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Adani Energy Solutions Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2025

Your directors are pleased to present the 12^th Annual Report along with the Audited Financial Statements of your
Company for the financial year ended March 31, 2025 ("FY 2024-25/ FY25â).

Financial Performance

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

The summarized financial highlight is depicted below:

Particulars	Consolidated		Standalone
Particulars	2024-25	2023-24	2024-25	2023-24
FINANCIAL RESULTS
Total Revenue	24,446.55	17,218.31	3,046.31	2,511.89
Total Expenditure other than Financial Costs and Depreciation	15,359.82	10,436.15	1,889.16	1,504.37
Profit before Depreciation, Finance Costs and Tax	9,086.73	6,782.16	1,157.15	1,007.52
Finance Costs	3,259.16	2,766.51	529.95	347.84
Depreciation and Amortisation Expense	1,905.95	1,776.08	0.60	0.34
Profit Before Rate Regulated Activities, Exceptional items, Tax and Deferred Assets recoverable/adjustable for the year	3,921.62	2,239.57	626.60	659.34
Net movement in Regulatory Deferral Account Balances - Income/(Expenses)	(1,340.75)	(460.01)	--	-
Profit Before Exceptional Items, Tax and Deferred Assets recoverable / adjustable for the year	2,580.87	1,779.56	626.60	659.34
Exceptional Items	(1,506.02)	-	-	-
Total Tax Expenses	178.99	580.13	8.85	64.43
Profit After Tax for the year but before Deferred Assets recoverable/adjustable	895.86	1,199.43	617.75	594.91
Deferred assets recoverable/adjustable	25.83	(3.82)	-	-
Profit After Tax for the year	921.69	1,195.61	617.75	594.91
Other Comprehensive Income / (Loss)
(a) Items that will not be reclassified to profit or loss	1.85	(0.77)	0.08	(0.02)
- Tax relating to items that will not be reclassified to Profit & Loss	(0.18)	0.01	-	-
(b) Items that will be reclassified to profit or loss	237.43	(375.33)	(40.88)	-
- Tax relating to items that will be reclassified to Profit & Loss	(52.94)	93.62	-	-
Total Other Comprehensive Income / (Loss) for the year (Net of Tax)	186.16	(282.47)	(40.80)	(0.02)
Total Comprehensive Income / (Loss) for the year attributable to the Owners of the Company	1,224.38	890.63	576.95	594.89
Add / (Less) Share Non-controlling interests	(116.53)	22.51	-	-
Net Profit / (Loss) for the year after non-controlling interests	1,107.85	913.14	576.95	594.89
Balance carried to Balance Sheet	1,107.85	913.14	576.95	594.89

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
Operational Highlights

Your Company is a multidimensional organization with
presence in various facets of the energy domain, namely
power transmission, distribution, smart metering, and
cooling solutions. Your Company is the country''s largest
private transmission company, with a presence across 16
states of India and a cumulative transmission network of
26,696 ckm and 90,236 MVA transformation capacity.
In its distribution business, your Company serves more
than 12 million consumers in metropolitan Mumbai and
the industrial hub of Mundra SEZ. Your Company is
ramping up its smart metering business and is on course
to become India''s leading smart metering integrator with
an order book of over 22.8 million meters. Your Company,
with its integrated offering through the expansion of
its distribution network through parallel licenses and
competitive and tailored retail solutions, including a
significant share of green power, is revolutionizing the way
energy is delivered to the end consumer. Your Company
is a catalyst for transforming the energy landscape in the
most reliable, affordable, and sustainable way.

Financial Highlights:

Consolidated -

For FY 2024-25, the operating EBITDA grew by 15.4% YoY
to '' 6,571 crore. The transmission business continues
to maintain the industry''s leading EBITDA margin of
92%. Adjusted PAT#* of '' 1,810 crore in FY 2024-25 was
51.5% higher YoY.

Â¦ Cash Profit of '' 4,292 crore, up 31.8% YoY

Â¦ EBITDA at '' 7,746 crore, up 22.5% YoY.

Â¦ Adjusted PAT#* at '' 1,810 crore, 51.5% YoY higher.

Â¦ Consolidated Operating EBITDA at '' 6,571 crore vs.
'' 5,696 crore in FY 2023-24, up 15.4% YoY

Â¦ Transmission Operating EBITDA at '' 4,366 crore, up
18.4% YoY with a margin of 92%

Â¦ Distribution Operating EBITDA at '' 2,175 crore,
up 8.4% YoY

''Adjusted for an exceptional item due to carve-out of the
Dahanu power plant of '' 1,506 crore.

''Adjusted for regulatory income of '' 148 crore in T&D segments
and net one-time deferred tax reversal of '' 469 crore in AEML
distribution business.

Standalone:

On a standalone basis, your Company registered total
Revenue of '' 3,046.31 crore in FY 2024-25 as compared
to '' 2,511.89 crore in FY 2023-24 and Net Profit of '' 617.75
crore as compared to '' 594.91 crore in FY 2023-24.

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 is
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

The Board of your Company ("Boardâ), after considering
holistically the relevant circumstances and keeping in
view the tremendous growth opportunities that your
Company is currently engaged with, has decided that it
would be prudent not to recommend any dividend for the
year under review.

Dividend Distribution Policy

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

Transfer to Reserves

As permitted under the Act, the 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 '' 18,497.49 crore.

Share Capital

During the year under review, your Company successfully
completed a '' 8,373.10 crore (USD 1 billion) Qualified
Institutional Placement ("QIPâ) and issued and allotted
8,57,89,959 Equity Shares of face value '' 10/- at a
premium of '' 966/- to the qualified institutional buyers
on August 3, 2024. In view of the same, the issued,
subscribed and paid-up capital of your Company were
increased from '' 11,15,49,26,830/- (1,11,54,92,683 Equity
Shares of '' 10 each) to '' 12,01,28,26,420/- (1,20,12,82,642
Equity Shares of '' 10 each).

Details of utilization of the funds raised by the Company
pursuant to said QIP issue along with an explanation for
the variation are disclosed in the Corporate Governance
Report which forms part of this Report.

Non-Convertible Debentures (NCDs)

During the year under review, your Company has redeemed
Unsecured Rated, Listed, Redeemable, Non-Convertible
Debentures (ISIN - INE931S08015 and Scrip Code -
974443) face value of '' 10 lakh each aggregating to
'' 100 crore on maturity date December 20, 2024 along
with interest to debenture holders.

Your Company has issued and allotted Unsecured,
Listed, Rated, Redeemable, Taxable, Non-Convertible
Debentures ("NCDsâ or "Debenturesâ), details of which
are as follows:

1. 15,000 Unsecured, Listed, Rated, Redeemable,

Taxable, Non-Convertible Debentures ("Debenturesâ)
(ISIN - INE931S08023 and Scrip Code -975953) of
face value of '' 1,00,000 each, aggregating to '' 150
crore on private placement basis, on August 27, 2024.

2. 12,500 Unsecured, Listed, Rated, Redeemable,

Taxable, Non-Convertible Debentures ("Debenturesâ)
(ISIN - INE931S08031 and Scrip Code - 976172)
of face value of '' 1,00,000 each, aggregating
to '' 125 crore on private placement basis, on
November 13, 2024.

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 loan, guarantee, investment or security 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 details of loans,
guarantee and investments or security 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.

During the year under review, the following entities
were formed/acquired by your Company / subsidiaries /
joint ventures:

Â¦ Adani Energy Solutions Step-Eleven Limited

Â¦ Adani Energy Solutions Step-Ten Limited

Â¦ Mahan Transmission Limited

Â¦ Adani Energy Solutions Global Limited

Â¦ Mundra I Transmission Limited

Â¦ Rajasthan Part I Power Transmission Limited

Â¦ Superheights Infraspace Private Limited

Â¦ Pune- III Transmission Limited

Â¦ Progressive Grid Networks Limited

Â¦ Jamnagar Transmission Limited

Â¦ Navinal Transmission Limited

Â¦ Khavda IVA Power Transmission Limited

Â¦ Pointleap Projects Private Limited

Â¦ Adani Energy Solutions Mahan Limited (Formerly
known as Essar Transco Limited)

Â¦ Gopalaya Build Estate Private Limited

Â¦ North Maharashtra Power Limited

During the year under review, the following entities
ceased to be subsidiary/joint venture/associate
of your Company:

Â¦ North Maharashtra Power 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.adanienergysolutions.com).

Material Subsidiaries

Based on Financial Statements as on March 31, 2025,
your Company has 3 (three) unlisted material subsidiaries.
Your Company has formulated a policy for determining
material subsidiaries. The policy is available on your
Company''s website and a link for the same is given in
Annexure-A of this report.

Pursuant to Section 134 of the Act, read with rules made
thereunder, the details of developments 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 six
members comprising of one Executive Director, two
Non-Executive Non-Independent Directors and three
Non-Executive - Independent Directors including two
Woman Independent Directors. 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

During the year under review, Dr. Ravindra H. Dholakia (DIN:
00069396) ceased to be an Non-Executive Independent
Director of the Company w.e.f. August 31, 2024 pursuant
to completion of his term. The Board places on record
the deep appreciation for valuable services and guidance
provided by Dr Dholakia during his tenure of directorship.

Re-appointment of Director(s) retiring by rotation

In accordance with the provisions of Section 152 of the
Act, read with the rules made thereunder and Articles of
Association of your Company, Mr. Rajesh S Adani (DIN:
00006322) is liable to retire by rotation at the ensuing
Annual General Meeting ("AGMâ) and being eligible, offers
himself for re-appointment.

The Board recommends the re-appointment of
Mr. Rajesh S Adani (DIN: 00006322) as Director 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 the 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 report, following are the Key
Managerial Personnel ("KMPsâ) of your Company as per
Sections 2(51) and 203 of the Act:

Â¦ Mr. Anil Kumar Sardana, Managing Director

Â¦ Mr. Kandarp Suryakant Patel, Chief Executive Officer

Â¦ Mr. Kunjal Mahendra Mehta, Chief Financial Officer

Â¦ Mr. Jaladhi Atulchandra Shukla, 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:

Â¦ Audit Committee

Â¦ Nomination and Remuneration Committee

Â¦ Stakeholders'' Relationship Committee

Â¦ Risk Management Committee

Â¦ Corporate Social Responsibility Committee

Governance Committees:

Â¦ Corporate Responsibility Committee

Â¦ Information Technology & Data Security Committee

Â¦ Legal, Regulatory & Tax Committee

Â¦ Reputation Risk Committee

Â¦ Merger & Acquisitions Committee

Â¦ Public Consumer 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 25, 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 Board adopted a formal mechanism for evaluating
its performance and as well as that of its committees
and individual Directors, including the Chairman of the
Board. The exercise was carried out through a structured
evaluation process covering various aspects of the
Boards functioning such as composition of the Board and
Committees, experience and competencies, performance
of specific duties and obligations, contribution at
the meetings and otherwise, independent judgment,
governance issues etc.

At the Board Meeting that followed the above-mentioned
meeting of the Independent Directors, the performance
of the Board, its committees, and individual Directors was
also discussed. Performance evaluation of Independent
Directors was done by the entire Board, excluding the
Independent Director being evaluated.

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 Policyâ)
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 Nomination and Remuneration
Committee for identifying the persons who are qualified
to become the Directors. Your Company''s Remuneration
Policy is directed towards rewarding performance based
on review of achievements. The Remuneration Policy is
in consonance with existing industry practice.

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

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 Remuneration
Committee (NRC) 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 the Management
Discussion and Analysis Report, which forms part of this
Integrated Annual Report.

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.

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.

Corporate Social Responsibility (CSR)

The Annual Report on CSR activities is annexed and
forms part of this report.

The Chief Financial Officer of your Company has certified
that CSR spends of your Company for FY 2024-25 have
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 Conductâ), 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 the 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 into various ESG initiatives adopted by the
Company. The ESG disclosures including BRSR Core
have been independently assured and assessed by an
Independent Agency.

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 link.

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 under review, your Company has not
entered 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.

During the year, the material related party transactions
pursuant to the provisions of Regulation 23 of the
SEBI Listing Regulations had been duly approved by
the shareholders of your Company in the AGM held on
June 25, 2024 and postal ballot process completed on
January 6, 2025.

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''s registration no. 001076N/
N500013) were appointed as the Statutory Auditors
of your Company for the first term of five years till the
conclusion of 15^th Annual General Meeting (AGM) of your
Company to be held in the year 2028. The Statutory
Auditors of your Company have issued the Audit Report
with unmodified opinion on the Audited Financial Results
(Standalone and Consolidated) of your Company for the
financial year ended March 31, 2025.

The Statutory Auditors have confirmed that they are
not disqualified to continue as Statutory Auditors
and are eligible to hold office as Statutory Auditors
of your Company.

A representative of the Statutory Auditors of your
Company attended the previous AGM of your Company
held on June 25, 2024.

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

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 M/s. Chirag Shah & Associates, Practicing
Company Secretary firm, (C. P. No. 3498; Peer reviewed
certificate no. 6543/2025) 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-B of this report.

Further, pursuant to amended Regulation 24A of SEBI
Listing Regulations, and subject to your approval being
sought as the ensuing AGM to be held on June 25,
2025, Practicing Company Secretary M/s Chirag Shah &
Associates (C. P. No. 3498 ; Peer review certificate no.
6543/2025) have 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 Chirag Shah & Associates 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 Audit of Material Unlisted Indian
Subsidiary

As per the requirements of SEBI Listing Regulations, the
Practicing Company Secretaries appointed by respective
material subsidiaries of your Company undertook
secretarial audit of these subsidiaries for FY 2024-25.
Each secretarial audit report confirms that the relevant
material subsidiary has complied with the provisions of
the Act, rules, regulations and guidelines and that there
were no deviations or non-compliances. The secretarial
audit reports of each material subsidiary forms part of
this Integrated Annual Report.

