ADANI TOTAL GAS LIMITED - Proxy Solicitation & Information Statement 2025

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2[nd] July, 2025

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

Sub: Intimation under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) - Notice of Postal Ballot.

Dear Sir/Madam,

Pursuant to Regulation 30 of the SEBI Listing Regulations, please find enclosed herewith a copy of the Postal Ballot Notice dated July 1, 2025 along with the Explanatory Statement thereto, seeking consent of the members of Adani Total Gas Limited (“Company”) on the following special business:

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Sr. No. Particulars Type of Resolution
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To approve the re-appointment of Ms. Gauri Trivedi Special Resolution (DIN: 06502788) as an Independent Director (NonExecutive) of the Company to hold office for second term of three (3) years.

In compliance with the relevant circulars issued by the Ministry of Corporate Affairs from time to time, the Postal Ballot Notice is being sent by electronic mode only to those Members whose names appear in the Register of Members / List of Beneficial Owners and whose e-mail addresses are registered with the Registrar and Share Transfer Agent of the Company i.e. MUFG Intime India Private Limited (Formerly known as Link Intime India Private Limited) and the Depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited as on the cut-off date i.e. Monday, June 30, 2025 .

The Company has engaged the services of National Securities Depository Limited (NSDL) for facilitating remote e-voting to enable the Members to cast their votes electronically. The remote e-voting on the resolution set out in the Postal Ballot Notice shall commence from Thursday, July 3, 2025 at 9.00 A.M. (IST) and shall end on Friday, August 1, 2025 at 5:00 P.M. (IST).

Adani Total Gas Limited Tel : +91 79 6624 3200 (Formerly known as Adani Gas Ltd) Fax: +91 79 2754 2988 Crest 4-5, Inspire Business Park [email protected] Shantigram, Nr. Vaishnodevi Circle, www.adanigas.com S.G.Highway, Ahmedabad – 382 421 Gujarat, India CIN: L40100GJ2005PLC046553 Registered Office : “Adani Corporate House”, Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad - 382421

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This intimation is also being uploaded on the Company’s website www.adanigas.com in terms of Regulation 30 of the SEBI Listing Regulations.

Kindly take the same on your record.

Thanking you,

Yours faithfully, For Adani Total Gas Limited Anil Digitally signed by Anil Ramsahay Ramsahay Agrawal Date: 2025.07.02 Agrawal 17:13:14 +05'30' Anil Agrawal Company Secretary Membership No. A14063

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NOTICE OF POSTAL BALLOT

[Pursuant to Section 108 and 110 of the Companies Act, 2013 read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 as amended]

To, The Members, Adani Total Gas Limited

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 April 8, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 5, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 3/2022 dated May 5, 2022, 11/2022 dated December 28, 2022, 9/2023 dated September 25, 2023 and 09/2024 dated September 19, 2024 issued by the Ministry of Corporate Affairs, Government of India (' MCA Circulars '), Secretarial Standard on General Meetings (“ SS-2 ”) (as amended) issued by the Institute of Company Secretaries of India and any other applicable law, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the resolution set out below is proposed to be passed 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. Raimeen Maradiya, Partner, Chirag Shah and Associates, Practicing Company Secretary (Membership No. 11283 & COP No. 17554) as the Scrutinizer for conducting the postal ballot (e-voting process) in a fair and transparent manner.

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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 only not later than 5:00 p.m. (IST) on Friday, August 1, 2025 failing which it will be considered that no reply has been received from the Member.

The Company has engaged the services of National Securities Depository Limited (hereinafter referred to as “NSDL” or “Service Provider” ) for facilitating e-voting to enable the Members to cast their votes electronically instead of dispatching postal ballot forms. In accordance with the MCA Circulars, the Company has made necessary arrangements with MUFG Intime India Private Limited (Formerly known as Link Intime India Private Limited), Registrar and Share Transfer Agent (“RTA”) to enable the Members to register their e-mail address. Those Members who have not yet registered their email 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.

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 e-voting. The results of the Postal Ballot along with the Scrutinizer's Report will also be displayed on the website of the Company at https://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, by the requisite majority of Members by means of Postal Ballot will be taken as having duly passed on the last date specified for e-voting i.e. Friday, August 1, 2025.

