Adani Total Gas Ltd. இன் கணக்கு குறிப்புகள்

Mar 31, 2025

r) Provisions, Contingent Liabilities & Contingent Assets

Provisions are recognised for when the Company has at present, legal or contractual obligation as a result of past
events, only if it is probable that an outflow of resources embodying economic outgo or loss will be required and
if the amount involved can be measured reliably. If the effect of the time value of money is material, provisions
are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability.
When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.
A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by
the occurrence or non occurrence of one or more uncertain future events beyond the control of the Company
or a present obligation that is not recognized because it is not probable that an outflow of resources will be
required to settle the obligation or a reliable estimate of amount cannot be made.

Contingent liabilities may arise from litigation, taxation and other claims against the Company. Where it
is management''s assessment that the outcome is uncertain or cannot be reliably quantified, the claims are
disclosed as contingent liabilities unless the likelihood of an adverse outcome is remote.

Contingent assets are not recognised in the financial statements. The nature of such assets and an estimate of
its financial effect are disclosed in notes to the financial statements.

4 Significant accounting judgements, estimates and assumptions

The preparation of the Company''s financial statements requires management to make judgments, estimates and
assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying
disclosures including contingent liabilities. The estimates and associated assumptions are based on experience
and other factors that management considers to be relevant. Actual results may significantly differ from these
estimates. The estimates and underlying assumptions are reviewed on an ongoing basis by the management of
the Company. Revisions to accounting estimates are recognised in the period in which the estimate is revised if
the revision affects only that period, or in the period of the revision and future periods if the revision affects both
current and future periods. Uncertainty about these assumptions and estimates could result in outcomes that
require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

(A) Estimates and Assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting
date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and
liabilities within the next financial year, are described below. Existing circumstances and assumptions
about future developments may change due to market changes or circumstances arising that are beyond
the control of the Company. Such changes are reflected in the assumptions when they occur.

i) Useful life and residual value of property, plant and equipment''s and intangible assets:

Determination of the estimated useful life of property, plant and equipment and intangible assets and the
assessment as to which components of the cost may be capitalised. Useful life of these assets is based
on the life prescribed in Schedule II to the Companies Act, 2013 or based on technical estimates, taking
into account the nature of the asset, estimated usage, expected residual values and operating conditions
of the asset. Management reviews its estimate of the useful lives of depreciable/ amortisable assets at
each reporting date, based on the expected utility of the assets. Uncertainties in these estimates relate to
technical and economic obsolescence that may change the utility of certain software, IT equipment and
other plant and equipments.

ii) Taxes:

The Company''s tax jurisdiction is India. Significant judgements are involved in estimating budgeted profits for
the purpose of paying advance tax, determining the provision for income taxes, including amount expected
to be paid/recovered for uncertain tax positions. Significant management judgement is also required to
determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the
level of future taxable profits together with future tax planning strategies, including estimates of temporary
differences reversing on account of available benefits from the Income Tax Act, 1961.

iii) Fair value measurement of financial instruments:

In estimating the fair value of financial assets and financial liabilities, the Company uses market observable
data to the extent available. Where such Level 1 inputs are not available, the Company establishes appropriate
valuation techniques and inputs to the model. The inputs to these models are taken from observable markets
where possible, but where this is not feasible, a degree of judgment is required in establishing fair values.
Judgments include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in
assumptions about these factors could affect the reported fair value of financial instruments.

iv) Recognition and measurement of Contingent liabilities, provisions and uncertain tax positions:

There are various legal, direct and indirect tax matters and other obligations including local and state
levies, availing input tax credits, fulfillment of minimum work program etc., which may impact the Company.
Evaluation of uncertain liabilities and contingent liabilities arising out of above matters and recognition
and measurement of other provisions are based on the assessment of the probability of an outflow of
resources, and on past experience and circumstances known at the balance sheet date. The actual outflow
of resources at a future date may therefore vary from the figure included in other provisions.

v) Defined benefit plans (Gratuity benefits):

The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined
using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from
actual developments in the future. These include the determination of the discount rate, future salary
increases, attrition and mortality rates. Due to the complexities involved in the valuation and its long-term
nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are
reviewed at each reporting date.

vi) Inventory measurement:

The Company conducts volumetric surveys and assessments on a periodic basis using internal / external
experts, basis which the quantity of inventories is estimated. The variations noted between book records and
physical quantities of above inventories are evaluated and appropriately accounted in the books of accounts.

vii) Impairment of Non Financial Assets

Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable
amount, which is the higher of its fair value less costs of disposal and its value in use. The fair value less
costs of disposal calculation is based on available data for similar assets or observable market prices less
incremental costs for disposing of the asset. The value in use calculation is based on a discounted future
cash flows model. The recoverable amount is sensitive to the discount rate used for the discounted future
cash flows model as well as the expected future cash-inflows.

For impairment of Goodwill, the Company assesses conditions that could cause an asset or a Cash Generating
Unit (CGU) to become impaired and to test recoverability of potentially impaired assets. These conditions
include changes resulting from market and economic environment, including internal and external
factors such as the Company''s market capitalization, significant changes in the Company''s planned use
of the assets or a significant adverse change in the expected prices, sales volumes or raw material cost.
The identification of CGUs involves judgment, including assessment of where active markets exist, and the
level of interdependency of cash inflows. Goodwill is reviewed at least annually for impairment.

viii) Impairment of Financial Assets

The impairment provisions for trade receivables are made considering simplified approach based on
assumptions about risk of default and expected loss rates. The Company uses judgement in making these
assumptions and selecting the inputs to the impairment calculation based on the company''s past history
and other factors like financial position of the counter-parties, market information and other relevant factors
at the end of each reporting period. In case of other financial assets, the Company applies general approach
for recognition of impairment losses wherein the Company uses judgement in considering the probability
of default upon initial recognition and whether there has been a significant increase in credit risk on an
ongoing basis throughout each reporting period.

ix) Recognition and measurement of unbilled gas sales revenue

In case of customers where meter reading dates for billing is not matching with reporting date, the gas
sales between last meter reading date and reporting date has been accrued by the Company based on past
average sales.