Secretarial Standards

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

Reporting fraud 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 1,881 permanent employees
(consolidated basis) 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-C of this report.

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 a 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 the 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-D of this report.

Cyber Security

In view of increased cyberattack scenarios, the cyber
security maturity is reviewed periodically and the
processes, technology controls are 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
Codeâ) 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 in
your Company''s shares and sharing Unpublished Price
Sensitive Information ("UPSIâ). 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 have 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

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 24, 2025 (DIN: 00006273)

Mar 31, 2024

The Directors are pleased to present the 11^th Annual Report along with the Audited Financial Statements of your Company for the financial year ended March 31, 2024 ("FY 2023-24/ FY 24â).

Financial Performance

The Audited Financial Statements of your Company as on March 31, 2024, are prepared in accordance with the relevant applicable Indian Accounting Standards ("Ind ASâ) and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulationsâ) and the provisions of the Companies Act, 2013 ("Actâ).

The summarized financial highlight is depicted below:

(Rs. in Crore)
Particulars		Consolidated		Standalone
Particulars	2023-24	2022-23	2023-24	2022-23
FINANCIAL RESULTS
Total Revenue	17218.31	13,840.46	2511.89	1302.79
Total Expenditure other than Financial Costs and Depreciation	10436.15	8775.11	1504.37	716.27
Profit before Depreciation, Finance Costs and Tax	6782.16	5,065.35	1007.52	586.52
Finance Costs	2766.51	2781.47	347.84	416.08
Depreciation, Amortization and Impairment Expense	1776.08	1607.74	0.34	0.15
Profit Before Rate Regulated Activities, Tax and Deferred Assets recoverable/adjustable for the period / year	2,239.57	676.14	659.34	170.29
Net movement in Regulatory Deferral Account Balances -Income/(Expenses)	(460.01)	1035.58	-	-
Profit Before Tax and Deferred Assets recoverable / adjustable for the period / year	1,779.56	1,711.72	659.34	170.29
Total Tax Expenses	580.13	435.33	64.43	0.01
Profit After Tax for the period / year but before Deferred Assets recoverable/adjustable	1,199.43	1,276.39	594.91	170.28
Deferred assets recoverable/adjustable	(3.82)	4.21	-	-
Profit After Tax for the period / year	1,195.61	1,280.60	594.91	170.28
Add / (Less) Share in Joint Venture & Associates	-	-	-	-
Net Profit / (Loss) after Joint Venture & Associates	1,195.61	1,280.60	594.91	170.28
Other Comprehensive Income
- Items that will not be reclassified to profit or loss	(0.77)	(0.41)	(0.02)	0.00
- Tax relating to item that will not be reclassified to Profit & Loss	0.01	(8.36)	-	-
- Items that will be reclassified to profit or loss	(375.33)	(341.59)	-	(40.49)
- Tax relating to items that will be reclassified to Profit & Loss	93.62	71.64	-	-
Total Other Comprehensive Income / (Loss) for the year (Net of Tax)	(282.47)	(278.72)	(0.02)	(40.49)
Total Comprehensive Income / (Loss) for the year attributable to the Owners of the Company	890.63	990.42	594.89	129.79
Add / (Less) Share Non-controlling interests	22.51	11.46	-	-
Net Profit / (Loss) for the year	913.14	1,001.88	594.89	129.79
Balance carried to Balance Sheet	913.14	1,001.88	594.89	129.79
Note: Figures less than '' 50,000 are denoted as 0.00

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, 2024, prepared in accordance with the relevant applicable IND AS and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulationsâ) and provisions of the Companies Act, 2013 ("the Actâ), forms part of this Annual Report.

The key aspects of your Company''s consolidated performance during the FY 2023-24 are as follows:

Operational Highlights

Your Company, Adani Energy Solutions Limited (formerly known as Adani Transmission Limited) (AESL), part of the Adani portfolio, is a multidimensional organization with presence in various facets of the energy domain, namely power transmission, distribution, smart metering, and cooling solutions. AESL is the country''s largest private transmission company, with a presence across 16 states of India and a cumulative transmission network of 20,509 ckm and 57,011 MVA transformation capacity. In its distribution business, AESL serves more than 12 million consumers in metropolitan Mumbai and the industrial hub of Mundra SEZ (Gujarat). AESL is ramping up its smart metering business and is on course to become India''s leading smart metering integrator with an order book of over 22.80 million meters. AESL, with its integrated offering through the expansion of its distribution network through parallel licenses and competitive and tailored retail solutions, including a significant share of green power, is revolutionizing the way energy is delivered to the end consumer. AESL is a catalyst for transforming the energy landscape in the most reliable, affordable, and sustainable way.

The following are some of the operational highlights for FY 2023-24 -

Â¦ Commissioned largest 765 kV Warora-Kurnool transmission line strengthening the national grid and facilitating the seamless flow of 4,500 MW of power between Western and Southern regions and

bolstering the Southern region''s grid for efficient integration of renewable energy sources.

Â¦ The 765 kV KBTL (Khavda Bhuj line), with 217 circuit kilometers, will help evacuate about 3 GW of renewable energy from Khavda, Gujarat. The project will help shape one of the country''s largest solar and wind farms.

Â¦ Commissioned 400 kV Kharghar-Vikhroli double circuit transmission line, establishing the first-ever high voltage 400 kV connection in Mumbai. This will enable an additional 1,000 MW power to be brought into Mumbai, thus meeting the city''s fast-growing electricity demand.

Â¦ Completed the Karur Transmission Limited (KTL) project by establishing the 400/230 kV, 1000 MVA Pooling Station and an associated transmission line in Tamil Nadu.

Â¦ Strong transmission system availability of 99.6% at the portfolio level.

Â¦ AEML, the Mumbai distribution business witnessed an increase in the energy consumed by 9.4%. It saw one of the lowest distribution losses of 5.29% in its history and added new consumers, reaching 3.18 million on the back of reliable and affordable power supply.

Financial Highlights:

Consolidated Performance on YoY basis -

For FY 2023-24, the operational EBITDA grew by 7% to '' 5,695 crore. The transmission business continues to maintain the industry''s leading EBITDA margin of 91%. Comparable PAT of '' 1,197 crore in FY 2023-24 was 12% higher YoY.

Performance highlights:

Â¦ Operational Revenue at '' 14,217 crore, up 17% YoY

Â¦ Operational EBITDA at '' 5,695 crore in full year, up 7% YoY

Â¦ Comparable PAT of '' 1,197 crore increased by 12% YoY

Â¦ Cash Profit of ''3,257 crore

Standalone Financial Results:

On standalone basis, your Company registered Total Revenue of '' 2,511.89 crore in FY 2023-24 as compared to ''1,302.79 crore in FY 2022-23 and Net Profit of '' 594.91 crore as compared to '' 170.28 crore in FY 2022-23.

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

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

Dividend

The Board of your Company, after considering holistically the relevant circumstances and keeping in view the tremendous growth opportunities that your Company is currently engaged with, has decided that it would be prudent not to recommend any dividend for the year under review.

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 on www.adanienergysolutions.com/-/media/ Project/Transmission/Investor/documents/Policies/ A210-Dividend-Distribution-Policy-dtd-04012020.pdf

Share Capital

During the year under review, there was no change in the authorized and paid-up share capital of the Company. The authorized share capital of your Company is '' 1,500 crore and paid-up equity share capital of your Company is ''1,115.49 crore.

Non-Convertible Debentures (NCDs)

Your Company has outstanding 1,000 Unsecured Rated, Listed, Redeemable, Non-Convertible Debentures of face value of '' 10 lakh each, aggregating to '' 100 crore. These NCDs are listed on the wholesale debt market segment of BSE Limited.

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 2023-24 or the previous financial years. Your Company did not accept any deposit during the year under review.

Particulars of loans, guarantees or investments

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

During the year under review, your Company formed/ acquired following entities:

Subsidiaries:

Â¦ Sangod Transmission Service Limited

Â¦ Halvad Transmission Limited

Â¦ Arasan Infra Two Limited

Â¦ Sunrays Infra Space Two Limited

Â¦ Adani Energy Solutions Step-Twelve Limited

Â¦ Adani Energy Solutions Step-Thirteen Limited

Â¦ KPS1 Transmission Limited

In view of the above, the total number of subsidiaries of your Company, as on March 31, 2024 was 62.

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 at www.adanienergysolutions.com.

Material Subsidiaries

As on March 31,2024, your Company had 3 (three) unlisted material subsidiaries. Your Company has formulated a policy for determining Material Subsidiaries. The policy on Material Subsidiary is available on your Company''s website and link for the same is given in Annexure-A of this report.

Pursuant to Section 134 of the Act read with rules made thereunder, the details of developments 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, 2024, your Company''s Board had seven members comprising of three Executive Directors and four Non-Executive Independent Directors including two Woman Directors. The details of 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 Listing Regulations, the Board has identified core skills, expertise, and competencies of the Directors in the context of the Company''s business for effective functioning. The key skills, expertise and core competencies of the Board of Directors 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 under review, following changes took place in the Directorships / KMPs:

Cessation:

Â¦ Mr Bimal Dayal resigned as Chief Executive Officer - Transmission Business and KMP of the Company w.e.f. December 8, 2023 due to another compelling and growing infrastructure execution role at Adani portfolio company, as CEO.

Â¦ Pursuant to leadership development process across the Adani portfolio companies, Mr Rohit Soni relinquished his position as Chief Financial Officer of the Company (Key Managerial Personnel) of the Company w.e.f. March 31, 2024 and transitioned to a new role within Adani portfolio of companies.

The Board places on record the deep appreciation for valuable services and guidance provided by Mr Bimal Dayal and Mr Rohit Soni, during their tenure.

Change in Designation:

Â¦ Mr Kandarp Patel was redesignated as Chief Executive Officer of the Company w.e.f. December 8, 2023.

Appointment:

Â¦ Mr Kunjal Mehta was appointed the Chief Financial Officer of the Company (Key Managerial Personnel) w.e.f. April 1, 2024.

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 Gautam S. Adani (DIN: 0 0 0 0 6273) is 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 Gautam S. Adani as Director for your approval. Brief details as required under Secretarial Standard-2 and Regulation 36 of SEBI Listing Regulations, are provided in the Notice of AGM.

Re-appointment of Independent Director

The tenure of Mrs Lisa Caroline MacCallum (DIN: 09064230) as Independent Director of the Company is due for renewal w.e.f. November 30, 2024. The Nomination and Remuneration Committee (NRC) and the Board of Directors at their respective meetings held on April 30, 2024 recommended and approved the re-appointment of Mrs Lisa Caroline MacCallum as an Independent Director of the Company for the second term of 3 (Three) years w.e.f. November 30, 2024, subject to approval of Members at the ensuing AGM.

Terms and conditions for her re-appointment are contained in the Explanatory Statement forming part of the Notice of the 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 report, the following are Key Managerial Personnel ("KMPsâ) of your Company as per Sections 2(51) and 203 of the Act:

Â¦ Mr Anil Sardana, Managing Director

Â¦ Mr Kandarp Patel, Chief Executive Officer

Â¦ Mr Kunjal Mehta, Chief Financial Officer (w.e.f. April 1, 2024)

Â¦ Mr Jaladhi Shukla, Company Secretary

Committees of Board

As required under the Act and the SEBI Listing Regulations, the 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, 2024, the Board has constituted the following committees / sub-committees.

Statutory Committees:

Â¦ Audit Committee

Â¦ Nomination and Remuneration Committee

Â¦ Stakeholders'' Relationship Committee

Â¦ Risk Management Committee

Â¦ Corporate Social Responsibility Committee

Governance Committees:

Â¦ Corporate Responsibility Committee

Â¦ Information Technology & Data Security Committee

Â¦ Legal, Regulatory & Tax Committee

Â¦ Reputation Risk Committee

Â¦ Mergers and Acquisitions Committee

Â¦ Public Consumer 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 6 (six) times during the year under review. The intervening gap between two consecutive board 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 20, 2024, 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 Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

At the Board Meeting that followed the above-mentioned meeting of the Independent Directors, the performance of the Board, its Committees, and individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

Board Familiarisation and Training Programme

The Board is regularly updated on changes in statutory provisions, as applicable to the Company. The Board is also updated on the operations, key trends and risk universe applicable to the Company''s business. These updates help the Directors in keeping abreast of key changes and their impact on the Company. An annual strategy retreat is conducted by the Company where the Board provides its inputs on the business strategy and long-term sustainable growth for the Company. Additionally, the Directors also participate in various programmes /meetings where subject matter experts apprise the Directors on key global trends. The details of such programmes 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, the Company has framed a policy on Directors'' appointment and remuneration and other matters ("Remuneration Policyâ) which is available on the website of your Company at https://www.adanienergysolutions.com/investors/ corporate-governance.

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 Remuneration Committee (NRC) 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 the Company at the end of the financial year and of the profit of the 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 the Company and for preventing and detecting fraud and other irregularities;

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

e. they have laid down internal financial controls to be followed by the 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

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

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 at https://www.adanienergysolutions.com/investors/ corporate-governance. The Annual Report on CSR activities is annexed and forms part of this report. The Company has spent more than 2% of the average net profits of the Company, during the three years immediately preceding financial year.

The Chief Financial Officer of your Company has certified that CSR spends of your Company for FY 2023-24 have been utilized for the purpose and in the manner approved by the Board of the 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 highest 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 Conductâ), who have affirmed the compliance thereto. The Code of Conduct is available on the website of your Company at https://www.adanienergysolutions.com/-/

media/Project/Transmission/Investor/documents/ Policies/A29-ATL-Code-of-Conduct-for-Board-and-Senior-Management--dtd-04012020.pdf

Business Responsibility & Sustainability Report (BRSR)

In accordance with the SEBI Listing Regulations, the BRSR for the FY 2023-24, 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 the Company provides an insight on various ESG initiatives adopted by the Company. The ESG disclosures including BRSR Core have been independently assured by M/s. TUV India Private Limited.

