Your Directors are pleased to present the 20^th Annual Report along with the Audited Financial Statements of your
Company for the financial year ended March 31, 2025 ("FY 2024-25/ FY25”).

Financial Performance

The Audited Financial Statements of your Company (Standalone and Consolidated) as on March 31, 2025, are
prepared in accordance with the relevant applicable Indian Accounting Standards ("Ind AS”) and Regulation 33 of
the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
("SEBI Listing Regulations”) and the provisions of the Companies Act, 2013 ("Act”).

The summarized financial highlight is depicted below:

Notes:

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

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

3. There has been no change in nature of business of your Company.

Performance Highlights
Consolidated Financial Results:

The Audited Consolidated Financial Statements of your Company as on March 31, 2025, forms part of this
Integrated Annual Report.

The key aspects of your Company's consolidated
performance during the FY 2024-25 are as follows:

Consolidated Operational Highlights:

Ý Your Company has achieved CNG Sales Volume of
662.93 MMSCM which is @ 66.7% of FY 2024-25
Sales Volume.

Ý Your Company has achieved the PNG Sales
Volume 330.33 MMSCM which is @ 33.3% of
FY 2024-25 Sales Volume.

Ý Along with its JV i.e. IndianOil Adani Gas Private
Limited (IOAGPL), your Company now has operating
license in 53 Geographical Areas.

Ý E-mobility - 2,338 charge point energised and
approx. 32 lakhs kWh (units) sold.

Ý Biomass Phase-1 of Barsana CBG Plant is operational
with total 730 MT Compressed Biogas (CBG) and
2,115 MT Organic Manure (Digestate Fermented
Organic Manure) sold in FY 2024-25.

Ý JV - SmartMeters Technologies Private Limited has
sold 2,12,604 Mechanical Gas Meters in FY 2024-25.

Consolidated Financial Highlights:

Ý Revenue from Operations increased by 12% over
FY 2023-24, from ' 4,816.49 crore to ' 5,411.68 crore.

Ý EBITDA has increased by 1% Y-o-Y to ' 1,164.03 crore
vs. ' 1,147.74 crore in FY 2023-24.

Standalone Financial Results:

On standalone basis, your Company registered revenue
from operations of ' 5,397.90 crore and PAT of
' 648.02 crore.

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

Credit Rating:

Your Company's financial discipline and prudence are
reflected in the strong credit ratings ascribed by rating
agencies. The details of credit ratings are disclosed in
the Corporate Governance Report, which forms part of
this Integrated Annual Report.

Dividend and Reserves
Dividend:

Your Directors have recommended a dividend of ' 0.25
(25%) per Equity Share of ' 1 each on Equity Shares out
of the profits of your Company for FY 2024-25.

The dividend is subject to approval of shareholders at
the ensuing Annual General Meeting (AGM) and shall
be subject to deduction of tax at source. The dividend,
if approved by the shareholders, would involve a cash
outflow of ' 27.5 crore.

Shareholders Payout:

The details of shareholders' pay-out since listing are:

Dividend Distribution Policy:

The Dividend Distribution and Shareholder Return
Policy, in terms of Regulation 43A of the SEBI Listing
Regulations is available on your Company's website and
link for the same is given in Annexure-A of this report.

Unclaimed Dividends:

Details of outstanding and unclaimed dividends
previously declared and paid by your Company are given
under the Corporate Governance Report, which forms
part of this Integrated Annual Report.

Transfer to Reserves:

As permitted under the Act, the Board of Directors of
your Company ("Board”) does not propose to transfer any
amount to General Reserves. The closing balance of the
retained earnings of your Company for FY 2024-25, after
all appropriations and adjustments, was ' 3,922.70 crore.

Share Capital

During the year under review, there was no change in the
authorised and paid-up share capital of your Company.
The equity authorised share capital of your Company is
' 509.95 crore and preference authorised share capital
is ' 0.05 crore. The paid-up equity share capital of your
Company is ' 109.98 crore.

Public Deposits

There were no outstanding deposits within the meaning
of Section 73 and 74 of the Act read with rules made
thereunder at the end of FY 2024-25 or the previous

financial years. Your Company did not accept any deposit
during the year under review.

Particulars of Loans, Guarantees or Investments

The provisions of Section 186 of the Act, with respect
to loans, guarantees, investments or securities are not
applicable to your Company, as your Company is engaged
in providing infrastructural facilities which are exempted
under Section 186 of the Act. The particulars of loans,
guarantees and investments made during the year
under review, are given in the notes forming part of the
financial statements.

