ADANI TOTAL GAS LIMITED — Proxy Solicitation & Information Statement 2022

Dec 26, 2022

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26[th] December 2022

BSE Limited P J Towers, Dalal Street, Mumbai – 400001 Scrip Code: 542066

National Stock Exchange of India Limited Exchange plaza, Bandra-Kurla Complex, Bandra (E) Mumbai – 400051 Scrip Code: ATGL

Dear Sir/Madam,

Sub: Notice of Postal Ballot under Section 110 of the Companies Act, 2013

Pursuant to Regulation 30 and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations. 2015. We enclose herewith copy of Notice of Postal Ballot dated 21[st] December 2022 along with Explanatory Statement.

You are requested to take the same on your record.

Thanking you,

Yours faithfully,

For Adani Total Gas Limited

GUNJAN Digitally signed by GUNJAN MAHESHKUMAR MAHESHKUMAR TAUNK Date: 2022.12.26 11:57:55 TAUNK +05'30'

Gunjan Taunk Company Secretary

Encl.: As above.

Adani Total Gas Limited (Formerly known as Adani Gas Ltd) Heritage Building, 8[th] floor, Ashram Road, Usmanpura, Ahmedabad-380014, Gujarat, India CIN: L40100GJ2005PLC046553

Tel +91 79 2754 1988 Fax +91 79 2754 2988 info@adani.com www.adanigas.com

Registered Office: “Adani Corporate House”, Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad - 382421

Gas

ADANI TOTAL GAS LIMITED

Registered Office: “Adani Corporate House”, Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad - 382421 Phone No.: +91-79-26565555 Fax No. : +91-79-25555500 Website: www.adanigas.com; Email Id: investor.agl@adani.com CIN: L40100GJ2005PLC046553

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NOTICE OF POSTAL BALLOT

[Pursuant to Sections 108 and 110 of the Companies Act, 2013 (“the Act”) read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014]

Dear Members,

Notice is hereby given that pursuant to the provisions of Section 110 and all other applicable provisions, if any, of the Act, read together with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) (“ Rules ”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “ SEBI Listing Regulations ”), General Circular Nos. 14/2020 dated 8th April, 2020, 17/2020 dated 13th April, 2020, 20/2020 dated 5th May, 2020, 22/2020 dated 15th June, 2020, 33/2020 dated 28th September, 2020, 39/2020 dated 31st December, 2020, 10/2021 dated 23rd June, 2021, 20/2021 dated 8th December, 2021 and 3/2022 dated 5th May, 2022, issued by the Ministry of Corporate Affairs, Government of India (' MCA Circulars '), Secretarial Standard on General Meetings (“ SS-2 ”) issued by The Institute of Company Secretaries of India and any other applicable law, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the resolution set out below is proposed to be passed as Special Resolution by the Members of Adani Total Gas Limited (the “Company”) by means of Postal Ballot, only by way of remote e-voting (“e-voting”) process.

The proposed resolution and the Explanatory Statement pursuant to Section 102(1), 110 of the Act and any other applicable provisions of the Act, read with Rules framed thereunder; setting out the material facts and reasons thereof concerning the resolutions mentioned in this Postal Ballot Notice (“ Notice ”), are annexed hereto.

In compliance with Regulation 44 of the SEBI Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the Rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolution is restricted only to e-voting i.e., by casting votes electronically instead of submitting postal ballot forms. The instructions for e-voting are appended to this Notice.

Pursuant to Rule 22(5) of the Rules, the Board of Directors of the Company through Circular Resolution has appointed Mr. Chirag Shah, Practicing Company Secretaries (Membership Number FCS: 5545 COP: 3498) as the Scrutinizer for conducting the postal ballot (e-voting process) in a fair and transparent manner.

Members are requested to carefully read the instructions mentioned under the head 'Information and Instructions for e-voting' in this Notice and record their assent (“FOR”) or dissent (“AGAINST”) on the proposed resolution through the e-voting process not later than 5:00 p.m. (IST) on Thursday, January 26, 2023, failing which it will be considered that no reply has been received from the Member.

The Company has engaged the services of National Securities Depository Limited (hereinafter referred to as “NSDL” or “Service Provider”) for facilitating e-voting to enable the Members to cast their votes electronically instead of dispatching postal ballot forms. In accordance with the MCA Circulars, the Company has made necessary arrangements with M/s. Link Intime India Private Limited, Registrar and Share

Transfer Agent (“RTA”) to enable the Members to register their e-mail address. Those Members who have not yet registered their e-mail address are requested to register the same by following the procedure set out in this Notice. The postal ballot results will be submitted within 2 (Two) working days from conclusion of the evoting period to the stock exchanges in accordance with the SEBI Listing Regulations.