5 Recent Pronouncements

Ministry of Corporate Affairs ("MCA”) notifies new standards or amendments to the existing standards under
Companies (Indian Accounting Standards) Rules as issued from time to time. MCA has notified Ind AS - 117
Insurance Contracts and amendments to Ind AS 116 - Leases, relating to sale and leaseback transactions,
applicable to the Company w.e.f. April 1, 2024. The Company has reviewed the new pronouncements and based
on its evaluation has determined that it does not have any significant impact in its financial statements.

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

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

i) Market risk

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

a) Interest rate risk

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

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

c) Price risk

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

The Company invests its temporary surplus funds in various mutual funds and fixed deposits. In order to
manage its price risk arising from investments, the Company diversifies its portfolio in accordance with
the limits set by the risk management policies.

ii) Credit risk

Credit risk refers to the risk that a counterparty or customer will default on its contractual obligations
resulting in a loss to the Company. Financial instruments that are subject to credit risk principally consist
of Loans, Trade and Other Receivables, Cash & Cash Equivalents, Investments and Other Financial Assets.
Concentrations of credit risk with respect to trade receivables are limited as majority credit sales are made
to high credit worthy entities and balance credit sales are against securities in the form of customer security
deposits and bank guarantees. All trade receivables are reviewed and assessed for default on regular basis.
Our historical experience of collecting receivables, supported by the level of default, is that credit risk is low.
The carrying amounts of other financial assets represent the maximum credit risk exposure.

For trade receivables, except for specifically identified cases, Company follows a simplified approach where
provision is made as per the ageing buckets which are designed based on historical facts and patterns.

iv) Capital Management

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

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

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

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For financial assets other than trade receivables, Company presumes significant increase in credit risk only
when financial assets are past due more than 30 days.

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

iii) Liquidity Risk

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

Management monitors the return on capital, as well as the level of dividends to equity shareholders. In order
to achieve this overall objective, the Company''s capital management, amongst other things, aims to ensure
that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital
structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately
call loans and borrowings. No changes were made in the objectives, policies or processes for managing
capital during the year ended March 31, 2025 and March 31, 2024 respectively.

C) Derivatives and Hedging

(i) Classification of derivatives

Derivatives are only used for economic hedging purposes and not as speculative investments. However, where
derivatives do not meet the hedge accounting criteria, they are accounted for at fair value through profit or
loss. Information about the outstanding fair value of derivatives used as hedging instruments as at the end
of the financial year is provided below:

(ii) Hedging activities

a) Foreign Currency Risk

The Company is exposed to various foreign currency risks as explained in note above. In line with the
Company''s Foreign Currency & Interest Rate Risk Management Policy, the Company has hedged 100%
of it''s foreign currency borrowings. To that extent, the Company is not exposed to foreign currency risk.

All borrowings related hedges are accounted for as cash flow hedges.

b) Interest Rate Risk

The Company is exposed to interest rate risks on floating rate borrowings as explained in note above.

(iii) Hedge Effectiveness

There is an economic relationship between the hedged items and the hedging instruments as the terms of
the hedge contracts match the terms of hedge items. The Company has established a hedge ratio of 1:1 for
the hedging relationships as the underlying risk of the foreign exchange and interest rate are identical to
the hedged risk components. To test the hedge effectiveness, the Company compares the changes in the
fair value of the hedging instruments against the changes in fair value of the hedged items attributable to
the hedged risks.

(iv) Source of Hedge ineffectiveness

In case of foreign currency risk and interest rate risk, the main source of hedge ineffectiveness is the effect
of the counterparty and the Company''s own credit risk on the fair value of hedge contracts, which is not
reflected in the fair value of the hedged items. The effect of this is not expected to be material.

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

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

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

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

a) Funding arrangements and Funding Policy

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

b) Expected Contribution during the next annual reporting period

The Company''s best estimate of Contribution during the next year is '' 12.93 crore (March 31,
2024: '' 14.14 crore)

54 Other Disclosures

a) The Hon''ble Supreme Court on September 28, 2021 has disposed of an appeal filed by the Company claiming
deemed authorization for Sanand, Bavla and Dholka (Outer Ahmedabad City) to lay and maintain the gas
distribution network. The Company has sought suitable directions from the PNGRB for the compliance of
Hon''ble Supreme Court order. The counter party had filed an appeal before Appellate Tribunal for Electricity
(APTEL) against an order of PNGRB. APTEL then disposed-off these appeals filed with the directions to PNGRB
to adjudicate the matter. As such no financial impact has been considered in these financials statements.

b) The Company had signed a Definitive Agreement on November 03, 2020 for acquisition of 3 Geographical
Areas namely Ludhiana, Jalandhar and Kutch (East). During the year ended March 31, 2025 the authorization
for Jalandhar has been transferred to the Company by the Petroleum and Natural Gas Regulatory Board (''the
PNGRB''). The intended transaction is yet to be consummated.

c) The Company has filed an appeal at Appellate Tribunal for Electricity (APTEL) challenging the impugned orders
dated April 25, 2023 and April 26, 2023, passed by the PNGRB, whereunder the Company''s application for
authorisation has been rejected in relation to the laying, building, operating and expanding a City Gas Distribution
Network in Noida District (including Greater Noida) Geographical Area and also for bifurcating Faridabad GA into
F1 and F2 and awarding F1 to other entity.

