Your directors are pleased to present the 12^th Annual Report along with the Audited Financial Statements of your
Company for the financial year ended March 31, 2025 ("FY 2024-25/ FY25”).

Financial Performance

The Audited Financial Statements of your Company as on March 31, 2025, are prepared in accordance with the
relevant applicable Indian Accounting Standards ("Ind 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 which have
occurred between the end of the financial year and the date of this report.

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

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

Performance Highlights
Operational Highlights

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

Financial Highlights:

Consolidated -

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

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

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

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

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

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

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

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

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

Standalone:

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

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

Credit Rating

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

Dividend and Reserves
Dividend

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

Dividend Distribution Policy

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

Transfer to Reserves

As permitted under the Act, the Board does not propose
to transfer any amount to General Reserves. The closing
balance of the retained earnings of your Company for
FY 2024-25, after all appropriations and adjustments,
was ' 18,497.49 crore.

Share Capital

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

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

Non-Convertible Debentures (NCDs)

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

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

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

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

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

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

Public Deposits

There were no outstanding deposits within the meaning
of Section 73 and 74 of the Act read with rules made
thereunder at the end of FY 2024-25 or the previous
financial years. Your Company did not accept any deposit
during the year under review.

Particulars of loans, guarantees or investments

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

Subsidiaries, Joint Ventures and Associate
Companies

A list of subsidiaries / associates / joint ventures of
your Company is provided as part of the notes to the
consolidated financial statements.

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

Ý Adani Energy Solutions Step-Eleven Limited

Ý Adani Energy Solutions Step-Ten Limited

Ý Mahan Transmission Limited

Ý Adani Energy Solutions Global Limited

Ý Mundra I Transmission Limited

Ý Rajasthan Part I Power Transmission Limited

Ý Superheights Infraspace Private Limited

Ý Pune- III Transmission Limited

Ý Progressive Grid Networks Limited

Ý Jamnagar Transmission Limited

Ý Navinal Transmission Limited

Ý Khavda IVA Power Transmission Limited

Ý Pointleap Projects Private Limited

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

Ý Gopalaya Build Estate Private Limited

Ý North Maharashtra Power Limited

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

Ý North Maharashtra Power Limited

Pursuant to the provisions of Section 129, 134 and 136 of
the Act read with rules made thereunder and Regulation
33 of the SEBI Listing Regulations, your Company has
prepared consolidated financial statements of the
Company and a separate statement containing the
salient features of financial statement of subsidiaries,
joint ventures and associates in Form AOC-1, which forms
part of this Integrated Annual Report.

The annual financial statements and related detailed
information of the subsidiary companies shall be made
available to the shareholders of the holding and subsidiary
companies seeking such information on all working days
during business hours. The financial statements of the
subsidiary companies shall also be kept for inspection
by any shareholders during working hours at your
Company's registered office and that of the respective
subsidiary companies concerned. In accordance with
Section 136 of the Act, the audited financial statements,
including consolidated financial statements and related
information of your Company and audited accounts of
each of its subsidiaries, are available on website of your
Company (www.adanienergysolutions.com).

Material Subsidiaries

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

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

Directors and Key Managerial Personnels

As of March 31, 2025, your Company's Board had six
members comprising of one Executive Director, two
Non-Executive Non-Independent Directors and three
Non-Executive - Independent Directors including two
Woman Independent Directors. The details of the Board
and Committee composition, tenure of Directors, and
other details are available in the Corporate Governance
Report, which forms part of this Integrated Annual Report.

In terms of the requirement of the SEBI Listing
Regulations, the Board has identified core skills, expertise,
and competencies of the Directors in the context of your
Company's business for effective functioning. The key
skills, expertise and core competencies of the members
of the Board are detailed in the Corporate Governance
Report, which forms part of this Integrated Annual Report.

Appointment/ Cessation/ Change in Designation
of Directors

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

Re-appointment of Director(s) retiring by rotation

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

The Board recommends the re-appointment of
Mr. Rajesh S Adani (DIN: 00006322) as Director for your
approval. Brief details, as required under Secretarial
Standard-2 and Regulation 36 of SEBI Listing Regulations,
are provided in the Notice of ensuing AGM.

