Dear Shareholders,
Your Directors are pleased to present the 21st Annual Report along with
the Audited Financial Statements of your
Company for the financial year ended March 31, 2026 ("FY 2025-26/
FY26").
Financial Performance
The Audited Financial Statements of your Company (Standalone and
Consolidated) as on March 31, 2026, 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:
(Rs. in crore)
|
Consolidated |
Standalone |
| Particulars |
2025-26 |
2024-25 |
2025-26 |
2024-25 |
Revenue from operations |
6,408.53 |
5,411.68 |
6,377.63 |
5,397.90 |
| Operating Expenses |
4,540.74 |
3,683.79 |
4,532.86 |
3,680.11 |
| Administrative & Other Expenses |
673.19 |
594.66 |
656.89 |
584.65 |
| Total Expenditure |
5,213.93 |
4,278.45 |
5,189.75 |
4,264.76 |
Operating EBITDA |
1,194.60 |
1,133.23 |
1,187.88 |
1,133.14 |
| Other Income |
37.87 |
30.80 |
37.41 |
33.66 |
EBITDA |
1,232.47 |
1,164.03 |
1,225.29 |
1,166.80 |
| Finance Costs |
129.43 |
100.65 |
129.05 |
100.32 |
| Depreciation and Amortisation Expenses |
243.14 |
203.58 |
233.19 |
198.04 |
| Profit for the year before Exceptional Items
& Tax |
859.90 |
859.80 |
863.05 |
868.44 |
Profit before tax |
859.90 |
859.80 |
863.05 |
868.44 |
| Tax Expense |
226.17 |
220.42 |
226.17 |
220.42 |
| Profit for the year before share of profit /
(loss) from joint ventures |
633.73 |
639.38 |
636.88 |
648.02 |
| Share of profit / (loss) from joint ventures |
21.99 |
15.03 |
- |
- |
Net Profit / (Loss) after Joint Ventures |
655.72 |
654.41 |
636.88 |
648.02 |
Note:
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. Further, there has been no change in nature of business of your
Company.
Performance Highlights
Consolidated Financial Results:
The Audited Consolidated Financial Statements of your Company as on
March 31, 2026, forms part of this Integrated Annual Report.
The key aspects of your Company's consolidated performance during
the FY 2025-26 are as follows:
Consolidated Operational Highlights:
TherecentconflictinWestAsiaresultedinunprecedented energy supply shock
throughout the world, affecting nearly 35% of crude and 20% of LNG trade through seaborne
routes, which pass through the Strait of Hormuz. The immediate implications of this
conflict were increased volatility in natural gas and sustained higher crude oil prices,
as well as supply disruptions in imported oil and gas. Despite these challenges, your
Company has: achieved double digit volume growth of 14% YoY, reaching 1,133.18 MMSCM in FY
2025-26, crossing 3.10 MMSCMD in average daily gas sales. achieved CNG Sales Volume of
782.50 MMSCM which is 69 % of FY 2025-26 Sales Volume. achieved PNG Sales Volume of 350.68
MMSCM which is 31 % of FY 2025-26 Sales Volume. expanded its PNG network to 10.99 Lakh
homes, crossing the One Million homes milestone and now has 705 CNG stations through its
15,576 Inch-Km of Steel pipeline across its 34 Geographical Areas.
strengthened its infrastructure base further by adding new 9 City
Gas Stations (CGS) during the year, and 1 LCNG plant taking total CGS to 26 and LCNG to 5.
Your Company, alongwith its joint venture company IndianOil Adani Gas
Private Limited, now has operating license in 53 Geographical Areas, within which, it
operates 1169 CNG stations and has more than 1.3 million connected homes and 28,000+
Inch-Km steel pipeline network.
Your Company, through its wholly owned subsidiary Adani TotalEnergies
E-Mobility Limited has 5,100 charge points (installed) and overall capacity of 54 MW. Your
Company, through its wholly owned subsidiary Adani TotalEnergies Biomass Limited has sold
1,654 MT Compressed Biogas (CBG) and 4620 MT Organic Manure (Digestate + Fermented Organic
Manure) .
Your Company, through its joint venture company Smartmeters
Technologies Private Limited, has sold 1,83,675 Mechanical Gas Meters in FY 2025-26.