The Scrutinizer will submit the results of the e-voting to the Chairman of the Company or any other authorized officer(s) of the Company after completion of the scrutiny of the evoting. The results of the Postal Ballot along with the Scrutinizer's Report will also be displayed on the website of the Company at www.adanigas.com, on the website of NSDL at www.evoting.nsdl.com and shall also be displayed at the Registered Office of the Company while simultaneously being communicated to National Stock Exchange of India Limited and BSE Limited where the equity shares of the Company are listed.

The proposed resolution, if approved, will be taken as having duly passed on the last date specified for e-voting by the requisite majority of Members by means of Postal Ballot, i.e., Thursday, January 26, 2023.

SPECIAL BUSINESS:

To consider and if thought fit, approve the appointment of Mr. Shailesh Haribhakti (DIN: 00007347) as a Director (Non-Executive, Independent) of the Company and to pass, with or without modification(s), the following resolution as a Special Resolution :

“RESOLVED THAT pursuant to the provisions of Sections 149, 152 and Schedule IV and all other applicable provisions of the Companies Act, 2013 ('the Act') and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and in accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Shailesh Haribhakti (DIN: 00007347) who was appointed as an Additional Director (Non-Executive & Independent) by the Board of Directors of the Company with effect from 3rd November 2022 pursuant to provisions of Section 161 of the Act and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a member proposing his candidature for the office of Director and being eligible, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a first term of three (3) years i.e. upto 2nd November 2025, on the Board of the Company.”

Regd. Office:

“Adani Corporate House”, Shantigram, By order of the Board Near Vaishno Devi Circle, For Adani Total Gas Limited S G Highway, Khodiyar, Ahmedabad - 382 421. Gujarat, India. CIN: L40100GJ2005PLC046553 Gunjan Taunk

Gunjan Taunk Company Secretary Membership No.: ACS 23346

Place: Ahmedabad Date: 21st December, 2022

1

Gas

ADANI TOTAL GAS LIMITED

Registered Office: “Adani Corporate House”, Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad - 382421 Phone No.: +91-79-26565555 Fax No. : +91-79-25555500 Website: www.adanigas.com; Email Id: investor.agl@adani.com CIN: L40100GJ2005PLC046553

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NOTES:

1. The Explanatory Statement pursuant to Section 102 read with Section 110 and other applicable provisions, if any of the Act read with the rules framed thereunder concerning the special business in respect of item no. 1 to as set out above is annexed hereto and forms part of this Notice.

2. In accordance with the MCA Circulars and the SEBI Listing Regulations, the Company is sending the Notice in electronic form only by e-mail to all Members, whose names appear in the Register of Members/Register of Beneficial Owners maintained by the Depositories viz., National Securities Depository Limited (the “ NSDL ”) and Central Depository Services (India) Limited (the “CDSL” ) as on Friday, December 23, 2022 (the “ Cut-Off Date ”) and who have registered their e-mail addresses, in respect of electronic holdings, with the Depository through the concerned Depository Participants and in respect of physical holdings, with the Registrar and Share Transfer Agent of the Company, M/s. Link Intime India Private Limited (the “RTA”), in accordance with the provisions of the Act read with the rules framed thereunder and the framework provided under the MCA circulars. Cut-Off Date is for determining the eligibility to vote by electronic means. A person who is not a member as on the Cut-Off Date or who becomes a member of the Company after the Cut-Off Date should treat this Notice for information purposes only.

3. In accordance with the MCA Circulars, the Notice is being sent in electronic form only. The hard copy of the Notice along with the Postal Ballot forms and pre-paid business envelope will not be sent to the Members for the Postal Ballot. Accordingly, the communication of the assent or dissent of the Members would take place through the e-voting system only.

4. In compliance with the provisions of Section 108 and 110 of the Act read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the SEBI Listing Regulations and Secretarial Standard (SS)-2 issued by the Institute of Company Secretaries of India on General Meeting, the Company is offering e-voting facility to enable the Members to cast their votes electronically. The instructions for e-voting are provided as part of this Notice.

5. In light of the MCA Circulars, Members who have not registered their e-mail addresses and in consequence the e-voting notice could not be serviced, may temporarily get their e-mail address registered with the Company's RTA, M/s. Link Intime India Private Limited, by clicking the link: https://linkintime.co.in/emailreg/ email_register.html.