55 Additional Regulatory Disclosures

a) No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any
other sources or kind of funds) by the company to or in any other persons or entities, including foreign entities
("Intermediaries”) with the understanding, whether recorded in writing or otherwise, that the Intermediary shall
directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever (Ultimate
beneficiaries) by or on behalf of the company or provide any guarantee, security or the like on behalf of the
Ultimate Beneficiaries.

55 Additional Regulatory Disclosures (Contd...)

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

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

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

d) The Company did not enter into any transactions during the year with companies struck off under section 248
of the Companies Act, 2013 or section 560 of the Companies Act, 1956.

e) There are no charges or satisfaction yet to be registered with the Registrar of Companies beyond the
statutory period.

f) The Company is in compliance with the number of layers prescribed under clause (87) of section 2 of the Act read
with Companies (Restriction on number of Layers) Rules, 2017.

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

h) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

i) The Company has given current assets as security for borrowings obtained from banks. The Company duly submitted
the required information to the banks on regular basis and the required reconciliation is presented below:

57 During the financial year 2022-23, a short seller report ("SSR”) was published alleging certain issues against
Adani group entities including the Company. On January 03, 2024, the Hon''ble Supreme Court ("SC”) disposed of
all matters of appeal in various petitions including separate independent investigations relating to the allegation
in SSR and stated that the Securities and Exchange Board of India ("SEBI”) should complete the investigation
on balance two pending matters and take investigations to their logical conclusion in accordance with law.
During the current year, management believes that balance two investigations have been concluded based on
available information.

Pursuant to the SC order, various legal and regulatory proceedings by the SEBI, legal opinions obtained by the
Company confirming that the Company is in compliance with the requirements of applicable laws and regulations,
and the fact that there is no pending regulatory or adjudication proceeding except matter related to Show
Cause Notice (SCN) from the SEBI relating to validity of Peer Review Certificate (PRC) of the former statutory
auditor in respect of an earlier period, the Management of the Company concluded that there were no material
consequences of the SSR and the Company continues to hold good its position as regards the compliance of
applicable laws and regulations.

58 The Company uses an accounting software for maintaining its books of account which has a feature of recording
audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded
in the accounting software except the audit trail feature is enabled, for certain direct changes to SAP application
and its underlying HANA database when using certain privileged / administrative access rights by authorised
users where the process is started during the year and stabilized from March 17, 2025. Further, there is no
instance of audit trail feature being tampered with in respect of the accounting software where such feature is
enabled. Additionally, the audit trail has been preserved by the Company as per the statutory requirements for
record retention.

59 In November 2024, the Company became aware of an indictment filed by United States Department of Justice
(US DOJ) and a civil complaint by Securities and Exchange Commission (US SEC) in the United States District Court
for the Eastern District of New York against a non-executive director of the Company. The director is indicted by US
DOJ for alleged securities & wire fraud conspiracy and securities fraud for misleading statements and civil complaint
by US SEC in respect of alleged omission of disclosure of material facts in certain statements. The Company is not
named in these matters.

Having regard to the status of the above-mentioned matters, and the fact that the matters stated above do not
pertain to the Company, there is no impact to these financial statements.

60 Events Occurring After the Balance Sheet Date

The Company evaluates events and transactions that occur subsequent to the balance sheet date but prior to
approval of the financial statements to determine the necessity for recognition and/or reporting of any of these
events and transactions in the financial statements. As of April 28, 2025 there are no subsequent events to be
recognized or reported that are not already disclosed.

The Board of Directors have recommended final dividend of '' 0.25 (25%) per equity share of the face value of '' 1
each for the financial year 2024-25. This proposed dividend is subject to approval of shareholders in the ensuing
annual general meeting.

61 Approval of Financial Statements

The financial statements were approved for issue by the board of directors on April 28, 2025.

As per our attached report of even date

For WALKER CHANDIOK & CO LLP For and on behalf of the Board

Chartered Accountants ADANI TOTAL GAS LIMITED

Firm Registration Number : 001076N/N500013

MEHULKUMAR SHARADKUMAR JANANI GAUTAM S. ADANI SANGKARAN A RATNAM

Partner Chairman Director

Membership No. 118617 DIN - 0 0 0 0 6273 DIN - 10333311

SURESH P MANGLANI PARAG PARIKH MIRA SONI

Executive Director & CEO Chief Financial Officer Company Secretary
DIN - 00165062

Place : Ahmedabad Place : Ahmedabad

Date : April 28, 2025 Date : April 28, 2025

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Mar 31, 2024

Terms/rights attached to equity shares

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

Nature and purpose of each reserve :

a) Capital Reserve

The capital reserve was created as per Composite scheme of arrangement among Adani Gas Holding Limited and Adani Gas Limited and Adani Enterprises Limited and their respective shareholders and creditors under section 230 to 232 of the Companies Act, 2013 approved by National Company Law Tribunal ("NCLT") Bench at Ahmedabad vide its order dated August 3, 2018. Hence, the same is not considered as a free reserve for the purpose of distribution of dividends.

b) Retained Earnings

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

c) Other Comprehensive Income

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

i) Rupee Term Loan of NIL (previous year '' 88.57 crore) is secured by First pari-passu charge over all the movables including movable plant and machinery, machinery spare, tools and accessories, furniture, fixtures, vehicles and all other movable assets, present and future located at Vadodara, Khurja, Faridabad and Second pari-passu charge on current assets, operating cash flows, receivables, commissions, revenues of whatsoever nature and whereever arising, present and future, intangibles, goodwill, uncalled capital, present and future. The same has been repaid during the current year.

ii) Rupee Term Loan of NIL (previous year '' 54.20 crore) is secured by First pari-passu charge over all the movables including movable plant and machinery, machinery spare, tools and accessories, furniture, fixtures, vehicles and all other movable assets, present and future located at Ahmedabad, Vadodara, Khurja, Faridabad and Second pari-passu charge on current assets, operating cash flows, receivables, commissions, revenues of whatsoever nature and whereever arising, present and future, intangibles, goodwill, uncalled capital, present and future. The same has been repaid during the current year.