Subsidiaries, Joint Ventures and Associate
Companies

A list of subsidiaries / associates / joint ventures of
your Company is provided as part of the notes to the
consolidated financial statements.

Your Company has following subsidiaries/joint ventures
as on March 31, 2025:

Subsidiaries:

Ý Adani TotalEnergies E-Mobility Limited

Ý Adani TotalEnergies Biomass Limited

Joint Venture:

Ý IndianOil - Adani Gas Private Limited

Ý Smartmeters Technologies Private Limited

Pursuant to the provisions of Section 129, 134 and 136 of
the Act read with rules made thereunder and Regulation
33 of the SEBI Listing Regulations, your Company has
prepared consolidated financial statements of the
Company and a separate statement containing the
salient features of financial statement of subsidiaries,
joint ventures and associates in Form AOC-1, which forms
part of this Integrated Annual Report.

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

Material Subsidiaries:

Your Company has formulated a policy for determining
Material Subsidiaries. The policy is available on your
Company's website and link for the same is given in
Annexure-A of this report. As on March 31 2025, your
Company did not have any Material Subsidiary.

Pursuant to Section 134 of the Act read with rules made
thereunder, the details of developments at the level of
subsidiaries and joint ventures of your Company are
covered in the Management Discussion and Analysis
Report, which forms part of this Integrated Annual Report.

Directors and Key Managerial Personnels

As of March 31, 2025, your Company's Board had ten
members comprising of four Non-Executive Directors,
one Executive Director and five Non-Executive
Independent Directors including one Woman Director.
The details of the Board and Committee composition,
tenure of Directors, and other details are available in the
Corporate Governance Report, which forms part of this
Integrated Annual Report.

In terms of the requirement of the SEBI Listing
Regulations, the Board has identified core skills, expertise,
and competencies of the Directors in the context of your
Company's business for effective functioning. The key
skills, expertise and core competencies of the members
of the Board are detailed in the Corporate Governance
Report, which forms part of this Integrated Annual Report.

Appointment/Cessation/Change in
Designation of Directors/KMPs

During the year and as on the date of this report, following
changes took place in the Directorships/KMPs:

Appointment/Re-Appointment:

Ý Mr Thibault Lesueur (DIN: 10658488) was
appointed as Additional Director (Non-Executive
and Non-Independent) by the Board on July 29,
2024 and subsequently by the shareholders by way
of postal ballot process on September 24, 2024.

Ý Mr Bharat Vasani (DIN: 00040243) was appointed
as Additional Director (Non - Executive Independent)
by the Board on October 21, 2024 and subsequently
by the shareholders by way of postal ballot process
on December 28, 2024.

Ý Mr Sashi Shanker (DIN: 06447938) will be completing
his initial term of three (3) years as an Independent
Director on May 4, 2025. The Board at its meeting
held on April 28, 2025, on the recommendation of
Nomination and Remuneration Committee and after
taking into account the performance evaluation of
his first term and considering the business acumen,

knowledge, experience, skills and contribution,
have re-appointed him as an Independent
Director for a second term of three (3) years w.e.f.
May 5, 2025, subject to approval of shareholders at
the ensuing AGM.

Ý Ms Mira Soni was appointed as Company Secretary
and Compliance Officer (Key Managerial Personnel)
of the Company by the Board on June 20, 2024.
Further, she resigned as Company Secretary and
Compliance Officer (Key Managerial Personnel) of
the Company effective from close of business hours
on May 31, 2025.

Ý Mr Anil Agrawal has been appointed as Company
Secretary and Compliance Officer (Key Managerial
Personnel) of the Company effective from June 1,2025.

Cessation:

Ý Mr Olivier Sabrie (DIN: 09375006) ceased as a
Director of your Company w.e.f. June 26, 2024, due
to his assignment outside TotalEnergies Group.

Ý Mr Naresh Kumar Nayyar (DIN: 00045395) ceased
as Independent Director of your Company from
the close of business hours on October 21, 2024,
consequent to completion of his second term.

The Board places on record the deep appreciation for
valuable services and guidance provided by Mr Olivier
Sabrie and Mr Naresh Kumar Nayyar during their tenure
as Directors of your Company.

