ADANI TOTAL GAS LIMITED — Proxy Solicitation & Information Statement 2024

Nov 26, 2024

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26[th] November, 2024

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 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we enclose herewith copy of Notice of Postal Ballot dated 24[th] October, 2024 along with Explanatory Statement.

You are requested to take the same on your records.

Thanking you,

Yours faithfully,

For Adani Total Gas Limited

Digitally signed by MIRA MIRA GOPAL SONI GOPAL SONI Date: 2024.11.26 11:26:44 +05'30'

Mira Soni Company Secretary Membership No. A47160

Encl: a/a

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

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Adani Total Gas Limited

Registered Office: “Adani Corporate House”, Shantigram, Near Vaishno Devi Circle, S G Highway, Khodiyar, Ahmedabad – 382421, Gujarat, India. Phone No.: +91 79 2656 5555 Fax No.: +91 79 25555 500 Website: www.adanigas.com Email Id: investor.agl@adani.com CIN: L40100GJ2005PLC046553

NOTICE OF POSTAL BALLOT

[Pursuant to Section 108 and 110 of the Companies Act, 2013 read with Rule 20 and Rule 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 Companies Act, 2013 ( 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 8[th] April, 2020, 17/2020 dated 13[th] April, 2020, 20/2020 dated 5[th] May, 2020, 22/2020 dated 15[th] June, 2020, 33/2020 dated 28[th] September, 2020, 39/2020 dated 31[st] December, 2020, 10/2021 dated 23[rd] June, 2021, 20/2021 dated 8[th] December, 2021, 3/2022 dated 5[th] May, 2022, 11/2022 dated 28[th] December, 2022, 9/2023 dated 25[th] September, 2023 and 9/2024 dated 19[th] September, 2024 issued by the Ministry of Corporate Affairs, Government of India (' MCA Circulars '), Secretarial Standard on General Meetings (“ SS2 ”) 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 resolutions set out below are proposed to be passed 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, 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 resolution 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 has appointed Mr. Chirag Shah, Practicing Company Secretary (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 'General information and instructions relating to 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 Saturday , 28[th] December, 2024 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 e-voting period to the stock exchanges in accordance with the SEBI Listing Regulations.

e-voting to the Chairman of the Company or any other authorized officer(s) of the Company after completion of the scrutiny of the e-voting. The results of the Postal Ballot along with the

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Adani Total Gas Limited

Registered Office: “Adani Corporate House”, Shantigram, Near Vaishno Devi Circle, S G Highway, Khodiyar, Ahmedabad – 382421, Gujarat, India. Phone No.: +91 79 2656 5555 Fax No.: +91 79 25555 500 Website: www.adanigas.com Email Id: investor.agl@adani.com CIN: L40100GJ2005PLC046553

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 the 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. Saturday, 28[th] December, 2024.

SPECIAL BUSINESS:

1. To appoint Mr. Bharat Vasani (DIN: 00040243) as an Independent Director of the Company

To consider and if thought fit, approve the appointment of Mr. Bharat Vasani as Independent Director of the Company and to pass, with or without modification(s), the following resolution as a Special Resolution :

Vasani (DIN: 00040243), who was appointed as an Additional Director by the Board of Directors of the Company w.e.f. 21[st] October, 2024 pursuant to the provisions of Section 161(1) of the Act and Articles of Association of the Company 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, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for the first term of 3 (three) years commencing from 21[st] October, 2024.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to do all such acts, deeds, matters and things and to take all such steps as may be required in this connection to give effect to this Resolution and to settle any questions, difficulties or doubts that may arise in this regard.”

By order of the Board For Adani Total Gas Limited

• “RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), read with Schedule IV of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, Mr. Bharat

Mira Soni Place: Ahmedabad Company Secretary Date: 24.10.2024 Membership No.: A47160

Regd. Office:

“Adani Corporate House”, Shantigram Near Vaishno Devi Circle, Khodiyar, Ahmedabad – 382 421, Gujarat, India. CIN: L40100GJ2005PLC046553

---

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 resolutions as set out in the postal ballot notice 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, 22[nd] November, 2024 (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

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Adani Total Gas Limited

Registered Office: “Adani Corporate House”, Shantigram, Near Vaishno Devi Circle, S G Highway, Khodiyar, Ahmedabad – 382421, Gujarat, India. Phone No.: +91 79 2656 5555 Fax No.: +91 79 25555 500 Website: www.adanigas.com Email Id: investor.agl@adani.com CIN: L40100GJ2005PLC046553

• Transfer Agent of the Company, 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 CutOff 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 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.

• The e-voting rights of the Shareholders / beneficiary owners shall be reckoned on the shares held by them as on Friday, 22[nd] November, 2024 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.

