Dear Shareholders,

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

The Audited Financial Statements of your Company as on 31st March 2023, are prepared in accordance with the relevant applicable Ind AS and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

The summarized financial highlight is depicted below:

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

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

Consolidated Financial Results:

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

Consolidated Operational Highlights:

• In FY 2022-23 your Company has achieved CNG

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

• Your Company has achieved the PNG Sales Volume

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

• Along with its JV i.e. IndianOil Adani Gas Private Limited (IOAGPL). The Company now has operating license in 52 Geographical Areas.

• E-mobility - 104 charge point energize and approx. 2 Lakh KWH unit sold.

• Biomass - Initiated construction of India's largest biogas plant in Barsana, near Mathura which will have capacity to process 600 TPD of feedstock and produce about 42.6 TPD of CBG and 217 TPD of Organic manure.

• JV - Smartmeters Technologies Private Limited has established & operationalized manufacturing of mechanical gas meters.

Consolidated Financial Highlights:

• FY 2022-23 Revenue from Operations increased by 46% over FY 2021-22, from Rs.3,206.36 Crore to Rs.4,683.39 Crore.

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

Standalone Financial Results:

On standalone basis, your Company registered revenue from operations of Rs.4,683.23 Crore and PAT of Rs. 529.82 Crore.

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

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

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

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

The dividend recommended is in accordance with your Company's Dividend Distribution Policy. The Dividend Distribution Policy, in terms of Regulation 43A of the SEBI Listing Regulations is available on your Company's website at https://www.adanigas.com/investors/ corporate-governance

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

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

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

A list of bodies corporate which are subsidiaries/ associates/ joint ventures of your Company is provided as part of the notes to Consolidated Financial Statements.

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

• Adani TotalEnergies Biomass Limited

• Adani TotalEnergies E-mobility Limited

As on 31st March, 2023, your Company had 2 subsidiaries and 2 joint ventures companies. Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, your Company has prepared Consolidated Financial Statements of your Company and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1, which forms part of this Annual Report.

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

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

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

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

As of 31st March, 2023, your Company's Board of Directors ("Board") had ten members comprising of four Non-Executive Directors, one Executive Director and five Independent Directors. The Board has three Women Directors out of which two are Independent Directors. The details of Board and Committee composition, tenure of Directors, areas of expertise and other details are available in the Corporate Governance Report, which forms part of this Annual Report.

Mr. Jose Ignacio Sanz Saiz (DIN: 08705604) and Mr. Maheswar Sahu (DIN: 00034051) has resigned as Directors of your Company w.e.f. 4th August, 2022 and 3rd November, 2023 respectively. The Board place on record the deep appreciation for valuable services and guidance provided by them during the tenure of their Directorship.

Mr. Shashi Shanker (DIN: 06447938) was appointed as an Additional Director (Non-Executive, Independent) by the Board at its meeting held on 4th May, 2022 and subsequently by the shareholder at 17th Annual General Meeting held on 26th July, 2022.

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

Mr. Shailesh Haribhakti (DIN: 0 0 0 07347) was appointed as an Additional Director (Non-Executive, Independent) by the Board at its meeting held on 3rd November, 2022 and subsequently by the shareholders by postal ballot process on 26th January, 2023.

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

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

During the year under review, Mr. Suresh P Manglani (DIN: 00165062) was appointed as an Additional Director and Whole-time Director designated as Executive Director and CEO by the Board of Directors at its meeting held on 9th February, 2023 and subsequently by the shareholders by postal ballot process on 6th April, 2023.

Pursuant to provision of Section 203 of the Act, Mr. Suresh P Manglani, Executive Director & Chief Executive Officer, Mr. Parag Parikh, Chief Financial Officer and Mr. Gunjan Taunk, Company Secretary are Key Managerial Personnel of your Company as on 31st March, 2023.

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

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

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

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

As a step towards better governance practice, this year your Company engaged an experienced professional, to conduct the Board evaluation process which was facilitated through an online secured module ensuring transparent, effective and independent involvement of the management. The evaluation was conducted through a tailored questionnaire having qualitative parameters and constructive feedback based on ratings. Recommendations arising from the evaluation pro cess were considered by the Board to o ptimize the effectiveness and functioning of Board and its Committees.

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

During the year under review, your Company also conducted separate meetings for familiarization of the Directors on different aspects.

Your Company's policy on Directors' appointment and remuneration and other matters (Remuneration Policy) pursuant to Section 178(3) of the Act is available on Company's website at https://www.adanigas.com/ investors/corporate-governance.

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

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

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

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

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

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

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

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

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

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

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

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

The brief details of the CSR Committee are provided in the Corporate Governance Report, which forms part of this Annual Report. The CSR policy and CSR Plan is available on Company's website of your Company at https://www.adanigas.com/investors/corporate governance. The Annual Report on CSR activities is annexed and forms part of this Annual Report.

Further. The Chief Financial Officer of your Company has certified that CSR spends of your Company for the FY 2022-23 have been utilized for the purpose and in the manner approved by the Board of Director of the Company.

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

In compliance with Corporate Governance requirements as per the SEBI Listing Regulations, your Company has formulated and implemented a Code of Conduct for all Board members and Senior Management Personnel of your Company ("Code of Conduct"), who have affirmed the compliance thereto. The Code of Conduct is available on the website of your Company's at https://www.adanigas.com/investors/corporate- governance.

In accordance with the SEBI Listing Regulations. The Business Responsibility & Sustainability Report, describing the initiatives taken by your Company from an environment, social and governance perspective for the year ended 31st March, 2023, forms part of this Annual Report.

Pursuant to Section 134(3) (a) of the Act. The draft annual return as on 31st March, 2023 prepared in accordance with Section 92(3) of the Act is made available on the website of your Company and can be assessed using the link https://www.adanigas.com/ investors/investor-downloads

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Pursuant to Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, Board of Directors in its meeting held on 2nd May, 2023 had appointed M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No.: 001076N/N500013) as the Statutory Auditors of the Company, in place of M/s. Shah Dhandharia & Co. LLP, for a first term of 5 years.

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

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

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

Explanation to Auditors' Comment:

The Auditors' Qualification has been appropriately dealt with in Note No. 54 of the Notes to the Audited Financial Statements (Standalone and Consolidated).

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

Your Company has re-appointed M/s. N.D. Birla & Co., Practicing Cost Accountants, to conduct audit of cost records maintained for Petroleum Products of your Company for the year ended 31st March, 2023.

The Cost Audit Report for the FY 2021-22 was filed before the due date with the MCA.

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

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

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

Your Company had 550 employees (on consolidated basis) as of 31st March, 2023.

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

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

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

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

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

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

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

The Vigil Mechanism of your Company provides for adequate safeguards against victimization of Directors and employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases.

No person has been denied access to the Chairman of the Audit Committee. The said policy is uploaded on the website of your Company at https://www.adanigas. com/investors/corporate-governance.

During the year under review, your Company had not received any complaint under the whistle blower policy.

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

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