Re-appointment of Director(s) Retiring by Rotation:

In accordance with the provisions of Section 152 of the
Act, read with rules made thereunder and Articles of
Association of your Company, Mr Suresh P. Manglani
(DIN: 00165062) and Mr Pranav V. Adani (DIN: 00008457)
are liable to retire by rotation at the ensuing AGM and
being eligible, offers himself for re-appointment.

The Board recommends the re-appointment of
Mr Suresh P. Manglani and Mr Pranav V. Adani as Directors
for your approval. Brief details, as required under
Secretarial Standard-2 and Regulation 36 of SEBI Listing
Regulations, are provided in the Notice of ensuing AGM.

Declaration from Independent Directors:

Your Company has received declarations from all the
Independent Directors of your Company confirming that
they meet the criteria of independence as prescribed
under Section 149(6) of the Act and Regulation 16(1)
(b) of the SEBI Listing Regulations and there has been
no change in the circumstances which may affect their
status as an Independent Director. The Independent
Directors have also given declaration of compliance with

Rules 6(1) and 6(2) of the Companies (Appointment and
Qualification of Directors) Rules, 2014, with respect to
their name appearing in the data bank of Independent
Directors maintained by the Indian Institute of
Corporate Affairs.

Key Managerial Personnel:

As on the date of this Integrated Annual Report,
following are the Key Managerial Personnel ("KMPs”) of
your Company as per Sections 2(51) and 203 of the Act:

Ý Mr Suresh P. Manglani, Executive Director & Chief
Executive Officer

Ý Mr Parag Parikh, Chief Financial Officer

Ý Ms Mira Soni, Company Secretary

Committees of Board

As required under the Act and the SEBI Listing
Regulations, your Company has constituted various
statutory committees. Additionally, the Board has formed
other governance committees and sub-committees to
review specific business operations and governance
matters including any specific items that the Board may
decide to delegate. As on March 31, 2025, the Board has
constituted the following committees / sub-committees:

Statutory Committees:

Ý Audit Committee

Ý Nomination and Remuneration Committee

Ý Stakeholders Relationship Committee

Ý Risk Management Committee

Ý Corporate Social Responsibility Committee

Governance Committees:

Ý Corporate Responsibility Committee

Ý Information Technology & Data Security Committee

Ý Legal, Regulatory & Tax Committee

Ý Reputation Risk Committee

Ý Merger & Acquisitions Committee

Ý Public Consumer Committee

Ý Commodity Price Risk Committee

Details of all the committees such as terms of reference,
composition and meetings held during the year under
review are disclosed in the Corporate Governance Report,
which forms part of this Integrated Annual Report.

Number of meetings of the Board

The Board met 5 (five) times during the year under
review. The intervening gap between the meetings did
not exceed 120 days, as prescribed under the Act and

SEBI Listing Regulations. The details of board meetings
and the attendance of the Directors are provided in the
Corporate Governance Report, which forms part of this
Integrated Annual Report.

Independent Directors' Meeting

The Independent Directors met on March 31, 2025,
without the attendance of Non-Independent Directors
and members of the management. The Independent
Directors reviewed the performance of Non-Independent
Directors, the Committees and the Board as a whole along
with the performance of the Chairman of your Company,
taking into account the views of Executive Directors
and Non-Executive Directors and assessed the quality,
quantity and timeliness of flow of information between
the management and the Board that is necessary for the
Board to effectively and reasonably perform their duties.

Board Evaluation

The Nomination and Remuneration Committee (NRC)
engaged Institute of Directors ("IOD”) an independent
external agency, to facilitate the evaluation and
effectiveness process of the Board, its committees and
individual Directors for FY 2024-25.

A detailed Board effectiveness assessment questionnaire
was developed by IOD based on the criteria and
framework adopted by the Board. Virtual meetings were
organized with the Directors and discussions were held
with the Directors.

The results of the evaluation confirmed high level of
commitment and engagement of the Board, its various
committees and senior leadership. The recommendations
arising from the evaluation process were discussed at the
Independent Directors' meeting held on March 31, 2025,
and also at the NRC meeting and Board meeting held on
April 28, 2025. The suggestions were considered by the
Board to optimize the effectiveness and functioning of
the Board and its committees.

