ADANI TOTAL GAS LIMITED

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6[th] March 2023

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 9[th] February, 2023 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 MAHESHKU MAHESHKUMAR TAUNK MAR TAUNK Date: 2023.03.06 15:13:38 +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 [email protected] www.adanigas.com

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

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: [email protected] CIN: L40100GJ2005PLC046553

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Gas

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, 3/2022 dated 5th May, 2022 and 11/2022 dated 28th December, 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 reenactment(s) thereof, for the time being in force), the resolutions set out below are proposed to be passed as Ordinary/Special Resolutions by the Members of Adani Total Gas Limited (the “Company”) by means of Postal Ballot.

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 resolutions 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 at its meeting held on February 9, 2023 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 resolutions through the e-voting process not later than 5:00 p.m. (IST) on Thursday, April 6, 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 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 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., Thursday, April 6, 2023.

SPECIAL BUSINESS:

To consider and if thought fit, approve alteration of Article of Association 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 Section 14 and all other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s), amendments thereto or re-enactment thereof, the circulars, notifications, regulations, rules, guidelines, if any, issued by the Government of India, for the time being in force), and applicable laws, the consent of the Company be and is hereby accorded to amend, substitute and insert in the Part-II of Articles of Association of the Company as follows:-

Article 4.1 is hereby substituted with the following new Article 4.1:

“4.1 Board Composition
4.1.1 The Board shall comprise a maximum of 10 (ten) Directors. Unless otherwise agreed between THS and the Existing Promoters in writing:
(i) for so long as the THS Grouping holds at least 26% (twenty six percent) of the Share Capital, THS shall, by notice in writing to the Company, have the right to nominate 2 (two) Directors (“THS Directors”);
(ii) for so long as the Existing Promoter Grouping holds at least 26% (twenty six percent) of the Share Capital, the Existing Promoters shall, by notice in writing to the Company, have the right to nominate 2 (two) Directors (“Existing Promoter Directors”);
(iii) subject to being qualified to be appointed as a director under Applicable Law, the individual appointed as Chief Executive Officer of the Company may, upon mutual agreement by THS and the Existing Promoters, be appointed as Director designated as Executive Director (“Executive Director”); and
(iv) the Board shall have 5 (five) independent Directors (the “Independent Directors”).

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: [email protected] CIN: L40100GJ2005PLC046553

4.1.2 The Company and the Parties hereto shall take all necessary steps and actions to appoint/ give effect to the appointment of the THS Directors, the Existing Promoter Directors, the Executive Director (subject to Article 4.1.1 (iii) above), and the Independent Directors as set forth in Article 4.1.1 above in accordance with these Articles.

Article 4.2.4 is hereby substituted with the following new Article 4.2.4:

4.2.4 Notwithstanding anything contained in these Article, subject to Applicable Law, THS and the Existing Promoters agree and undertake to exercise their respective voting rights in respect of the Securities held by them and take all such other actions as are necessary to cause the appointment of the THS Directors , the Existing Promoter Directors and the Executive Director , as the case may be, to give effect to this Article 4.2”

After the existing Article 4.3. a new Article 4.3A shall be inserted:

“4.3A Immediately upon the Executive Director ceasing to be the Chief Executive Officer of the Company, he/she shall resign from the Board or will be removed from the Board, and THS and the Existing Promoters agree and undertake to exercise their respective voting rights in respect of the Securities held by them and take all such other actions as are necessary to cause the removal of the Executive Director if he/she does not voluntarily resign from the board immediately upon vacating the post of Chief Executive Officer. ”

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all acts, deeds, matters and things as they may in their absolute discretion deem necessary, proper or desirable and to settle any question, difficulty or doubt that may arise in this regard and to sign and execute all necessary documents, applications, returns and writings as may be necessary, proper, desirable or expedient, in the best interest of the Company, to accede to such modifications and alterations to the aforesaid resolution as may be suggested by the Registrar of Companies or such other Authority in respect of any matter(s) arising from or incidental to the said amendment.”

