Your Directors are pleased to present the 31^st Annual Report along with the Audited Financial Statements of your Company for the financial year ended on 31^st March, 2023 (“FY 2022-23").

Financial Performance

The Audited Financial Statements of your Company as on 31^st March, 2023, are prepared in accordance with the relevant applicable Indian Accounting Standards (“Ind AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations") and the provisions of the Companies Act, 2013 (“Act"):

Note:

1. There are no material changes and commitments affecting the financial position of your Company, which have occurred between the end of the financial year and the date of this report.

2. Further, there has been no change in nature of business of your Company.

3. Previous year figures have been regrouped / re-arranged wherever necessary.

Performance Highlights

Operational Highlights

The key aspects of your Company's ("AEL') consolidated performance during the FY 2022-23 are as follows:

Ý Integrated Resource Management (IRM) volume

increased by 37% to 88.2 MMT vs 64.4 MMT in FY 2021-22.

Ý Mining Services production volume increased by 7% to 29.7 MMT vs 27.7 MMT in FY 2021-22.

Ý Airports handled 74.8 million passengers across 7

operational airports.

Ý In the Roads business,

• Achieved financial closure for India's largest

greenfield Ganga Expressway project for H10,238 Crore.

• Completed construction and operationalised

three road projects during the year.

Ý In Adani New Industries Ecosystem,

• New solar cell line Commercial Operation Date (COD) declared on 31^st March 2023 for new plant.

• Solar Manufacturing volume increased by

15% to 1275 MW vs 1104 MW in FY 2021-22.

• India's first and largest Wind Turbine prototype

of 5.2 MW was installed at Mundra.

• Completed upgradation of existing 1.5 GW

module line to 2.0 GW with TOPCON Cell Technology and COD declared on 1^st April, 2023.

Ý Other important milestones during the year are as

below:

• Completed H7,700 Crore primary equity transaction with Abu Dhabi based International Holding Company (IHC) for 3.5% stake.

• Completed acquisition of New Delhi Television Limited and Sibia Analytics and Consulting Services Private Limited. Further, AMG Media Networks Limited (Wholly Owned Subsidiary of your Company) has acquired 49% stake in Quintillion Business Media Limited.

Consolidated Financial Results

The Audited Consolidated Financial Statements of

your Company as on 31^st March, 2023, prepared in accordance with the relevant applicable Ind AS and Regulation 33 of the SEBI Listing Regulations and provisions of the Act, forms part of this Annual Report.

Financial Highlights:

Ý Consolidated Total Income increased by 96% to

H1,38,175 Crore in FY 2022-23 vs H70,433 Crore in FY 2021-22.

Ý Consolidated EBIDTA increased by 112% to

H10,025 Crore in FY 2022-23 vs H4,726 Crore in FY 2021-22.

Ý Consolidated PAT attributable to owners

increased by 218% to H2,473 Crore in FY 2022-23 vs H777 Crore in FY 2021-22.

Standalone Financial Results:

On standalone basis, your Company had a strong performance and registered total income of H68,592 Crore (~2.5x of previous year) and PAT of H1,623 Crore

(2.3x of previous year).

The operational performance of your Company has been comprehensively discussed in the Management Discussion and Analysis Report which forms part of

this Report.

Dividend

Your Directors have recommended a dividend of 120% (H1.20/- per Equity Share of face value of H1 each) on the fully paid up Equity Shares out of the profits of

the Company for the FY 2022-23. The said dividend, if approved by the shareholders, would result into a

cash outflow of H136.80 Crore.

The Dividend Distribution Policy, in terms of Regulation 43A of the SEBI Listing Regulations is available on the Company's website on httos://

www.adanient.erprises.com/-/media/Proiect./ Enterprises/Investors/corporate-governance/Polices/ DividendDistributionPolicv Locked.pdf

Changes in Paid up Share Capital

During the year under review, the Company has allotted

4,01,91,038 Equity Shares of face value of H1 each at a premium of H1,914.85/- per Equity Share by way of preferential allotment on a private placement basis. Accordingly, paid up share capital of your Company stands increased from 109,98,10,083 Equity Shares of H1 each to 114,00,01,121 Equity Shares of H1 each.