iii) Rupee Term Loan of '' 21.32 crore (previous year '' 34.44 crore) is secured by First pari-passu charge on all present and future movables including movable plant and machinery, machinery spare, tools and accessories, furniture, fixtures , vehicles and all other movable assets of Ahmedabad, Vadodara, Khurja, Faridabad and Second pari-passu charge on current assets, operating cash flows, receivables, commissions, revenues of whatsoever nature and whereever arising, present and future, intangibles, goodwill, uncalled capital, present and future. The same is repayable in 2 Quarterly Instalments of '' 3.28 crore each from Q1 FY 24-25 to Q2 FY 24-25 and 4 Quarterly Instalments of '' 3.69 crore each from Q3 FY24-25 to Q2 FY25-26 and said loan carries interest rate linked to the benchmark rate, presently @ 9.05% and is payable on monthly basis.

iv) Rupee Term Loan of '' 169.19 crore (previous year '' 209.00 crore) is secured by First pari-passu charge over all present and future movable fixed assets pertaining to existing GAs at Ahmedabad, Vadodara, Khurja, Faridabad and Second pari-passu charge on current assets pertaining to existing GAs at Ahmedabad, Vadodara, Khurja, Faridabad. The same is repayable in 17 Quarterly Instalments of '' 9.95 crore each from Q1 FY24-25 to Q1 FY28-29 and said loan carries interest rate linked to the benchmark rate, presently @ 9.30% and is payable on monthly basis.

v) Rupee Term Loan of NIL (previous year '' 219.92 crore)) is secured by First pari-passu charge on movable fixed asset on the Geographical area under 9^th round. The same has been repaid during the current year.

vi) Rupee Term Loan of '' 297.71 crore (previous year NIL) is secured by First pari-passu charge on all movable fixed assets of the borrower and Second Pari passu charge over the current assets of the geographical areas in the nature of stocks / spares / any such assets, both present and future cashflows, receivables, book debts, commissions or revenues of the borrower. The same is repayable in 7 Quarterly Instalments of '' 3.77 crore each from Q1 FY24-25 to Q3 FY25-26, 8 Quarterly Instalments of '' 18.84 crore from Q4 FY25-26 to Q3 FY27-28 and 4 Quarterly Instalments of '' 30.15 crore from Q4 FY27-28 to Q3 FY28-29 and said loan carries interest rate linked to the benchmark rate, presently @ 9.30 to 9.40% and is payable on monthly basis.

vii) Rupee Term Loan of '' 500 crore (previous year NIL) is secured by First pari-passu charge on all movable fixed assets of the borrower and Second Pari passu charge over the current assets of the geographical areas in the nature of stocks/ spares/ any such assets, both present and future cashflows, receivables, book debts, commissions or revenues of the borrower. The same is repayable in 4 Quarterly Instalments of '' 8.75 crore each from Q1 FY24-25 to Q4 FY24-25, 4 Quarterly Instalments of '' 17.5 crore each from Q1 FY25-26 to Q4 FY25-26, 1 Instalments of '' 20 crore in Q1 FY26-27, 1 Instalments of '' 25 crore in Q2 FY26-27 and final instalment of '' 350 crore in Q3 FY26-27 said loan carries interest rate linked to the benchmark rate, presently @ 9% and is payable on monthly basis.

viii) For current maturities of non current borrowing, refer note 28 Current Borrowings

a) Short Term Loan from Bank amounting to '' 137.95 crore (previous year '' 325 crore) are secured by First Pari passu charge over the current assets of the geographical areas in the nature of stocks/ spares/ any such assets, both present and future cashflows, receivables, book debts, commissions or revenues of the borrower and Second pari passu charge (subordinate to the first ranking charge, if any, created by the company in future from time to time for securing other long term debt including overseas bonds) over all movable fixed assets of the company. The said facility presently carry an interest rate of 7.30% to 9.75% p.a.

b) Trade credits from Banks aggregating to '' 72.60 crore (previous year '' 157.32 crore) are secured by First Pari passu charge over the current assets of the geographical areas in the nature of stocks/ spares/ any such assets, both present and future cashflows, receivables, book debts, commissions or revenues of the borrower and second pari passu charge (subordinate to the first ranking charge, if any, created by the company in future from time to time for securing other long term debt including overseas bonds) over all movable fixed assets of the company. The said facility presently carries interest rate of 8.45% to 8.7% p.a.

Trade Credit (Purchase Invoice financing) from Bank amounting to '' 90.87 crore (previous year '' 47.01 crore) is secured First Pari passu charge over the current assets of the geographical areas in the nature of stocks/ spares/ any such assets, both present and future cashflows, receivables, book debts, commissions or revenues of the borrower and second pari passu charge (subordinate to the first ranking charge, if any, created by the company in future from time to time for securing other long term debt including overseas bonds) over all movable fixed assets of the company. The said facility presently carries interest rate of 9.30% p.a.

c) Overdraft from Bank amounting to NIL (previous year '' 23.30 crore) are secured by first pari passu charge over the current assets in the nature of stocks/ spares/ any such assets, both present and future cashflows, receivables, book debts or revenues excluding those in other subsidiaries and joint venture entities and second pari passu charge (subordinate to the first ranking charge, if any, created by the company in future from time to time for securing other long-term debt including overseas bonds) over all movable fixed assets of the Company.

31 Information required to be furnished as per Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act) and Schedule III of the Companies Act, 2013 for the year ended March 31, 2024. This information has been determined to the extent such parties have been identified on the basis of information available with the Company and relied upon by auditors.

Overdraft from Bank amounting to '' 184.09 crore (previous year '' 214.14 crore) is availed against lien on Fixed Deposit with the Bank. The said facility presently carries interest rate of 7.9%-8.25% p.a.