• 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 pcschirag@gmail.com with a copy marked to evoting@nsdl.com.

• 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 Friday, 29[th] November, 2024 (9.00 a.m. IST) and ends on Saturday, 28[th] December, 2024 (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 Saturday, 28[th] December, 2024 . 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.

• 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 BSE Limited at www.nseindia.com and www.bseindia.com respectively, and on the website of National Securities Depository Limited at www.evoting.nsdl.com.

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Adani Total Gas Limited

Registered Office: “Adani Corporate House”, Shantigram, Near Vaishno Devi Circle, S G Highway, Khodiyar, Ahmedabad – 382421, Gujarat, India. Phone No.: +91 79 2656 5555 Fax No.: +91 79 25555 500 Website: www.adanigas.com Email Id: investor.agl@adani.com CIN: L40100GJ2005PLC046553

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.

General information and instructions relating to e-voting:

• (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

• (i) The voting period begins on Friday, 29[th] November, 2024 (9.00 a.m. IST) and ends on Saturday, 28[th] December, 2024 (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, 22[nd] November, 2024 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 9[th] 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’ resolution. Individual shareholders holding securities in demat mode are allowed to vote through their demat account(s) 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.

A) Login method for e-Voting for Individual shareholders holding securities in demat mode In terms of SEBI circular dated 9[th] December, 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

Individual Shareholders holding securities in demat mode with NSDL.

1. 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. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e- Voting period. 2. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for

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Adani Total Gas Limited

Registered Office: “Adani Corporate House”, Shantigram, Near Vaishno Devi Circle, S G Highway, Khodiyar, Ahmedabad – 382421, Gujarat, India. Phone No.: +91 79 2656 5555 Fax No.: +91 79 25555 500 Website: www.adanigas.com Email Id: investor.agl@adani.com CIN: L40100GJ2005PLC046553

	IDeAS Portal” or click at https://eservices.nsdl.com/Secu reWeb/IdeasDirectReg.jsp 3. 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. NSDLand 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.			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 see e-Voting page of the 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 available at CDSL website 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 Account. After successful 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-VotingService Providers.
			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.
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 to visit CDSL website 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-Votingoption for eligible
			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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Adani Total Gas Limited

Registered Office: “Adani Corporate House”, Shantigram, Near Vaishno Devi Circle, S G Highway, Khodiyar, Ahmedabad – 382421, Gujarat, India. Phone No.: +91 79 2656 5555 Fax No.: +91 79 25555 500 Website: www.adanigas.com Email Id: investor.agl@adani.com CIN: L40100GJ2005PLC046553

b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 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

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

	.	user ID is 12**
Login type Individual Shareholders	Helpdesk details Members facing any technical issue in login can contact NSDL helpdesk	c) For Members holding shares in Physical Form. EVEN Number followed by Folio Number registered with the
holding securities in demat mode	by sending a request at evoting@nsdl.com or call at 022 - 4886 7000	company For example if folio number is 001*** and
with NSDL		EVEN is 101456 then user
Individual Shareholders holding securities in demat mode	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no.	ID is 101456001*** 5. Password details for shareholders other than Individual shareholders are given below: a) If you are already registered for e-Voting,
with CDSL	1800-21-09911	then you can user your existing password
		to login and cast your vote.

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

• 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.

• 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.

• 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

	electronically.	electronically.
4.	Your User ID details aregiven 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 Character DP ID 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**.

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

2. 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.

3. b) Physical User Reset Password?” (If you are holding shares in physical mode)

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Adani Total Gas Limited

Registered Office: “Adani Corporate House”, Shantigram, Near Vaishno Devi Circle, S G Highway, Khodiyar, Ahmedabad – 382421, Gujarat, India. Phone No.: +91 79 2656 5555 Fax No.: +91 79 25555 500 Website: www.adanigas.com Email Id: investor.agl@adani.com

CIN: L40100GJ2005PLC046553

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.com 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. 9. 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 (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-

2. mail to pcschirag@gmail.com with a copy marked to evoting@nsdl.com. 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.

3. 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.

4. 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: 022 - 4886 7000 or send a request to evoting@nsdl.com.

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of email 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 (Company email id). 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.