Transfer to Reserves

There is no amount proposed to be transferred to

the Reserves. The closing balance of the retained earnings of your Company for FY 2022-23, after all appropriations and adjustments was H4,721.22 Crore.

Further Public Offering (FPO) of Equity Shares

Your Company came out with Further Public Offering (FPO) of its equity shares aggregating to H20,000 Crore comprising of entirely fresh issue, which was fully subscribed. The issue was open for subscription from 27^th January 2023 to 31^st January 2023. In the paramount interest of investors, the Board of Directors of your Company had withdrawn fully subscribed FPO and refunded proceeds of application money to Investors due to unprecedented market volatility.

Fixed Deposits

There were no outstanding deposits within the meaning of Section 73 and 74 of the Act read with rules made thereunder at the end of the FY 2022-23 or the previous financial years. Your Company did not

accept any deposit during the year under review.

Non-Convertible Debentures

During the year under review, your Company has issued 5,900 Secured, Rated, Listed, Redeemable, Principal Protected Market Linked Non-Convertible

Debentures ("MLD”), having face value of H10 Lakhs each aggregating to H590 Crore on a private placement basis and redeemed 1593 MLD, having face value of H10 Lakhs each aggregating to H159.30 Crore. These MLDs are listed on the Wholesale Debt Market Segment of the BSE Limited. Non-Convertible Debentures amounting H1190 Crore were outstanding as on 31^st March, 2023.

Particulars of Loans, Guarantees or Investments

During the year under review, your Company has made loans, given guarantees, provided securities and made investments in compliance with Section

186 of the Act.

Subsidiaries, Joint Ventures, Associate Companies and LLPs etc.

During the year under review, the following subsidiaries

/ step-down subsidiaries have been formed / acquired:

Subsidiary companies formed/acquired:

1. Alluvial Heavy Minerals Limited

2. Kagal Satara Road Private Limited (a subsidiary of Adani Road Transport Limited ("ARTL'), which is a

wholly owned subsidiary of the Company).

3. AMG Media Networks Limited ("AMG Media”)

4. Puri Natural Resources Limited

5. Regency Convention Centre and Hotels Limited (a subsidiary of Mumbai International Airport Limited, which is a subsidiary of the Company)

6. Sompuri Natural Resources Private Limited

("SNRPL')

7. Kutch Fertilizers Limited

8. Adani Health Ventures Limited

9. Niladri Minerals Private Limited (a subsidiary of SNRPL, which is a subsidiary of the Company)

10. Indravati Projects Private Limited (a subsidiary of SNRPL, which is a subsidiary of the Company)

11. Sompuri Infrastructures Private Limited

(a subsidiary of SNRPL, which is a subsidiary of the Company)

12. Alluvial Natural Resources Private Limited

13. Mining Tech Consultancy Services Private Limited

14. Adani Global Vietnam Company Limited

(a subsidiary of Adani Global Pte. Limited,

Singapore, which is a step down subsidiary of the Company)

15. Vindhya Mines And Minerals Limited

16. Hirakund Natural Resources Limited

17. Vishvapradhan Commercial Private Limited

("VCPL') (a subsidiary of AMG Media, which is a wholly owned subsidiary of the Company)

18. Raigarh Natural Resources Limited

19. Adani Road STPL Limited (a subsidiary of ARTL,

which is a wholly owned subsidiary of the Company).

20. Adani Road GRICL Limited (a subsidiary of

ARTL, which is a wholly owned subsidiary of the Company).

21. Alwar Alluvial Resources Limited

22. Adani Disruptive Ventures Limited

23. RRPR Holding Private Limited ("RRPR”)

(a subsidiary of VCPL, which is a wholly owned subsidiary of AMG Media).