43 Contingent Liabilities and Commitments (to the extent not provided for) : (i) Contingent Liabilities :		('' in crore)
Particulars	For the year ended March 31, 2024	For the year ended March 31, 2023
Claims against the Company not acknowledged as Debts
a) Pending labour matters contested in various courts	0.41	0.69
b) Cases pending in Consumer Forums	0.91	0.81
c) Cases pending in MACT	0.10	0.10
d) In respect of Service tax, Excise Duty and VAT	25.80	26.15
e) In respect of Income Tax	1.98	2.01
f) Special Civil Suits	0.31	0.25
g) Property Tax	16.44	13.93
h) Other Litigation	0.37	0.37
i) Claims by vendor*	58.55	52.61
Total	104.87	96.92

* The amount represents claim in excess of provision made of Liquidated damages (net) raised by one of Gas Supplier for Use or Pay charges for Calendar Year 2023. The management has estimated a liability in accordance with the terms of agreement and made provision in the financial statements accordingly. Management has represented to waive such liquidated charges through future make up mechanisms.

l) Haryana Shehri Vikas Pradhikaran ("HSVP") has raised demand notes of '' 39.18 crore against plot of lands allotted by HSVP to the Company for CNG gas stations. Presently the Company does not have any basis of the computation of the claim. The Company is regularly paying all the lease rentals and has made a requisite provision on the basis of the allotment letter. Till March 2024, company has paid '' 25.58 crore against the demand note basis the computation as per the Company. The Company is of the opinion that, as remaining amount is not clear and ascertainable and is beyond the terms of allotment letters, hence not provided in books.

m) NOIDA Authority had issued a demand notice dated February 02, 2021 for '' 108.21 crore and revised notice dated April 12, 2023 of '' 150.00 crore for the recovery of the alleged license fees of the plots allotted. The Company had filed a revision petition for quashing the impugned demand notices before Hon''ble Principal Secretary, Infrastructure and Industrial Development, U.P. The Hon''ble Principal Secretary had vide order dated March 28, 2024 disposed of the Revision Petition directing NOIDA Authority to decide the initial representations made by company as well as the issues relating to the possession of the disputed plots.

Notes:

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

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

(ii) Commitments :		('' in crore)
Particulars	As at	As at
	March 31, 2024	March 31, 2023
a) Estimated amount of contract on capital account to be executed and not provided for (net of advance)	702.46	388.30
	702.46	388.30

j) The Company has extended Corporate Guarantee against the issuance of Performance Bank Guarantee in favor of Regulatory body for authorization awarded to Joint Venture Company.The aggregate amount of Corporate Guarantee outstanding as on March 31, 2024 was '' 3,472.15 crore (previous year '' 3,533.46 crore).

k) Gas suppliers have submitted a claim of '' 103.63 crore pertaining to earlier years (FY 2013-14 to FY 2021-22) for use of allocated gas for other than specified purpose. The company has refuted this claim contending that there is a gross error in actual domestic gas purchase and actual sales considered by the suppliers. The management is of the view that the company is not liable to pay any such claim. The company has already taken up the matter with concerned entities/authorities to withdraw the claim.

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

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

Fair Value Hierarchy

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

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

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

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

(a) Investments in subsidiaries and joint ventures classified as equity investments have been accounted at historical cost. Since these are scoped out of Ind AS 109 for the purposes of measurement, the same have not been disclosed in the tables above.

(b) Fair Value Measurements:

(i) Quantitative disclosures of fair value measurement hierarchy for financial assets and financial liabilities

The following table provides the fair value measurement hierarchy of the Company''s financial assets and liabilities

(iii) Financial Instrument measured at amortised cost

The carrying amount of financial assets and financial liabilities measured at amortised cost in the financial statements are a reasonable approximation of their fair values since the Company does not anticipate that the carrying amounts would be significantly different from the values that would eventually be received or settled.

(B) Financial Instruments and Financial Risk Review

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

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

i) Market risk

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

a) Interest rate risk

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

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

b) Foreign Currency Risk

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

c) Price risk

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

The Company invests its temporary surplus funds in various mutual funds and fixed deposits. In order to manage its price risk arising from investments, the Company diversifies its portfolio in accordance with the limits set by the risk management policies.

ii) Credit risk

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

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

iv) Capital Management

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

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

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

Liquidity Risk

Management monitors the return on capital, as well as the level of dividends to equity shareholders. In order to achieve this overall objective, the Company''s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. No changes were made in the objectives, policies or processes for managing capital during the year ended March 31, 2024 and March 31, 2023 respectively.

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

Maturity profile of financial liabilities :

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

47 Corporate Social Responsibility

As per Section 135 of the Companies Act, 2013, a corporate social responsibility (CSR) committee has been formed by the Company. The Company is liable to incur CSR expense as per requirement of Section 135 of Companies Act, 2013. Accordingly, it has incurred expenses of '' 13.55 crore (Previous year - '' 12.45 crore) on the activities which are specified in Schedule VII of the Companies Act, 2013.

(a) Gross amount as per the limits of Section 135 of the Companies Act, 2013 : '' 13.51 crore (Previous year - '' 12.41 crore)

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

(v) Reason for shortfall : Not Applicable

(vi) CSR activities include expenditure on:

- Contribution to promote green environment

- Providing Free education to students from economically challenged families through implementing agency Adani Foundation

(vii) The amount of revenue expenditure incurred as mentioned in note (b) above has been contributed to Adani Foundation, a related party (refer note 49).