Board Familiarisation and Training Programme

The Board is regularly updated on changes in statutory
provisions, as applicable to your Company. The Board is also
updated on the operations, key trends and risk universe
applicable to your Company's business. These updates
help the Directors in keeping abreast of key changes and
their impact on your Company. An annual strategy retreat
is conducted by your Company where the Board provides
its inputs on the business strategy and long- term
sustainable growth for your Company. Additionally, the
Directors also participate in various programs /meetings
where subject matter experts apprise the Directors
on key global trends. The details of such programs are

provided in the Corporate Governance Report, which
forms part of this Integrated Annual Report.

Policy on Directors' Appointment and
Remuneration

Pursuant to Section 178(3) of the Act, your Company
has framed a policy on Directors' appointment and
remuneration and other matters ("Remuneration Policy”)
which is available on the website of your Company and
link for the same is given in Annexure-A of this report.

The Remuneration Policy for selection of Directors and
determining Directors' independence sets out the guiding
principles for the NRC for identifying the persons who
are qualified to become the Directors. Your Company's
Remuneration Policy is directed towards rewarding
performance based on review of achievements.
The Remuneration Policy is in consonance with existing
industry practice.

We affirm that the remuneration paid to the Directors is
as per the terms laid out in the Remuneration Policy.

Board Diversity

Your Company recognizes and embraces the importance
of a diverse Board in its success. The Board has adopted
the Board Diversity Policy which sets out the approach
to the diversity of the Board of Directors. The said Policy
is available on your Company's website and link for the
same is given in Annexure-A of this report.

Succession Plan

Your Company has an effective mechanism for succession
planning which focuses on orderly succession of Directors,
Key Management Personnel and Senior Management.
The Nomination and Remueration Committee implements
this mechanism in concurrence with the Board.

Directors' Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board, to the
best of their knowledge and based on the information
and explanations received from the management of your
Company, confirm that:

a. in the preparation of the Annual Financial Statements,
the applicable accounting standards have been
followed and there are no material departures;

b. they have selected such accounting policies and
applied them consistently and judgements and
estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of
your Company at the end of the financial year and
of the profit of your Company for that period;

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

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

e. they have laid down internal financial controls
to be followed by your Company and that such
internal financial controls are adequate and
operating effectively;

f. proper systems have been devised to ensure
compliance with the provisions of all applicable
laws and that such systems are adequate and
operating effectively.

Internal Financial Control System and Their
Adequacy

The details in respect of internal financial controls
and their adequacy are included in the Management
Discussion and Analysis Report, which forms part of this
Integrated Annual Report.

Risk Management

Your Company has a structured Risk Management
Framework, designed to identify, assess and mitigate risks
appropriately. The Board has formed a Risk Management
Committee (RMC) to frame, implement and monitor the
risk management plan for your Company. The RMC is
responsible for reviewing the risk management plan and
ensuring its effectiveness. The Audit Committee has
additional oversight in the area of financial risks and
controls. The major risks identified by the businesses
are systematically addressed through mitigation
actions on a continual basis. Further details on the Risk
Management activities, including the implementation
of risk management policy, key risks identified
and their mitigations are covered in Management
Discussion and Analysis Report, which forms part of this
Integrated Annual Report.

Compliance Management Mechanism

Your Company has deployed a Statutory Compliance
Mechanism providing guidance on broad categories of
applicable laws and process for monitoring compliance.
In furtherance to this, your Company has instituted
an online compliance management system within the
organization to monitor compliances and provide update
to the senior management on a periodic basis. The Audit
Committee and the Board periodically monitor the status
of compliances with applicable laws.

Board Policies

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

Corporate Social Responsibility (CSR)

The details of the CSR Committee are provided in the
Corporate Governance Report, which forms part of this
Integrated Annual Report. The CSR policy is available on
the website of your Company and link for the same is
given in Annexure-A of this report.

The Annual Report on CSR activities is annexed and
forms part of this report as Annexure-B.

The Chief Financial Officer of your Company has certified
that CSR spends of your Company for FY 2024-25 has
been utilized for the purpose and in the manner approved
by the Board of your Company.

Management Discussion and Analysis

The Management Discussion and Analysis Report for the
year under review, as stipulated under the SEBI Listing
Regulations, is presented in a section forming part of this
Integrated Annual Report.

Corporate Governance Report

Your Company is committed to maintain high standards
of corporate governance practices. The Corporate
Governance Report, as stipulated by SEBI Listing
Regulations, forms part of this Integrated Annual Report
along with the required certificate from a Practicing
Company Secretary, regarding compliance of the
conditions of corporate governance, as stipulated.