SPECIAL BUSINESS:

Item No. 1

To consider and if thought fit, to pass, the following resolution as Special Resolution:

To approve the re-appointment of Ms. Gauri Trivedi (DIN: 06502788) as an Independent Director (Non-Executive) of the Company to hold office for second term of three (3) years

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“ RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) and the rules framed thereunder, read with Schedule IV of the Act and Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, (“SEBI Listing Regulations”) (including any statutory modification or re-enactment thereof, for the time being in force), and the provisions of the Articles of Association of the Company, Ms. Gauri Trivedi (DIN: 06502788), who was appointed as an Independent Director for an initial term of five (5) years and who holds office upto August 4, 2025 and who is eligible for re-appointment and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a shareholder proposing her candidature for the office of Director, be and is hereby re-appointed as an Independent Director (Non-Executive) of the Company, not liable to retire by rotation, to hold office for a second term of three (3) consecutive years w.e.f August 5, 2025.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to take all actions and do all such deeds, matters and things, as may be necessary, proper or desirable and to settle any question, difficulty or doubt that may arise in this regard.”

By Order of the Board

For Adani Total Gas Limited

Anil Agrawal Company Secretary Membership No. A14063

Date: July 1, 2025 Place: Ahmedabad Registered Office : Adani Corporate House, Shantigram, Nr. Vaishnodevi Circle, S. G. Highway, Khodiyar, Ahmedabad – 382421 Gujarat, India CIN: L40100GJ2005PLC046553

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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 resolution as set out in the postal ballot notice is 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 , Monday, June 30, 2025 (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 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 prepaid business envelope will not be sent to the Members for the Postal Ballot. Accordingly, the communication of the assent or dissent of the Members would take place through the e-voting system only.
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.
In light of the MCA Circulars, Members who have not registered their e-mail addresses and in consequence the e-voting notice could not be serviced, may temporarily get their e-mail address registered with the Company’s RTA, MUFG Intime India Private Limited (Formerly known as Link Intime India Private Limited), by clicking the link : https://web.in.mpms.mufg.com/EmailReg/Email_Register.html

Post successful registration of the e-mail, the member would get soft copy of the notice and the procedure for e-voting along with the User ID and Password

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to enable e-voting for this Postal Ballot. In case of any queries, member may write to [email protected],mufg.com

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 Monday, June 30, 2025 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 email 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 Thursday, July 3, 2025 (9:00 a.m. IST) and ends on Friday August 1, 2025 (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 resolution, if approved, by requisite majority, shall be deemed to have been passed on the last date of e-voting, which would be Friday, August 1, 2025. The resolution passed by the Members through Postal Ballot are deemed to have been passed as if the same has been passed at a general meeting of the Members.

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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
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 a request by way of an email to [email protected].

General information and instructions relating to e-voting:

i. The voting period begins on Thursday, July 3, 2025 (9:00 a.m. IST) and ends on Friday August 1, 2025 (5:00 p.m. IST). During this period, the shareholders of the Company, holding shares, as on the cutoff date (record date) viz., Monday, June 30, 2025 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.

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THE INSTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING:

Step 1: Access to NSDL e-Voting system

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

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

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Type of Login Method
shareholders
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Type of shareholders Login Method	Type of shareholders Login Method	Type of shareholders Login Method

Individual Shareholders holding securities in demat mode with NSDL.	1. 2.	For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/evoting login.jsp.You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. 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. 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 ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting

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Type of Login Method
shareholders
website of NSDL for casting your vote during the remote
e-Voting period.
3. If you are not registered for IDeAS e-Services, option to
register is available at https://eservices.nsdl.com. Select
“Register Online for IDeAS Portal” or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
4. Visit the e-Voting website of NSDL. Open web browser by
typing the following URL: https://www.evoting.nsdl.com/
either on a Personal Computer or on a mobile. Once the
home page of e-Voting system is launched, click on the
icon “Login” which is available under ‘Shareholder/Member’
section. A new screen will open. You will have to enter your
User ID (i.e. your sixteen digit demat account number hold
with NSDL), Password/OTP and a Verification Code as
shown on the screen. After successful authentication, you
will be redirected to NSDL Depository site wherein you can
see e-Voting page. Click on company name or e-Voting
service provider i.e. NSDL and you will be redirected to e-
Voting website of NSDL for casting your vote during the
remote e-Voting period.
5. Shareholders/Members can also download NSDL Mobile
App “ NSDL Speede ” facility by scanning the QR code
mentioned below for seamless voting experience.
Individual 1. Users who have opted for CDSL Easi / Easiest facility, can
Shareholders login through their existing user id and password.
holding
Option will be made available to reach e-Voting page
securities in
without any further authentication. The users to login Easi
demat mode
with CDSL / Easiest are requested to visit CDSL website
www.cdslindia.com and click on login icon & New System
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Type of shareholders	Login Method
	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 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 onwww.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-Voting Service 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.