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

b) Defined Benefit Obligations :

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

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

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

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

a) Funding arrangements and Funding Policy

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

b) Expected Contribution during the next annual reporting period

The Company''s best estimate of Contribution during the next year is '' 14.14 crore (March 31 2023: '' 10.19 crore)

ix) Risk Exposure and Asset Liability Matching

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

c) Compensated absences/ leaves

Other long term employee benefits comprise of compensated absences/leaves, which are recognised based on actuarial valuation. The actuarial liability for compensated absences as at the year ended March 31, 2024 is '' 9.70 crore (March 31 2023: '' 8.31 crore).

Terms and conditions of transactions with related parties

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

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

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

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

52 Leases

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

The Company has elected not to apply the requirements of Ind AS 116 to short term leases of all the assets that have a lease term of twelve months or less and leases for which the underlying asset is of low value. The lease payments associated with these leases are recognized as an expense on a straight line basis over the lease term.

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

53 Other Disclosures

a) The Hon''ble Supreme Court on September 28, 2021 has disposed of an appeal filed by the Company claiming deemed authorization for Sanand, Bavla and Dholka (Outer Ahmedabad City) to lay and maintain the gas distribution network. The Company has sought suitable directions from the PNGRB for the compliance of Hon''ble Supreme Court order. The counter party had filed an appeal before APTEL against an order of PNGRB. APTEL then disposed-off these appeals filed with the directions to PNGRB to adjudicate the matter. As such no financial impact has been considered in these financial statements.

b) The Company had signed a Definitive Agreement on November 03, 2020 for acquisition of 3 Geographical Areas namely Ludhiana, Jalandhar and Kutch (East). The matter regarding authorisation and penalties levied by The Petroleum and Natural Gas Regulatory Board (''the PNGRB'') on the Seller consortium has been disposed favorably by Appellate Tribunal for Electricity (APTEL) recently. The intended transaction is yet to be consummated.

c) The Company has filed an appeal at Appellate Tribunal for Electricity (APTEL) challenging the impugned orders dated April 25, 2023 and April 26, 2023 passed by the PNGRB, whereunder the Company''s application for authorisation has been rejected in relation to the laying, building, operating and expanding a City Gas Distribution Network in Noida District (including Greater Noida) Geographical Area and also for bifurcating Faridabad GA into F1 and F2 and awarding F1 to other entity.

54 Additional Regulatory Disclosures

a) No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other persons or entities, including foreign entities ("Intermediaries”) with the understanding, whether recorded in writing or otherwise, that the Intermediary shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever (Ultimate beneficiaries) by or on behalf of the company or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

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

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

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

d) The Company did not enter into any transactions during the year with companies struck off under section 248 of the Companies Act, 2013 or section 560 of the Companies Act, 1956.

e) There are no charges or satisfaction yet to be registered with the Registrar of Companies beyond the statutory period.

f) The Company is in compliance with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017.

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

h) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

(i) The difference in Quarterly Books of Accounts and Statements is on account of difference of timing of submission of Statement to Bank & timing of Audit/Limited Review Closure. Further such Submission of Quarterly statements is as per sanctioned terms.

For the year ended March 31 2023

There were no such differences.

56 During the previous financial year 2022-23, a short seller report ("SSR”) was published in which certain allegations were made on certain Adani Group Companies including the Company. In this regard, various writ petitions were filed with the Hon''ble Supreme Court ("SC”) seeking independent investigation of the allegations in the SSR and the Securities and Exchange Board of India ("SEBI”) also commenced investigating the allegations made in the SSR for any violations of applicable SEBI Regulations. The SC, in terms of its order dated March 02, 2023 also constituted an expert committee to investigate and advise into the various aspect of existing laws and regulations, and also directed the SEBI to consider certain additional aspects in its scope. The Expert committee submitted its report dated May 06, 2023, finding no evidence for regulatory failure, in respect of applicable laws and regulations. The SEBI also concluded its investigations in twenty-two of the twenty-four matters as per the status report dated August 25, 2023 to the SC.

The SC in its order dated January 03, 2024, disposed off all matters of appeal in various petitions including petitions for separate independent investigations relating to the allegations in the SSR (including other allegations) and stated that the SEBI should complete the pending two investigations, preferably within 3 months, and take its investigations (including the twenty-two investigations already completed) to their logical conclusion in accordance with law. During the year, the Company has received Show Cause Notice (SCN) from the SEBI relating to validity of Peer Review Certificate (PRC) of predecessor auditors in previous financial year, which the Company has responded to. Based on legal advice obtained, management believes that the matter is technical in nature and has no material consequential effects to relevant financial statements, and that there is no material non-compliance of applicable laws and regulations.

In April 23, the Company had obtained a legal opinion by independent law firm, confirming the Company is in compliance with the requirements of applicable laws and regulations.

Based on the legal opinions and the SC order referred above, the fact that there are no pending regulatory or adjudicatory proceedings as of date, except as mentioned above, management of the Company concludes that there are no consequences of the allegations mentioned in the SSR and other allegations on the Company, and accordingly, these standalone financial statements do not have any reporting adjustments in this regard.

57 The Ministry of Corporate Affairs (MCA) has prescribed a new requirement for companies under the proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 inserted by the Companies (Accounts) Amendment Rules 2021 requiring companies, which uses accounting software for maintaining its books of account, shall use only such accounting software which has a feature of recording audit trail of each and every transaction, creating an edit log of each change made in the books of account along with the date when such changes were made and ensuring that the audit trail cannot be disabled.

The Company uses an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the accounting software, however, the audit trail feature was not enabled at database level for accounting software SAP S/4 HANA to log any direct data changes for users with certain privileged access rights. Further there is no instance of audit trail feature being tampered with in respect of the accounting software where such feature is enabled.

Presently, the log is enabled at the application level and the privileged access to HANA database continues to be restricted to limited set of users who necessarily require this access for maintenance and administration of the database.