Consolidated Financial Highlights:
Revenue from Operations increased by 18% over FY 2024-25, from `
5,411.68 crore to ` 6,408.53 crore. EBITDA increased by 6% Y-o-Y to ` 1,232.47 crore vs. `
1,164.03 crore in FY 2024-25.
Standalone Financial Results:
On standalone basis, your Company registered revenue from operations of
` 6,377.63 crore (18.15% up from 5,397.90 crore in FY 2024-25) and PAT of ` 636.88 crore
(1.72% down from 648.02 crore in FY 2024-25).
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 and ESG Rating:
Your Company's financial discipline and prudence are reflected in
the strong credit ratings ascribed by rating agencies. During the year under review, your
Company's long-term credit rating has been upgraded to AA+ (stable)' by
ICRA, with CRISIL and CareEdge having assigned fresh AA+ (Stable) rating, which reflects
your Company's financial discipline and prudence.
Your Company also achieved notable upgrades from leading ESG rating
agencies including S&P Global, CDP, CRISIL, CareEdge, and NSE Sustainability etc. A
key milestone was the Company's upgrade in the S&P Dow
Jones Sustainability Index, where it ranked 9th globally within the Gas
Utilities sector. The details of credit and ESG ratings are disclosed in the Corporate
Governance Report, which forms part of this Integrated Annual Report.
Dividend and Reserves
Dividend:
Your Directors have recommended a dividend of ` 0.25 (25%) per Equity
Share of ` 1 each for FY 2025-26. The dividend is subject to approval of shareholders at
the ensuing Annual General Meeting (AGM) and shall be subject to deduction of tax at
source. The dividend, if approved by the shareholders, would involve a cash outflow of `
27.5 crore.
Your Company has fixed Friday, June 12, 2026 as the
Record Date' for determining entitlement of shareholders to
final dividend for the financial year ended March 31, 2026, if approved at the AGM.
Dividend Distribution Policy:
The Dividend Distribution Policy, in terms of Regulation 43A of the
SEBI Listing Regulations is available on your
Company's website and link for the same is given in
Annexure-A of this report.
Unclaimed Dividends:
Details of outstanding and unclaimed dividends previously declared and
paid by your Company are given under the Corporate Governance Report, which forms part of
this Integrated Annual Report.
Investor Education and Protection Fund (IEPF)
During the financial year 2026-27, your Company has to transfer
unclaimed and un-paid dividends pertaining to the year 2019 to IEPF. Further,
corresponding shares, on which dividends have remained unclaimed and unpaid for seven
consecutive years, will be transferred to IEPF as per the requirements of the IEPF Rules.
The details of the resultant benefits arising out of shares already transferred to the
IEPF, year wise amounts of unclaimed / un-paid dividends lying in the unpaid dividend
account up to the year, and the corresponding shares, which are liable to be transferred,
are provided in the shareholder information section of the Corporate Governance
Report forming part of this Integrated Annual Report and are also
available on your Company's website at www.adanigas.com.
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
FY26, after all appropriations and adjustments, was ` 4,532.59 crore.
Share Capital
During the year under review, there was no change in the authorized and
paid-up share capital of your Company. The authorised share capital of your Company as on
March 31, 2026 stood at ` 510 crore divided into 5,09,95,00,000 equity shares of face
value of ` 1 each and 50,000 preference shares of face value of ` 10 each. The paid-up
equity share capital of your Company is ` 109.98 crore.
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 FY26 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 loans,
guarantees, investments or securities 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 particulars of loans, guarantees and investments 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. Your Company has
following subsidiaries/joint ventures as on March 31, 2026:
Subsidiaries:
Adani TotalEnergies E-Mobility Limited Adani TotalEnergies Biomass
Limited
Joint Venture:
IndianOil - Adani Gas Private Limited Smartmeters Technologies
Private 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.adanigas.com).
Material Subsidiaries:
As per criteria given in Regulation 16 of the SEBI Listing Regulations,
based on financial statements as on March 31, 2026, your Company had no unlisted material
subsidiary. Your Company has formulated a policy for determining material subsidiaries.
The policy is available on your Company's website and link for the same is given in Annexure-A
of this report.