Type
of
shareholders

Login Method

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 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 onwww.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-Voting
Service 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.

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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 [email protected] or call at 022 - 4886 7000
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. 1800-21-09911

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?

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. 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 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***

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then your user ID is
IN30012.
b) For Members who hold shares 16 Digit Beneficiary ID
in demat account with CDSL. For example if your Beneficiary ID is
12** then your user ID is
12**
c) For Members holding shares in EVEN Number followed by Folio
Physical Form. Number registered with the
company
For example if folio number is
001 and EVEN is 101456 then
user ID is 101456001
5. Password details for shareholders other than Individual shareholders are
given below:
a) If you are already registered for e-Voting, then you can user your
existing password to login and cast your vote.
b) If you are using NSDL e-Voting system for the first time, you will need
to retrieve the ‘initial password’ which was communicated to you.
Once you retrieve your ‘initial password’, you need to enter the ‘initial
password’ and the system will force you to change your password.
c) How to retrieve your ‘initial password’?
(i) If your email ID is registered in your demat account or with
the company, your ‘initial password’ is communicated to you
on your email ID. Trace the email sent to you from NSDL from
your mailbox. Open the email and open the attachment i.e. a
.pdf file. Open the .pdf file. The password to open the .pdf file
is your 8 digit client ID for NSDL account, last 8 digits of
client ID for CDSL account or folio number for shares held in
physical form. The .pdf file contains your ‘User ID’ and your
‘initial password’.
(ii) If your email ID is not registered, please follow steps
mentioned below in process for those shareholders whose
email ids are not registered
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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.

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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 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 "eVoting" 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 : 022 - 4886 7000 or send a request to Ms Pallavi Mahatre at [email protected]

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 .

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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.

Contact Details:

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Company Adani Total Gas Limited
Regd. Office :
Adani Corporate House,
Shantigram, Nr. Vaishnodevi Circle,
S. G. Highway, Khodiyar,
Ahmedabad – 382421 Gujarat, India
Ph +91 79-6624 3200
www.adanigas.com
CIN: L40100GJ2005PLC046553
E mail: [email protected]
Registrar and Transfer M/s. MUFG Intime India Private Limited
Agent (Formerly Link Intime India Private Limited)
Regd. Office:
C-101, 247 Park, L B S Marg, Vikhroli (West),
Mumbai – 400 083.
Tel: 91-22-49186270
E mail ID: [email protected],mufg.com
https://in.mpms,mufg.com
e-voting Agency National Securities Depository Limited
E-mail ID: [email protected]
Phone: +91 22- 4886 7000
Scrutinizer CS Raimeen Maradiya
Partner, Chirag Shah and Associates,
Practicing Company Secretary
E mail: [email protected]
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ANNEXURE TO NOTICE

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 AND/OR REGULATION 36 (3) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

______________ In terms of the provisions of Section 102 of the Companies Act, 2013 (“the Act”), Secretarial Standard on General Meetings (“SS-2”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the following statement sets out the material facts relating to Agenda item as set out in this Notice.

Item No. 1

Ms. Gauri Trivedi (DIN: 06502788) was appointed as an Independent Director of the Company, pursuant to the provisions of Section 149 of the Companies Act, 2013 (“Act”) read with Companies (Appointment and Qualification of Directors) Rules, 2014, for an initial term of five (5) years commencing on August 5, 2020 and which will end on August 4, 2025.

Pursuant to the progressive governance practice adopted across the Adani Portfolio of entities, all the Independent Directors are being re-appointed for 3 (three) years. This approach allows for a periodic refresh of the board's composition, bringing in new perspectives and expertise while maintaining stability and continuity. The specified term limits also serve to reinforce the independence and objectivity of the directors, ensuring that they can contribute effectively without being influenced by prolonged tenure.