Declaration from Independent Directors

Your Company has received declarations from all the
Independent Directors of the Company confirming that
they meet the criteria of independence as prescribed
under Section 149(6) of the Act and Regulation 16(1)
(b) of the SEBI Listing Regulations and there has been
no change in the circumstances which may affect their
status as an Independent Director. The Independent
Directors have also given declaration of compliance with
Rules 6(1) and 6(2) of the Companies (Appointment and
Qualification of Directors) Rules, 2014, with respect to
their name appearing in the data bank of Independent
Directors maintained by the Indian Institute of
Corporate Affairs.

Key Managerial Personnel:

As on the date of this report, following are the Key
Managerial Personnel ("KMPs”) of your Company as per
Sections 2(51) and 203 of the Act:

Ý Mr. Anil Kumar Sardana, Managing Director

Ý Mr. Kandarp Suryakant Patel, Chief Executive Officer

Ý Mr. Kunjal Mahendra Mehta, Chief Financial Officer

Ý Mr. Jaladhi Atulchandra Shukla, Company Secretary

Committees of Board

As required under the Act and the SEBI Listing
Regulations, your Company has constituted various
statutory committees. Additionally, the Board has formed
other governance committees and sub-committees to
review specific business operations and governance
matters including any specific items that the Board may
decide to delegate. As on March 31, 2025, the Board has
constituted the following committees / sub-committees.

Statutory Committees:

Ý Audit Committee

Ý Nomination and Remuneration Committee

Ý Stakeholders' Relationship Committee

Ý Risk Management Committee

Ý Corporate Social Responsibility Committee

Governance Committees:

Ý Corporate Responsibility Committee

Ý Information Technology & Data Security Committee

Ý Legal, Regulatory & Tax Committee

Ý Reputation Risk Committee

Ý Merger & Acquisitions Committee

Ý Public Consumer Committee

Details of all the committees such as terms of reference,
composition and meetings held during the year under
review are disclosed in the Corporate Governance Report,
which forms part of this Integrated Annual Report.

Number of meetings of the Board

The Board met 5 (five) times during the year under
review. The intervening gap between the meetings did
not exceed 120 days, as prescribed under the Act and
SEBI Listing Regulations. The details of board meetings
and the attendance of the Directors are provided in the
Corporate Governance Report, which forms part of this
Integrated Annual Report.

Independent Directors' Meeting

The Independent Directors met on March 25, 2025,
without the attendance of Non-Independent Directors
and members of the management. The Independent
Directors reviewed the performance of Non-Independent
Directors, the Committees and the Board as a whole along
with the performance of the Chairman of your Company,
taking into account the views of Executive Directors
and Non-Executive Directors and assessed the quality,
quantity and timeliness of flow of information between
the management and the Board that is necessary for the
Board to effectively and reasonably perform their duties.

Board Evaluation

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

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

Board Familiarisation and Training Programme

The Board is regularly updated on changes in statutory
provisions, as applicable to your Company. The Board is also
updated on the operations, key trends and risk universe
applicable to your Company's business. These updates
help the Directors in keeping abreast of key changes and
their impact on your Company. An annual strategy retreat
is conducted by your Company where the Board provides

its inputs on the business strategy and long- term
sustainable growth for your Company. Additionally, the
Directors also participate in various programs /meetings
where subject matter experts apprise the Directors
on key global trends. The details of such programs are
provided in the Corporate Governance Report, which
forms part of this Integrated Annual Report.

Policy on Directors' appointment and
remuneration

Pursuant to Section 178(3) of the Act, your Company
has framed a policy on Directors' appointment and
remuneration and other matters ("Remuneration Policy”)
which is available on the website of your Company and
link for the same is given in Annexure-A of this report.

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

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

Board Diversity

Your Company recognizes and embraces the importance
of a diverse Board in its success. The Board has adopted
the Board Diversity Policy which sets out the approach
to the diversity of the Board of Directors. The said Policy
is available on your Company's website and link for the
same is given in Annexure-A of this report.

Succession Plan

Your Company has an effective mechanism for
succession planning which focuses on orderly succession
of Directors, Key Management Personnel and Senior
Management. The Nomination and Remuneration
Committee (NRC) implements this mechanism in
concurrence with the Board.

Directors' Responsibility Statement

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

a. in the preparation of the Annual Financial
Statements, the applicable accounting
standards have been followed and there are no
material departures;

b. they have selected such accounting policies and
applied them consistently and judgements and
estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of
your Company at the end of the financial year and
of the profit of your Company for that period;

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

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

e. they have laid down internal financial controls
to be followed by your Company and that such
internal financial controls are adequate and
operating effectively;

f. proper systems have been devised to ensure
compliance with the provisions of all applicable
laws and that such systems are adequate and
operating effectively.