58 Events Occurring After the Balance Sheet Date

The Company evaluates events and transactions that occur subsequent to the balance sheet date but prior to approval of the financial statements to determine the necessity for recognition and/or reporting of any of these events and transactions in the financial statements. As of April 30, 2024 there are no subsequent events to be recognized or reported that are not already disclosed.

The Board of Directors have recommended final dividend of '' 0.25 (25%) per equity share of the face value of '' 1 each for the financial year 2023-24. This proposed dividend is subject to approval of shareholders in the ensuing annual general meeting.

59 Approval of Financial Statements

The financial statements were approved for issue by the board of directors on April 30, 2024.

---

Mar 31, 2023

a) Capital Reserve

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

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

b) Retained Earnings

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

c) Other Comprehensive Income

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

a) Security Details:

Rupee Term Loans from bank is secured by

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

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

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

the company.

b) Repayment terms:

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

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

p.a.and is payable on monthly basis.

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

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

is payable on monthly basis.

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

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

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

28 Current Borrowings (Contd.)

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

assets of existing four geographical areas.

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

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

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

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

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

43 Contingent Liabilities and Commitments ( to the extent not provided for) : (i) Contingent Liabilities : (H in Crores)
Particulars	As at 31st March, 2023	As at 31st March, 2022
a) Claims against the Company not acknowledged as Debts	52.61	20.03
b) Pending labour matters contested in various courts	0.69	0.47
c) Cases pending in Consumer Forums	0.81	0.77
d) Cases pending in MACT	0.10	0.10
e) In respect of Service tax, Excise Duty and VAT	26.15	29.31
f) In respect of Income Tax	2.01	2.38
g) Special Civil Suits	0.25	0.25
h) Property Tax	13.93	11.86
i) Other Litigation	0.37	0.37
Total	96.92	65.54

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

Crores).

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

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

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

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

matter is sub-judice.

Notes:

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

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

(ii) Commitments :		(H in Crores)
Particulars	As at 31st March, 2023	As at 31st March, 2022
a) Estimated amount of contract on capital account to be executed and not provided for (net of advance)	388.30	665.86
	388.30	665.86
44 Expenses Directly Attributable To Construction Period
The following expenses which are specifically attributable to construction of project are included in Capital Work-in-Progress (CWIP) & Intangible Assets under Development (H in Crores)
Particulars	As at 31st March, 2023	As at 31st March, 2022
Opening Balances	168.14	106.96
Employee Benefits Expense	51.22	36.22
Finance Cost	50.97	11.08
Other Expenses	98.88	67.16
	369.21	221.43
Less:
Capitalisations	109.83	53.29
Closing Balances	259.38	168.14

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

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

Fair Value Hierarchy

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

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

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

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

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

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

significant in each of the year presented.

B) Financial Instruments and Financial Risk Review

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

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

i) Market risk

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

a) Interest rate risk

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

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

b) Foreign Currency Risk

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

c) Price risk

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

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

ii) Credit risk

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

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

iii) Liquidity Risk

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

Maturity profile of financial liabilities :

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

iv) Capital Management

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

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

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

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

to equity ratio.

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

47 Corporate Social Responsibility

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

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

H10.26 Crore)

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

Company for this year,

b) Defined Benefit Obligations :

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

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

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

Investment Risk	These Plans invest in long term debt instruments such as Government securities and highly rated corporate bonds. The valuation of which is inversely proportionate to the interest rate movements. There is risk of volatility in asset values due to market fluctuations and impairment of assets due to credit losses.
Interest Risk	The present value of the defined benefit liability is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on Government securities. A decrease in yields will increase the fund liabilities and vice-versa.
Longevity Risk	The present value of the defined benefit liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan''s liability.
Salary Risk	The present value of the defined benefit liability is calculated by reference to the future salaries of plan participants. As such, an increase in salary of the plan participants will increase the plan''s liability,
Liquidity Risk	This is the risk that arise due to non availabilty of enough cash / cash equivalent to meet the liabilities or holding of illiquid assets not being sold in time to meet the short term gratuity payouts.

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

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

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

prior years.

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

a) Funding arrangements and Funding Policy

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

valuation is funded by the Company.

b) Expected Contribution during the next annual reporting period

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

H6.51 Crore)

c) Maturity Profile of Defined Benefit Obligation

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

ix. Risk Exposure and Asset Liability Matching

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

c) Compensated absences/ leaves

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

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

Terms and conditions of transactions with related parties -

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

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

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

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

52 Leases

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

subleasing the leased assets.

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

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

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

53A Other Disclosures

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

b) Security Deposit include amount of H2.09 Crore

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

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

d) PNGRB issued authorization in favor of the

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

53B Additional Regulatory Disclosures

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

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

identified in any manner whatsoever (Ultimate

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

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

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

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

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

Act, 1956

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

beyond the statutory period.

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

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

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

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

financial year.

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

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

are in agreement with the books of accounts.

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

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

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

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

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

57 Events occurring after the Balance sheet Date

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

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

58 Approval of financial statements

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

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

---

Mar 31, 2022

Terms/rights attached to equity shares

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

a) Capital Reserve

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

b) Retained Earnings

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

a) Security Details:

Rupee Term Loans from bank is secured by

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

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

funding is to be done.

b) Repayment terms:

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

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

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

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

is payable on monthly basis.

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

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

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

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

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

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

and penalty thereon.

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

supreme court.

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

the period the Code becomes effective.

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

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

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

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

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

41 Financial Instruments, Financial Risk and Capital Management :

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

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

projects,

Fair Value Hierarchy

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

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

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

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

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

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

(a) Investments exclude Investment in Joint Venture.

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

not significant in each of the year presented.

B) Financial Instruments and Financial Risk Review

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

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

i) Market risk

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

a) Interest rate risk

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

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

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

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

b) Foreign Currency Risk

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

c) Price risk

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

prices closely on regular basis.