The Nomination and Remuneration Committee, on the basis of the report of performance evaluation of Independent Directors has recommended the reappointment of Ms. Gauri Trivedi as an Independent Director for a second term of three (3) years effective from August 5, 2025.

The Board, based on the recommendation of Nomination and Remuneration Committee, considers that given the background, experience and contributions made by Ms. Trivedi during her tenure, the continued association of Ms. Trivedi would be beneficial to the Company.

Accordingly, it is proposed to re-appoint Ms. Gauri Trivedi as an Independent Director of the Company, not liable to retire by rotation and to hold office for a second term of three (3) years on the Board of the Company.

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Section 149 of the Act prescribes that an independent director of a company shall meet the criteria of independence as provided in Section 149(6) of the Act. Section 149(10) of the Act provides further that an independent director shall hold office for a term of up to five consecutive years on the Board and shall be eligible for re-appointment on passing a special resolution by the company and disclosure of such appointment in its Board’s report. Section 149(11) provides that an independent director may hold office for up to two consecutive terms.

Ms. Gauri Trivedi is not disqualified from being appointed as Director in terms of Section 164 of the Act and has given her consent to act as Director.

The Company has received notice in writing from a Member under Section 160 of the Act proposing the candidature of Ms. Gauri Trivedi for the office of Independent Director of the Company.

The Company has also received a declaration from Ms. Gauri Trivedi that she meets the criteria of Independence as prescribed under Section 149(6) of the Act and Regulation 16 of the SEBI Listing Regulation as amended from time to time.

In the opinion of the Board, Ms. Gauri Trivedi fulfils the conditions for appointment as an Independent Director as specified in the Act.

The terms and conditions for appointment of Ms. Gauri Trivedi as an Independent Director of the Company shall remain open for inspection by the Members at the Registered Office of the Company during normal business hours on any working day, excluding Saturday. The terms of appointment are also available on the website of the Company.

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

The Board recommends the said resolution, as set out in item 1 of this Notice for your approval.

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Ms. Gauri Trivedi is deemed to be interested in the said resolution as it relates to her appointment. None of the other Directors or key managerial personnel of the Company or their relatives is, in anyway, concerned or interested, financially or otherwise in the said resolution.

By Order of the Board, For Adani Total Gas Limited

Anil Agrawal Company Secretary Membership No.: A14063

Place : Ahmedabad Date: July 1, 2025

Registered Office:

“Adani Corporate House”, Shantigram, Nr. Vaishnodevi Circle, S.G. Highway, Khodiyar, Ahmedabad – 382421 CIN : L40100GJ2005PLC046553

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ANNEXURE TO NOTICE

Details of Director seeking re-appointment pursuant to Regulation 36(3) of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 and Secretarial Standard 2 on General Meetings.

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Name of Director and DIN Ms. Gauri Trivedi (DIN: 06502788)
Age / Date of birth 65 years, May 18, 1960
No. of shares held including Nil
shareholding as beneficial owner
Qualification  Master’s degree in political science from
Jawaharlal Nehru University (JNU), Delhi,
 M. Phil (Soviet Studies), JNU, Delhi
 Doctorate in Philosophy from Institute of Social
& Economic Change, Bangalore and Institute of
Development Studies, Mysore
 PGPPM from Indian Institute of Management
(IIM), Bangalore
Brief profile and nature of Ms Gauri Trivedi held several administrative posts in
expertise in specific functional Karnataka including Assistant Commissioner, Joint
areas Director (Commerce and Industry), Chief Secretary/
Director Rural Development and Panchayati Raj,
Deputy Commissioner (Excise), Joint Registrar of
Cooperative Societies. She has served as Managing
Director of HESCOM, a power distribution company;
Managing Director of the Karnataka State Food &
Civil Supplies Corporation; Secretary to the
Government in the Revenue Department of
Karnataka; and Secretary to the Governor of
Karnataka.
She currently serves on the board of companies such
as Adani Airport Holdings, The Sandesh Group, Nikhil
Adhesives and Bhaikaka University
Date of first appointment on the August 5, 2020 to August 4 2025 (first term of five
Board years)
Terms and conditions of Re-appointment as an Independent Director for
appointment second term of three (3) years commencing from
August 5, 2025
Remuneration last drawn INR 46.95 lakhs (Sitting Fees and Commission
(FY 2024-25) (per annum) including participation fees paid for attending
Director Engagement Series)
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Details of remuneration sought to Remuneration by way of commission as may be
be paid 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 be paid by the Company.
Relationship with other Directors, None
Manager and other Key
Managerial Personnel of the
Company
No. of Board Meetings attended Ms Gauri Trivedi has attended all the five (5) Board
during FY 2024-25 meetings conducted during F Y 2024-25
Expertise in specific functional Business Leadership, Risk Management, Corporate
areas Governance & ESG, Technology & Innvovation
Name of the companies in which  The Sandesh Limited ^^
he holds directorship as on March  Nikhil Adhesives Limited ^^
31, 2025  Adani Airport Holdings Limited^^
 Adani TotalEnergies Biomass Limited
 New Age Education and Skills Foundation
Name of committees in which The Sandesh Limited ^^
he/she holds membership/  Audit Committee (Member)
chairmanship as on March 31,  Risk Management Committee (Member)
2025^^
Nikhil Adhesives Limited ^^
 Audit Committee (Member)