In compliance with corporate governance requirements
as per the SEBI Listing Regulations, your Company has
formulated and implemented a Code of Conduct for all
Board members and senior management personnel of
your Company ("Code of Conduct”), who have affirmed
the compliance thereto. The Code of Conduct is available
on the website of your Company and the link for the same
is given in Annexure-A of this report.

Business Responsibility & Sustainability
Report (BRSR)

In accordance with the SEBI Listing Regulations, the BRSR
for FY 2024-25, describing the initiatives taken by your
Company from an environment, social and governance
(ESG) perspective, forms part of this Integrated Annual
Report. In addition to BRSR, the Integrated Annual
Report of your Company provides an insight on various
ESG initiatives adopted by your Company.

Annual Return

Pursuant to Section 134(3)(a) of the Act, the draft annual
return as on March 31, 2025 prepared in accordance
with Section 92(3) of the Act is made available on the
website of your Company and can be accessed using the
www.adanigas.com

Transactions with Related Parties

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

All transactions with related parties entered into during
the year under review were at arm's length basis and in
the ordinary course of business and in accordance with
the provisions of the Act and the rules made thereunder,
the SEBI Listing Regulations and your Company's Policy
on Related Party Transactions.

The Audit Committee comprises solely of the Independent
Directors of your Company. The members of the Audit
Committee abstained from discussing and voting in the
transaction(s) in which they were interested.

During the year, your Company has not entered into any
contracts, arrangements or transactions that fall under
the scope of Section 188 (1) of the Act. Accordingly, the
prescribed Form AOC-2 is not applicable to your Company
for FY 2024-25 and hence does not form part of this report.

Your Company did not enter into any related party
transactions during the year under review, which could
be prejudicial to the interest of minority shareholders.

The Policy on Related Party Transactions is available on
your Company's website and can be accessed using the
link given in Annexure-A of this report.

Pursuant to the provisions of Regulation 23 of the
SEBI Listing Regulations, your Company has filed half
yearly reports with the stock exchanges, for the related
party transactions.

Statutory Auditors & Auditors' Report

Pursuant to Section 139 of the Act read with rules
made thereunder, as amended, M/s Walker Chandiok &
Co. LLP, Chartered Accountants (Firm Registration No
001076N/N500013) were appointed as the Statutory
Auditors of your Company for the first term of five
years till the conclusion of 23^rd Annual General Meeting
(AGM) of your Company to be held in the year 2028.
A representative of the Statutory Auditors attended the
previous AGM of your Company held on June 25, 2024.
The Notes to the financial statements referred in the
Auditors' Report are self-explanatory.

Secretarial Auditors and Secretarial Auditors
Report

Pursuant to the provisions of Section 204 of the Act, read
with the rules made thereunder, the Board re-appointed
CS Ashwin Shah, Practicing Company Secretary, to
undertake the Secretarial Audit of your Company for
FY 2024-25. The Secretarial Audit Report for the year
under review is provided as Annexure-C of this report.

Further, pursuant to amended Regulation 24A of SEBI
Listing Regulations, and subject to members approval
being sought at the ensuing AGM; M/s Makarand M.
Joshi & Co, Practicing Company Secretaries, Mumbai
(Peer Review Number: P2009MH007000) has been
appointed as a Secretarial Auditor to undertake the
Secretarial Audit of your Company for the first term of
five consecutive years from financial year 2025-26 to
financial year 2029-30. M/s Makarand M. Joshi & Co, have
confirmed that they are not disqualified to be appointed
as a Secretarial Auditor and are eligible to hold office as
Secretarial Auditor of your Company.

Secretarial Standards

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

Cost Records and Cost Auditors

During the year under review, in accordance with Section
148(1) of the Act, your Company has maintained the
accounts and cost records, as specified by the Central
Government. Such cost accounts and records are subject
to audit by M/s N. D. Birla & Co., Cost Auditors of the
Company for FY 2024-25.

The Board has re-appointed M/s N. D. Birla & Co., Cost
Accountants as Cost Auditors of your Company for
conducting cost audit for FY 2025-26. A resolution
seeking approval of the Shareholders for ratifying the
remuneration payable to the Cost Auditors for FY 2025-26
is provided in the Notice of the ensuing AGM.

