r) Provisions, Contingent Liabilities & Contingent Assets
Provisions are recognised for when the Company has at present, legal or contractual obligation as a result of pastevents, only if it is probable that an outflow of resources embodying economic outgo or loss will be required andif the amount involved can be measured reliably. If the effect of the time value of money is material, provisionsare 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 bythe occurrence or non occurrence of one or more uncertain future events beyond the control of the Companyor a present obligation that is not recognized because it is not probable that an outflow of resources will berequired 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 itis management's assessment that the outcome is uncertain or cannot be reliably quantified, the claims aredisclosed 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 ofits financial effect are disclosed in notes to the financial statements.
The preparation of the Company's financial statements requires management to make judgments, estimates andassumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanyingdisclosures including contingent liabilities. The estimates and associated assumptions are based on experienceand other factors that management considers to be relevant. Actual results may significantly differ from theseestimates. The estimates and underlying assumptions are reviewed on an ongoing basis by the management ofthe Company. Revisions to accounting estimates are recognised in the period in which the estimate is revised ifthe revision affects only that period, or in the period of the revision and future periods if the revision affects bothcurrent and future periods. Uncertainty about these assumptions and estimates could result in outcomes thatrequire 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 reportingdate, that have a significant risk of causing a material adjustment to the carrying amounts of assets andliabilities within the next financial year, are described below. Existing circumstances and assumptionsabout future developments may change due to market changes or circumstances arising that are beyondthe 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 theassessment as to which components of the cost may be capitalised. Useful life of these assets is basedon the life prescribed in Schedule II to the Companies Act, 2013 or based on technical estimates, takinginto account the nature of the asset, estimated usage, expected residual values and operating conditionsof the asset. Management reviews its estimate of the useful lives of depreciable/ amortisable assets ateach reporting date, based on the expected utility of the assets. Uncertainties in these estimates relate totechnical and economic obsolescence that may change the utility of certain software, IT equipment andother plant and equipments.
ii) Taxes:
The Company's tax jurisdiction is India. Significant judgements are involved in estimating budgeted profits forthe purpose of paying advance tax, determining the provision for income taxes, including amount expectedto be paid/recovered for uncertain tax positions. Significant management judgement is also required todetermine the amount of deferred tax assets that can be recognised, based upon the likely timing and thelevel of future taxable profits together with future tax planning strategies, including estimates of temporarydifferences 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 observabledata to the extent available. Where such Level 1 inputs are not available, the Company establishes appropriatevaluation techniques and inputs to the model. The inputs to these models are taken from observable marketswhere 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 inassumptions 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 statelevies, 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 recognitionand measurement of other provisions are based on the assessment of the probability of an outflow ofresources, and on past experience and circumstances known at the balance sheet date. The actual outflowof 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 determinedusing actuarial valuations. An actuarial valuation involves making various assumptions that may differ fromactual developments in the future. These include the determination of the discount rate, future salaryincreases, attrition and mortality rates. Due to the complexities involved in the valuation and its long-termnature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions arereviewed at each reporting date.
vi) Inventory measurement:
The Company conducts volumetric surveys and assessments on a periodic basis using internal / externalexperts, basis which the quantity of inventories is estimated. The variations noted between book records andphysical 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 recoverableamount, which is the higher of its fair value less costs of disposal and its value in use. The fair value lesscosts of disposal calculation is based on available data for similar assets or observable market prices lessincremental costs for disposing of the asset. The value in use calculation is based on a discounted futurecash flows model. The recoverable amount is sensitive to the discount rate used for the discounted futurecash 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 GeneratingUnit (CGU) to become impaired and to test recoverability of potentially impaired assets. These conditionsinclude changes resulting from market and economic environment, including internal and externalfactors such as the Company's market capitalization, significant changes in the Company's planned useof 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 thelevel 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 onassumptions about risk of default and expected loss rates. The Company uses judgement in making theseassumptions and selecting the inputs to the impairment calculation based on the company's past historyand other factors like financial position of the counter-parties, market information and other relevant factorsat the end of each reporting period. In case of other financial assets, the Company applies general approachfor recognition of impairment losses wherein the Company uses judgement in considering the probabilityof default upon initial recognition and whether there has been a significant increase in credit risk on anongoing 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 gassales between last meter reading date and reporting date has been accrued by the Company based on pastaverage sales.