Stakeholders’ Relationship Committee (Member)
 Nomination and Remuneration Committee
(Member)
Adani Airport Holdings Limited^^
 Stakeholders’ Relationship Committee
(Chairperson)
 Corporate Social Responsibility Committee
(Chairperson)
 Audit Committee (Member)
 Risk Management Committee (Member)
Resignations, if any, from listed None
entities (in India) in past three
years
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Registered Office : “Adani Corporate House”, Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad - 382421

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Details of Board/ Committee Meetings attended during the year	The details of her attendance during FY 2024-25 are given in the Corporate Governance Report, which forms part of Company’s Integrated Annual Report for F Y 2024-25.
Information as required pursuant to BSE circular ref no. LIST/ COMP/ 14/ 2018-19 and the National Stock Exchange of India Limited with ref no. NSE/CML/2018/24, dated June 20,2018.	Ms. Gauri Trivedi is not debarred from holding the office of director pursuant to any SEBI order or any other authority.

^^Listed Companies

Tel : +91 79 6624 3200 Fax: +91 79 2754 2988 [email protected]

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

AI assistant

ADANI TOTAL GAS LIMITED Proxy Solicitation & Information Statement 2025

61235_rns_2025-07-02_d0310eec-2a3c-455b-bce4-bc4e3469a1ae.pdf

Sub: Intimation under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) - Notice of Postal Ballot.

NOTICE OF POSTAL BALLOT

To, The Members, Adani Total Gas Limited

SPECIAL BUSINESS:

Item No. 1

Notes:

General information and instructions relating to e-voting:

THE INSTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING:

Step 1: Access to NSDL e-Voting system

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

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

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

Contact Details:

ANNEXURE TO NOTICE

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 AND/OR REGULATION 36 (3) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

Item No. 1

Place : Ahmedabad Date: July 1, 2025

Registered Office:

ANNEXURE TO NOTICE

Details of Director seeking re-appointment pursuant to Regulation 36(3) of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 and Secretarial Standard 2 on General Meetings.

AI assistant

ADANI TOTAL GAS LIMITED — Proxy Solicitation & Information Statement 2025

61235_rns_2025-07-02_d0310eec-2a3c-455b-bce4-bc4e3469a1ae.pdf

Sub: Intimation under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) - Notice of Postal Ballot.

NOTICE OF POSTAL BALLOT

To, The Members, Adani Total Gas Limited

SPECIAL BUSINESS:

Item No. 1

Notes:

General information and instructions relating to e-voting:

THE INSTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING:

Step 1: Access to NSDL e-Voting system

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

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

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

Contact Details:

ANNEXURE TO NOTICE

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 AND/OR REGULATION 36 (3) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

Item No. 1

Place : Ahmedabad Date: July 1, 2025

Registered Office:

ANNEXURE TO NOTICE

Details of Director seeking re-appointment pursuant to Regulation 36(3) of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 and Secretarial Standard 2 on General Meetings.

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ADANI TOTAL GAS LIMITED Proxy Solicitation & Information Statement 2025