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Adani Total Gas Limited

Registered Office: “Adani Corporate House”, Shantigram, Near Vaishno Devi Circle, S G Highway, Khodiyar, Ahmedabad – 382421, Gujarat, India. Phone No.: +91 79 2656 5555 Fax No.: +91 79 25555 500 Website: www.adanigas.com Email Id: investor.agl@adani.com CIN: L40100GJ2005PLC046553

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

2. In terms of SEBI circular dated 9[th] December, 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 Regd. Office: "Adani Corporate House ", Shantigram, Nr. Vaishno Devi Circle, S G Highway, Khodiyar, Ahmedabad-382421, Gujarat, India CIN: L40100GJ2005PLC046553 E-mail IDs: investor.agl@adani.com

Registrar and Transfer Agent:

Link Intime India Private Limited C-101, 247 Park, L.B.S Marg, Vikhroli West, Mumbai 400083, Maharashtra, India Tel No: +91 22 4918 6270 Fax: +91 22 4918 6060

e-Voting Agency:

National Securities Depository Limited E-mail ID: evoting@nsdl.co.in Tel No: +91 22 4886 7000

Scrutinizer:

CS Chirag Shah Practising Company Secretary E-mail ID: pcschirag@gmail.com

Encl.: As Above

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Adani Total Gas Limited

Registered Office: “Adani Corporate House”, Shantigram, Near Vaishno Devi Circle, S G Highway, Khodiyar, Ahmedabad – 382421, Gujarat, India. Phone No.: +91 79 2656 5555 Fax No.: +91 79 25555 500 Website: www.adanigas.com Email Id: investor.agl@adani.com CIN: L40100GJ2005PLC046553

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

__________________ In terms of the provisions of Section 102 of the he is not debarred from holding the office of a Companies Act, 2013 (“ the Act ”), Secretarial Director by virtue of any order passed by SEBI or Standard on General Meetings (“SS-2”) and the any other such authority pursuant to circulars Securities and Exchange Board of India (Listing dated 20[[th]] June, 2018, issued by the BSE Limited Obligations and Disclosure Requirements) and the National Stock Exchange of India Regulations, 2015 (“ SEBI Listing Regulations ”), Limited pertaining to enforcement of SEBI the following statement sets out the material Orders regarding appointment of Directors by facts relating to Agenda items as set out in this the listed companies. Notice.

he is not debarred from holding the office of a Director by virtue of any order passed by SEBI or any other such authority pursuant to circulars dated 20[[th]] June, 2018, issued by the BSE Limited and the National Stock Exchange of India Limited pertaining to enforcement of SEBI Orders regarding appointment of Directors by the listed companies.

The terms and conditions for appointment of Mr. Bharat Vasani as an Independent Director of the Company shall be open for inspection by the Members at the Registered Office of the Company during business hours on any working day, excluding Saturday.

Item No. 1: To appoint Mr. Bharat Vasani (DIN: 00040243) as an Independent Director of the Company.

Mr. Bharat Vasani (DIN: 00040243) was appointed as an Additional Director (Nonexecutive, Independent) of the Company w.e.f. 21[st] October, 2024 for the first term of 3 (three) years, based on recommendation of Nomination and Remuneration Committee.

The brief profile and other information of Mr. Bharat Vasani is given in this Notice in compliance of SEBI Listing Regulations and SS2 on General Meeting.

Pursuant to Regulation 17(1C) of SEBI Listing Regulations, the Company is required to take approval of Members for appointment of a person on the Board of the Company at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier.

Apart from receiving Directors’ remuneration as may be decided pursuant to the provisions of the Act and SEBI Listing Regulations, Mr. Bharat Vasani does not have any other pecuniary relationship with the Company.

The Board recommends the Special Resolution at Item No. 1 of the Notice for the approval of the Members.

Mr. Bharat Vasani possesses the requisite skills, experience, knowledge and capabilities identified by the Board and required for the role of an Independent Director of the Company. Considering his vast experience, the Board believes that his appointment shall be in the best interest of the Company.

Except Mr. Bharat Vasani and his relatives, none of the other Directors or Key Managerial Personnel or their relatives is, in anyway, concerned or interested, financially or otherwise, in the said resolution.

Mr. Bharat Vasani is not disqualified from being appointed as Director in terms of Section 164 of the Act and has given consent for appointment as an Independent Director for a term of 3 (three) years. The Company has, in terms of Section 160(1) of the Act, received notice in writing, proposing his candidature for appointment as an Independent Director. The Company has also received a declaration from Mr. Bharat Vasani confirming he meets the criteria of independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. Further,

By order of the Board For Adani Total Gas Limited

Mira Soni Place: Ahmedabad Company Secretary Date: 24.10.2024 Membership No.: A47160

Regd. Office:

“Adani Corporate House”, Shantigram Near Vaishno Devi Circle, S. G. Highway Khodiyar, Ahmedabad – 382 421 Gujarat, India CIN: L40100GJ2005PLC046553

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Adani Total Gas Limited

Registered Office: “Adani Corporate House”, Shantigram, Near Vaishno Devi Circle, S G Highway, Khodiyar, Ahmedabad – 382421, Gujarat, India. Phone No.: +91 79 2656 5555 Fax No.: +91 79 25555 500 Website: www.adanigas.com Email Id: investor.agl@adani.com CIN: L40100GJ2005PLC046553