To consider and if thought fit, approve the appointment of Mr. Suresh P Manglani (DIN: 00165062) as a Director of the Company and to pass, with or without modification(s), the following resolution as an Ordinary Resolution :

“RESOLVED THAT Mr. Suresh P Manglani (DIN: 00165062)

who was appointed as an Additional Director of the Company pursuant to the provisions of Sections 161 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 (SEBI Listing Regulations), with effect

from 9th February 2023, by the Board of Directors of the Company, based on recommendation of the Nomination and Remuneration Committee, and who holds office subject to the approval of shareholders in terms of Regulation 17(1C) SEBI Listing Regulations 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 a Director of the Company, liable to retire by rotation, on the Board of the Company.
To consider and if thought fit, approve the appointment of Mr. Suresh P Manglani (DIN: 00165062) as Wholetime Director designated as Executive Director of the Company and to pass, with or without modification(s), the following resolution as a Special Resolution :
"RESOLVED THAT in accordance with the provisions of Sections 196, 197 and 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory being in force) and subject to the requisite approvals, if any required, approval of the Company be and is hereby accorded to the appointment of Mr. Suresh P Manglani (DIN: 00165062) as Whole Time Director designated as Executive Director of the Company, liable to retire by rotation, for a period of three years w.e.f. 9th February 2023 at a remuneration of INR 6.25 crores per annum including salary, perks and other benefits (including variable pay of INR 2.50 crores) and on such terms and conditions, as set out in the explanatory statement attached hereto, with an authorisation to the Board of Directors ("Board", which term shall be deemed to include the Nomination and Remuneration Committee of the Board) to alter and vary the terms and conditions of the said appointment and/or remuneration so as the total remuneration payable to him shall not exceed the limits specified in Schedule V to the Companies Act, 2013, including any statutory modification or re-enactment thereof, for the time being in force and as agreed by and between the Board and Mr. Suresh P Manglani.

RESOLVED FURTHER THAT Mr. Suresh P Manglani, Executive Director shall work under the superintendence, control and direction of the Board of Directors.

RESOLVED FURTHER THAT Mr. Suresh P Manglani will be a Key Managerial Personnel of the Company as per the provisions of Section 203(1)(i) of the Act.

RESOLVED FURTHER THAT in the event of any statutory amendment or modification by the Central Government to Schedule V of the Companies Act, 2013, the Board be and is hereby authorized to vary and alter the terms of appointment including salary, perks and other benefits payable to Mr. Suresh P Manglani within such prescribed limit or ceiling as agreed by and between the Board and Mr. Suresh P Manglani without any further reference to the Company in General Meeting.

RESOLVED FURTHER THAT the Board be and is hereby severally authorised to execute all such agreements, documents, instruments and writings as deemed necessary, with power to alter and vary the terms and conditions of such contracts/ arrangements/ transactions, settle all questions, difficulties or doubts that may arise in this regard.”

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 Place: Ahmedabad Company Secretary Date: 9th February, 2023th February, 2023 February, 2023 Membership No.: ACS 23346

Place: Ahmedabad Date: 9th February, 2023th February, 2023 February, 2023

Gas

ADANI TOTAL GAS LIMITED

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NOTES:

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 nos. 1 to 3 to as set out above are annexed hereto and forms part of this Notice.
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, March 3, 2023 (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.
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.
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.
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.

shares either in dematerialised or in physical form, as on the Cut-off date, can cast their vote electronically.

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.
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 [email protected] with a copy marked to [email protected].
Once the vote is cast, whether partially or otherwise, the member shall not be allowed to change it subsequently or cast the vote again.
Postal Ballot (e-voting) period commences from Wednesday, March 8, 2023 (9.00 a.m. IST) and ends on Thursday, April 6, 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.
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 Thursday, April 6, 2023. 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.
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/.
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 s u c h 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 [email protected].
The e-voting rights of the Shareholders / beneficiary owners shall be reckoned on the shares held by them as on Friday, March 3, 2023, being the Cut-off date for the purpose. The shareholders of the Company holding

Gas

ADANI TOTAL GAS LIMITED

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General information and instructions relating to e-voting:-

(i) The voting period begins on Wednesday, March 8, 2023 (9.00 a.m. IST) and ends on Thursday, April 6, 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, March 3, 2023, 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 no. SEBI/HO/CFD/CMD/ CIR/P/2020/242 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.