Annual Return

Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2024 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 https://www.adanienergysolutions.com/-/media/Project/ Transmission/Investor/documents/Annual-Return/ AESL-FormMGT7--JS-fnl--31032024.pdf.

Transactions with Related Parties

All transactions with related parties are placed before the Audit Committee for its 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 comprise 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 FY 2023-24, your Company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC 2, is not applicable.

Your Company did not enter into any related party transactions during the year 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 https://www.adanienergysolutions.com/investors/ corporate-governance.

Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, your Company has filed half yearly reports to 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 15^th AGM of your Company to be held in the year 2028.

The Statutory Auditors have confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of your Company.

Representative of Statutory Auditors of your Company attended the previous AGM of your Company held on July 19, 2023.

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

Explanation to Auditors'' Comment:

The Auditors'' Qualification has been appropriately dealt with in Note No. 52 to the Standalone Financial Statement and Note No. 64 to the Consolidated Financial Statement.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the Board has re-appointed M/s. Chirag Shah & Associates, Company Secretaries, to undertake the Secretarial Audit of your Company for FY 2023-24. The Secretarial Audit Report for the year under review is provided as Annexure-B of this report.

Secretarial Audit of Material Unlisted Indian Subsidiary

As per the requirements of SEBI Listing Regulations, the Practicing Company Secretaries appointed by respective material subsidiaries of the Company undertook secretarial audit of these subsidiaries for FY 2023-24. Each secretarial audit report confirms that the relevant material subsidiary has complied with the provisions of the Act, rules, regulations and guidelines and that there were no deviations or non- compliances. The secretarial audit reports of each material subsidiary forms part of this Integrated Annual Report.

Secretarial Standards

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

Reporting of frauds by Auditors

During the year under review, the Statutory Auditors 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 4,959 (consolidated basis) employees as of March 31, 2024.

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 (KMP) to the median of employees'' remuneration are provided in Annexure-C of this report.

The statement containing particulars of employees, as required under Section 197 of the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is 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 includes external members with relevant experience. The ICs, presided by senior women, conduct the investigations and make decisions at the respective locations. The 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 a mandatory training/ certification on POSH to sensitize themselves and strengthen their awareness.

During the year under review, one complaint pertaining to POSH was received and redressed.

All new employees go through a detailed personal orientation on anti-sexual harassment policy adopted by your Company.

Vigil Mechanism

Your Company has adopted a whistle blower policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177 of the Act and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation.

The vigil mechanism of your Company provides for adequate safeguards against victimization of 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 at https:// www.adanienergysolutions.com/-/media/Project/ Transmission/Investor/documents/Policies/A13-ATL-Whistle-Blower-Policy-dtd-04012020.pdf

During the year under review, your Company had received & resolved 1 (One) whistle blower complaint.

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-D of this report.

Cyber Security

In view of increased cyber attack 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.

Code for prevention of insider trading

Your Company has adopted a Code of Conduct ("Codeâ) to regulate, monitor and report trading in Company''s shares by 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 Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in Company''s shares and sharing Unpublished Price Sensitive Information ("UPSIâ). The Code covers 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 unpublished price sensitive information which has been made available on the Company''s website and link for the same is given in Annexure-A of this report.

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

General Disclosures

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

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. I ssue of Shares (Including Sweat Equity Shares) to employees of your Company under any scheme.

3. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and your Company''s operation in future.

4. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by your Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under Section 67(3)(c) of the Act).

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

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

7. Revision of financial statements and Directors'' Report of your Company.

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.

Mar 31, 2023

Your Directors are pleased to present the 10^th Annual Report along with the Audited Financial Statements of your Company for the financial year ended on 31st March, 2023.

Financial Performance Summary

The summarized financial performance highlight is as mentioned below:

(H in Crore)
Particulars	Consolidated		Standalone
Particulars	2022-23	2021-22	2022-23	2021-22
FINANCIAL RESULTS
Total Revenue	13,840.46	11,861.47	1302.79	1440.67
Total Expenditure other than Financial Costs and Depreciation	8775.11	7051.35	716.27	742.06
Profit before Depreciation, Finance Costs and Tax	5,065.35	4,810.12	586.52	698.61
Finance Costs	2781.47	2364.95	416.08	762.96
Depreciation, Amortization and Impairment Expense	1607.74	1427.15	0.15	0.26
Profit Before Rate Regulated Activities, Tax and Deferred Assets recoverable/adjustable for the period / year	676.14	1,018.02	170.29	(64.61)
Net movement in Regulatory Deferral Account Balances - Income/(Expenses)	1035.58	682.47	-	-
Profit Before Tax and Deferred Assets recoverable / adjustable for the period / year	1,711.72	1,700.49	170.29	(64.61)
Total Tax Expenses	435.33	436.06	0.01	-
Profit After Tax for the period / year but before Deferred Assets recoverable/adjustable	1,276.39	1,264.43	170.28	(64.61)
Deferred assets recoverable/adjustable	4.21	(28.68)	-	-
Profit After Tax for the period / year	1,280.60	1,235.75	170.28	(64.61)
Add / (Less) Share in Joint Venture & Associates	-	-	-	-
Net Profit / (Loss) after Joint Venture & Associates	1,280.60	1,235.75	170.28	(64.61)
Other Comprehensive Income
- Items that will not be reclassified to profit or loss	(0.41)	16.37	0.00	0.08
- Tax relating to item that will not be reclassified to Profit & Loss	(8.36)	(2.89)	-	-
- Items that will be reclassified to profit or loss	(341.59)	(262.79)	(40.49)	(120.55)
- Tax relating to items that will be reclassified to Profit & Loss	48.73	(2.44)	-	-
Total Other Comprehensive Income / (Loss) for the year (Net of Tax)	(301.63)	(251.75)	(40.49)	(120.47)
Total Comprehensive Income / (Loss) for the year attributable to the Owners of the Company	973.26	987.42	129.79	(185.08)
Add / (Less) Share Non-controlling interests	5.71	(3.42)	-	-
Net Profit / (Loss) for the year after non-controlling interests	978.97	984.00	129.79	(185.08)
Balance carried to Balance Sheet	978.97	984.00	129.79	(185.08)

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

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

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

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

Performance

Consolidated Financial Results

The Audited Consolidated Financial Statements of your Company as on 31^st March 2023, prepared in accordance with the relevant applicable IND AS and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulationsâ) and provisions of the Companies Act, 2013 ("the Actâ), forms part of this Annual Report.

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

Operational Highlights

Your Company, Adani Transmission Limited (ATL) is in transmission and distribution business. ATL is the country''s largest private transmission Company, with

a presence across 14 states of India and a cumulative transmission network of 19,779 ckm, out of which 15,371 ckm are operational and 4,408 ckm are at various stages of construction. ATL also operates distribution business, serving more than 12 million consumers in Mumbai and Mundra SEZ. With India''s energy requirement set to quadruple in the coming years, ATL is fully geared to create a sustainable and reliable power transmission network and work actively towards serving retail customers and achieving "Power for All.

Your Company has evolved over the past few years. During the year under review, your Company has acquired following two companies which will bolster its pan-India presence, consolidating further its position as the largest private sector transmission Company in India and moving it closer to its goal of 30,000 ckt km of transmission lines by 2030.

1. WRSR Power Transmission Limited

2. Khavda II-A Transmission Limited

Your Company is constantly benchmarking to be the best-in-class and is pursuing focused approach to be world-class integrated utility through development agenda coupled with de-risking of strategic and operational aspects, capital conservation, ensuring high credit quality and forging strategic partnerships for business excellence and high governance standards. Your Company is maintaining 24x7 quality power supply despite challenges posed by health and pandemic issues. The journey towards robust ESG framework and practicing culture of safety is integral to its pursuit for enhanced long-term value creation for all stakeholders.

The following are some of the operational highlights

for FY 23 -

â¢ Added 1704 ckt kms to transmission network in

FY 23 on account of organic and inorganic growth taking total network to ~19,779 ckt kms.

â¢ Strong Transmission system availability at more

than 99.7%.

â¢ Distribution business ensured more than 99.9% supply reliability despite challenges on ground.

â¢ Distribution losses were at 5.93% vs 6.55% in FY 2021-22.

â¢ Consumer-centric initiatives in Distribution business continue with digital payment at 75% in

FY 23 vs 69.7% in FY 22.

Financial Highlights:

Consolidated Performance on YoY basis -

â¢ Cash Profit of H3,411 Crore, up 12%

â¢ EBIDTA at H6,101 Crore, up 11%

â¢ PAT at H1,281 Crore, 3.64% higher.

â¢ Consolidated Operational EBITDA at H5,341 Crore vs. H 4,659 Crore in FY22, up 15%

â¢ Transmission Operational EBITDA at H3,243 Crore,

up 9.27% with a margin of 91%

â¢ Distribution Operational EBITDA at H2,098 Crore, up 24%

Standalone Financial Results:

On standalone basis, your Company registered Total Revenue of H1,303 Crore in FY 23 as compared to

H1,441 Crore in FY 22.

The detailed operational performance of your

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

forms part of this Annual Report.

Proposal for Change of Name of the Company

Your Company has over the years evolved into a large entity duly capturing plethora of growth opportunities in Transmission, Distribution, Smart Metering, Power Solutions and Cooling solutions businesses. Your Company is ushering into the new exciting business arena while maintaining pioneer position in the Transmission & Distribution sectors. With a view to pursuing this growth journey in the energy solutions'' business areas, the Board of Directors of the Company have approved the proposal to rebrand the Company as Adani Energy Solutions Limited (AESL), subject to requisite approvals of the shareholders and other regulatory authorities. The new identity aims to project the Company''s over-arching expertise in various facets of Energy domain, as a solution provider for customers abrading entire spectrum of retail; commercial and industrial customers.

Dividend

The Board of your Company, after considering holistically the relevant circumstances and keeping in

view the tremendous growth opportunities that your

Company is currently engaged with, has decided that it would be prudent not to recommend any dividend

for the year under review.

Changes in Paid up Share Capital

During the year under review, your Company has allotted 1,56,82,600 Equity Shares of face value of H10 each at a premium of H2,444.95 per Equity Share by way of preferential allotment on a private placement

basis.

Accordingly, paid up share capital of your Company stands increased from H1,099.81 Crore comprising of 109,98,10,083 Equity Shares of H10 each to H1,115.49 Crore comprising of 111,54,92,683 Equity Shares of

H10 each.

Fixed Deposits

There were no outstanding deposits within the

meaning of Section 73 and 74 of the Act read with rules made thereunder at the end of the financial year 2022-23 or the previous financial years. Your Company did not accept any deposit during the year

under review.

Particulars of Loans, Guarantees or Investments

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

Subsidiaries, Joint Ventures and Associate Companies

Your Company had 38 direct subsidiaries as on

31^st March, 2022. During the year under review, the following companies were acquired / incorporated -

Acquired -

â¢ WRSR Power Transmission Limited from REC Power Development and Consultancy Limited

(formerly known as REC Power Distribution Company Limited).

â¢ Khavda II-A Transmission Limited from REC Power Development and Consultancy Limited (formerly

known as REC Power Distribution Company Limited).

â¢ Adani Green Energy Thirty Limited acquired

by Wholly owned subsidiary - Khavda Bhuj Transmission Limited from Adani Green Energy

Limited.

New incorporation -

â¢ Adani Transmission Step-Two Limited as a wholly owned subsidiary company.

â¢ Adani Transmission Mahan Limited as a step-down subsidiary company.

â¢ Adani Electricity Jewar Limited as a wholly owned subsidiary company.

â¢ Adani Cooling Solutions Limited as a wholly

owned subsidiary company.

â¢ BEST Smart Metering Limited as a wholly owned

subsidiary company.

â¢ Adani Transmission Step-Three Limited as a

wholly owned subsidiary company.

â¢ Adani Transmission Step-Four Limited as a wholly

owned subsidiary company.

â¢ Adani Transmission Step-Five Limited as a wholly

owned subsidiary company.

â¢ Adani Transmission Step-Six Limited as a wholly

owned subsidiary company.

â¢ Adani Transmission Step-Seven Limited as a

wholly owned subsidiary company.

â¢ Adani Transmission Step-Eight Limited as a wholly

owned subsidiary company.

â¢ Adani Transmission Step-Nine Limited

(Now Known as NE Smart Metering Limited)

â¢ Adani Electricity Aurangabad Limited as a wholly owned subsidiary company.

â¢ Adani Electricity Nashik Limited as a wholly owned subsidiary company.

â¢ Adani-LCC JV (Partnership Firm with 20% Share)

In view of the above, the total number of Subsidiaries, as on 31^st March 2023 was 55 and 1 Partnership Firm.

There are no associate companies or joint venture companies within the meaning of Section 2(6) of the Act. There has been no material change in the nature of the business of the subsidiaries.

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

The Annual Financial Statements and related detailed information of the subsidiary 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 shareholder/s during working hours at the 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 the Company and audited accounts of each of its subsidiaries, are being made available on the website of the Company, www.adanitransmission. com.

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

of developments of subsidiaries of the Company are covered in the Management Discussion and Analysis Report, which forms part of this Annual Report.

Management Discussion and Analysis

The Management Discussion and Analysis for the

year under review, as stipulated under the SEBI Listing Regulations, is presented in a separate section forming part of this Annual Report.

Directors and Key Managerial Personnel

As of March 31, 2023, your Company''s Board had seven members comprising of three Executive Directors and

four Independent Directors.

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

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of the Company, Mr. Rajesh S. Adani (DIN: 00006322) is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment.

The tenure of Mr. Anil Sardana as Managing Director of the Company was due for renewal w.e.f. 10^th May, 2023. The Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on 29^th May, 2023 recommended and approved the re-appointment of Mr. Anil Sardana as Managing Director of the Company for a further period of 5 (Five) years w.e.f. 10^th May, 2023, subject to approval of Members at the ensuing AGM. Terms and conditions for his re-appointment are contained in the Explanatory Statement forming part of the Notice of the ensuing AGM.

