone Limited

e) Key Managerial Personnel

Mr. Gautam S. Adani (w.e.f. 22.10.2018)

Mr. Rajesh S. Adani (up to 22.10.2018)

Mr. Pranav V. Adani, Director

Mr. Rajeev Sharma, Whole-time Director (up to 22.10.2018)

Mr. Suresh P Manglani, Executive Director (w.e.f. 22.10.2018)

Mr. Naresh Poddar, CFO (up to 31.01.2019)

Mr. Hardik Sanghvi, Company Secretary (up to 08.08.2018)

Mr. Gunjan Taunk, Company Secretary (w.e.f. 26.08.2018)

f) Non Executive Directors

Mr Maheshwar Sahu (w.e.f. 22.10.2018)

Mrs Chandra Iyengar (w.e.f. 22.10.2018)

Mr Naresh Kumar Nayyar (w.e.f. 22.10.2018)

Terms and conditions of transactions with related parties

(1) The Company is dealing in the CNG & PNG sales to the domestic, industrial and commercial consumers. The above related party transaction do not include the transactions of CNG & PNG Gas sales to the related parties in ordinary course of business, as all such transactions are done at Arm''s Length Price only. As per Para 11(c)(iii) of Ind AS-24 "Related Party Disclosures", normal dealings of Company with related parties by virtue of public utilities are excluded from the purview of Related Party Disclosures.

(2) Remuneration to Key Managerial Personnel does not include provision for Leave Encashment and Gratuity as it is provided in the books of account on the basis of actuarial valuation for the Company as a whole and hence individual figures cannot be identified

(3) All above figures are net of taxes wherever applicable.

5.BUSINESS COMBINATION

A) The Board of Directors of Adani Enterprises Limited (hereinafter referred as "AEL''), the Board of Directors of Adani Gas Holdings Limited (hereinafter referred as "AGHL'') and the Board of Directors of the Company had approved the Composite Scheme of Arrangement ("the Scheme") among AEL, AGHL and the Company and their respective shareholders and creditors. The Scheme was approved by National Company Law Tribunal ("NCLT") bench at Ahmadabad vide its order dated 3rd August, 2018. Pursuant to the sanction of the Scheme, AGHL has been amalgamated with the Company with the appointed date of 10 th August, 2018 and the Gas Sourcing and Distribution business of AEL has been demerged to the Company with the appointed date of 28 th August, 2018.

Since the above transactions qualify as common control business combinations under Ind AS 103 - "Business Combinations", the previous period comparative figures have been restated as if the business combination had occurred with effect from 1st April, 2017 and accordingly, Goodwill / Capital reserve is calculated based on the net assets as on 1st April, 2017. Total income and net profit after tax for the year ended 31st March, 2018 have been restated by Rs,144.13 Crs and '' 8.32 Crs respectively.

Also, as per the Scheme, following effects have also been considered in the books of accounts of the Company.

i) Existing 25,67,42,040 equity shares of Rs,10/- each held by AGHL in the Company stands cancelled, and are ultimately replaced by 109,98,10,083 equity shares of Rs,1/- each, issued to the shareholders of AEL in swap ratio of 1 equity share of the Company for each equity share held by shareholders of AEL.

ii) The transfer and vesting of Gas Sourcing and Distribution business qualifies as a common control transaction as per Ind AS 103 "Business Combinations" and is accordingly accounted for using the "Pooling of Interest Method".

iii) The excess of value from cancellation of existing share capital and the book value of assets and liabilities transferred over the value of fresh equity shares allotted has been recorded as Capital Reserve.

B) As per Ind AS 103, previous period figures have been restated and following is the impact on Balance Sheet, Statement of Profit and Loss and Cash Flow Statement of the Company due to this restatement.

C) Also, as per Ind AS 103, Statement of Profit and Loss for the year ended 31st March, 2019 has been restated to include effect of transactions prior to respective appointment dates, when AGHL and the Gas Undertaking of AEL were operating as separate legal entity or unit. Excluding effect of such restatement, the Statement of Profit and Loss for the current year would appear as below.