Internal Financial control system and their
adequacy

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

Risk Management

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

Board policies

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

Compliance Management Mechanism

Your Company has deployed a Statutory Compliance
Mechanism providing guidance on broad categories of
applicable laws and process for monitoring compliance.
In furtherance to this, your Company has instituted
an online compliance management system within the
organization to monitor compliances and provide update
to the senior management on a periodic basis. The Audit
Committee and the Board periodically monitor the status
of compliances with applicable laws.

Corporate Social Responsibility (CSR)

The details of the CSR Committee are provided in the
Corporate Governance Report, which forms part of this
Integrated Annual Report. The CSR policy is available on
the website of your Company and link for the same is
given in Annexure-A of this report.

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

The Chief Financial Officer of your Company has certified
that CSR spends of your Company for FY 2024-25 have
been utilized for the purpose and in the manner approved
by the Board of your Company.

Management Discussion and Analysis

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

Corporate Governance Report

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

In compliance with corporate governance requirements
as per the SEBI Listing Regulations, your Company has
formulated and implemented a Code of Conduct for all
Board members and senior management personnel of
your Company ("Code of Conduct”), who have affirmed
the compliance thereto. The Code of Conduct is available
on the website of your Company and the link for the same
is given in Annexure-A of this report.

Business Responsibility & Sustainability
Report (BRSR)

In accordance with the SEBI Listing Regulations, the
BRSR for the FY 2024-25, describing the initiatives

taken by your Company from an Environment, Social
and Governance (ESG) perspective, forms part of this
Integrated Annual Report. In addition to BRSR, the
Integrated Annual Report of your Company provides
an insight into various ESG initiatives adopted by the
Company. The ESG disclosures including BRSR Core
have been independently assured and assessed by an
Independent Agency.

Annual Return

Pursuant to Section 134(3)(a) of the Act, the draft annual
return as on March 31, 2025 prepared in accordance with
Section 92(3) of the Act is made available on the website
of your Company and can be accessed using the link.

Transactions with Related Parties

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

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

The Audit Committee comprises solely of the Independent
Directors of your Company. The members of the Audit
Committee abstained from discussing and voting in the
transaction(s) in which they were interested.

During the year under review, your Company has not
entered any contracts, arrangements or transactions
that fall under the scope of Section 188 (1) of the Act.
Accordingly, the prescribed Form AOC-2 is not applicable
to your Company for FY 2024-25 and hence does not
form part of this report.

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

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

The Policy on Related Party Transactions is available on
your Company's website and can be accessed using the
link given in AnnEXurE-A of this report.

Pursuant to the provisions of Regulation 23 of the
SEBI Listing Regulations, your Company has filed half
yearly reports with the stock exchanges, for the related
party transactions.

Statutory Auditors & Auditors' Report

Pursuant to Section 139 of the Act read with rules made
thereunder, as amended, M/s. Walker Chandiok & Co LLP
Chartered Accountants (firm's registration no. 001076N/
N500013) were appointed as the Statutory Auditors
of your Company for the first term of five years till the
conclusion of 15^th Annual General Meeting (AGM) of your
Company to be held in the year 2028. The Statutory
Auditors of your Company have issued the Audit Report
with unmodified opinion on the Audited Financial Results
(Standalone and Consolidated) of your Company for the
financial year ended March 31, 2025.

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

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

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

Secretarial Auditors and Secretarial Auditors
Report

Pursuant to the provisions of Section 204 of the
Act, read with the rules made thereunder, the Board
re-appointed M/s. Chirag Shah & Associates, Practicing
Company Secretary firm, (C. P. No. 3498; Peer reviewed
certificate no. 6543/2025) to undertake the Secretarial
Audit of your Company for FY 2024-25. The Secretarial
Audit Report for the year under review is provided as
Annexure-B of this report.

Further, pursuant to amended Regulation 24A of SEBI
Listing Regulations, and subject to your approval being
sought as the ensuing AGM to be held on June 25,
2025, Practicing Company Secretary M/s Chirag Shah &
Associates (C. P. No. 3498 ; Peer review certificate no.
6543/2025) have been appointed as a Secretarial Auditor
to undertake the Secretarial Audit of your Company for
the first term of five consecutive years from financial
year 2025-26 to financial year 2029-30.