The Cost accounts and records as required to be
maintained under section 148 (1) of the Act are duly
made and maintained by your Company.

Reporting of frauds by Auditors

During the year under review, the Statutory Auditors and
Secretarial Auditor of your Company have not reported
any instances of fraud committed in your Company by
Company's officers or employees, to the Audit Committee,
as required under Section 143(12) of the Act.

Particulars of Employees

Your Company had 578 (consolidated basis) employees
as of March 31, 2025.

The information required under Section 197 of the Act,
read with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
relating to percentage increase in remuneration, ratio
of remuneration of each Director and Key Managerial
Personnel to the median of employees' remuneration are
provided in Annexure-D of this report.

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

Prevention of Sexual Harassment at Workplace

As per the requirement of The Sexual Harassment
of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013 and rules made thereunder,
your Company has laid down a Prevention of Sexual
Harassment (POSH) Policy and has constituted Internal
Complaints Committees (ICs) at all relevant locations
across India to consider and resolve the complaints
related to sexual harassment. The ICs include external
members with relevant experience. The ICs, presided
by senior women, conduct the investigations and make
decisions at the respective locations. Your Company has
zero tolerance on sexual harassment at the workplace.
The ICs also work extensively on creating awareness on
relevance of sexual harassment issues, including while
working remotely. The employees are required to undergo
mandatory training/ certification on POSH to sensitize
themselves and strengthen their awareness.

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

All new employees go through a detailed personal
orientation on POSH Policy adopted by your Company.

Vigil Mechanism

Your Company has adopted a whistle blower policy
and has established the necessary vigil mechanism for
Directors and employees in confirmation with Section 177

of the Act and Regulation 22 of SEBI Listing Regulations,
to facilitate reporting of the genuine concerns about
unethical or improper activity, without fear of retaliation.

The vigil mechanism of your Company provides for
adequate safeguards against victimization of whistle
blowers who avail of the mechanism and also provides
for direct access to the Chairman of the Audit Committee
in exceptional cases.

No person has been denied access to the Chairman of
the Audit Committee. The said policy is uploaded on the
website of your Company and link for the same is given
in Annexure-A of this report.

During the year under review, your Company has not
received any complaints under the vigil mechanism.

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

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

Cyber Security

In view of increased cyberattack scenarios, the cyber
security maturity is reviewed periodically and the
processes, technology controls are being enhanced
in-line with the threat scenarios. Your Company's
technology environment is enabled with real time
security monitoring with requisite controls at various
layers starting from end user machines to network,
application and the data.

During the year under review, your Company did not face
any incidents or breaches or loss of data breaches in
Cyber Security.

Code for Prevention of Insider Trading

Your Company has adopted a Code of Conduct ("PIT
Code”) to regulate, monitor and report trading in your
Company's shares by your Company's designated persons
and their immediate relatives as per the requirements
under the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015.
The PIT Code, inter alia, lays down the procedures to be
followed by designated persons while trading/ dealing
your Company's shares and sharing Unpublished Price
Sensitive Information ("UPSI”). The PIT Code covers your
Company's obligation to maintain a digital database,
mechanism for prevention of insider trading and handling
of UPSI, and the process to familiarize with the sensitivity
of UPSI. Further, it also includes code for practices and

procedures for fair disclosure of UPSI which h been made
available on your Company's website and link for the
same is given in Annexure-A of this report.

The employees undergo mandatory training/ certification
on this Code to sensitize themselves and strengthen
their awareness.

General Disclosures

Executive Director & CEO of your Company did not
receive any remuneration or commission from any of the
subsidiaries of your Company.

Your Directors state that during the year under review:

1. Your Company did not issue any equity shares with
differential rights as to dividend, voting or otherwise.

2. Your Company did not issue shares (Including
sweat equity shares) to employees of your Company
under any scheme.

3. No significant or material orders were passed by
the Regulators or Courts or Tribunals which impact
the going concern status and your Company's
operation in future.

4. No application was made and no proceeding
was pending under the Insolvency and
Bankruptcy Code, 2016.

5. No one time settlement of loan was obtained from
the Banks or Financial Institutions.

6. There were no revisions made in the financial
statements and Directors' Report of your Company.

Acknowledgement

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

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

For and on behalf of the Board of Directors

Gautam S. Adani

Place: Ahmedabad Chairman

Date: April 28, 2025 DIN: 00006273