Particulars of Director as required pursuant to Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard – 2

	and Secretarial Standard – 2
Name of Director and DIN	Mr. Bharat Vasani(DIN: 00040243)
Age/Date of Birth	66years / 24thAugust 1958
Nationality	Indian
Number of shares held	Nil
Date of first appointment	21stOctober 2024
Qualification	B.Com, LLB, University of Bombay, 1984 Company Secretary, ICSI, India, 1980 Leadership in Corporate Counsel, Harvard Law School, 2010 M&A Training,Harvard Business School,2007
Brief Profile and Nature of expertise in specific functional areas	Mr. Bharat Vasani is a seasoned legal professional with over 40 years of experience and is currently Senior Advisor – Corporate Laws, at the Mumbai Office of Cyril Amarchand Mangaldas (CAM). His areas of specialization include corporate and commercial laws, M&A, joint ventures, and securities law. Mr. Vasani was a Corporate Partner at CAM for the last over 5 years and has extensively advised on complex corporate transactions and several topical issues of corporate and securities law. Prior to joining CAM, Mr. Vasani was the Chief Legal & Group General Counsel of the Tata Group for around 17 years and retired from the Group as the Legal Advisor to the Tata Group Chairman. In his long stint at senior management levels, Mr. Vasani has successfully built and managed the in-house legal departments of large multinationals. He has steered several large and significant M&A transactions pursued by the Tata Group, including many successful cross-border deals. He has also successfully negotiated many joint ventures with various multinational conglomerates. He has served on the Boards of several listed and unlisted companies of the Tata Group. Mr. Vasani has extensively advised on complex commercial transactions involving nuanced legal issues on various aspects such as the related party transactions (RPT) regime in India, new CSR regime, schemes of arrangement, M&A, joint ventures etc and has also extensively advised on aspects relating to inbound and outbound investments and securities law. Mr. Vasani has a vast experience in advising clients on the SEBI LODR Regulations, including the recent amendments notified by SEBI. Over the last few months, Mr. Vasani has provided nuanced guidance to clients on strengthening their internal compliance and governance frameworks, to ensure compliance with the LODR Amendments. He has also advised various leading companies on complex aspects of corporate and securities laws, corporate governance and crisis management. Mr. Vasani has conducted comprehensive training sessions for Board and Audit Committee members, on corporate law and governance-related aspects. Mr. Vasani is highly regarded in Government and industry circles for his proactive approach on public policy issues. He is the Chairperson of the Legal Affairs Committee of the BombayChamber of Commerce and Industry- and hasproactively

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Adani Total Gas Limited

Registered Office: “Adani Corporate House”, Shantigram, Near Vaishno Devi Circle, S G Highway, Khodiyar, Ahmedabad – 382421, Gujarat, India. Phone No.: +91 79 2656 5555 Fax No.: +91 79 25555 500 Website: www.adanigas.com Email Id: investor.agl@adani.com CIN: L40100GJ2005PLC046553

	represented before the Government and regulators (like MCA, SEBI and RBI) on recent regulatory changes in the realm of corporate law. He is a keen public speaker and was selected to speak on India’s Competition Act at the reputed Chatham House, London. He is a prolific writer and routinely shares his views on various contemporary aspects related to corporate governance, and other corporate law issues on different public fora. He was also a specialist editor of the 19th Edition of A Ramaiya's celebrated commentary on the Companies Act. Mr. Vasani has authored more than 100 blogs on a diverse array of topics ranging from company law, SEBI regulations, FEMA, and corporategovernance.
Other Directorship as on 24thOctober,2024	Nil
Chairmanship/Membership of the Committees of other Companies in which position of Director is held as on 24th October,2024	Nil
Relationship with other Directors, Manager and other Key Managerial Personnel of the Company.	None
Names of listed entities from which the person has resigned inpast threeyears.	Nil
Terms and conditions of appointment/re-appointment	Appointment as an Independent Director for the first term of 3 (three) years commencing from 21stOctober, 2024.
Details of remuneration last drawn(FY 2023-24)	Not applicable
Details of remuneration sought to be paid	Remuneration by way of commission as may be decided by the Board of Directors from time to time, which together with commission paid to other Non-Executive Directors shall not exceed 1% of the annual net profits of the Company for each financial year, calculated in accordance with the provisions of the Act and the rules made thereunder. In addition, sitting fees for attending the Board/Committee meetings shall also bepaid bythe Company.
No. of Board Meetings attended during FY 2024-25 (upto the date of this Notice)	Not applicable