M/s Chirag Shah & Associates have confirmed that they
are not disqualified to be appointed as a Secretarial
Auditor and are eligible to hold office as Secretarial
Auditor of your Company.

Secretarial Audit of Material Unlisted Indian
Subsidiary

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

Secretarial Standards

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

Reporting fraud by Auditors

During the year under review, the Statutory Auditors and
Secretarial Auditor of your Company have not reported
any instances of fraud committed in your Company by
Company's officers or employees, to the Audit Committee,
as required under Section 143(12) of the Act.

Particulars of Employees

Your Company had 1,881 permanent employees
(consolidated basis) as of March 31, 2025.

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

The statement containing particulars of employees,
as required under Section 197 of the Act, read
with Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
is provided in a separate annexure forming part of
this report. However, in terms of Section 136 of the
Act, the Integrated Annual Report is being sent to the
shareholders and others entitled thereto, excluding the
said annexure, which is available for inspection by the

shareholders at the Registered Office of your Company
during business hours on working days of your Company.
If any shareholder is interested in obtaining a copy
thereof, such a shareholder may write to the Company
Secretary in this regard.

Prevention of Sexual Harassment at Workplace

As per the requirement of The Sexual Harassment
of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013 and rules made thereunder,
your Company has laid down a Prevention of Sexual
Harassment (POSH) Policy and has constituted Internal
Complaints Committees (ICs) at all relevant locations
across India to consider and resolve the complaints
related to sexual harassment. The ICs include external
members with relevant experience. The ICs presided
by senior women, conduct the investigations and make
decisions at the respective locations. Your Company has
zero tolerance on sexual harassment at the workplace.
The ICs also work extensively on creating awareness on
relevance of sexual harassment issues, including while
working remotely. The employees are required to undergo
mandatory training/ certification on POSH to sensitize
themselves and strengthen their awareness.

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

All new employees go through a detailed personal
orientation on POSH Policy adopted by your Company.

Vigil Mechanism

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

The vigil mechanism of your Company provides for
adequate safeguards against victimization of whistle
blowers who avail of the mechanism and also provides
for direct access to the Chairman of the Audit Committee
in exceptional cases.

No person has been denied access to the Chairman of
the Audit Committee. The said policy is uploaded on the
website of your Company and link for the same is given
in Annexure-A of this report.

During the year under review, your Company has not
received any complaints under the vigil mechanism.

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

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

Cyber Security

In view of increased cyberattack scenarios, the cyber
security maturity is reviewed periodically and the
processes, technology controls are enhanced in-line
with the threat scenarios. Your Company's technology
environment is enabled with real time security monitoring
with requisite controls at various layers starting from end
user machines to network, application and the data.

During the year under review, your Company did not face
any incidents or breaches or loss of data breaches in
Cyber Security.

Code for Prevention of Insider Trading

Your Company has adopted a Code of Conduct ("PIT
Code”) to regulate, monitor and report trading in your
Company's shares by your Company's designated persons
and their immediate relatives as per the requirements
under the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015.
The PIT Code, inter alia, lays down the procedures to be
followed by designated persons while trading/ dealing in
your Company's shares and sharing Unpublished Price
Sensitive Information ("UPSI”). The PIT Code covers your
Company's obligation to maintain a digital database,
mechanism for prevention of insider trading and handling
of UPSI, and the process to familiarize with the sensitivity
of UPSI. Further, it also includes code for practices and
procedures for fair disclosure of UPSI which have been
made available on your Company's website and link for
the same is given in Annexure-A of this report.

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

General Disclosures

Your Directors state that during the year under review:

1. Your Company did not issue any equity shares with
differential rights as to dividend, voting or otherwise.

2. Your Company did not issue shares (Including
sweat equity shares) to employees of your Company
under any scheme.

3. No significant or material orders were passed by
the Regulators or Courts or Tribunals which impact
the going concern status and your Company's
operation in future.

4. No application was made and no proceeding
was pending under the Insolvency and
Bankruptcy Code, 2016.

5. No one-time settlement of loan was obtained from
the Banks or Financial Institutions.

6. There were no revisions made in the financial
statements and Directors' Report of your Company.

Acknowledgement

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

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

For and on behalf of the Board of Directors

Gautam S. Adani

Place: Ahmedabad Chairman

Date: April 24, 2025 (DIN: 00006273)