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NOTES TO ACCOUNTS

Adani Total Gas Ltd.

You can view the entire text of Notes to accounts of the company for the latest year
Market Cap. (₹) 74077.71 Cr. P/BV 18.94 Book Value (₹) 35.56
52 Week High/Low (₹) 942/533 FV/ML 1/1 P/E(X) 113.20
Bookclosure 13/06/2025 EPS (₹) 5.95 Div Yield (%) 0.04
Year End :2025-03 

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.

in nrnrcA

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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