6. Post successful registration of the e-mail, the member would get soft copy of the notice and the procedure for e-voting along with the User ID and Password to enable e-voting for this Postal Ballot. In case of any queries, member may write to rnt.helpdesk@linkintime.co.in or contact Link Intime India Private Limited at 022-49186270.

7. It is clarified that for permanent registration of e-mail address, the members are however requested to register their e-mail address, in respect of electronic holdings

8. with the Depository through the concerned Depository Participants and in respect of physical holdings with the Company's RTA to enable servicing of notices, etc. electronically to their e-mail address.

9. The e-voting rights of the Shareholders / beneficiary owners shall be reckoned on the shares held by them as on Friday, December 23, 2022, being the Cut-off date for the purpose. The shareholders of the Company holding shares either in dematerialised or in physical form, as on the Cut-off date, can cast their vote electronically.

10. The voting rights for the equity shares of the Company are one vote per equity share, registered in the name of the member. The voting rights of the members shall be in proportion to the percentage of paid-up share capital of the Company held by them. In case of joint holders, only such joint holder who is higher in the order of names will be entitled to vote.

11. A member cannot exercise his/ her vote through proxy on postal ballot. However corporate and institutional members shall be entitled to vote through their authorised representatives. Corporate and institutional members (are required to send scanned certified true copy (PDF Format) of the board resolution/authority letter, power of attorney together with attested specimen signature(s) of the duly authorised representative(s), to the Scrutinizer by e-mail to pcschirag@gmail.com with a copy marked to evoting@nsdl.co.in. Such authorisation shall contain necessary authority for voting by its authorised representative(s). It is also requested to upload the same in the e-voting module in their login.

12. Once the vote is cast, whether partially or otherwise, the member shall not be allowed to change it subsequently or cast the vote again.

13. Postal Ballot (e-voting) period commences from Wednesday, December 28, 2022 (9.00 a.m. IST) and ends on Thursday, January 26, 2023 (5.00 p.m. IST). At the end of the e-voting period, the facility shall forthwith be blocked, and e-voting shall not be allowed beyond the said date and time.

14. The proposed resolution, if approved, by requisite majority, shall be deemed to have been passed on the last date of e-voting, which would be Thursday, January 26, 2023. The resolution passed by the Members through Postal Ballot are deemed to have been passed as if the same have been passed at a general meeting of the Members.

15. This Notice shall also be available on the website of the Company at www.adanigas.com, websites of the stock exchanges where the equity shares of the Company are listed, i.e. National Stock Exchange of India Limited and B S E L i m i t e d a t w w w. n s e i n d i a . c o m a n d www.bseindia.com respectively, and on the website of National Securities Depository Limited (“NSDL”) at https://www.evoting.nsdl.com/.

16. All the documents referred to in the explanatory statement will be available for inspection electronically until the last date for receipt of votes through the e-voting process. Members seeking to inspect such d o c u m e n t s c a n s e n d a n e m a i l t o investor.agl@adani.com.

2

Gas

ADANI TOTAL GAS LIMITED

Registered Office: “Adani Corporate House”, Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad - 382421 Phone No.: +91-79-26565555 Fax No. : +91-79-25555500 Website: www.adanigas.com; Email Id: investor.agl@adani.com CIN: L40100GJ2005PLC046553

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General information and instructions relating to e-voting:-

• (i) The voting period begins on Wednesday, December 28, 2022 (9.00 a.m. IST) and ends on Thursday, January 26, 2023 (5.00 p.m. IST). During this period, the shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) viz. Friday December 23, 2022, may cast their votes electronically. The e-voting module shall be disabled by NSDL for voting thereafter.

• (ii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated 9th December 2020 and under Regulation 44 of the SEBI Listing Regulations, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders' resolutions. Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and E-mail ID in their demat accounts in order to access e-voting facility.

• (iii) Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

• (iv) In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts / websites of Depositories / Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

• (v) Process and manner for members opting for voting through electronic means:

- How do I vote electronically using NSDL e Voting system?