6. Pursuant to Para B14 of Ind AS 112, Disclosure of Interest in Other Entities, following is the disclosure relating to Joint Venture of the entity:

The Company has a Joint Venture interest in IndianOil-Adani Gas Private Limited, a Company incorporated under the Companies Act, 2013. As at 31st March, 2019, the Company has invested a sum of Rs,185.50 Crores(31st March, 2018: Rs,124.00 Crores)

7. RECENT INDIAN ACCOUNTING STANDARDS (IND AS)

a) Transition to Ind AS 115 ''Revenue from Contracts with Customers''

As mentioned in note 2(II)(d) on Accounting Policies, the Company has adopted new Ind AS 115 using the cumulative effect method and has not restated comparative information. It has credited net impact of Rs.4.45 Crs in Retained Earnings for the revenue on account of outstanding contracts that existed as at 1st April, 2018.

b) Standards issued but not yet effective

The Ministry of Corporate Affairs ("MCA”) through Companies (Indian Accounting Standards) Amendment Rules, 2019 and Companies (Indian Accounting Standards) Second Amendment Rules, 2019 has notified the following new and amendments to existing standards. These amendments are effective for annual periods beginning from 1st April, 2019. The Company will adopt these new standards and amendments to existing standards once it become effective and are applicable to it.

Ind AS 116 - Leases

Ind AS 116 ''Leases'' replaces existing lease accounting guidance i.e. Ind AS 17 Leases. It sets out principles for the recognition, measurement, presentation and disclosure of leases and requires lessee to account for all leases, except short-term leases and leases for low-value items, under a single on-balance sheet lease accounting model. A lessee recognizes a right-of-use asset representing its right to use the underlying asset and a lease liability representing its obligation to make lease payments. The accounting from Lessor perspective largely remain unchanged from the existing standard - i.e. lessor will continue to classify the leases as finance or operating leases.

Amendments to existing Ind AS:

The MCA has carried amendments to the following existing standards which will be effective from 1st April, 2019. The Company is not expecting any significant impact in the financial statements from these amendments. The quantitative impacts would be finalized based on a detailed assessment which has been initiated to identify the key impacts along with evaluation of appropriate transition options.

1. Ind AS 12 - Income Taxes

2. Ind AS 19 - Employee Benefits

8. OTHER DISCLOSURES

a) The information on Micro, Small and Medium Enterprises, to whom the Company owes dues, which are outstanding as at the Balance Sheet date, has been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the auditors.

b) In the opinion of the Management and to the best of their knowledge and belief, the classification under the head of Current and Non-Current Assets (other than Property, Plant and Equipment and Non-Current Investments), are approximately of the value stated, if realized in the ordinary course of business, except unless stated otherwise. The provision for all the known liabilities is adequate and not in excess of amount considered reasonably necessary.

c) Item of expenditure in Statement of Profit & Loss includes reimbursement to and by the Company, as agreed upon between group Companies.

d) The Company has constructed building and facilities for processing and distribution of natural gas on plots allotted on long term lease by Ahmadabad Municipal Corporation and has paid rent accordingly.

e) An amount of Rs,6.87 Crores (P.Y. Rs,6.87 Crores) is standing as CENVAT credit receivable being the difference between the amount of CENVAT credit availed in the books of account on Input, Capital Goods and Input Services and the credit claimed under statutory returns. Out of this, the Company has made application to the Excise & Service Tax department for availing this credit of ''6.87 Crores in statutory returns.

The Fixed Assets/ Expenses of the Company is understated to the extent of the CENVAT credit taken by the Company and the same will be charged to respective assets / revenue if, the claim of the Company for CENVAT credit is not accepted by the department.

f) Security Deposit include amount of Rs,2.09 Crore and interest due thereon of Rs,1.97 Crore are outstanding for a substantial period of time. The Company has been actively negotiating for recovery, periodic confirmation of balances are taken and the management is reasonably confident of recovery against the same.

8 Details of Loans given, Investments made and Guarantee given or security provided covered u/s 186 (4) of the Companies Act, 2013 are given under respective heads (refer notes 5 and 42).

9 EVENTS OCCURRING AFTER THE BALANCE SHEET DATE

The Company evaluates events and transactions that occur subsequent to the balance sheet date but prior to approval of the financial statements to determine the necessity for recognition and/or reporting of any of these events and transactions in the financial statements. As of 27th May, 2019, there are no subsequent events to be recognized or reported that are not already disclosed

10 The Board of Directors at its meeting held on 27th May, 2019 have recommended the payment of final dividend of Rs,0.25 per equity share of the face valye of Rs,1 each for the financial year 2018-19. This proposed dividend is subject to approval of shareholders in the ensuing annual general meeting.

