ADANI TOTAL GAS LIMITED — Proxy Solicitation & Information Statement 2022

Sep 29, 2022

29th September, 2022

BSE Limited

P J Towers, Dalal Street, Mumbai – 400001 National Stock Exchange of India Limited Exchange plaza, Bandra-Kurla Complex, Bandra (E) Mumbai – 400051

Scrip Code: 542066 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 along with Explanatory Statement.

You are requested to take the same on your record.

Thanking you.

Yours faithfully, For Adani Total Gas Limited Gunjan Taunk Company Secretary GUNJAN MAHESHKUM AR TAUNK Digitally signed by GUNJAN MAHESHKUMAR TAUNK Date: 2022.09.29 14:07:10 +05'30'

Encl.: a/a

Adani Total Gas Limited Tel +91 79 2754 1988 (Formerly known as Adani Gas Ltd) Fax +91 79 2754 2988 Heritage Building, 8th floor, info@adani.com Ashram Road, Usmanpura, www.adanigas.com Ahmedabad-380014, Gujarat, India CIN: L40100GJ2005PLC046553

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

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 th Regulations"), General Circular Nos. 14/2020 dated 8 April, th th 2020, 17/2020 dated 13 April, 2020, 20/2020 dated 5 May, th th 2020, 22/2020 dated 15 June, 2020, 33/2020 dated 28 st September, 2020, 39/2020 dated 31 December, 2020, rd th 10/2021 dated 23 June, 2021, 20/2021 dated 8 December, th 2021 and 3/2022 dated 5 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 are proposed to be passed as Ordinary 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 resolutions 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 Sunday, October 30, 2022, 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.

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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 resolutions, 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. Sunday, October 30, 2022.

SPECIAL BUSINESS:

1. To consider and if thought fit, approve the appointment of Mrs. Ahlem Friga-Noy (DIN: 09652701) as a Director (Non-Executive, Non-Independent) of the Company and to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 161 of the Companies Act, 2013 ("the Act"), Rules made thereunder, applicable SEBI Listing Resolutions, any other applicable laws (including any statutory modification(s) or re-enactment(s) thereof for time being in force) and Articles of Association of the Company, Mrs. Ahlem Friga-Noy (DIN: 09652701), who was appointed as an Additional Director (Non-Executive, Non-Independent) by the Board of Directors of the Company effect from August 04, 2022 to hold office till the conclusion of the next General Meeting of the Company or upto the period of three months from the date of appointment, whichever is earlier and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a member proposing her candidature for the office of Director, be and is hereby appointed as a Director of the Company, liable to retire by rotation."

Regd. Office:

"Adani Corporate House", Shantigram, Near Vaishno Devi Circle, S G Highway, Khodiyar, Ahmedabad - 382 421. Gujarat, India. CIN: L40100GJ2005PLC046553 Place: Ahmedabad th Date: 27 September, 2022 By order of the Board For Adani Total Gas Limited Gunjan Taunk Company Secretary Membership No.: ACS 23346

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 as set out above is annexed hereto and forms part of this Notice.
• 1. 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 rd 23 September, 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.
• 1. 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 prepaid 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.
• 1. 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 Meetings, 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.
• 1. 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

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 o f a n y q u e r i e s , m e m b e r m a y w r i t e t o rnt.helpdesk@linkintime.co.in or contact Mr. Jayprakash, VP of Link Intime India Private Limited at 022-49186270.

• 1. 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 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.
• 1. The e-voting rights of the Shareholders / beneficiary owners shall be reckoned on the shares held by them as on Friday, September 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.
• 1. 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.
• 1. 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.
• 1. Once the vote is cast, whether partially or otherwise, the member shall not be allowed to change it subsequently or cast the vote again.
• 1. Postal Ballot (e-voting) period commences from Saturday, October 1, 2022 (9.00 a.m. IST) and ends on Sunday, October 30, 2022 (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.
• 1. The proposed resolutions, if approved, by requisite majority, shall be deemed to have been passed on the last date of e-voting, which would be October 30, 2022. The resolutions 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.
• 1. 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

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

are listed, i.e. National Stock Exchange of India Limited and BSE Limited at www.nseindia.com and www.bseindia.com respectively, and on the website of National Securities Depository Limited ("NSDL") at https://www.evoting.nsdl.com/.

• 1. 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 documents can send an email to investor.agl@adani.com.
• 15. General information and instructions relating to e-voting:-
  • (i) The voting period begins on Saturday, October 1, 2022 (9.00 a.m. IST) and ends on Sunday, October 30, 2022 (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, September 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.