During the year under review, the Board of Directors

on the recommendation of Nomination and Remuneration Committee, has appointed Mr. Bimal Dayal as the Chief Executive Officer - Transmission Business (Key Managerial Personnel) of the Company and Mr. Kandarp Patel as the Chief Executive Officer - Distribution Business (Key Managerial Personnel) of the Company w.e.f. 2^nd November, 2022. Subsequent to above, Mr. Anil Sardana, Managing Director and CEO of the Company had relinquished the position

of CEO to these two executives and continue in the

capacity as Managing Director (KMP) of the Company with effect from 2^nd November, 2022.

The Board recommends the appointment / reappointment of above Directors for your approval. Brief details of Directors proposed to be appointed / re-appointed as required under Regulation 36 of the SEBI Listing Regulations are provided in the Notice of the ensuing AGM.

The Company has further received declarations

from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as Independent Director during the year.

Number of meetings of the Board

The Board of Directors met 6 (six) times during the year under review. The details of board meetings and

the attendance of the Directors are provided in the Corporate Governance Report, which forms part of

this Annual Report.

Independent Directors'' Meeting

The Independent Directors met on 16^th March, 2023, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Board Evaluation

At the Board Meeting that followed the above mentioned meeting of the Independent Directors, the performance of the Board, its Committees, and individual Directors was also discussed. Performance

evaluation of Independent Directors was done by the entire Board, excluding the Independent Director

being evaluated.

Policy on Directors'' Appointment and Remuneration

The Company''s policy on Directors'' appointment and remuneration and other matters ("Remuneration Policyâ) provided in Section 178(3) of the Act is

available on the Company''s website at https:// www.adanit.ransmission.com/Invest.ors/ Corporate-

Governance.

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

of the Company.

Directors'' Responsibility Statement

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

a. that in the preparation of the Annual Financial Statements, the applicable accounting standards

have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^stMarch, 2023 and of the Profit of the Company for the year ended on that date;

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

d. that the Annual Financial Statements have been prepared on a going concern basis:

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

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

and were adequate and operating effectively.

Internal Financial Controls system and their adequacy

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

Risk Management

The Board has formed a Risk Management Committee (RMC) to frame, implement and monitor the risk management plan for the Company. The RMC is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has an 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 are included in the separate section forming part of this Annual Report.

Board Policies

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

Corporate Social Responsibility (CSR)

Your Company has constituted a Corporate Social Responsibility (CSR) Committee and framed a CSR Policy. The brief details of CSR Committee are

provided in the Corporate Governance Report, which forms part of this Annual Report. The updated CSR Policy is available on the website of the Company

at https://www.adanitransmission.com/investors/ coroorategovernance. The Annual Report on CSR

activities is annexed to this report.

Further, the Chief Financial Officer of the Company

has certified that CSR spends of the Company for the financial year 2022-23 have been utilized for the

purpose and in the manner approved by the Board.

Till 2017-18, your Company was preparing a separate Annual Report and Sustainability Report. This is the fifth year that we have combined both the reports into one, presenting financial and non-financial metrics in an integrated report, for a more holistic picture of our

purpose, performance and prospects.

Corporate Governance

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

In compliance with corporate governance requirements as per the SEBI Listing Regulations,

your Company has formulated and implemented a Code of Business Conduct and Ethics for all Board

members and senior management personnel of the Company (Code of Conduct), who have affirmed the

compliance thereto. The said Code of Conduct, is available on the website of the Company at https:// www.adanit.ransmission.com/invest.ors/corporat.e-novernance.

Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report (BRSR) for the year ended 31^st March, 2023, forms part

of this Annual Report.

Annual Return

Pursuant to Section 134(3)(a) of the Act, the draft

annual return as on March 31, 2023, prepared in accordance with Section 92(3) of the Act, is made available on the website of the Company and can be assessed using the link https://www. adanitransmission.com/investors/investor-downloads

Transactions with Related Party

All related party transactions, entered into during the

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

The Policy on Related Party Transactions is available on the Company''s website and can be assessed using the link https://www.adanitransmission.com/ investors/corporate-governance.

General Disclosure

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

the year under review:

1. Issue of equity shares with differential rights as to

dividend, voting or otherwise.

2. Issue of Shares (Including Sweat Equity Shares)

to employees of the Company under any scheme.

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

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

4. Voting rights which are not directly exercised

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

5. Change in the nature of business of your Company.

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

7. One time settlement of loan obtained from thebanks or financial institutions.

Insurance

Your Company has taken appropriate insurance for

assets against foreseeable perils.

Statutory Auditors & Auditors'' Report

Pursuant to the provisions of Section 139 of the Act read with rules made thereunder, M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration

No. 117366W/W-100018) hold office as the Statutory Auditors of the Company until the conclusion of the

10^th AGM to be held in the calendar year 2023.

As recommended by the Audit Committee, the Board of Directors of the Company have approved the appointment of M/s. Walker Chandiok & Co. LLP, Chartered Accountants, (Firm Registration No. 001076N/N500013) as the statutory auditors of the Company to hold office for a term of five consecutive years till the conclusion of 15^th Annual General Meeting of the company to be held in the year 2028, subject to approval of shareholders.

The Notes to the financial statements referred in the

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

Explanation to Auditors'' Comment:

The Auditors'' Qualification has been appropriately dealt with in Note No. 50 to the Standalone Financial Statement and Note No. 59 to the Consolidated

Financial Statement.

Cost Auditors

Your Company to further the governance standards has appointed M/s. K V M & Co., Cost accountants (Firm Reg. No. 000458) as cost auditors to conduct the audit of the cost records of the business activities

of the Company for the financial year 2023-24 on voluntary basis.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act and the rules made thereunder, your Company has reappointed M/s. Chirag Shah & Associates, Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for FY 202223 is provided as Annexure-B of this report. There are no qualifications or reservations on adverse remarks or disclaimer in the said Secretarial Audit Report.

As per the requirements of the Listing Regulations, Practicing Company Secretaries of the respective material subsidiaries of the Company have undertaken secretarial audits of these subsidiaries for FY 2022-23. The Secretarial Audit Report confirms that the material subsidiaries have complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or noncompliances.

Secretarial Standards

During the year under review, your Company has complied with all the applicable provisions of

Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of

India.

Reporting of frauds by auditors

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

Particulars of Employees

Your Company, along with its operational subsidiaries, had 5,002 permanent employees and workmen on

consolidated basis as on 31^st March, 2023.

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

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

Prevention of Sexual Harassment at Workplace

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has constituted Internal Complaints Committees (ICCs) at all relevant locations across India to consider and resolve the complaints related to sexual harassment.

The ICCs include external members with relevant experience. The ICCs, presided by senior woman, conduct the investigations and make decisions

at the respective locations. The ICCs also work extensively on creating awareness on relevance of sexual harassment issues, including while working remotely. During the year under review, there were no complaints pertaining to sexual harassment. All new employees go through a detailed personal orientation on anti-sexual harassment policy adopted by the Company.

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-D of this report.

Acknowledgment

Your Directors are highly grateful for all the guidance,

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

Your Directors also wish to place on record their

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

For and on behalf of the Board of Directors

Gautam S. Adani Chairman

Date: 29^th May, 2023 (DIN: 00006273)

Place : Ahmedabad

Mar 31, 2022

Your Directors are pleased to present the 9^th Annual Report along with the Audited Financial Statements of your Company for the financial year ended on 31^st March, 2022.

Financial Performance Summary

The summarized financial performance highlight is as mentioned below:

(H in Crore)
Particulars	Consolidated		Standalone
	2021-22	2020-21	2021-22	2020-21
FINANCIAL RESULTS
Total Revenue	11,861.47	10,458.93	1440.67	1,434.66
Total Expenditure other than Financial Costs and Depreciation	7051.35	5,975.97	742.06	765.34
Profit before Depreciation, Finance Costs and Tax	4,810.12	4,482.96	698.61	669.32
Finance Costs	2364.95	2,116.99	762.96	690.24
Depreciation, Amortization and Impairment Expense	1427.15	1,328.88	0.26	0.29
Profit Before Rate Regulated Activities, Tax and Deferred Assets recoverable/adjustable for the period / year	1,018.02	1,037.09	(64.61)	(21.21)
Net movement in Regulatory Deferral Account Balances - Income/(Expenses)	682.47	582.81	-	-
Profit Before Tax and Deferred Assets recoverable / adjustable for the period / year	1,700.49	1,619.90	(64.61)	(21.21)
Total Tax Expenses	436.06	424.23	-	-
Profit After Tax for the period / year but before Deferred Assets recoverable/adjustable	1,264.43	1,195.67	(64.61)	(21.21)
Deferred assets recoverable/adjustable	(28.68)	93.90	-	-
Profit After Tax for the period / year	1,235.75	1,289.57	(64.61)	(21.21)
Add / (Less) Share in Joint Venture & Associates	-	-	-	-
Net Profit / (Loss) after Joint Venture & Associates	1,235.75	1,289.57	(64.61)	(21.21)
Other Comprehensive Income
- Items that will not be reclassified to profit or loss	16.37	34.24	0.08	(0.28)
- Tax relating to item that will not be reclassified to	(2.89)	(6.03)	-	-
Profit & Loss
- Items that will be reclassified to profit or loss	(262.79)	(192.32)	(120.55)	(20.95)
- Tax relating to items that will be reclassified to Profit	(2.44)	17.71	-	-
& Loss
Total Other Comprehensive Income / (Loss) for the year (Net of Tax)	(251.75)	(146.4)	(120.47)	(21.23)
Total Comprehensive Income / (Loss) for the year attributable to the Owners of the Company	987.42	1,096.01	(185.08)	(42.44)
Add / (Less) Share Non-controlling interests	(3.42)	47.16	-	-
Net Profit / (Loss) for the year after non-controlling interests	984.00	1,143.17	(185.08)	(42.44)
Balance carried to Balance Sheet	984.00	1,143.17	(185.08)	(42.44)

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

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

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

Performance

Consolidated Financial Results

The Audited Consolidated Financial Statements of your Company as on 31^st March 2022, prepared in accordance with the relevant applicable IND AS and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulationsâ) and provisions of the Companies Act, 2013 ("the Actâ), forms part of this Annual Report.

The key aspects of your Company''s consolidated performance during the FY 22 are as follows:

Operational Highlights

Your Company is the transmission and distribution business arm of the Adani Group, one of India''s largest business conglomerates. Adani Transmission Limited (ATL) is the country''s largest private transmission Company with a cumulative transmission network of ~ 18,795 ckt km and cumulative transformation capacity of ~ 40,001 MVA, out of which ~14,279 ckt km and ~ 20,765 MVA is operational and ~ 4,516 ckt km and 19.236 MVA is at various stages of construction. ATL also operates a distribution business serving about 3 million customers in Mumbai. With India''s energy requirement set to quadruple in coming years, ATL is fully geared to create a strong and reliable power transmission network and work actively towards serving retail customers and achieving ''Power for All'' by CY 22.

Your Company has evolved over the past few years. During the year under review, your Company has acquired following four companies which will bolster its pan-India presence, consolidating further its position as the largest private sector transmission Company in India and moving it closer to its goal of 20,000 ckt km of transmission lines by CY 2022.

1. MP Power Transmission Package-II Limited

2. MPSEZ Utilities Limited

3. Karur Transmission Limited

4. Khavda-Bhuj Transmission Limited

The following are some of the operational highlights

for FY 22 -

â¢ Added 1,104 ckt kms to transmission network in FY22 on account of organic and inorganic growth taking total network to ~18,795 ckt kms.

â¢ Strong Transmission system availability at more

than 99.70%.

â¢ Distribution business ensured more than 99.99% supply reliability despite challenges on ground.

â¢ Distribution losses were at 6.55% vs 7.82% in FY 2020-21 (FY 21).

â¢ Consumer-centric initiatives in Distribution business continue with digital payment at 69.7%.

Financial Highlights:

Consolidated Performance on YoY basis -

Stable Transmission business delivered operational Revenue of H3,217 Crore and Operational EBITDA of H2,968 Crore in FY 22 translating into strong margin

of 92%.

Distribution business Operational EBITDA grew by

1.9% in FY 22.

Performance highlights -

â¢ Cash Profit of H3,039 Crore, up 3.8%

â¢ PBT at H1,700 Crore, up 5%.

â¢ PAT at H1,236 Crore, 4.2% lower due to deferred tax recognition in Distribution business in FY21.

â¢ Consolidated Operational EBITDA at H4,659 Crore vs. H4,233 Crore in FY21, up 10.1%

â¢ Transmission Operational EBITDA at H2,968 Crore, up 15.3% with a margin of 92%

â¢ Distribution Operational EDITDA at H1,692 Crore, up 1.9%

Standalone Financial Results:

On standalone basis, your Company registered Total Revenue of H1,440.67 Crore in FY22 as compared to

H1,434.66 Crore in FY 21.

The detailed operational performance of your

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

forms part of this Annual Report.

Dividend

The Board of your Company, after considering holistically the relevant circumstances and keeping in

view the tremendous growth opportunities that your Company is currently engaged with, has decided that it would be prudent not to recommend any dividend for the year under review.

Fixed Deposits

There were no outstanding deposits within the meaning of Section 73 and 74 of the Act read with rules made thereunder at the end of the financial year 2021-22 or the previous financial years. Your

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

Particulars of Loans, Guarantees or Investments

The provisions of Section 186 of the Act, with respect

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

Subsidiaries, Joint Ventures and Associate Companies

Your Company had 33 direct subsidiaries as on 31^st March, 2021. During the year under review, the following companies were acquired / incorporated -

Acquired -

â¢ MP Power Transmission Package-II Limited from REC Power Development and Consultancy Limited

(formerly known as REC Power Distribution Company Limited).