Pursuant to Section 134 of the Act read with rules made thereunder, the
details of developments 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, 2026, your Company's Board had ten members
comprising of one Executive Director, four Non-Executive & Non-Independent Directors
and five Independent Directors including one Woman Director. 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 and Key
Managerial Personnel
During the year under review, the following changes took place in the
Directorships:
Appointment/Re-Appointment:
Ms Gauri Trivedi (DIN: 06502788) was re-appointed as an Independent
Director on the Board of your Company w.e.f August 5, 2025 for a second term of three
years. Her appointment was approved by the shareholders vide a Special Resolution passed
through Postal Ballot process on August 1, 2025.
Mr K Jairaj (DIN: 01875126) was appointed as an Additional Director
(Non - Executive and Independent) on the Board of your Company w.e.f. November 3, 2025 for
an initial term of three years.
His appointment was approved by the shareholders vide a Special
Resolution passed through Postal
Ballot process on January 23, 2026.
Mr Suresh P Manglani (DIN: 00165062) was re-appointed as Whole-time
Director, designated as Executive Director, on the Board of your Company on w.e.f.
February 9, 2026 for a term of one year.
Shareholders' approval is being sought through the postal ballot
process, and voting in this regard remains open from April 7, 2026 to May 6, 2026.
Cessation:
Mr Shailesh Haribhakti (DIN: 00007347) ceased as an Independent
Director of your Company w.e.f. November 2, 2025 on completion of his tenure. The Board
places on record the deep appreciation for valuable services and guidance provided by him
during his tenure as a Director.
Re-appointment of Director(s) Retiring by Rotation:
In accordance with the provisions of Section 152 of the Act, read with
rules made thereunder and Articles of Association of your Company, Mr Gautam S. Adani
(DIN: 00006273) and Dr. Sangkaran Ratnam (DIN: 10333311) are liable to retire by rotation
at the ensuing AGM and being eligible, offers themselves for re-appointment. The Board, on
the recommendation of Nomination and Remuneration Committee (NRC) of your Company,
recommends the re-appointment of Mr Gautam S. Adani and Dr. Sangkaran Ratnam as Directors
for your approval. The 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 your 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:
During the year under review, Ms. Mira Soni ceased to be the Company
Secretary and Compliance Officer of the Company w.e.f. closure of business hours on May
31, 2025 and Mr. Anil Agrawal was appointed as the Company Secretary and Compliance
Officer of the Company w.e.f. June 1, 2025.
Mr Parag Parikh ceased to be the Chief Financial Officer of the Company
effective from close of business hours on September 30, 2025 and Mr Preyash Jhaveri was
appointed as an Interim Chief Financial Officer of the Company w.e.f. December 22, 2025.
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: Mr Suresh P.
Manglani, Executive Director & Chief Executive Officer Mr Preyash Jhaveri, Interim
Chief Financial Officer Mr Anil Agrawal, 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, 2026, the Board has constituted the following committees / sub-committees:
Statutory Committees:
Audit Committee
Nomination and Remuneration Committee
Stakeholders Relationship Committee
Risk Management Committee
Corporate Social Responsibility Committee
Governance Committees:
Corporate Responsibility Committee
Information Technology & Data Security Committee
Legal, Regulatory & Tax Committee
Reputation Risk Committee
Merger & Acquisitions Committee to
Public Consumer Committee Commodity Price Risk 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 6 (Six) 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.
Board Evaluation
The Nomination and Remuneration Committee ("NRC") has laid
down the criteria and based thereon formulated an internal questionnaire for carrying out
the performance evaluation of individual Directors (including the Chairman), the
Committees of the Board and the Board as a whole for FY 2025-26.
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.
The results of the evaluation confirmed high level of commitment and
engagement of the Board, its various Committees and senior leadership. The recommendations
arising from the evaluation process were discussed at the
Independent Directors' meeting held on March 26, 2026 and also at
the NRC Meeting and Board meeting held on April 27, 2026. The suggestions were considered
by the
Board to optimize the effectiveness and functioning of the Board and
its Committees.
Independent Directors' Meeting
The Independent Directors met on March 26, 2026, 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 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 NRC 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 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 from the same; b. such accounting policies have been selected and
applied consistently and judgements and estimates have been made that are reasonable and
prudent so as to give a true and fair view of the state of affairs of 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. internal financial controls
have been laid down 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.
is 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 Board has also constituted few sub-committees of RMC
to ensure focused discussion on specific risks such as information technology & data
security, legal, regulatory & tax, reputation and commodity price risk. The Audit
Committee has additional oversight in the area of financial risks and controls. The major
risks identified by the businesses are systematically addressed through mitigation actions
on a continual basis. Further details on the Risk Management activities, including the
implementation of risk management policy, key risks identified and their mitigations are
covered in Management Discussion and Analysis Report, which forms part of this Integrated
Annual 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 updates to the senior management on a periodic basis.