11 APPROVAL OF FINANCIAL STATEMENTS

The financial statements were approved for issue by the board of directors on 27th May, 2019.

12 PREVIOUS YEAR COMPARATIVES

Previous year''s figures have been recast, regrouped and rearranged, wherever necessary to bring conformity to this year''s classification. Further the figures have been rounded off to the nearest rupee in crores up to two decimals.


Mar 31, 2018

NOTE : 1 CORPORATE INFORMATION

Adani Gas Limited (AGL) was originally incorporated as Adani Energy (U.P.) Limited on 5th August 2005 as Public Limited Company under the Companies Act 1956 vide CIN U40100GJ2005PLC046553 8 is having registered address at “Adani House”, Nr. Mithakali Cross Roads. Ahmedabad & is having corporate office at 8th Floor, Heritage House, Nr. C.N.Vidhayala, Usmanpura, Ahmedabad -380009, Subsequently Adam Energy (U.P.) Ltd. was renamed as Adam Gas Limited vide fresh Certificate of Incorporation consequent upon change of name dated 8th January, 2010 It is a wholly owned subsidiary of Adani Gas Holding Limited, The company carries on the activity of City Gas Distribution and distributes and transports Natural Gas to Domestic, Commercial, Industrial and Vehicle users. The company is presently operating in Ahmedabad, Vadodara, Faridabad and Khurja.

Note: 2 INCOME TAX EXPENSE

a) Calculation of Deferred Tax Liability / Asset (net)

b) Reconciliation of Income Tax Expense and the Accounting Profit mulitplied by India’s tax rate :

This note presents the reconciliation of Income Tax charged as per the Tax Rate specified in Income Tax Act, 1961 & the actual provision made in the Financial Statements as at 31st March 2018 & 31st March 2017 with breakup of differences in Profit as per the Financial Statements & as per Income Tax Act, 1961.

Note : 3 FINANCIAL INSTRUMENTS AND RISK REVIEW a) Accounting Classification and Fair Value Hierarchy Financial Assets and Liabilities

The Company’s principal financial assets include loans and trade receivables, cash and cash equivalents and other receivables. The Company’s principal financial liabilities comprise of borrowings, provisions, trade and other payables. The main purpose of these financial liabilities is to finance the Company’s operations and projects.

Fair Value Hierarchy

The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable on unobservable and consists of the following three levels:

Level-1 : inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level-2 : Inputs are other than quoted prices included within Level-1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level-3 : Inputs are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part using a valuation model based on the assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data.

The following tables summarises carrying amounts of financial instruments by their categories and their levels in fair value hierarchy for each year end presented.

Notes :

(a) Investments exclude Investment in Joint Ventures,

(b) Carrying amounts of current financial assets and liabilities as at the end of the each year presented approximate the fair value because of their short term nature. Difference between carrying amounts and fair values of other non-current financial assets and liabilities subsequently measured at amortised cost is not: significant in each of the year presented.

b) Financial Risk Management Objective and Policies :

The Company’s risk management activities are subject to the management direction and control under the framework of Risk Management Policy as approved by the Board of Directors of the Company, The Management ensures appropriate risk governance framework for the Company through appropriate policies and procedures and that risks are identified, measured and managed in accordance with the Company’s policies and risk objectives., the Company is mainly exposed to risks resulting from interest rate risk, credit risk and liquidity risk.

Interest risk

The Company is exposed to changes in interest rates due to its financing, investing and cash management activities. The risks arising from interest rate movements arise from borrowings with variable interest rates. The Company manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings.

The Companies risk management activities are subject to the management, direction and control of Central Treasury Team of the Adam Group under the framewdrk of Risk Management Policy for interest rate risk. The Group’s central treasury team ensures appropriate financial risk governance framework for the Company through appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Group’s policies and risk objectives.

Credit Risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a loss to the company. The company has adopted the policy of only dealing with creditworthy counter parties as a means of mitigating the risk of financial losses from default. The carrying amount of financial assets recorded in the financial statements represents the company’s maximum exposure to credit risk. Cash are held with creditworthy financial institutions.