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

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

ii) Credit risk

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

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

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

credit rating.

iii) Liquidity Risk

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

iv) Capital Management

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

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

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

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

43 Corporate Social Responsibility

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

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

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

(v) Reason for shortfall : not applicable

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

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

? arties. adani foundation.

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

company for this year, b) Defined Benefit Obligations :

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

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

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

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

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

impairment of assets due to credit losses.

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

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

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

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

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

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

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

a) Funding arrangements and Funding Policy

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

the company.

b) Expected Contribution during the next annual reporting period

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

ix. Risk Exposure and Asset Liability Matching

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

c) Compensated absences/ leaves

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

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

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

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

Terms and conditions of transactions with related parties

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

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

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

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

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

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

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

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

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

49 Leases

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

subleasing the leased assets.

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

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

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Mar 31, 2021

Contingent Liabilities i

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

related impact in the period the Code becomes effective.

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

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

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

40 Financial Instruments and Risk Review:

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

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

and projects.

Fair Value Hierarchy

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

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

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

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

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

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

B) Financial Instruments and Financial Risk Review

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

of these risks.

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

a) Interest rate risk

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

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

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

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

year,

c) Price risk

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

prices closely on regular basis.

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

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

ii) Credit risk

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

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

b) Foreign Currency Risk

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

iii) Liquidity Risk

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

42 Corporate Social Responsibility

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

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

Company for this year.

iv) Capital Management

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

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

b) Defined Benefit Obligations :

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

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

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Mar 31, 2019

1. FINANCIAL INSTRUMENTS AND RISK REVIEW

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

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

Fair Value Hierarchy

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

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

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

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

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

Notes :

(a) Investments exclude Investment in Joint Venture.

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

b) Financial Risk Management Objective and Policies :

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

Interest rate risk

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

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

Credit risk

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

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

Liquidity risk

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

Maturity profile of financial liabilities :

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

c) Capital Management

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

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

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

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

2. OPERATING LEASES

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

(as amended) are given below:

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

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

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

Note :

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

40 CORPORATE SOCIAL RESPONSIBILITY

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

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

(b) Defined Benefit Obligations :

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

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

a) Funding Arrangement

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

b) Expected Contribution during the next annual reporting period

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

c) Maturity Profile of Defined Benefit Obligation

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

ix) Risk Exposure and Asset Liability Matching

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

(c) Other Long Term Employee Benefits :

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

4. RELATED PARTY TRANSACTIONS

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

i) Name of related parties & description of relationship

a) Ultimate Holding Entity

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

Adani Enterprises Limited (up to 28.08.2018)

b) Holding Entity

Adani Gas Holding Limited (up to 10.08.2018)

c) Joint Venture IndianOil-Adani Gas Private Limited

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

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

Adani Power Limited

Adani Power (Mundra) Limited

Adani Foundation

Karnavati Aviation Private Limited

Adani Township & Real Estate Company Private Limited

Shantikrupa Estates Private Limited

Belvedere Golf and Country Club Private Limited

Adani Ports and Special Economic Zone Limited

e) Key Managerial Personnel

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

Mr. Rajesh S. Adani (up to 22.10.2018)

Mr. Pranav V. Adani, Director

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

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

Mr. Naresh Poddar, CFO (up to 31.01.2019)

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

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

f) Non Executive Directors

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

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

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

Terms and conditions of transactions with related parties

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

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

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

5.BUSINESS COMBINATION

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

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

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

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

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

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

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

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

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

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

7. RECENT INDIAN ACCOUNTING STANDARDS (IND AS)

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

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

b) Standards issued but not yet effective

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

Ind AS 116 - Leases

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

Amendments to existing Ind AS:

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

1. Ind AS 12 - Income Taxes

2. Ind AS 19 - Employee Benefits

8. OTHER DISCLOSURES

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

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

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

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

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

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

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

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

9 EVENTS OCCURRING AFTER THE BALANCE SHEET DATE

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

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

11 APPROVAL OF FINANCIAL STATEMENTS

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

12 PREVIOUS YEAR COMPARATIVES

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

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Mar 31, 2018

NOTE : 1 CORPORATE INFORMATION

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

Note: 2 INCOME TAX EXPENSE

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

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

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

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

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

Fair Value Hierarchy

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

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

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

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

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

Notes :

(a) Investments exclude Investment in Joint Ventures,

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

b) Financial Risk Management Objective and Policies :

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

Interest risk

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

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

Credit Risk

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

Liquidity risk

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

Maturity profile of financial liabilities :

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

Capital Management

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

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

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

NOTE : 4 OPERATING LEASES

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

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

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

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

NOTE : 5 CORPORATE SOCIAL RESPONSIBILITY

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

NOTE : 6 DISCLOSURES IN RESPECT OF EMPLOYEE BENEFIT OBLIGATIONS

(a) Defined Benefit Obligations :

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

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

a) Funding arrangements and Funding Policy

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

b) Expected Contribution during the next annual reporting period

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

c) Maturity Profile of Defined Benefit Obligation

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

ix) Risk Exposure and Asset Liability Matching

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

(b) Defined Benefit Contributions :

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

(c) Other Long Term Employee Benefits :

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

NOTE : 7 RELATED PARTY TRANSACTIONS

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

i) Name of related parties & description of relationship

A Ultimate Holding Company

Adam Enteipiises Lid B Holding Company

Adam Gas Holding Ltd

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

Adani Energy Ltd.

D Joint Venture

Indian Oil-Adani Gas Pvt Ltd

E Common Control Entity

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

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

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

Mr. Naresh Poddar, CFO

Mr, Hardik Sanghvi, Company Secretary

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

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

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

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

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

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

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

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

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

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

NOTE : 8 APPROVAL OF FINANCIAL STATEMENTS

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

NOTE: 9 PREVIOUS YEAR COMPARATIVES

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

The accompanying notes are an integral part of the financial statements