The Audit Committee and the Board periodically monitor the status of
compliances with applicable laws.
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.
Corporate Social Responsibility (CSR)
A detailed report on the Company's CSR initiatives has been
provided in the Social Capital section of this Integrated Annual Report. The details of
the CSR Committee, terms of reference, meetings held during the year 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
Integrated Annual Report.
The Interim Chief Financial Officer of your Company has certified that
CSR spending of your Company for FY 2025-26 has 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 maintaining 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 FY
2025-26, 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 on various
ESG initiatives adopted by your Company. The ESG disclosures are in compliance with BRSR
core and have been independently assured by M/s SGS India Private Limited.
Annual Return
Pursuant to Section 134(3)(a) of the Act, the draft annual return as on
March 31, 2026 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 www.adanigas.com
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, your Company has not entered into any
transactions with related parties which could be considered material in terms of Section
188 of the Act. Accordingly, the disclosure of related party transactions as required
under Section 134(3)(h) of the Act, in Form AOC 2, is not applicable and hence does not
forms part of this report.
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 Registration No
001076N/N500013) have been appointed as the Statutory Auditors of your Company for the
first term of five years till the conclusion of 23 rd Annual General Meeting (AGM) of your
Company to be held in the year 2028. 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 attended the previous AGM of
your Company held on June 25, 2025. Statutory Auditors have expressed their unmodified
opinion on the Standalone and Consolidated Audited Financial Statements and their reports
do not contain any qualifications, reservations, adverse remarks, or disclaimers.
The Notes to the financial statements referred in the Auditors'
Report are self-explanatory.
Secretarial Auditors and Secretarial Auditors Report
Pursuant to the provisions of Section 204 of the Act, read with the
rules made thereunder and Regulation 24A of SEBI Listing Regulations, M/s Makarand M.
Joshi & Co, Practicing Company Secretaries, Mumbai (Peer Review Number: P2009MH007000)
were 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 Makarand M. Joshi & Co, have confirmed that they are not disqualified to
continue as a Secretarial Auditor and are eligible to hold office as Secretarial Auditor
of your Company. The Secretarial Audit Report for the year under review is provided as Annexure-B
of this 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.
Cost Records and Cost Auditors
During the year under review, in accordance with Section 148(1) of the
Act, your Company has maintained the accounts and cost records, as specified by the
Central Government. Such cost accounts and records are subject to audit by M/s N. D. Birla
& Co., Cost Auditors of the Company for FY 2025-26.
The Board has re-appointed M/s N. D. Birla & Co., Cost
Accountants as Cost Auditors of your Company for conducting cost audit
for FY 2026-27. A resolution seeking approval of the shareholders for ratifying the
remuneration payable to the Cost Auditors for FY 2026-27 is provided in the Notice of the
ensuing AGM.
The Cost accounts and records as required to be maintained under
section 148 (1) of the Act are duly made and maintained by your Company.
Reporting of Frauds 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 its officers or employees, to the Audit Committee, as
required under Section 143(12) of the Act.
Particulars of Employees
Your Company had 528 (consolidated basis) employees as of March 31,
2026.
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
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. The employees undergo mandatory training /
certification on POSH Policy to sensitize themselves and strengthen their awareness.
Compliance with Maternity Benefits Act, 1961
Your Company is committed to ensuring a safe, supportive, and
inclusive workplace for all women employees.
All eligible women employees have been extended the benefits under the
said Act, including maternity leave, nursing breaks, and other statutory entitlements as
prescribed. Your Company has duly complied with the provisions of the Maternity Benefits
Act, 1961, as amended from time to time. Your Company continuously strives to maintain a
work environment that upholds the rights and well-being of its women workforce in
accordance with applicable laws.
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 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. 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, two cases were reported under the whistle
blower policy. Both these cases related to employee misconduct and were redressed
appropriately.
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 being 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
The Chairman, Executive Director & CEO of your Company did not
receive any remuneration or commission from any of the subsidiaries of your Company.
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
operations 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,
Ministry of Petroleum and Natural Gas, The Petroleum and Natural Gas Regulatory Board,
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 27, 2026 |
DIN: 0000627 |