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 ofshareholders	Login Method
IndividualShareholdersholdingsecurities indemat modewith NSDL.	1.Existing IDeAS user can visit thee-Services website of NSDL Viz.https://eservices.nsdl.com eitheron a Personal Computer or on amobile. On the e-Services homepage click on the "BeneficialOwner" icon under "Login" which isavailable under 'IDeAS' section ,this will prompt you to enter yourexisting User ID and Password.After successful authentication,you will be able to see e-Votingservices under Value addedservices. Click on "Access toe-Voting" under e-Voting servicesand you will be able to see e-Votingpage. Click on company name ore-Voting service provider i.e. NSDLand you will be re-directed toe-Voting website of NSDL forcasting your vote during theremote e-Voting period.
	2.I f yo u a re n o t re g i s te re dfor IDeAS e-Services, optionto register is available athttps://eservices.nsdl.com. Select" R e g i s t e r O n l i n e f o rIDeAS Portal" or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
	3.Visit the e-Voting website of NSDL.Open web browser by typingthe following URL:https://www.evoting.nsdl.com/ either on aPersonal Computer or on a mobile.Once the home page of e-Votingsystem is launched, click on theicon "Login" which is availableunder 'Shareholder/Member'section. A new screen will open.You will have to enter your User ID(i.e. your sixteen digit demataccount number hold with NSDL),Password/OTP and a VerificationCode as shown on the screen. Aftersuccessful authentication, you willbe redirected to NSDL Depositorysite wherein you can see e-Votingpage. Click on company name ore-Voting service provider i.e. NSDLand you will be redirected toe-Voting website of NSDL forcasting your vote during theremote e-Voting period.

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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

Type ofshareholders	Login Method
	4.Shareholders/Members can alsodownload NSDL Mobile App "NSDLSpeede" facility by scanning theQR code mentioned below forseamless voting experience.
IndividualShareholdersholdingsecurities indemat modewith CDSL	1.Existing users who have opted forEasi / Easiest, they can loginthrough their user id andpassword. Option will be madeavailable to reach e-Voting pagew i t h o u t a n y f u r t h e rauthentication. The URL for usersto login to Easi / Easiest arehttps://web.cdslindia.com/myeasi/home/loginorwww.cdslindia.comand click on New System Myeasi.
	2.A f t e r s u c c e s s f u l l o g i n o fEasi/Easiest the user will be alsoable to see the E Voting Menu. TheMenu will have links of e-Votingservice provider i.e. NSDL. Click onNSDL to cast your vote.
	3.If the user is notregisteredfor Easi/Easiest, option tor e g i s t e r i s a v a i l a b l e a thttps://web.cdslindia.com/myeasi/Registration/EasiRegistration
	4.Alternatively, the user can directlyaccess e-Voting page by providingdemat Account Number and PANN o . f r o m a l i n k i nwww.cdslindia.com home page.The system will authenticate theuser by sending OTP on registeredMobile & Email as recorded in thedemat Account. After successfulauthentication, user will beprovided links for the respectiveESP i.e. NSDL where the e-Voting isin progress.

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.

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.

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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
IndividualShareholdersholding securitiesin demat modewith NSDL	Members facing any technicalissue in login can contact NSDLhelpdesk by sending a request atevoting@nsdl.co.in or call at tollfree no.: 1800 1020 990and1800 22 44 30
IndividualShareholdersholding securitiesin demat modewith CDSL	Members facing any technicalissue in login can contact CDSLhelpdesk by sending a request athelpdesk.evoting@cdslindia.com orc o n t a c t a t 0 2 2 - 2 3 0 5 8 7 3 8or 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.
• 1. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section.

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.

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.

1. Your User ID details are given below :

	Manner of holdingshares i.e. Demat (NSDLor CDSL) or Physical	Your User ID is:
a)	For Members whohold shares in demataccount with NSDL.	8 C h a r a c t e r D P I Dfollowed by 8 Digit ClientIDFor example if your DP IDis IN300*** and Client ID is12****** then your user ID isIN30012***.
	b) For Members whohold shares in demataccount with CDSL.	16 Digit Beneficiary IDFor example if yourB e n e f i c i a r y I D i s12************** then youruser ID is 12**************
c)For Members holdingshares in PhysicalForm.		EVEN Number followed byFolio Number registeredwith the company
		For example if folionumber is 001*** andEVEN is 101456 then userID is 101456001***

• 1. Password details for shareholders other than Individual shareholders are given below:
  • a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
  • 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.
  • 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'.

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• (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered
• 1. If you are unable to retrieve or have not received the " Initial password" or have forgotten your password:
• 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.
• b) Physical User Reset Password?"(If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
• 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.
• d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
• 1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
• 1. Now, you will have to click on "Login" button.
• 1. 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.
• 1. Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period.
• 1. Now you are ready for e-Voting as the Voting page opens.
• 1. 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.
• 1. Upon confirmation, the message "Vote cast successfully" will be displayed.
• 1. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
• 1. 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

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

(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.
• 1. 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

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
• 1. 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.
• 1. 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.