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 athttps://eservices. nsdl.com.Select“Register Online for IDeAS Portal”or click at https://eservices.nsdl.com/Secure Web/IdeasDirectReg.jsp Visit the e-voting website of NSDL. Open web browser by typing the f o l l o w i n g U R L : 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 held 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 ore-Voting service provider i.e., NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

Gas

ADANI TOTAL GAS LIMITED

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CIN: L40100GJ2005PLC046553

Type of shareholders	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.
	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. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested t o v i s i t C D S L w e b s i t e www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password. 2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to s e e e - V o t i n g p a g e o f t h e e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers' website directly. 3. If the user is not registered for Easi/Easiest, option to register is a v a i l a b l e a t C D S L w e b s i t e www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat A c c o u n t . A f t e r s u c c e s s f u l authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.
		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 [email protected] 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 [email protected] or contact at toll free no. 1800 22 55 33

		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. 3. 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.
		1. 2. 3.

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 [email protected] 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 [email protected] or contact at toll free no.
	1800 22 55 33

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.
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.

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: [email protected] CIN: L40100GJ2005PLC046553

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.

Your User ID details are given below :
Manner of holding Your User ID is: shares i.e. Demat (NSDL or CDSL) or Physical a) For Members who 8 C h a r a c t e r D P I D hold shares in demat followed by 8 Digit Client account with NSDL. ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who 16 Digit Beneficiary ID hold shares in demat For example if your account with CDSL. 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 EVEN Number followed by shares in Physical Folio Number registered Form. with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001
Password details for shareholders other than Individual shareholders are given below:
a) If you are already registered for e-Voting, then you can use 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'.
- (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered
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 [email protected] 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.
After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
Now, you will have to click on “Login” button.
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?

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.
Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period.
Now you are ready for e-Voting as the Voting page opens.
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.
Upon confirmation, the message “Vote cast successfully” will be displayed.
You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are

Gas

ADANI TOTAL GAS LIMITED

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authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.
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.
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 [email protected]

	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, India CIN: L40100GJ2005PLC046553
	Registrar and Transfer Agent e-Voting Agency	E-mail IDs:[email protected] 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: [email protected] Phone :+91 22 24994890
	Scrutinizer	: CS Chirag Shah
		Practising Company Secretary
		E-mail ID:[email protected]

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 :

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 [email protected]
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 [email protected]. 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.
Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
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

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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 statements sets out the material facts relating to Item nos. 1 to 3 of this Notice:

Item No. 1 - Approve alteration of Article of Association of the Company

It is brought to the attention of the Shareholders that pursuant to the Shareholders' Agreement dated 14th October, 2019 and its amendment dated 20th September, 2022 executed between the Company, certain existing promoters and promoter group of the Company and TotalEnergies Holdings SAS (THS), the Company is required to amend, substitute and insert in the Part-II of Articles of Association of the Company to give effect to the provisions of the amended Shareholders' Agreement. Pursuant to Section 14 and other applicable provisions, if any, of the Act, approval of the shareholders of the Company is required for adoption of amended and altered Articles of Association.

The Board at its meeting held on 9th February, 2023 has approved the aforesaid adoption of amended and altered Articles of Association of the Company, subject to the approval of the shareholders of the Company by way of postal ballot.

The Board recommends adoption of the resolution set out in Resolution No. 1 of the accompanying Notice as a special resolution.

None of the Directors or any Key Managerial Personnel or any relative of any of the Directors of the Company or the relatives of any Key Managerial Personnel is, in anyway, concerned or interested in the above resolution.

Item Nos. 2 & 3 - Approve the appointment of Mr. Suresh P Manglani (DIN: 00165062) as a Director and Whole time Director, designated as Executive Director of the Company

Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company at its meeting held on 9th February, 2023, had appointed Mr. Suresh P Manglani (DIN: 00165062) as an Additional Director of the Company. In terms of Section 161(1) of the Act, Mr. Manglani holds office only upto the date of the forthcoming General Meeting and is eligible for appointment as a Director. However, in terms of the amended Regulation 17(1C) of the SEBI Listing Regulations, effective from 1st January, 2022, a listed entity shall ensure that the approval of shareholders for appointment of a person on the Board of Directors has to be taken either at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier.