Liquidity risk

The Company monitors its risk of shortage of funds using cash flow forecasting models. These models consider the maturity of its financial investments, committed funding and projected cash flows from operations. The Company’s objective is to provide financial resources to meet its business objectives in a timely, cost effective and reliable manner and to manage its capital structure, A balance between continuity of funding and flexibility is maintained through the use of various types of borrowings.

Maturity profile of financial liabilities :

The table below provides details regarding the remaining contractual maturities of financial liabilities at the reporting date based on contractual undiscounted payments.

Capital Management

For the purpose of the Company’s capital management, capital includes issued capital and all other equity reserves attributable to the equity shareholders of the Company. The primary objective of the Company when managing capital is to safeguard its ability to continue as a going concern and to maintain an optimal capital structure so as to maximize shareholder value,

The Company monitors capital using gearing ratio, which is net debt (borrowing as detailed in note 18, 21 and 23 less cash and bank balances) divided by total capital plus debt.

Management monitors the return on capital, as well as the level of dividends to equity shareholders. The company is not subject to any externally imposed capital requirements. No changes were made in the objectives, policies or processes for managing capital during the years ended 31st March, 2018 and 31st March, 2017.

NOTE : 4 OPERATING LEASES

Disclosure as required by the IND AS 17, “Leases” as prescribed under Companies (Accounting Standard) Rules, 2015 (as amended) are given below:

a) The aggregate lease rentals payable are charged to the Statement of Profit and Loss as Rent in Note 35

b) The leasing arrangements which are cancellable at any time on month to month basis and in some cases between 11 months to 5 years are usually renewable by mutual consent on mutually agreeable terms. Under these arrangements, generally interest free refundable deposits have been given.

c) Disclosure in respect of leasing arrangements which are non cancellable for a period exceeding 5 years is as under:

NOTE : 5 CORPORATE SOCIAL RESPONSIBILITY

As per Section 135 of the Companies Act, 2013, a Corporate Social Responsibility (CSR) committee has been formed by the Company. The CSR activities of the Company are generally being carried out through Adani Foundation a Charitable Trust set up by the Group, whereby funds are allocated from the Company. The Charitable Trust carries out the CSR activities as specified in Schedule VII of the Companies Act, 2013 on behalf of the Company. During the year, Company is required to spend CSR expense of Rs. 283.20 Lakhs (P.Y Rs. 228.52 Lakhs) as per requirement of Section 135 of Companies Act, 2013 and had spent Rs. 283 20 Lakhs (P.YRs. 228.52 Lakhs) for the year.

NOTE : 6 DISCLOSURES IN RESPECT OF EMPLOYEE BENEFIT OBLIGATIONS

(a) Defined Benefit Obligations :

The Company provides for gratuity for eligible employees in India as per the Payment of Gratuity Act, 1972, which provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employee’s salary and the tenure of employment. Liability in respect of Gratuity is determined based on actuarial valuation done by actuary as at the balance sheet date. Disclosures in respect of the defined benefit obligation (i.e. Gratuity) are as follows.

viii) Effect of Plan on Entity’s Future Cash Flows

a) Funding arrangements and Funding Policy

The Company has purchased an insurance policy to provide for payment of gratuity to the employees. Every year, the insurance company carries out a funding valuation based on the latest employee data provided by the Company. Any deficit in the assets arising as a result of such valuation is funded by the Company,

b) Expected Contribution during the next annual reporting period

The Company’s best estimate of Contribution during the next year is Rs, 31,143,620

c) Maturity Profile of Defined Benefit Obligation

The average duration of the defined benefit plan obligation at the end of the reporting period is 12 years (31 March 2017:12 years), The expected maturity analysis of gratuity benefits is as follows :

ix) Risk Exposure and Asset Liability Matching

Through its defined benefit plan of Gratuity, the Compay is exposed to its number of risks, viz, asset volatility, changes in return on assets, inflation risks and life expectancy. The Company has purchased insurance policy, which is a year-on-year cash accumulation plan in which the interest rate is declared on yearly basis and is guaranteed for a period of one year. The insurance Company, as part of the policy rules, makes payment of all gratuity outgoes happening during the year (subject to sufficiency of funds under the policy). The policy, thus, mitigates the liquidity risk.