• The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

- Step 1: Access to NSDL e Voting system

A) Login method for e-Voting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders	Login Method	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. 2. 3.	ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner”icon under“Login”which is available under'IDeAS'section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on“Access to e-Voting”under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com.Select “ R e g i s t e r O n l i n e f o r IDeAS Portal”or click athttps:// eservices.nsdl.com/SecureWeb/
		IdeasDirectReg.jsp Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https:// www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under 'Shareholder/Member' section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

3

Gas

ADANI TOTAL GAS LIMITED

Registered Office: “Adani Corporate House”, Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad - 382421 Phone No.: +91-79-26565555 Fax No. : +91-79-25555500 Website: www.adanigas.com; Email Id: investor.agl@adani.com CIN: L40100GJ2005PLC046553

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Type of shareholders	Login Method	Login Method		Individual Shareholders (holding securities in demat mode) login through their depository participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.
	4.	Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.
Individual Shareholders holding securities in demat mode with CDSL	1. 2. 3. 4.	Existing users who have opted for Easi / Easiest, they can login through their user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/ home/login www.cdslindia.com or and click on New System Myeasi. Af te r s u c c es s f u l l og i n o f Easi/Easiest the user will be also able to see the E Voting Menu. The Menu will have links ofe-Voting service provider i.e. NSDL.Click on NSDLto cast your vote. If the user is not registered for Easi/Easiest, option to r e g i s t e r i s a v a i l a b l e a t https://web.cdslindia.com/myeasi/ Registration/EasiRegistration Alternatively, the user can directly access e-Voting page by providing d e m a t A c c o u n t N u m b e r and PAN No. from a link in www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. After successful authentication, user will be provided links for the respective ESP i.e.NSDLwhere the e-Voting is in progress.
				Important note:Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website. Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.
				Login type			Helpdesk details
				Individual Shareholders holding securities in demat mode with NSDL			Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30
				Individual Shareholders holding securities in demat mode with CDSL			Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at 022- 23058738 or 022-23058542-43
				B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode. How to Log-in to NSDL e-Voting website? 1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https:// www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. 2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under 'Shareholder/Member' section.
				1. 2.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and
	1800 22 44 30
Individual	Members facing any technical
Shareholders	issue in login can contact CDSL
holding securities	helpdesk by sending a request at
in demat mode with CDSL	helpdesk.evoting@cdslindia.com or contact at 022- 23058738 or 022-23058542-43

• B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

• Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https:// www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

• Once the home page of e-Voting system is launched, click on the icon “Login” which is available under 'Shareholder/Member' section.

4

Gas

ADANI TOTAL GAS LIMITED

Registered Office: “Adani Corporate House”, Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad - 382421

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Phone No.: +91-79-26565555 Fax No. : +91-79-25555500 Website: www.adanigas.com; Email Id: investor.agl@adani.com CIN: L40100GJ2005PLC046553

1. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

2. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

3. Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 C h a r a c t e r D P I D followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your B e n e f i c i a r y I D i s 12** then your user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

1. Password details for shareholders other than Individual shareholders are given below:

2. a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

3. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.

4. c) How to retrieve your 'initial password'?

   • (i) If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8

     • digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'.

   • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered

5. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:

6. a) Click on “Forgot User Details/Password?” (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

7. b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

8. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

9. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

10. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

11. Now, you will have to click on “Login” button.

12. After you click on the “Login” button, Home page of e- Voting will open.

- Step 2: Cast your vote electronically on NSDL e Voting system.

- How to cast your vote electronically on NSDL e Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period.

3. Now you are ready for e-Voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy

5

Gas

ADANI TOTAL GAS LIMITED

Registered Office: “Adani Corporate House”, Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad - 382421 Phone No.: +91-79-26565555 Fax No. : +91-79-25555500 Website: www.adanigas.com; Email Id: investor.agl@adani.com CIN: L40100GJ2005PLC046553

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(PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to pcschirag@gmail.com with a copy marked to evoting@nsdl.co.in.

1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

2. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request at evoting@nsdl.co.in

Contact Details:

	Company	:Adani Total Gas Limited (formerly known as Adani Gas Limited) Regd. Office: "Adani Corporate House ",
		Shantigram, Nr. Vaishno Devi Circle,
	Registrar and Transfer Agent e-Voting Agency	S G Highway, Khodiyar, Ahmedabad-382 421, Gujarat, India CIN: L40100GJ2005PLC046553 E-mail IDs:investor.agl@adani.com Link Intime India Private Limited : C-101, 247 Park, L.B.S Marg, Vikhroli West, Mumbai 400 083 Tel No.:+91 22 4918 6270 : National Securities Depository Limited E-mail ID: evoting@nsdl.co.in
		Phone :+91 22 24994890
	Scrutinizer	: CS Chirag Shah
		Practising Company Secretary
		E-mail ID:pcschirag@gmail.com

Encl.:As Above

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to investor.agl@adani.com

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to investor.agl@adani.com. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method -

explained at step 1 (A ) i.e. Login method for e Voting for Individual shareholders holding securities in demat mode .