Accordingly, approval of the shareholders is sought to comply with the SEBI Listing Regulations. 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, from Mr. Suresh P Manglani.

The Company has also received a Notice under Section 160(1) of the Act from a Member signifying his intention to propose Mr. Suresh P Manglani's appointment as a Director. Mr. Suresh P Manglani has further confirmed that he is neither disqualified nor debarred from holding the Office of Director under the Companies Act or pursuant to any Order issued by SEBI.

Further, on recommendation of the Nomination and Remuneration Committee, the Board has also appointed Mr. Suresh P Manglani as a Whole-time Director, designated as Executive Director of the Company for a tenure of three years starting from 9th February 2023, liable to retire by rotation, upon the terms & conditions hereinafter indicated, subject to approval of the shareholders.

Brief resume and other details of Mr. Suresh P Manglani 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.

The Nomination & Remuneration Committee and the Board are of the view that the association of Mr. Suresh P Manglani and the rich experience & vast knowledge he brings with him, would benefit the Company. Further, Mr. Manglani is a well known City Gas Distribution (CGD) professional having vast experience in setting up, turning around and growing CDG business in India, particularly in the area of regulatory affairs and P&L responsibilities.

The Board of Directors or Nomination and Remuneration Committee is authorized to fix, alter and/or vary from time to time the quantum / periodicity / composition of the remuneration payable to the Executive Director, including the modes of payment, in such manner and to such extent not exceeding the limits specified in the Act and Schedule V thereto or such other provisions as may be applicable in this regard, as in force from time to time.

The draft agreement to be executed between Mr. Suresh P Manglani and the Company is available for inspection by any shareholder in electronic mode during the working hours upto Thursday, April 6, 2023.

ADANI TOTAL GAS LIMITED

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Gas

The Executive Director shall not be paid any sitting fees for attending the meeting of the Board of Directors or Committee thereof.

The Nomination & Remuneration Committee and the Board of Directors is of the opinion that Mr. Suresh P Mangalni's vast knowledge and varied experience will be of great value to the Company and has recommended the Resolutions at Item Nos. 2 and 3 of this Notice relating to his appointment as a Director and as the Whole Time Director, designated as Executive Director for a tenure of three years, starting from 9th February 2023 as an Ordinary and Special Resolution, respectively, for your approval. In compliance with the provisions of Sections 161, 196, 197, 203 and other applicable provisions of the Act, read with Schedule V to the Act, the terms of remuneration specified above are now being placed before the Members for their approval.

Except, Mr Suresh P Manglani, none of the other Directors, Key Managerial Personnel (KMP) or their relatives are, in anyway, concerned or interested in the Resolution set-out at Item nos. 2 and 3 of this Notice. Mr Suresh P Manglani is not related to any Director or KMP of the Company.

Regd. Office:

ADANI TOTAL GAS LIMITED

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Gas

ANNEXURE TO NOTICE

Details of Directors seeking Appointment / Re-appointment

Name of Director	Mr. Suresh P Manglani
Age, Date of Birth (No. of Shares held)	th 57 years, 8 October 1965 (100 Equity Shares)
Nationality	Indian
Qualification	M. Com, LL.B (Academic), CMA and FCS
Brief Profile and Nature of expertise in specific functional areas	Mr. has been the chief executive officer of the Suresh P Manglani Company since February, 2020. He has over three decades of experience in the oil and gas industry, which includes approximately 17 years of experience in British Gas and BP Plc joint ventures in India, in the area of midstream and downstream businesses. He joined the Company in September 2018. He has previously been associated with GAIL for approximately five years followed by Mahanagar Gas Limited (a joint venture of GAIL) for over 13 years. Subsequently, he was associated with Reliance Industries Limited for over 10 years, in the capacity of Sr. Leadership Role and chief financial officer for refinery and marketing divisions (retail petroleum business). He has experience in areas such as city gas distribution, gas business and petro-retail business in India.
Date of first appointment on the Board	th 9 February, 2023
Terms and conditions of appointment or reappointment	Please refer to the Resolution and Explanatory Statement for Item Nos. 2 & 3.
Remuneration last drawn (during the year) (per annum)	He has drawn remuneration of Rs. 5.14 Crores in the financial year 2021-22 as Chief Executive Officer of the Company
Remuneration Sough to be paid	Please refer to the Resolution and Explanatory Statement for Item Nos. 2 & 3.
Relationship with other Directors, Manager and other Key Managerial Personnel of the Company	None
Other Directorship (Includes directorship in public, private and foreign companies and insurance corporations)	·Adani TotalEnergies Biomass Limited ·Adani TotalEnergies E-Mobility Limited ·Indian Oil - Adani Gas Private Limited ·Smartmeter Technologies Private Limited ·Association of CGD Entities (Section 8 Company)
Chairmanship/ Membership of the Committees of other Companies in which position of Director is held	Nil
In case of independent directors, the skills and capabilities required for the role and the manner in which the proposed person meets such requirements.	Not applicable
Resignations, if any, from listed entities in India) in past three years	None