Ministry of Corporate Affairs ("MCA”) notifies new standards or amendments to the existing standards underCompanies (Indian Accounting Standards) Rules as issued from time to time. MCA has notified Ind AS - 117Insurance 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 basedon 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 ratemovements, exchange rate fluctuation collectively referred as Market Risk, Credit Risk, Liquidity Risk and Pricerisks. 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 CentralTreasury Team of the Company under the framework of Risk Management Policy for Currency and Interest rate riskas approved by the Board of Directors of the Company. The Company's central treasury team ensures appropriatefinancial risk governance framework for the Company through appropriate policies & procedures and financialrisks 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 becauseof changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk andprice risk. Financial instruments affected by market risk include loans and borrowings, trade payables fornatural 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 cashmanagement activities. The Company's exposure to the risk of changes in market interest ratesrelates primarily to the Company's long-term debt obligations with floating interest rates and periodof borrowings. The Company manages its interest rate risk by having a balanced portfolio of fixed andvariable rate loans and borrowings.The Company enters into derivative contracts to manage its exposureto 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 outstandingat the end of the reporting period was outstanding for the whole year however the year end balancesare 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 effecton the Company's result in the current reporting period and future periods. The company's exposureto commodity risk is in relation to volatility in prices of natural gas. The administered price determinedby the PPAC cell of Petroleum and Natural Gas Regulatory Board minimises the company's exposure toprice risk . The Company manages its risk by maintaining a balanced procurement at administered andspot purchase rates. Further, risk arising on account of fluctuations in price of natural gas is mitigatedby 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 tomanage its price risk arising from investments, the Company diversifies its portfolio in accordance withthe 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 obligationsresulting in a loss to the Company. Financial instruments that are subject to credit risk principally consistof 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 madeto high credit worthy entities and balance credit sales are against securities in the form of customer securitydeposits 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 whereprovision 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 equityreserves attributable to the equity shareholders of the Company. The primary objective of the Companywhen managing capital is to safeguard its ability to continue as a going concern and to maintain an optimalcapital structure so as to maximize shareholder value.
The Company sets the amount of capital required on the basis of annual business and long-term operatingplans 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 meetanticipated 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 onlywhen 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 wellas concentration of risks. Credit risk is controlled by analysing credit limits and creditworthiness of counterparties on continuous basis with appropriate approval mechanism for sanction of credit limits. Credit riskfrom balances with banks, financial institutions and investments is managed by the Company's treasury teamin accordance with the Company's risk management policy. Cash and cash equivalents and Bank depositsare 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 associatedwith its financial liabilities. The Company monitors its risk of shortage of funds using cash flow forecastingmodels. These models consider the maturity of its financial investments, committed funding and projectedcash flows from operations. The Company's objective is to provide financial resources to meet its businessobjectives in a timely, cost effective and reliable manner and to manage its capital structure. A balancebetween continuity of funding and flexibility is maintained through continued support from its lenders andtrade 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 orderto achieve this overall objective, the Company's capital management, amongst other things, aims to ensurethat it meets financial covenants attached to the interest-bearing loans and borrowings that define capitalstructure requirements. Breaches in meeting the financial covenants would permit the bank to immediatelycall loans and borrowings. No changes were made in the objectives, policies or processes for managingcapital 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, wherederivatives do not meet the hedge accounting criteria, they are accounted for at fair value through profit orloss. Information about the outstanding fair value of derivatives used as hedging instruments as at the endof 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 theCompany'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 ofthe hedge contracts match the terms of hedge items. The Company has established a hedge ratio of 1:1 forthe hedging relationships as the underlying risk of the foreign exchange and interest rate are identical tothe hedged risk components. To test the hedge effectiveness, the Company compares the changes in thefair value of the hedging instruments against the changes in fair value of the hedged items attributable tothe 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 effectof the counterparty and the Company's own credit risk on the fair value of hedge contracts, which is notreflected 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 thatdate, applicable to the period over which the obligation is to be settled. There has been significant changein 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 analysisfrom 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 dataprovided by the Company. Any deficit in the assets arising as a result of such valuation is fundedby 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)
a) The Hon'ble Supreme Court on September 28, 2021 has disposed of an appeal filed by the Company claimingdeemed authorization for Sanand, Bavla and Dholka (Outer Ahmedabad City) to lay and maintain the gasdistribution network. The Company has sought suitable directions from the PNGRB for the compliance ofHon'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 PNGRBto 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 GeographicalAreas namely Ludhiana, Jalandhar and Kutch (East). During the year ended March 31, 2025 the authorizationfor Jalandhar has been transferred to the Company by the Petroleum and Natural Gas Regulatory Board ('thePNGRB'). The intended transaction is yet to be consummated.