Contact Details:
Company	:	Adani Total Gas Limited(formerly known as Adani Gas Limited)Regd. Office: "Adani Corporate House ",Shantigram, Nr. Vaishno Devi Circle,S G Highway, Khodiyar,Ahmedabad-382 421, Gujarat, IndiaCIN: L40100GJ2005PLC046553E-mail IDs: investor.agl@adani.com
Registrar andTransfer Agent :		Link Intime India Private LimitedC-101, 247 Park, L.B.S Marg,Vikhroli West, Mumbai 400 083Tel No.: +91 22 4918 6270
e-VotingAgency	:	National Securities Depository LimitedE-mail ID: evoting@nsdl.co.inPhone : +91 22 2499 4890
Scrutinizer	:	CS Chirag ShahPractising Company SecretaryE-mail ID: pcschirag@gmail.com

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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 ("Listing Regulations"), the following statement sets out the material facts relating to Item no. 1 of this Notice:

Item No. 1 - To approve the appointment of Mrs. Ahlem Friga-Noy (DIN: 09652701) as a Director (Non-Executive, Non-Independent) of the Company

Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company at its meeting held on August 4, 2022 had appointed Mrs. Ahlem Friga-Noy (DIN: 09652701) as an Additional Director (Non-Executive, Non-Independent) of the Company to hold office till conclusion of the next General Meeting of the Company or upto the period of 3 months from the date of appointment, whichever is earlier pursuant to the provisions of Section 161 of the Companies Act 2013 ("the Act"), Rules made thereunder, applicable SEBI Listing Resolutions and any other applicable laws (including any statutory modification(s) or re-enactment(s) thereof for time being in force. As required under Section 160 of the Act, the Company has received a notice in writing from a member signifying the intention to propose the appointment of Mrs. Ahlem Friga-Noy as a Director.

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.

Mrs. Ahlem Friga Noy is a seasoned public affairs, geopolitical adviser, negotiation and business development expert with 20 years' experience, in the public and private sector and holds a master's degree in Public Law and bachelor's In International Law. From August 2019 she has been appointed Total Energies's Country Chair in Kazakhstan and Managing Director Total

Energies E&P Kazakhstan. From July 2016 she held position of the Vice President Public Affairs – Africa Division for Total Energies Group, based in Uganda. From May 2012 to July 2016 Ahlem was the Corporate Affairs Manager at Total E&P Uganda.

Brief resume and other details of Mrs. Ahlem Friga-Noy are provided in annexure to this 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.

She is not disqualified from being appointed as Director in terms of Section 164 of the Act. She does not hold any equity shares of the Company.

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

Mrs. Ahlem Friga-Noy is deemed to be interested in the said resolution as it relates to her 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", Shantigram, Near Vaishno Devi Circle, S G Highway, Khodiyar, Ahmedabad - 382 421. Gujarat, India. CIN: L40100GJ2005PLC046553 Place: Ahmedabad th Date: 27 September, 2022

By order of the Board For Adani Total Gas Limited

Gunjan Taunk

Company Secretary Membership No.: ACS 23346

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

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

Name of Director	Mrs. Ahlem Friga-Noy
Age, Date of Birth	th 6 February, 2022,47 years
(No. of Shares held)	(Nil)
Qualification	Master's degree in Public Law and Bachelor'sin International Law
Nature of expertise in specific functionalareas	Mrs. Ahlem Friga Noy is a seasoned public affairs,geopolitical adviser, negotiation and businessdevelopment expert with 20 years' experience, inthe public and private sector. From August 2019she has been appointed TotalEnergies's CountryChair in Kazakhstan and Managing DirectorTotalEnergies E&P Kazakhstan. From July 2016 sheheld position of the Vice President Public AffairsAfrica Division for TotalEnergies Group, based inUganda. From May 2012 to July 2016 Ahlem wasthe Corporate Affairs Manager at Total E&PUganda.
Date of first appointment on the Board	August 4, 2022
Terms and conditions of appointment or	Please refer to the Resolution and
reappointment	Explanatory Statement for Item No. 1.
Remuneration last drawn (during the year)(per annum)	Nil
Relationship with other Directors, Managerand other Key Managerial Personnel of theCompany	Nil
Other Directorship (Includes directorship in	·Adani Total Gas Limited^^
public, private and foreign companies and	·Adani Green Energy Limited^^
insurance corporations)	·Adani Green Energy Twenty Three Limited·TotalEnergies Gas & Power Project IndiaPrivate Limited·Indian Oil – Adani Gas Private Limited
Chairmanship/ Membership of the	·Adani Total Gas Limited^^
Committees of other Companies in whichposition of Director is held	o Stakeholders' Relationship Committee(Member)o Risk Management Committee (Member)o Corporate Social Responsibility Committee(Member)o Merger & Amalgamation Committee(Member)o Reputation Risk Committee (Member)·Adani Green Energy Limited^^o Audit Committee (Member)o Nomination & Remuneration Committee(Member)o Risk Management Committee (Member)
Listed entities from which the person hasresigned in the past three years	Nil

^^ Listed Companies