AI assistant

ADANI TOTAL GAS LIMITED Proxy Solicitation & Information Statement 2023

61235_rns_2023-03-06_002cec33-5c9f-4bfc-affe-f117a1215300.pdf

BSE Limited

National Stock Exchange of India Limited

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

ADANI TOTAL GAS LIMITED

NOTICE OF POSTAL BALLOT

Dear Members,

SPECIAL BUSINESS:

Article 4.1 is hereby substituted with the following new Article 4.1:

ADANI TOTAL GAS LIMITED

Article 4.2.4 is hereby substituted with the following new Article 4.2.4:

After the existing Article 4.3. a new Article 4.3A shall be inserted:

Regd. Office:

ADANI TOTAL GAS LIMITED

NOTES:

ADANI TOTAL GAS LIMITED

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

- Step 1: Access to NSDL e Voting system

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

ADANI TOTAL GAS LIMITED

ADANI TOTAL GAS LIMITED

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

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

General Guidelines for shareholders

ADANI TOTAL GAS LIMITED

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 :

ADANI TOTAL GAS LIMITED

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

Item No. 1 - Approve alteration of Article of Association of the Company

Item Nos. 2 & 3 - Approve the appointment of Mr. Suresh P Manglani (DIN: 00165062) as a Director and Whole time Director, designated as Executive Director of the Company

ADANI TOTAL GAS LIMITED

Regd. Office:

ADANI TOTAL GAS LIMITED

ANNEXURE TO NOTICE

Details of Directors seeking Appointment / Re-appointment

AI assistant

ADANI TOTAL GAS LIMITED — Proxy Solicitation & Information Statement 2023

61235_rns_2023-03-06_002cec33-5c9f-4bfc-affe-f117a1215300.pdf

BSE Limited

National Stock Exchange of India Limited

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

ADANI TOTAL GAS LIMITED

NOTICE OF POSTAL BALLOT

Dear Members,

SPECIAL BUSINESS:

Article 4.1 is hereby substituted with the following new Article 4.1:

ADANI TOTAL GAS LIMITED

Article 4.2.4 is hereby substituted with the following new Article 4.2.4:

After the existing Article 4.3. a new Article 4.3A shall be inserted:

Regd. Office:

ADANI TOTAL GAS LIMITED

NOTES:

ADANI TOTAL GAS LIMITED

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

- Step 1: Access to NSDL e Voting system

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

ADANI TOTAL GAS LIMITED

ADANI TOTAL GAS LIMITED

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

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

General Guidelines for shareholders

ADANI TOTAL GAS LIMITED

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 :

ADANI TOTAL GAS LIMITED

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

Item No. 1 - Approve alteration of Article of Association of the Company

Item Nos. 2 & 3 - Approve the appointment of Mr. Suresh P Manglani (DIN: 00165062) as a Director and Whole time Director, designated as Executive Director of the Company

ADANI TOTAL GAS LIMITED

Regd. Office:

ADANI TOTAL GAS LIMITED

ANNEXURE TO NOTICE

Details of Directors seeking Appointment / Re-appointment

More from ADANI TOTAL GAS LIMITED

ADANI TOTAL GAS LIMITED Proxy Solicitation & Information Statement 2023