1. Alternatively shareholder/members may send a request to evoting@nsdl.co.in for procuring user id and password for e-voting by providing above mentioned documents.

2. In terms of SEBI circular dated December 9, 2020 on e- Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

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ADANI TOTAL GAS LIMITED

Registered Office: “Adani Corporate House”, Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad - 382421 Phone No.: +91-79-26565555 Fax No. : +91-79-25555500 Website: www.adanigas.com; Email Id: investor.agl@adani.com CIN: L40100GJ2005PLC046553

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Gas
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ANNEXURE TO NOTICE EXPLANATORY STATEMENT (PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013)

In terms of the provisions of Section 102 of the Companies Act, 2013 (“the Act”), Secretarial Standard on General Meetings (SS-2) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the following statement sets out the material facts relating to Item no. 1 of this Notice:

Item No. 1 - Appointment of Mr. Shailesh Haribhakti (DIN: 00007347) as a Director (Non-Executive, Independent) of the Company

Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company in its meeting held on November 3, 2022, had appointed Mr. Shailesh Haribhakti (DIN: 00007347) as an Additional Director (Non-Executive, Independent) of the Company for a first term of three (3) years effective from November 3, 2022, not liable to retire by rotation, subject to approval of shareholders of the Company.

The Company has received (i) a consent in writing to act as a Director in Form DIR-2 pursuant to Rule 8 of Companies (Appointment & Qualification of Directors) Rules, 2014, (ii) an intimation in Form DIR-8 in terms of Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that he is not disqualified under Section 164(2) of the Act and (iii) a declaration to the effect that he meets the criteria of independence as provided in Section 149(6) of the Act and under SEBI Listing Regulations, from Mr. Shailesh Haribhakti. He does not hold any equity share of the Company.

The Company has also received a Notice under Section 160 of the Act from a member proposing candidature of Mr. Shailesh Haribhakti for the office of a Director of the Company.

As per Regulation 17(1C) of the SEBI Listing Regulations effective from January 1, 2022, the approval of

shareholders is required to be taken for appointment of a person on the Board of Directors at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier.

Brief resume and other details of Mr. Shailesh Haribhakti are provided in the annexure to the Notice pursuant to the provision of SEBI Listing Regulations and Secretarial Standard on General Meetings (“SS-2”), issued by the Institute of Company Secretaries of India.

He shall be paid remuneration by way of fee for attending meetings of the Board or Committees thereof or for any other purpose as may be decided by the Board, reimbursement of expenses for participating in the Board and other meetings and profit related commission within the limits stipulated under Section197 of the Act.

The Board recommends passing of the Special Resolution as set out in this Notice, for approval by the Members of the Company.

Mr. Shailesh Haribhakti is deemed to be interested in the said resolution as it relates to his appointment.

None of the other Directors or key managerial personnel or their relatives is, in anyway, concerned or interested in the resolution, as set out in this Notice.

Regd. Office:

“Adani Corporate House”, By order of the Board Shantigram, Near Vaishno Devi Circle, For Adani Total Gas Limited S G Highway, Khodiyar, Ahmedabad - 382 421. Gujarat, India. CIN: L40100GJ2005PLC046553 Gunjan Taunk Place: Ahmedabad Company Secretary Date: 21st December, 2022 Membership No.: ACS 23346

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ADANI TOTAL GAS LIMITED

Registered Office: “Adani Corporate House”, Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad - 382421 Phone No.: +91-79-26565555 Fax No. : +91-79-25555500 Website: www.adanigas.com; Email Id: investor.agl@adani.com CIN: L40100GJ2005PLC046553