(b) Defined Benefit Contributions :

The company operates defined benefit contribution in the form of Provident Fund, liability in respect of which is provided for on actual contribution basis.

(c) Other Long Term Employee Benefits :

Other long term employee benefits comprise of compensated absences/leaves, which are recognised based on actuarial valuation. The actuarial liability for compensated absences as at the year ended 31st March, 2018 is X 312,33 Lakhs (31st March 2017: Rs.’327.73 Lakhs).

NOTE : 7 RELATED PARTY TRANSACTIONS

Pursuant to the IND AS - 24 - Related Party Transactions, as prescribed under Companies (Accounting Standard) Rules. 2015 (as amended) the disclosure relating to transactions entered into with related parties at arm’s length oasis by trie Company, as identified by the management are disclosed as under

i) Name of related parties & description of relationship

A Ultimate Holding Company

Adam Enteipiises Lid B Holding Company

Adam Gas Holding Ltd

C Fellow Subsidiaries (With whom transactions done during the year)

Adani Energy Ltd.

D Joint Venture

Indian Oil-Adani Gas Pvt Ltd

E Common Control Entity

Adani Power Limited Adani Power Mundra Limited Adani Foundation Adani Port SEZ Ltd F Key Management Personnel

Mr, Shridhar Tarnbraparni, Whole time Director (upto 28,02.2018)

Mr, Rajeev Sharma, Whole-time Director (w.e.f. 01.03.2018)

Mr. Naresh Poddar, CFO

Mr, Hardik Sanghvi, Company Secretary

3) The information on Micro, Small and Medium Enterprises, to whom the Company owes dues, which are outstanding as at the Balance Sheet date, has been determined to the extent such parties have been identified on the basis of information available with the Company, This has been relied upon by the auditors,

b) In the opinion of the Management and to the best of their knowledge and belief, the value under the head of Current and Non-Current Assets (other than fixed assets and non-current investments), are approximately of the value stated, if realized in the ordinary course of business, except unless stated otherwise. The provision for all the known liabilities is adequate and not in excess of amount considered reasonably necessary,

c) Item of expenditure in Statement of Profit & Loss includes reimbursement to and by the company, as agreed upon between group companies

d) The Company has constructed building and facilities for processing and distribution of natural gas on plots allotted on long term lease by Ahmedabad Municipal Corporation and has paid rent accordingly,

e) An amount of X 686.88 Lakhs (P.Y, 1029,31 Lakhs) is standing as CENVAT credit receivable being the difference between the amount of CENVAT credit availed in the books of account on Input, Capital Goods and Input Services and the credit claimed under statutory returns. Out of this, the company has made application to the excise 6 service tax dept, for availing this credit of Rs.686.88 Lakhs in statutory returns.

The Fixed Assets/ Expenses of the company is understated to the extent of the CENVAT credit taken by the company and the same will be charged to respective assets / revenue if, the claim of the company for CENVAT credit is not accepted by the department,

f) Company has given certain refundable deposits as security for the performance of work for ongoing projects to various government authorities. As interest rates are not specified in tne contracts, the same will accounted for in the year in which it is received,

g) The company is in the process to review and reconcile its liabilities in connection with Retention Deposits, some of which are long outstanding. Effect of the same will be given in the year when the balances will be reconciled.

h) Security Deposit include amount of Rs. 209.14 Lakhs and interest due thereon of Rs. 179,37 Lakhs are outstanding for a substantial period of time. The company has been actively negotiating for recovery and the management is reasonably confident of recovery against the same.

I) During the previous year, the company had suspended/ abondoned certain projects on account of denial of permission from the regulatory authority. Accordingly, expenses incurred on those projects had been written off and were reflected under Exceptional item.

NOTE : 8 APPROVAL OF FINANCIAL STATEMENTS

The financial statements were approved for issue by the board of directors on 10th May, 2018.

NOTE: 9 PREVIOUS YEAR COMPARATIVES

Previous year’s figures have been recast, regrouped and rearranged, wherever necessary to confirm to this year’s classification. Further the figures have been rounded off to the nearest rupees in Lakhs upto 2 decimal.

The accompanying notes are an integral part of the financial statements

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