â¢ MPSEZ Utilities Limited from Adani Ports and

Special Economic Zone Limited.

â¢ Khavda-Bhuj Transmission Limited from PFC

Consulting Limited.

â¢ Karur Transmission Limited from PFC Consulting

Limited.

New incorporation -

â¢ ATL HVDC Limited as a wholly owned subsidiary company.

In view of the above, the total number of Subsidiaries, as on 31^st March 2022 was 38.

There are no associate companies or joint venture

companies within the meaning of Section 2(6) of the Act. There has been no material change in the nature of the business of the subsidiaries.

Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules framed there

under and pursuant to Regulation 33 of the SEBI Listing Regulations, your Company has prepared Consolidated Financial Statements of the Company and its subsidiaries and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1, which forms part of this Annual Report.

The Annual Financial Statements and related detailed information of the subsidiary 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 shareholder/s during working hours at the 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 the Company and audited accounts of each of its subsidiaries, are available on the website of the Company, www.adanitransmission.com.

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

of developments of subsidiaries of the Company are covered in the Management Discussion and Analysis Report, which forms part of this Annual Report.

Management Discussion and Analysis

The Management Discussion and Analysis for the

year under review, as stipulated under the SEBI Listing Regulations, is presented in a separate section forming part of this Annual Report.

Directors and Key Managerial Personnel

As of March 31,2022, your Company''s Board had seven members comprising of three Executive Directors and

four independent directors.

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of the Company, Mr. Gautam S. Adani (DIN: 00006273) is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment.

Ms. Lisa Caroline MacCallum (DIN: 09064230) was appointed as an Additional Director (Non-Executive & Independent) of the Company w.e.f. 30^th November, 2021. As an Additional Director, she holds office upto the ensuing AGM. The Company has received notice from a Member under Section 160 of the Act, proposing her appointment as a Director of the Company. In accordance with the provisions of Section 149 of the Act, Ms. Lisa Caroline MacCallum is being appointed as an Independent Director to hold office as per her tenure of appointment mentioned in the Notice of the ensuing AGM. In the opinion of the Board, she possesses requisite expertise, integrity and experience (including proficiency) for appointment as an Independent Director of the Company. Terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act and SEBI Listing

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

At the Board Meeting that followed the above mentioned meeting of the Independent Directors, the performance of the Board, its Committees, and individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

Policy on Directors'' Appointment and Remuneration

The Company''s policy on Directors'' appointment and remuneration and other matters ("Remuneration Policyâ) provided in Section 178(3)

of the Act is available on the Company''s website at https://www. adanit.ransmission.Qom/Invest.ors/ Corporate-Governance.

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

of the Company.

Directors'' Responsibility Statement

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

state the following:

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

b. that such accounting policies have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st Mach, 2022 and of the Profit of the Company for the year ended on that date;

Regulations, and available on Company''s website (www.adanitransmission.oom).

The Board recommends the appointment / re-appointment of above Directors for your approval. Brief details of Directors proposed to be appointed / re-appointed as required under Regulation 36 of the SEBI Listing Regulations are provided in the Notice of the ensuing AGM.

The Company has further received declarations

During the year under review, the Board of Directors on the recommendation of Nomination and Remuneration Committee & Audit Committee, has appointed Mr. Rohit Soni as the Chief Financial Officer (CFO) and Key Managerial Personnel of the Company w.e.f. 6^th September, 2021.

Committees of Board

During the year under review, with an objective of further strengthen the governance standards so as to match with internationally accepted better practices, the Board had reconstituted certain existing

Committees to bring more independence; constituted certain new Committees and Sub-committees; and amended / adopted the terms of reference of the said Committees. Most of the Committees consist of majority of the Independent Directors.

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

Number of meetings of the Board

The Board of Directors met 5 (five) times during the year under review. The details of board meetings and

the attendance of the Directors are provided in the Corporate Governance Report, which forms part of

this Annual Report.

Independent Directors'' Meeting

The Independent Directors met on 28^th March, 2022, 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 the Company, taking into account

d. that the Annual Financial Statements have been prepared on a going concern basis;

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

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

Internal Financial Controls system and their adequacy

The details in respect of internal financial controls

system and their adequacy are included in the Management and Discussion and Analysis Section, which forms part of this Annual Report.

Risk Management

Board Policies

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

report.

Corporate Social Responsibility (CSR)

Your Company has constituted a Corporate Social Responsibility (CSR) Committee and framed a CSR Policy. The brief details of CSR Committee are

provided in the Corporate Governance Report, which forms part of this Annual Report. The updated CSR Policy is available on the website of the Company

at https://www.adanitransmission.com/investors/ coroorategovernance. The Annual Report on CSR

activities is annexed to this report.

Further, the Chief Financial Officer of the Company

has certified that CSR spends of the Company for

the financial year 2021-22 have been utilized for the

purpose and in the manner approved by the Board.

Till 2017-18, your Company was preparing a separate Annual Report and Sustainability Report. This is the

forth year that we have combined both the reports into one, presenting financial and non-financial metrics in an integrated report, for a more holistic picture of our purpose, performance and prospects.

Corporate Governance

In compliance with corporate governance requirements as per the SEBI Listing Regulations,

your Company has formulated and implemented a Code of Business Conduct and Ethics for all Board

members and senior management personnel of the Company (Code of Conduct), who have affirmed the

compliance thereto. The said Code of Conduct, is available on the website of the Company at https:// www.adanitransmission.com/investors/corporate-qovernance.

Business Responsibility and Sustainability Report

In its constant endeavor to improve corporate governance, your Company has, on a voluntary basis, transitioned to Business Responsibility and Sustainability Report (BRSR) for the year ended 31^stMarch, 2022, which forms part of this Annual Report.

Annual Return

Pursuant to Section 134(3) (a) of the Act, the draft

annual return as on March 31, 2022, prepared in accordance with Section 92(3) of the Act, is made available on the website of the Company and can be assessed using the link www.adanitransmission.com/investors/investors-downloads.

Transactions with Related Party

All transactions with related parties are placed before the Audit Committee for its approval. An omnibus approval from Audit Committee is

obtained for the related party transactions which are repetitive in nature.

All related party transactions, entered into during the

financial year under review, were on an arm''s length basis and were in the ordinary course of business. Your Company has not entered into any transactions with

related parties which could be considered material

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

During the year under review, your Company has reported transactions with related party which are material as per Regulation 23 of the SEBI Listing

Regulations and the details of the said transactions are provided in the Explanatory Statement to Notice

of the ensuing AGM.

The Policy on Related Party Transactions is available on the Company''s website and can be assessed using the link https://www.adanitransmission.com/ investors/corporate-governance.

General Disclosure

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

1. Issue of equity shares with differential rights as to

dividend, voting or otherwise.

2. Issue of Shares (Including Sweat Equity Shares) to employees of the Company under any scheme.

3. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company''s

operation in future.

4. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under Section 67(3)(c) of the Act).

5. Change in the nature of business of your Company.

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

7. One time settlement of loan obtained from the

banks or financial institutions.

Insurance

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

Statutory Auditors & Auditors'' Report

Pursuant to the provisions of Section 139 of the Act read with rules made thereunder, M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration

No. 117366W/W-100018) hold office as the Statutory Auditors of the Company until the conclusion of the

10^th AGM to be held in the calendar year 2023.

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

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act and the rules made thereunder, your Company has re-appointed M/s. Chirag Shah & Associates, Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for FY 2021-22 is provided as Annexure-B of this report. There are no qualifications or reservations on adverse remarks or disclaimer in the said Secretarial Audit Report.

As per the requirements of the Listing Regulations, Practicing Company Secretaries of the respective material subsidiaries of the Company have undertaken secretarial audits of these subsidiaries for FY 2021-22. The Secretarial Audit Report confirms that the material subsidiaries have complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or noncompliances.

Secretarial Standards

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

India.

Reporting of frauds by auditors

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any

instances of fraud committed against your Company by its officers or employees to the Audit Committee or the Board, under Section 143(12) of the Act.

Particulars of Employees

Your Company, along with its operational subsidiaries,

had 5,105 permanent employees on consolidated basis as on 31^st March, 2022.

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. In terms of Section 136 of the Act, the report and accounts are being sent to the Members and others entitled thereto, excluding the said annexure which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

Prevention of Sexual Harassment at Workplace

The ICCs include external members with relevant experience. The ICCs, presided by senior woman, conduct the investigations and make decisions at the respective locations. The ICCs also work extensively on creating awareness on relevance of sexual harassment issues, including while working remotely. During the year under review, there were no complaints pertaining to sexual harassment. All new employees go through a detailed personal orientation on anti sexual harassment policy adopted by the Company.

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

as amended, is provided as Annexure-D of this report.

Acknowledgment

Your Directors are highly grateful for all the guidance,

Your Directors also wish to place on record their

sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that the Company continues to grow and excel even during the challenging times of

COVID-19 pandemic.

For and on behalf of the Board of Directors

Gautam S. Adani

Chairman

Date: 5^th May, 2022 (DIN: 00006273)

Mar 31, 2021

Dear Shareholders,

Your Directors are pleased to present the 8^th Annual Report along with the audited financial statements of your Company for the financial year ended on 31^st March, 2021.

Financial Performance Summary The summarized financial highlight is depicted below:				(H in Crores)
Particulars	Consolidated		Standalone
	2020-21	2019-20	2020-21	2019-20
FINANCIAL RESULTS
Total Revenue	10,458.93	11,681.29	1,434.66	1,653.62
Total Expenditure other than Financial Costs and Depreciation	5,975.97	6,929.33	765.34	880.59
Profit before Depreciation, Finance Costs and Tax	4,482.96	4,751.96	669.32	773.03
Finance Costs	2,116.99	2,238.49	690.24	767.19
Depreciation, Amortization and Impairment Expense	1,328.88	1,174.02	0.29	0.30
Profit Before Rate Regulated Activities, Tax and Deferred Assets recoverable/adjustable for the period / year	1,037.09	1,339.45	(21.21)	5.54
Net movement in Regulatory Deferral Account Balances - Income/(Expenses)	582.81	(232.77)	-	-
Profit Before Tax and Deferred Assets recoverable/adjustable for the period / year	1,619.90	1,106.68	(21.21)	5.54
Total Tax Expenses	424.23	542.88	-	-
Profit After Tax for the period / year but before Deferred Assets recoverable/adjustable	1,195.67	563.80	(21.21)	5.54
Deferred assets recoverable/adjustable	93.90	142.69	-	-
Profit After Tax for the period / year	1,289.57	706.49	(21.21)	5.54
Add / (Less) Share in Joint Venture & Associates	-	-	-	-
Net Profit / (Loss) after Joint Venture & Associates	1,289.57	706.49	(21.21)	5.54
Other Comprehensive Income
- Items that will not be reclassified to profit or loss	34.24	(21.10)	(0.28)	0.24
- Tax relating to item that will not be reclassified to Profit & Loss	(6.03)	3.61	-	-
-Items that will be reclassified to profit or loss	(192.32)	135.06	(20.95)	158.20
-Tax relating to items that will be reclassified to Profit & Loss	17.71	2.76	-	-
Other Comprehensive Income (After Tax)	(146.40)	120.33	(21.23)	158.44
Total Comprehensive Income for the year attributable to the Owner of the Company	1,096.01	869.75	(42.44)	163.98
Add / (Less) Share Non-controlling interests	47.16	(42.93)	-	-
Net Profit / (Loss) for the year after Non-controlling interests	1,143.17	826.82	(42.44)	163.98
Balance carried to Balance Sheet	1,143.17	826.82	(42.44)	163.98
There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

The Power & Transmission sector has seen

tremendous progress over the last two decades. Today, Government initiatives such as Saubhagya and the emphasis on renewables have significantly expanded electricity access. The next two decades promises to usher in new opportunities for the sector based on the resurgence of the economy post the pandemic and a positive investor outlook. Your Company is fully equipped to co-create a future in line with the needs of a nation at the cusp of global renewable energy leadership.

Performance of Your Company

Consolidated Financial Results

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

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

Operational Highlights

Your Company is the transmission and distribution business arm of the Adani Group, one of India''s largest business conglomerates. Adani Transmission Limited (ATL) is the country''s largest private transmission company with a cumulative transmission network of ~ 18,801 ckt km and cumulative transformation capacity of ~ 36,766 MVA, out of which- 13,027 ckt km and ~ 18,455 MVA is operational and - 5,774 ckt km and 18,311 MVA is at various stages of construction. ATL also operates a distribution business serving about 3 Million customers in Mumbai. With India''s energy requirement set to quadruple in coming years, ATL is fully geared to create a strong and reliable power transmission network and work actively towards serving retail customers and achieving ''Power for All'' by 2022.

Your Company has evolved over the past few years. Your Company''s two acquisitions (Alipurduar Transmission Limited and Warora-Kurnool Transmission Limited) during the year will bolster its pan-India presence, consolidating further its position as the largest private sector transmission company in India and moving it closer to its goal of 20,000 ckt km of transmission lines by 2022. Your Company is constantly benchmarking to be the best-in-class and is pursuing focused approach to be world-class integrated utility through development agenda coupled with de-risking of strategic and operational aspects, capital conservation, ensuring high credit quality and forging strategic partnerships for business excellence and high governance standards. Your

Company is maintaining 24x7 quality power supply

despite challenges posed by health and pandemic issues. The journey towards robust ESG framework and practicing culture of safety is integral to its pursuit for enhanced long-term value creation for all

stakeholders.

The following are some of the operational highlights

for FY 21 -

â¢ Added 3,931 ckt km to transmission network in FY21 on account of organic and inorganic growth taking total network to - 18,801 ckt km.

â¢ Strong Transmission system availability at more

than 99.87%.

â¢ Distribution business ensured more than 99.99% supply reliability despite challenges on ground.