c) The Company has filed an appeal at Appellate Tribunal for Electricity (APTEL) challenging the impugned ordersdated April 25, 2023 and April 26, 2023, passed by the PNGRB, whereunder the Company's application forauthorisation has been rejected in relation to the laying, building, operating and expanding a City Gas DistributionNetwork in Noida District (including Greater Noida) Geographical Area and also for bifurcating Faridabad GA intoF1 and F2 and awarding F1 to other entity.
a) No funds have been advanced or loaned or invested (either from borrowed funds or share premium or anyother 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 shalldirectly or indirectly lend or invest in other persons or entities identified in any manner whatsoever (Ultimatebeneficiaries) by or on behalf of the company or provide any guarantee, security or the like on behalf of theUltimate Beneficiaries.
No funds have been received by the Company from any persons or entities, including foreign entities ("FundingParties”), with the understanding, whether recorded in writing or otherwise, that the Company shall directly orindirectly, 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 theUltimate Beneficiaries.
b) There are no proceedings initiated or pending against the Company for holding any benami property under theBenami 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 248of 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 thestatutory period.
f) The Company is in compliance with the number of layers prescribed under clause (87) of section 2 of the Act readwith 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 beensurrendered or disclosed as income during the year (and previous year) in the tax assessments under the IncomeTax 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 submittedthe 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 againstAdani group entities including the Company. On January 03, 2024, the Hon'ble Supreme Court ("SC”) disposed ofall matters of appeal in various petitions including separate independent investigations relating to the allegationin SSR and stated that the Securities and Exchange Board of India ("SEBI”) should complete the investigationon 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 onavailable information.
Pursuant to the SC order, various legal and regulatory proceedings by the SEBI, legal opinions obtained by theCompany 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 ShowCause Notice (SCN) from the SEBI relating to validity of Peer Review Certificate (PRC) of the former statutoryauditor in respect of an earlier period, the Management of the Company concluded that there were no materialconsequences of the SSR and the Company continues to hold good its position as regards the compliance ofapplicable laws and regulations.
58 The Company uses an accounting software for maintaining its books of account which has a feature of recordingaudit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recordedin the accounting software except the audit trail feature is enabled, for certain direct changes to SAP applicationand its underlying HANA database when using certain privileged / administrative access rights by authorisedusers where the process is started during the year and stabilized from March 17, 2025. Further, there is noinstance of audit trail feature being tampered with in respect of the accounting software where such feature isenabled. Additionally, the audit trail has been preserved by the Company as per the statutory requirements forrecord 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 Courtfor the Eastern District of New York against a non-executive director of the Company. The director is indicted by USDOJ for alleged securities & wire fraud conspiracy and securities fraud for misleading statements and civil complaintby US SEC in respect of alleged omission of disclosure of material facts in certain statements. The Company is notnamed in these matters.
Having regard to the status of the above-mentioned matters, and the fact that the matters stated above do notpertain to the Company, there is no impact to these financial statements.
The Company evaluates events and transactions that occur subsequent to the balance sheet date but prior toapproval of the financial statements to determine the necessity for recognition and/or reporting of any of theseevents and transactions in the financial statements. As of April 28, 2025 there are no subsequent events to berecognized 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 ' 1each for the financial year 2024-25. This proposed dividend is subject to approval of shareholders in the ensuingannual general meeting.
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 SecretaryDIN - 00165062
Place : Ahmedabad Place : Ahmedabad
Date : April 28, 2025 Date : April 28, 2025