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Gas

ANNEXURE TO NOTICE Details of Directors seeking Appointment / Re-appointment

Name of Director	Mr. Shailesh Haribhakti
Age, Date of Birth (No. of Shares held)	66 years, 12.03.1956 (Nil)
**Qualification **	CA & CMA
Brief Profile and Nature of expertise in specific functional areas	Mr. Shailesh Haribhakti is a five-decade career Chartered and Cost Accountant, and a Certified Internal Auditor, Financial Planner & Fraud Examiner. He has been conferred with the Global Competent Boards Designation (GCB.D) by Competent Boards Inc. Canada. He has been awarded “Vivekananda Sustainability Award 2022” by Vivekananda Youth Connect Foundation. Presented with the honorary PhD title of “Doctor of Letters” by ITM University. Mr. Haribhakti actively promotes shared value creation and a green environment through his own enterprise, and his leadership roles as Chairman of the CSR / ESG / Sustainability committees of some of the Boards that he serves on. He has successfully established the concept of “Innovate to Zero” and technology enabling CSR / ESG / SUSTIANABILTIY which is in alignment with the idea of making the impact of every intervention focused, widespread, co-operative and far-reaching. Mr. Haribhakti has a passion for teaching, writing and public speaking. He was associated with the Indian Institute of Management (IIMA) as visiting faculty from 1981-83. He frequently contributes his views on public forums, to the press and to the electronic media. He is active on social media. He is Chairman of M/s. Shailesh Haribhakti & Associates, Chartered Accountants Firm and Vice Chairman of GOvEVA Consulting Pvt. Ltd and also hold Directorships in various reputed companies.
Date of first appointment on the Board	November 3, 2022
Terms and conditions of appointment or reappointment	Please refer to the Resolution and Explanatory Statement for Item No. 1.
Remuneration last drawn (during the year) (per annum)	Nil
Relationship with other Directors, Manager and other Key Managerial Personnel of the Company	Nil
Other Directorship (Includes directorship in public, private and foreign companies and insurance corporations)	· Torrent Pharmaceuticals Ltd^^ · Blue Star Limited^^ · Bajaj Electricals Limited^^ · L&T Finance Holdings Limited^^ · Ycwi Green Solutions Private Limited · Bennett Coleman And Company Limited · Epigeneres Biotech Private Limited · Dscovr Journeys Private Limited · Gaja Trustee Company Private Limited · Future Generali India Life Insurance Company Limited · IBS Fintech India Private Limited · Cnergyis Infotech India Private Limited · Protean Egov Technologies Limited · Goveva Private Limited · Planet People and Profit Consulting Private Limited · Brookprop Management Services Private Limited

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ADANI TOTAL GAS LIMITED

Registered Office: “Adani Corporate House”, Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad - 382421 Phone No.: +91-79-26565555 Fax No. : +91-79-25555500 Website: www.adanigas.com; Email Id: investor.agl@adani.com CIN: L40100GJ2005PLC046553

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Gas

ANNEXURE TO NOTICE Details of Directors seeking Appointment / Re-appointment

Chairmanship/ Membership of the Committees of other Companies in which position of Director is held	· Blue Star Limited^^ oAudit Committee (Member) oNomination & Remuneration Committee (Member) · Torrent Pharmaceuticals Limited ^^ oAudit Committee (Chairman) oSecurities Transfer & Stakeholders' Relationship Committee (Member) oRisk Management Committee (Member) oNomination & Remuneration Committee (Chairman) oCorporate Social Responsibility & Sustainability Committee (Member) oSpecial Committee of Directors (Chairman) · Bajaj Electicals Limited^^ oAudit Committee (Chairman) oNomination & Remuneration Committee (Member) · L & T Finance Holdings Limited ^^ oAudit Committee (Member) oNomination & Remuneration Committee (Member) oGroup Risk Management Committee (Chairman) oCorporate Social Responsibility&ESG Committee (Chairman) · Future Generali India Insurance Company Limited oAudit Committee (Chairman) oNomination & Remuneration Committee (Member) · Protean Egov Technologies Limited oAudit Committee (Member) oRisk & Opportunities Management Committee (Chairman) oNomination & Remuneration Committee (Member) oStrategy & Growth Committee (Member) oEnvironmental, Social Governance [ESG] Committee (Member) oIPO Committee (Chairman) · Bennett Coleman & Company Limited oAudit Committee (Chairman) · Brookprop Management Services Private Ltd oAudit Committee (Chairman) oNomination & Remuneration Committee (Member)
In case of independent directors, the skills and capabilities required for therole and the manner in which the proposed person meets such requirements.	I. Skills and capabilities required for the role of Independent Director · Business Leadership · Financial expertise · Risk Management · Global Experience · Corporae Governance & ESG · Merger & Acquisition · Technology & Innovation II. Manner in which the proposed appointee meets the above requirement Considering Mr. Harhibhakti's profile and vast global experience the Nomination and Remuneration Committee and Board of the Company is of the opinion that Mr. Haribhakti meets majority of the above-mentioned skills and capabilities required for the role of Independent Director.
Resignations, if any, from listed entities (in India) in past three years	· ACC Limited · Ambuja Cements Limited · Future Lifestyle Fashions Limited

^^ Listed Companies

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