â¢ Distribution losses were at 7.82% vs 7.37% in FY20.

â¢ Achieved more than 100% collection efficiency at

AEML in FY21.

Financial Highlights:

Consolidated Performance on YoY basis -Stable Transmission business delivered operational revenue of H2,792 Crore and operational EBITDA of H2,574 Crore in FY 21 translating into strong margin of 92%.

Distribution business operational EBITDA grew by 5% in FY21, in spite of 20% decline in operational revenue

Performance highlights -

â¢ Cash Profit of H2,929 Crore, up 45%

â¢ PAT at H1,290 Crore, up 82%

â¢ EPS at H9.02 vs. H2.94 in FY20; up 207% YoY

â¢ Consolidated Operational EBITDA at H4,233 Crore vs. H4,055 Crore in FY20, up 4%

â¢ Transmission Operational EBITDA at H2,574 Crore,

up 4% with a margin of 92%

â¢ Distribution Operational EDITDA at H1659 Crore, up 5%

Standalone Financial Results:

On standalone basis, your Company registered total revenue of H1,434.66 Crore in FY21 as compared to

H1653.62 Crore in FY 20.

The detailed operational performance of your

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

forms part of this Report.

Organisational Initiatives in response to COVID-19 situation

Due to outbreak of COVID-19 globally and in India,

the Group management had made initial assessment of impact on business and financial risk on account of COVID-19, Considering that the Group is in the

business of Generation, Transmission and Distribution

of Power which is considered to be essential service, the management believes that the impact of this outbreak on the business and financial position of the Group is not significant, The management does not see any risks in the Group''s ability to continue as a going concern and meeting its liabilities as and when they fall due.

Dividend

The Board of Directors of your company, after considering holistically the relevant circumstances

and keeping in view the tremendous growth opportunities that your company is currently engaged

with, has decided that it would be prudent not to recommend any Dividend for the year under review.

Fixed Deposits

During the year under review, your Company has not

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

made there under.

Non-Convertible Debentures

During the year under review, your Company has redeemed / bought back 3,750 Rated, Listed, Taxable, Secured, Redeemable, Non-Convertible Debentures of the face value of H10 Lakhs each issued on private

placement basis.

In view of the same, as on 31^st March, 2021, no Rated, Listed, Taxable, Secured, Redeemable, NonConvertible Debentures were outstanding on the Wholesale Debt Market Segment of BSE Limited.

Particulars of loans, guarantees or Investments

The provisions of Section 186 of the Companies Act, 2013, with respect to a loan, guarantee or security

are not applicable to the Company as the Company is engaged in providing infrastructural facilities which

is exempted under Section 186 of the Companies Act, 2013. The details of investments made by the Company during the year under review are disclosed in the financial statements,

Subsidiaries, Joint Ventures and Associate Companies

Your Company had 28 direct subsidiaries as on 31^st March, 2020. During the year under

review, the following companies were acquired / incorporated -

Acquired -

â¢ Kharghar Vikhroli Transmission Private Limited

from Maharashtra State Electricity Transmission Company Limited.

â¢ Alipurduar Transmission Limited from Kalpataru

â¢ Warora-Kurnool Transmission Limited from Essel

Infra projects Limited

New incorporations -

â¢ Adani Transmission Step-One Limited as a wholly

owned subsidiary Company.

â¢ AEML SEEPZ Limited as a wholly owned subsidiary Company of Adani Electricity Mumbai Limited a

material subsidiary of the Company.

In view of the above, the total number of subsidiaries as on 31^st March, 2021 was 33.

There are no associate companies or joint venture

companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Actâ). There has been no

material change in the nature of the business of the subsidiaries.

consolidated financial statements of the company and its subsidiaries 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 the 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 shareholder/s during working hours at the Company''s registered office and that of the respective subsidiary companies concerned. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on our website www.adanitransmission.com Details of developments of subsidiaries of the Company are covered in the Management''s Discussion and Analysis Report forms part of this Report.

Directors and Key Managerial Personnel

Pursuant to the requirements of the Companies Act, 2013 and Articles of Association of the Company, Mr. Anil Sardana (DIN: 00006867) is liable to retire by rotation and being eligible offers himself for reappointment.

During the year under review, Mr. Kaushal G. Shah resigned as Chief Financial Officer of the Company

with effect from 2^nd February, 2021.

The Company has received declarations from all the

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

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

Policies

The updated policies adopted by the Company as per statutory and governance requirements are uploaded on website of the Company at https:// www.adanitransmission.com/investors/corporate-governance

Number of Board Meetings

The Board of Directors met 4 (four) times during the year under review. The details of board meetings and

the attendance of the Directors are provided in the Corporate Governance Report which forms part of this report.

Independent Directors'' Meeting

The Independent Directors met on 4^th February, 2021, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of non-independent directors and the Board as a whole; the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Board Evaluation

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

The evaluation of the Board is conducted internally by means of peer appraisal annually as per statutory requirements.

Internal Financial Control System and their Adequacy

The details in respect of internal financial control and

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

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

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

The Board recommends the aforesaid re-appointment of director for your approval.

Brief details of Director proposed to be re-appointed as required under Regulation 36 of the SEBI Listing

Reg ulatio ns are provid ed in the Notice of Annual General Meeting.

Currently, the promoter group of the Company is holding 74.92% equity stake of the Company

which is within the statutory limits as prescribed by Securities and Exchange Board of India. Further, the composition of the board of directors of the Company comprises judicial mix of 2 (Two) Promoter Directors, 3 (Three) independent directors and 1 (One) professional Managing Director and CEO, thereby ensuring the requirement of having 50% Board being Independent. The ownership and board governance structure(s) of the Company are independent to each other and the functioning of the Board as a collective body is primarily driven by theory of fiduciary duties of director thereby ensuring effectively protecting the interests of minority shareholders and long term value creation for its stakeholders.

Directors'' Responsibility Statement

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

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

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

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

Risk Management

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

Committees of Board

Details of various committees constituted by the

Board of Directors as per the provisions of the SEBI Listing Regulations and Companies Act, 2013 are

given in the Corporate Governance Report which forms part of this report.

Corporate Social Responsibility & Sustainability

The Company has constituted a Corporate Social Responsibility & Sustainability (CSR&S) Committee and has framed a CSR Policy. The brief details of (CSR&S) Committee are provided in the Corporate Governance Report. The Annual Report on CSR activities is annexed to this Report. The CSR Policy is available on the website of the Company at https:// www.adanitransmission.com/investors/corporate-governance

Till 2017-18, we were preparing a separate Annual Report and Sustainability Report. This is the third year that we have combined both the reports into one, presenting financial and non-financial metrics in an integrated report, for a more holistic picture of our purpose, performance and prospects.

Corporate Governance and Management Discussion and Analysis Report

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

In compliance with Corporate Governance

requirements as per the SEBI Listing Regulations, your

Company has formulated and implemented a Code of Business Conduct and Ethics for all Board members

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

Business Responsibility Report

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

part of this Annual Report.

Prevention of Sexual Harassment at Workplace

As per the requirement of the Sexual Harassment

of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder,

your Company has constituted Internal Complaints Committee (ICC) which is responsible for redressal

of complaints related to sexual harassment. During the year under review, there were no complaints pertaining to sexual harassment.

Annual Return

The Annual Return of the Company as on 31^st March,

2021 is available on the Company''s website and can be accessed at https://www.adanitransmission.comA/ media/Project/Transmission/Investor/documents/ Annual-Return/ATL-Form_MGT-7---2021-for-website.

pdf

Related Party Transactions

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

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

Note on the material related party transaction carried forward by the Company as per Annexure forming

part of the AGM notice -

â¢ This amount was invested in ATL by Adani Infra (India) Limited to support acquisition of Adani Electricity Mumbai Limited''s (AEML) Business

which is in the Gateway city/Financial Capital of India and is considered as a marquee asset for the Company''s entry into retail electricity distribution business. To support this acquisition for sustainable growth with proper Debt: Equity mix, the Promoter group which is already holding 74.92% in the Company, had to be approached by management for urgent financial assistance in the manner that its recognised as an equity instrument for lenders to support with their corporate financing. Basis negotiations, the Promoters agreed to contribute significant sum of equity alike instrument, with reasonable equity returns on the amount and agreeing to deeply subordinate the sum provided, in the form of Perpetual Equity. Accordingly, the

sum provided accrues 11.80% p.a. return on the same with mutually agreeable payment terms. The original sum contributed along with carrying

costs can only be paid only against the equity sum to be mobilised by the Company. Thus the amount received is from related party but it''s a facilitation sum that the Company needed for marquee acquisition and is rather a huge support lent by Promoter.

Significant and Material Orders Passed by the Regulators or Courts or Tribunals Impacting the Going Concern Status of the Company

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

Insurance

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

Auditors & Auditors'' Report

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules made thereunder, M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No. 117366W/W-100018) hold office as the Statutory Auditors of the Company until the conclusion of the ensuing 10^thAnnual General Meeting (AGM) to be held in the year 2023.

Company and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors'' Report is enclosed with the financial statements in this Annual Report.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, the Company has appointed M/s. Chirag Shah & Associates, Company Secretaries to undertake the Secretarial Audit of the Company. Secretarial Audit Reports for FY 2020-21 of the Company and its material subsidiaries are annexed, which forms part of this report as Annexure-A. There were no qualifications, reservation or adverse remarks given by Secretarial Auditors of the Company.

subsidiaries have complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or non-compliances and forms part of this Annual Report.

Particulars of Employees

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

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

The statement containing particulars of employees as required under Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company. If any member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

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

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

Acknowledgement

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

Your Directors also wish to place on record their sincere appreciation for the dedicated efforts and

consistent contribution made by the employees at all levels, to ensure that the Company continues to grow and excel.

For and on behalf of the Board of Directors

Gautam S. Adani

Place: Ahmedabad

Chairman

Date: 6^th May, 2021

(DIN: 00006273)

Mar 31, 2019

Dear Shareholders,

The Directors are pleased to present the 6^th Annual Report along with the audited financial statements of your Company for the financial year ended on 31^st March, 2019.

Financial Performance Summary

The summarized financial highlight is depicted below:

(Rs. in Crore)

Particulars	Consolidated		Standalone
Particulars	2018-19	2017-18	2018-19	2017-18
FINANCIAL RESULTS
Total Revenue	7560.80	4,055.19	1631.41	1,610.32
Total Expenditure other than Financial Costs and Depreciation	4543.22	1,118.47	843.84	840.71
Profit before Depreciation, Finance Costs and Tax	3017.58	2,936.72	787.57	769.61
Finance Costs	1391.03	885.63	733.45	794.16
Depreciation, Amortization and Impairment Expense	882.15	579.41	0.12	0.08
Profit / (Loss) for the year before Rate Regulated Activities, Exceptional Items and Tax	744.40	1471.68	54.00	(24.63)
Add / (Less) Net movement in Regulatory Deferral Account Balances-Income / (Expense)	95.84	-	-	-
Profit / (Loss) for the year before Exceptional Items and Tax	840.24	1,471.68	54.00	(24.63)
Add / (Less) Exceptional Items	-	-	-	-
Profit / (Loss) for the year before Taxation	840.24	1,471.68	54.00	(24.63)
Total Tax Expenses	281.04	328.74	11.60	-
Profit / (Loss) for the year	559.20	1,142.94	42.40	(24.63)
Add / (Less) Share in Joint Venture & Associates	-	-	-	-
Net Profit / (Loss) after Joint Venture & Associates (A)	559.20	1,142.94	42.40	(24.63)
Other Comprehensive Income	-	-	-	-
- Items that will not be reclassified to profit or loss	(1.42)	0.31	(0.17)	(0.06)
- Items that will be reclassified to profit or loss	9.19	(25.91)	9.67	(42.65)
Other Comprehensive Income (After Tax) (B)	7.77	(25.60)	9.50	(42.71)
Total Comprehensive Income for the year (C) = (A B)	566.97	1,117.34	51.90	(67.34)
Add / (Less) Share of Minority Interest (D)	-	-	-	-
Net Profit / (Loss) for the year after Minority Interest (C D)	566.97	1,117.34	51.90	(67.34)
Balance carried to Balance Sheet	566.97	1,117.34	51.90	(67.34)

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

Performance of your Company

Consolidated Financial Results

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

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

Operational Highlights

Your Company is the largest power transmission and distribution company operating in the private sector in India and owns, operate and maintain 11,348 CKT Kms of transmission lines ranging from 132 KV to 765 KV, with a total transformation capacity 18,330 MVA. Your Company has fourteen fully operational Transmission Systems that primarily serve the Northern and Western regions of India and is constructing additional projects of 2,214 CKT Kms in Chhattisgarh, Uttar Pradesh, Jharkhand and Bihar, which were awarded through Tariff Based Competitive Bidding process. With completion of all ongoing projects, the network of the Company is to 13,562 CKT Kms.

Your Companyâs operating performance in FY19 has set the best benchmark in the country in terms of consistent operational Network availability ranging from 99.80% to 100%. Your Company continues to pursue the organic as well as inorganic growth opportunities. We have a strong & seamless integration of processes, people & technology which has laid a strong foundation for the Company to create the value for its stakeholders.

Financial Highlights:

- Consolidated total income in FY19 was Rs. 7,561 Crore as compared to Rs. 4,055 Crore in FY18.

- Consolidated EBIDTA in FY19 was Rs. 3,113 Crore as compared to Rs. 2,937 Crore in FY18.

- Consolidated PAT in FY19 was at Rs. 559 Crore as compared to Rs. 1,143 Crore in FY18.

Standalone Financial Results:

On standalone basis, your Company registered total revenue of Rs. 1,631 Crore in FY19 as compared to Rs. 1,610 Crore in FY18. The detailed operational performance of your Company has been comprehensively discussed in the Management Discussion and Analysis Report which forms part of this Report.

Dividend

The Board of Directors of your company, after considering holistically the relevant circumstances and keeping in view the tremendous growth opportunities that your company is currently engaged with, has decided that it would be prudent not to recommend any Dividend for the year under review.

Fixed Deposits

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

Non-Convertible Debentures

During the year under review, your Company has bought back 1184 Rated, Listed, Taxable, Secured, Redeemable, Non-Convertible Debentures of the face value of Rs. 10 Lakhs each issued on private placement basis on 26^th March, 2019.

As on 31^st March, 2019, 25,466 Rated, Listed, Taxable, Secured, Redeemable, Non-Convertible Debentures of face value of Rs. 10 Lakhs each aggregating to Rs. 2,546.60 Crores were outstanding as issued on private placement basis listed on the Wholesale Debt Market Segment of BSE Limited.

Particulars of loans, guarantees or Investments

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

Subsidiaries, Joint Ventures and Associate Companies

Your Company had 15 direct subsidiaries as on 31^st March, 2018. During the year under review, the following companies were acquired / incorporated -

- Ghatampur Transmission Limited from REC Transmission Projects Company Limited.

- Adani Electricity Mumbai Limited (earlier known as Reliance Electric Generation and Supply Limited) from Reliance Infrastructure Limited.

- Obra C-Badaun Transmission Limited from PFC Consulting Limited.

- KEC Bikaner Sikar Transmission Private Limited from KEC International Limited

- AEML Infrastructure Limited was incorporated as a wholly-owned subsidiary Company.

In view of the above, the total number of subsidiaries as on 31^st March, 2019 was 20.

There are no associate companies or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 (âActâ). There has been no material change in the nature of the business of the subsidiaries.

Pursuant to the provisions of Section 129, 134 and 136 of the Companies Act, 2013 read with rules framed thereunder and pursuant to Regulation 33 of the SEBI Listing Regulations, the Company had prepared consolidated financial statements of the company and its subsidiaries 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 the 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 shareholder/s during working hours at the Companyâs registered office and that of the respective subsidiary companies concerned. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on our website, www.adanitransmission.com. Details of developments of subsidiaries of the Company are covered in the Managementâs Discussion and Analysis Report forms part of this Report.

Directors and Key Managerial Personnel

Pursuant to the requirements of the Companies Act, 2013 and Articles of Association of the Company, Mr. Gautam S. Adani (DIN: 0 0 0 06273) is liable to retire by rotation and being eligible offers himself for re-appointment.

Present tenure of Dr. Ravindra H. Dholakia, Mr. K. Jairaj and Mrs. Meera Shankar as Independent Director(s) expires on August, 2019, June, 2020 and June, 2020 respectively. The Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on 28^th May, 2019 recommended and approved the re appointment of said Independent Directors for a second term of 5 (five) year upto August, 2024, June, 2025 and June, 2025 respectively subject to approval of members.

In accordance with the provisions of Section 149 and Schedule IV of the Companies Act, 2013 and rules made thereunder, Dr. Ravindra H. Dholakia, Mr. K. Jairajand Mrs. Meera Shankar are being re-appointed as Independent Directors to hold office as per their tenure of re-appointment mentioned in the Notice of the ensuing Annual General Meeting of the Company.

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

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

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

Currently, the promoter group of the Company is holding 74.92% equity stake of the Company which is within the statutory limits. Further, the composition of the board of directors of the Company comprises judicial mix of 2 (Two) Promoter Directors, 3 (Three) independent directors and 1 (One) professional Managing Director and CEO, thereby ensuring the requirement of having 50% Board being Independent. The ownership and board governance structure(s) of the Company are independent to each other and the functioning of the Board as a collective body is primarily driven by theory of fiduciary duties of director thereby ensuring effectively protecting the interests of minority shareholders and long term value creation for its stakeholders.

Directorsâ Responsibility Statement

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

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

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

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

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

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

Policies

During the year under review, the Board of Directors of the Company have amended / approved changes in Corporate Social Responsibility policy; Nomination and Remuneration Policy of Directors, Key Managerial Personnel and Other Employees; Policy for determining Material Subsidiaries; Related Party Transaction Policy; Vigil Mechanism / Whistle Blower Policy; Code of Conduct for Board of Directors and Senior Management of the Company; Material Events Policy; Website Content Archival Policy and Code of internal procedures and conduct for regulating, monitoring and reporting of Trading by Insiders to comply with the recent amendments in the Companies Act, 2013 and SEBI Regulations. Accordingly, the updated policies are uploaded on website of the Company at http://www.adanitransmission. com/Investor-relation/investor-download.

Number of Board Meetings

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

Independent Directorsâ Meeting

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

Board Evaluation

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

Policy on Directorsâ Appointment and Remuneration

The Companyâs policy on directorsâ appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 is made available on the Companyâs website (http://www.adanitransmission.com/ Investor-relation/investor-download).

Internal Financial Control System and their Adequacy

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

Risk Management

Committees of Board

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

Corporate Social Responsibility & Sustainability

The Company has constituted a Corporate Social Responsibility & Sustainability (CSR&S) Committee and has framed a CSR Policy. The brief details of (CSR&S) Committee are provided in the Corporate Governance Report. The Annual Report on CSR activities is annexed to this Report. The CSR Policy is available on the website (http://www.adanitransmission.com/Investor-relation/ investor-download) of the Company.

Corporate Governance and Management Discussion and Analysis Report

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

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

Business Responsibility Report

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

Prevention of Sexual Harassment at Workplace

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

Extract of Annual Return

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

Related Party Transactions

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

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

Significant and Material Orders Passed by the Regulators or Courts or Tribunals Impacting the Going Concern Status of the Company

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

Insurance

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

Auditors & Auditorsâ Report

Pursuantto the provisionsofSection139 of the Companies Act, 2013 read with rules made thereunder, M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No. 117366W/W-100018) hold office as the Statutory Auditors of the Company until the conclusion of the ensuing 10^th Annual General Meeting (AGM) to be held in the year 2023.

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

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, the Company has appointed M/s. Chirag Shah & Associates, Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for FY 2018-19 is annexed, which forms part of this report as Annexure-B. There were no qualifications, reservation or adverse remarks given by Secretarial Auditors of the Company.

Particulars of Employees

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

The statement containing particulars of employees as required under Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employeesâ particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company. If any member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

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

Acknowledgement

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

For and on behalf of the Board of Directors

Place: Ahmedabad Gautam S. Adani

Date: 28^th May, 2019 Chairman

(DIN: 00006273)

Mar 31, 2018

Dear Shareholders,

The Directors are pleased to present the 5^th Annual Report along with the audited financial statements of your Company for the financial year ended on 31^st March, 2018.

Financial Performance Summary

The summarized financial highlight is depicted below:

(Rs. in Crores)

Particulars	Consolidated Results		Standalone Results
Particulars	2017-18	2016-17	2017-18	2016-17
FINANCIAL RESULTS
Total Revenue	4,055.19	2,897.81	1,610.32	1,608.30
Total Expenditure other than Financial Costs and Depreciation	1,118.47	892.62	840.71	784.63
Profit before Depreciation, Finance Costs and Tax	2,936.72	2,005.19	769.61	823.67
Finance Costs	885.63	904.01	794.16	818.74
Depreciation and Amortization	579.41	569.25	0.08	0.05
Profit / (Loss) for the year before Taxation	1,471.68	531.93	(24.63)	4.88
Total Tax Expenses	328.74	115.50	-	1.03
Net profit/(loss) for the year (A)	1,142.94	416.43	(24.63)	3.85
Other Comprehensive Income
- Items that will not be reclassified to profit or loss	0.31	0.75	(0.06)	0.16
- Items that may be reclassified to profit or loss	(25.91)	(157.83)	(42.65)	(143.35)
Other Comprehensive Income (After Tax) (B)	(25.60)	(157.08)	(42.71)	(143.19)
Total Comprehensive Income for the year (C) = (A B)	1,117.34	259.35	(67.34)	(139.34)
Add / (Less) Share of Minority Interest (D)	-	-
Net Profit / (Loss) for the year after Minority Interest (C D)	1,117.34	259.35	(67.34)	(139.34)
Balance carried to Balance Sheet	1,117.34	259.35	(67.34)	(139.34)

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

Performance of your Company Consolidated Financial Results

The audited consolidated financial statements of your Company as on 31^st March, 2018, prepared in accordance with the relevant applicable IND AS and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ) and provisions of the Companies Act, 2013, forms part of this Annual Report.

The key aspects of your Companyâs consolidated performance during the financial year 2017-18 are as follows:

Operational Highlights

Your Company is the largest power transmission company operating in the private sector in India and owns, operates and maintains around 8,600 Ckt Kms of transmission lines ranging from 220 KV to 765 KV, with a total transformation capacity of around 14,000 MVA. Your Company has six fully operational Transmission Systems that primarily serve the Northern and Western regions of India and is also constructing additional projects of around 2500 Ckt Kms in Rajasthan, Chhattisgarh, Madhya Pradesh, Maharashtra, Jharkhand & Bihar, which were awarded through Tariff Based Competitive Bidding process. Construction of projects won under Tariff Based Competitive Bidding were well ahead of scheduled time of completion and within the budget. With completion of all ongoing projects and acquisitions, the network of the Company is expected to surpass 12,000 Ckt Kms. Your Company has recently entered the power distribution business by acquiring 100% stake in Reliance Energy which is engaged in power distribution in the city of Mumbai, India. It will service about 2.5 million households in Mumbai once it takes over the operations.

Your Companyâs operating performance in FY18 has set the best benchmark in the country in terms of consistent operational Network availability ranging from 99.83% to 100%. Your Company continues to pursue organic as well as inorganic growth opportunities. We have a strong & seamless integration of processes, people & technology which has laid a strong foundation for the Company to create long term value for its stakeholders.

Financial Highlights:

- Consolidated total income in FY18 was RS.4,055 Crore as compared to RS.2,898 Crore in FY17.

- Consolidated EBIDTA in FY18 was RS.2,937 Crore as compared to RS.2,005 Crore in FY17.

- Consolidated PAT in FY18 was up by 175% at RS.1,143 Crore as compared to RS.416 Crore in FY17.

Standalone Financial Results:

On standalone basis, your Company registered total revenue of RS.1,610 Crore in FY18 as compared to RS.1,608 Crore in FY17.

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

Dividend

In view of growth paradigm and accumulated losses on standalone basis, your Directors have not recommended any dividend on Equity Shares for the year under review.

Share Capital

During the year under review, the Authorised Share capital of the Company has been increased from RS.1100,00,00,000/-(Rupees One Thousand One Hundred Crores Only) to RS.1500,00,00,000/- (Rupees One Thousand Five Hundred Crores Only) divided into 150,00,00,000 Equity Shares of RS.10/- each by passing Special Resolution by the Members of the Company through Postal Ballot Process on 28^th July, 2017.

Fixed Deposits

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

Non-Convertible Debentures

During the year under review, your Company has redeemed 2,500 Rated, Listed, Taxable, Secured, Redeemable, NonConvertible Debentures of the face value of RS.10 Lakhs each issued on private placement basis.

As on 31^st March, 2018, 31,650 Rated, Listed, Taxable, Secured, Redeemable, Non-Convertible Debentures of face value of RS.10 lakhs each aggregating to RS.3,165 Crores were outstanding as issued on private placement basis and listed on the Wholesale Debt Market Segment of BSE Limited.

Particulars of loans, guarantees or Investments

Subsidiaries, Joint Ventures and Associate Companies

Your Company had 9 direct subsidiaries as on 31^st March, 2017. During the year under review, the following companies were acquired.

- Barmer Power Transmission Service Limited, Thar Power Transmission Service Limited and Hadoti Power Transmission Service Limited from Rajasthan Rajya Vidyut Prasaran Nigam Limited.

- Western Transco Power Limited and Western Transmission (Gujarat) Limited from Reliance Infrastructure Limited.

- Fatehgarh-Bhadla Transmission Limited from PFC Consulting Limited.

In view of the above, the total number of subsidiaries as on 31^st March, 2018 was 15.

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 shareholder/s during working hours at the Companyâs registered office and that of the respective subsidiary companies concerned. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on our website, www.adanitransmission.com. Details of developments of subsidiaries of the Company are covered in the Managementâs Discussion and Analysis Report forms part of this Report.

Directors and Key Managerial Personnel

Mr. Laxmi Narayana Mishra, Whole-time Director (DIN: 01952408) resigned from the Directorship of the Company w.e.f. closure of business hours on 2^nd May, 2018 due to pre-occupation. The Board places on record its sincere appreciation for the valuable contribution and guidance rendered by Mr. Laxmi Narayana Mishra during his tenure with the Company,

Mr. Anil Sardana (DIN: 00006867) was appointed as an Additional Director by the Board at its meeting held on 10^th May, 2018. He was also appointed as a Managing Director and Chief Executive Officer of the Company subject to approval of members at the ensuing Annual General Meeting. As an Additional Director, he holds office upto the ensuing Annual General Meeting. The Company has received notice from a member under Section 160 of the Companies Act, 2013 proposing his appointment as a Director of the Company.

Pursuant to the provisions of Section 149 of the Companies Act, 2013, Mr. K. Jairaj, Dr. Ravindra H. Dholakia and Ms. Meera Shankar were appointed as Independent Directors at the Annual General Meeting of the Company held on 10^th August, 2016. The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act. The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as independent director during the year.

Pursuant to the requirements of the Companies Act, 2013 and Articles of Association of the Company, Mr. Rajesh S. Adani (DIN: 00006322) is liable to retire by rotation and being eligible offers himself for re-appointment.

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

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

Directorsâ Responsibility Statement

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

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

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

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

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

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

Number of Board Meetings

Independent Directorsâ Meeting

The Independent Directors met on 23^rd March, 2018, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of non-independent directors and the Board as a whole; the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Board Evaluation

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

Policy on Directorsâ Appointment and Remuneration

Internal Financial Control System and Their Adequacy

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

Risk Management

Committees of Board

Corporate Social Responsibility & Sustainability

The Company has constituted a Corporate Social Responsibility & Sustainability (CSR&S) Committee and has framed a CSR Policy. The brief details of (CSR&S) Committee are provided in the Corporate Governance Report. The Annual Report on CSR activities is annexed to this Report. The CSR Policy is available on the website (http://www.adanitransmission.com/Investor-relation/ investor-download) of the Company.

Corporate Governance and Management Discussion and Analysis Report

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

Business Responsibility Report

The Business Responsibility Report for the year ended 31^st March, 2018 as stipulated under Regulation 34 of the SEBI Listing Regulations is annexed which forms part of this Annual Report.

Prevention of Sexual Harassment at Workplace

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

Extract of Annual Return

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

Related Party Transactions

Significant and Material Orders Passed by the Regulators or Courts or Tribunals Impacting the Going Concern Status of the Company

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

Insurance

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

Auditors & Auditorsâ Report

During the period under review, M/s. Dharmesh Parikh and Co., Chartered Accountants, Ahmedabad (Firm Registration No. 112054W) resigned as the Statutory Auditors of the Company w.e.f. 26^th July, 2017 resulting into a casual vacancy in the office of Statutory Auditors of the company as envisaged by Section 139(8) of the Companies Act, 2013.

Based on the recommendation of the Audit Committee, the Board of Directors, vide circular resolution on 26^th July, 2017, approved the appointment of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No. 117366W/W-100018) as a Statutory Auditors of the Company to fill the casual vacancy. Their appointment was subsequently approved by the Shareholders by passing Ordinary resolution through Postal Ballot, the results of which were declared on 31^st August, 2017.

M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No. 117366W/W-100018) hold office as the Statutory Auditor of the Company until the conclusion of the ensuing 5^th Annual General Meeting (AGM).

The Board of Directors of the Company at its meeting held on 10^th May, 2018, on the recommendation of the Audit Committee, has made its recommendation for appointment of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No 117366W/W-100018), as the Statutory Auditors of the Company for a term of 5 consecutive years, from the conclusion of 5^th AGM of the Company till the conclusion of 10^th AGM to be held in year 2023 for approval of shareholders of the Company. In this regard, the Company has received a certificate that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 and that the appointment, if made, shall be in accordance with the applicable provisions of the Companies Act, 2013 and rules framed thereunder.

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

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, the Company has re-appointed M/s. Samdani Shah & Kabra, Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for FY 2017-18 is annexed, which forms part of this report as Annexure-B. There were no qualifications, reservation or adverse remarks given by Secretarial Auditors of the Company.

Particulars of Employees

The statement containing particulars of employees as required under Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employeesâ particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company. If any member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

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

Acknowledgement

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

For and on behalf of the Board of Directors

Place: Ahmedabad Gautam S. Adani

Date: 10^th May, 2018 Chairman

(DIN: 00006273)

Mar 31, 2017

Dear Shareholders,

The Directors are pleased to present the 4^th Annual Report along with the audited financial statements of your Company for the financial year ended on 31^st March, 2017.

Financial performance summary

The summarized financial highlight is depicted below: (RS, i_{n crores})

Particulars	Consolidated Results		\| Standalone Results
	2016-17 \|	2015-16	2016-17 \|	2015-16
FINANCIAL RESULTS
Total Revenue	2,901.55	2,267.39	1,608.30	421.38
Total Expenditure other than Financial Costs and	896.36	270.47	784.63	208.31
Depreciation
Profit before Depreciation, Finance Costs and Tax	2,005.19	1,996.92	823.67	213.07
Finance Costs	904.01	957.29	818.74	269.58
Depreciation, Amortization and Impairment Expense	569.25	559.65	0.05	0.03
Profit / (Loss) for the year before Exceptional Items and Tax	531.93	479.98	4.88	(56.54)
Add / (Less) Exceptional Items	-	-	-	-
Profit / (Loss) for the year before Taxation	531.93	479.98	4.88	(56.54)
Total Tax Expenses	115.50	112.04	1.03	-
Net Profit / (Loss) for the year	416.43	367.94	3.85	(56.54)
Add / (Less) Share in Joint Venture & Associates	-	-	-	-
Net Profit / (Loss) after Joint Venture & Associates (A)	416.43	367.94	3.85	(56.54)
Other Comprehensive Income
- Items that will not be reclassified to profit or loss	0.75	3.17	0.16	2.92
- Items that will be reclassified to profit or loss	(157.83)	-	(143.35)	-
Other Comprehensive Income (After Tax) (B)	(157.08)	3.17	(143.19)	2.92
Total Comprehensive Income for the year (C) = (A B)	259.35	371.11	(139.34)	(53.62)
Add / (Less) Share of Minority Interest (D)	-	-
Net Profit / (Loss) for the year after Minority Interest (C D)	259.35	371.11	(139.34)	(53.62)
Balance carried to Balance Sheet	259.35	371.11	(139.34)	(53.62)

Note - The financial results of the Company have been prepared in accordance with Indian Accounting Standards (IND AS) from 1^st April, 2016. Consequently, the results for the previous period have also been restated as per IND AS.

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

Performance of your Company Consolidated Financial Results

The audited consolidated financial statements of your Company as on 31^st March, 2017, prepared in accordance with the relevant applicable IND AS and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2016 ("SEBI Listing Regulations") and provisions of the Companies Act, 2013, forms part of this Annual Report.

The key aspects of your Company''s consolidated performance during the financial year 2016-17 are as follows:

Operational Highlights

Your Company is the largest power transmission company operating in the private sector in India and owns, operate and maintain around 5,450 Ckt Kms of transmission lines ranging from 220 KV to 765 KV, with a total transformation capacity of more than 13,500 MVA. Your Company has six fully operational Transmission Systems that primarily serve the Northern and Western regions of India and is also constructing additional projects of around 2400 Ckt Kms in Rajasthan, Chhattisgarh, Madhya Pradesh, Maharashtra, Jharkhand & Bihar, which were awarded through Tariff Based Competitive Bidding process. Constructions of projects won under Tariff Based Competitive Bidding were well ahead of scheduled time of completion and within the budget. With completion of all ongoing projects and acquisitions, the network of the Company is expected to surpass 11,000 Ckt Kms.

Your Company''s operating performance in FY17 has set the best benchmark in the country in terms of consistent operational Network availability ranging from 99.09% to 100%. Your Company continues to pursue the organic as well as inorganic growth opportunities. We have a strong & seamless integration of processes, people & technology which has laid a strong foundation for the Company to create the value for its stakeholders.

Financial Highlights:

- Consolidated total income in FY17 was RS,2,902 Crore as compared to RS,2,267 Crore in FY16.

Consolidated EBIDTA in FY17 was RS,2,005 Crore as compared to RS,1,997 Crore in FY16.

- Consolidated PAT in FY17 was up by 13% at RS,416 Crore as compared to RS,368 Crore in FY16.

Standalone Financial Results :

On standalone basis, your Company registered total revenue of RS,1,608 Crore in FY17 as compared to RS,421 Crore in FY16.

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

Dividend

In view of accumulated losses on standalone basis, your Directors have not recommended any dividend on Equity Shares for the year under review.

US Bond Issuance - Rule 144A/Regulation S Offerings

During the year under review, your Company priced rule 144A/Regulation S offering of USD 500 million 4.00% Senior Secured Notes due 2026. This was First USD public market international bond by an Indian Investment Grade private sector corporate issuer since July 2015. These Notes are rated Baa3 (Moody''s), BBB- (S&P) and BBB- (Fitch).

Rupee Denominated Bonds - Masala Bonds During the year under review, your Company priced Rupee Denominated Bond of INR 5000 million 9.10% Senior Secured Notes due 2021. This was first private Power sector issuance from an Indian Investment Grade issuer in international bond markets.

Fixed deposits

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

Non-convertible debentures

During the year under review, your Company has issued 25,800 Rated, Listed, Taxable, Secured, Redeemable, Non Convertible Debentures of face value of RS,10 lakhs each aggregating to RS,2,580 Crores on private placement basis listed on the Wholesale Debt Market Segment of BSE Limited.

Further, your Company has bought back 1,650 Zero Coupon Rated, Listed, Taxable, Secured, Redeemable, Non-Convertible

Debentures of the face value of RS,10 Lakhs each issued on private placement basis.

As on 31^st March, 2017, 34,150 Rated, Listed, Taxable, Secured,

Redeemable, Non-Convertible Debentures of face value of RS,10 lakhs each aggregating to RS,3,415 Crores were outstanding issued on private placement basis listed on the Wholesale Debt Market Segment of BSE Limited.

Particulars of loans, guarantees or Investments

The provisions of Section 186 of the Companies Act,

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

Subsidiaries, Joint Ventures and Associate Companies

Your Company had 6 direct subsidiaries as on 31^st March, 2016. During the year under review, the following companies were acquired -

- North Karanpura Transco Limited from REC Transmission Projects Company Limited.

- Maru Transmission Service Company Limited and Aravali Transmission Service Company Limited from GMR

Energy Limited.

In view of the above, the total number of subsidiaries as on 31^st March, 2017 was 9.

There are no associate companies or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). There has been no material change in the nature of the business of the subsidiaries.

Pursuant to the provisions of Section 129, 134 and 136 of the Companies Act, 2013 read with rules framed there under and pursuant to Regulation 33 of the SEBI Listing Regulations, the Company had prepared consolidated financial statements of the company and its subsidiaries 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 the 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 shareholder/s during working hours at the Company''s registered office and that of the respective subsidiary companies concerned. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on our website, www.adanitransmission.com. Details of developments of subsidiaries of the Company are covered in the Management''s Discussion and Analysis Report forms part of this Report.

Directors and Key Managerial Personnel

Mr. Laxmi Narayana Mishra (DIN: 01952408) was appointed as an Additional Director by the Board at its meeting held on 4^th April, 2017. He was also appointed as a Whole-time Director of the Company subject to approval of members at the ensuing Annual General Meeting. As an Additional Director, he holds office up to the ensuing Annual General Meeting. The Company has received notice from a member under Section 160 of the Companies Act, 2013 proposing his appointment as a Director of the Company

Pursuant to the provisions of Section 149 of the Companies

Act, 2013, Mr. K. Jairaj, Dr. Ravindra H. Dholakia and Ms. Meera Shankar were appointed as Independent Directors at the Annual General Meeting of the Company held on 10 ^th August, 2016. The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act. The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as independent director during the year.

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

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

General Meeting.

During the year under review, Mr. V. Subramanian (DIN: 00357727) resigned from the Directorship of the Company with effect from 24^th August, 2016 due to his pre occupation. Mr. Deepak Bhargava, Whole-time Director (DIN: 05247943) of the Company resigned w.e.f. closure of business hours on 31^st March, 2017 on attaining the age of superannuation. The Board places on record its sincere appreciation for the valuable contribution and guidance rendered by Mr. Deepak Bhargava and Mr. V. Subramanian during their tenure with the Company.

Directors'' Responsibility Statement

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

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

b. that such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st Mach, 2017 and of the profit of the Company for the year ended on that date;

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

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

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

Number of Board Meetings

The Board of Directors met 4 (four) times during the year under review. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report which forms part of this report.

Independent Directors'' Meeting

The Independent Directors met on 13 ^th February, 2017, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of non-independent directors and the Board as a whole; the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Board Evaluation

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

Policy on Directors'' Appointment and Remuneration The Company''s policy on directors'' appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 is made available on the Company''s website (http://www.adanitransmission.com/Investor-relation/ investor-download).

Internal Financial Control System and Their Adequacy

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

Risk Management

Committees of the Board

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

Corporate Social Responsibility & Sustainability

The Company has constituted a Corporate Social Responsibility & Sustainability (CSR&S) Committee and has framed a CSR Policy. The brief details of (CSR&S) Committee are provided in the Corporate Governance Report. The Annual Report on CSR activities is annexed to this Report. The CSR Policy is available on the website (http:// www.adanitransmission.com/Investor-relation/investor-download) of the Company,

Corporate Governance and Management Discussion and Analysis Report

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

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

Business Responsibility Report

The Business Responsibility Report for the year ended 31^st March, 2017 as stipulated under Regulation 34 of the SEBI Listing Regulations is annexed which forms part of this Annual Report.

Prevention of Sexual Harassment at Workplace

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

Extract of Annual Return

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

Related Party Transactions

Significant and Material Orders Passed by the Regulators or Courts or Tribunals Impacting the Going Concern Status of the Company

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

Insurance

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

Auditors & Auditors'' Report

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules made hereunder, M/s. Dharmesh Parikh & Co., Chartered Accountants (Firm Registration No.: 112054W), were appointed as Statutory Auditors of the Company to hold office till conclusion of the 5^th Annual General Meeting (AGM) of the Company to be held in the calendar year 2018, subject to ratification of their appointment at every AGM. Accordingly, the appointment of M/s. Dharmesh Parikh & Co., Chartered Accountants as Statutory Auditors of the Company is placed for ratification by the Shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are re-appointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

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

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made hereunder, the Company has appointed M/s. Samdani Shah & Kabra, Company Secretaries to undertake the Secretarial Audit of the Company, The Secretarial Audit Report for FY 2016-17 is annexed, which forms part of this report as Annexure-B. There were no qualifications, reservation or adverse remarks given by Secretarial Auditors of the Company.

Particulars of Employees

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

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

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

Acknowledgement

Your Directors are highly grateful for all the guidance, support and assistance received from the Government of India, various State Governments, Financial Institutions and Banks.

Your Directors thank all shareowners, esteemed customers, suppliers and business associates for their faith, trust and confidence reposed in the Company,

For and on behalf of the Board of Directors

Place: Ahmadabad Gautam S. Adani

Date: 27^th May, 2017 Chairman

(DIN: 00006273)

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