24. Alluvial Mineral Resources Private Limited

25. SIBIA Analytics and Consulting Services Private Limited

26. New Delhi Television Limited (NDTV) (a subsidiary of RRPR, which is a subsidiary of the Company).

27. NDTV Networks Limited (a subsidiary of NDTV, which is a subsidiary of the Company).

28. NDTV Media Limited (a subsidiary of NDTV, which is a subsidiary of the Company).

29. NDTV Worldwide Limited (a subsidiary of NDTV, which is a subsidiary of the Company).

30. Delta Softpro Private Limited (a subsidiary of

NDTV, which is a subsidiary of the Company).

31. NDTV Convergence Limited (a subsidiary of NDTV, which is a subsidiary of the Company).

32. NDTV Labs Limited (a subsidiary of NDTV, which is a subsidiary of the Company).

33. Armada Defence Systems Limited (a subsidiary of Agneya Systems Limited, which is a subsidiary of

the Company).

34. ADANI - LCC JV, Partnership Firm

Cessation of subsidiary companies:

1. Regency Convention Centre and Hotels Limited

2. Delta Softpro Private Limited

As on 31^st March, 2023, your Company had 187 subsidiaries (direct and indirect including LLPs), 2 associates and 1 joint venture companies. Detailed list of bodies corporate which are subsidiaries/associates/ joint ventures of your Company is provided as part of the notes to consolidated financial statements.

Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules framed there under and Regulation 33 of the SEBI Listing Regulations, your Company has prepared Consolidated Financial

Statements of the Company and its subsidiaries and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1 which forms part of this Annual Report.

The Annual Financial Statements and related detailed information of the subsidiary companies shall be made available to the shareholders of the holding and subsidiary companies of the Company seeking such information on all working days during business

hours. The financial statements of the subsidiary companies shall also be kept for inspection by any shareholder/s during working hours at the Company's Registered Office and that of the respective subsidiary

companies concerned. In accordance with Section 136 of the Act, the audited financial statements, including consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on website of the Company, www.adanienterprises.com.

Your Company has formulated a policy for determining

Material Subsidiaries. The policy is available on your Company's website and link for the same is given in Annexure - A of this report.

Pursuant to Section 134 of the Act read with Rule 8(1) of the Companies (Accounts) Rules, 2014, the details of performance of subsidiaries and joint ventures

of the Company are covered in the Management Discussion and Analysis Report, which forms part of

this Annual Report.

Management Discussion and Analysis

The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing Regulations, is presented in a section forming

part of this Annual Report.

Directors and Key Managerial Personnel

As of 31^st March, 2023, your Company's Board of Directors ("Board”) had nine members comprising

of four Executive Directors and five Non-Executive Independent Directors. The Board has one Women Independent Director. The details of Board and Committees composition, tenure of Directors, areas

of expertise and other details are available in the Corporate Governance Report, which forms part of

this Annual Report.

Changes in Director:

Dr. Omkar Goswami (DIN: 00004258) was appointed as an Additional Director (Non-Executive & Independent) of your Company w.e.f. 3^rd November, 2022. His appointment was approved by the shareholders by passing a resolution through Postal Ballot on 30^th December, 2022.

Re-appointment of Directors

In accordance with the provisions of Section 152 of

the Act, read with rules made thereunder and Articles

of Association of the Company, Mr. Vinay Prakash (DIN: 03634648) is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment.

The tenure of Mr. Gautam S. Adani as an Executive

Chairman of the Company will expire on 30^th November, 2023. The Nomination and Remuneration Committee and the Board of Directors at their meetings held on 3^rd and 4^th May, 2023 recommended and approved the re-appointment of and payment of remuneration to Mr. Gautam S. Adani as an Executive Chairman of the Company for a further period of 5 (Five) years w.e.f. 1^st December, 2023 subject to approval of Members at the ensuing AGM. Terms and conditions for his re-appointment are contained in the Explanatory Statement forming part of the Notice of this AGM.

The Board recommends the appointment / re-appointment of above Directors for your approval. Brief details of Directors proposed to be appointed / re-appointed as required under Regulation 36 of the SEBI Listing Regulations are provided in the Notice of the ensuing Annual General Meeting.

Continuation of Directorships

Mr. Hemant Nerurkar (DIN: 00265887) was re-appointed as an Independent Director of the Company for second term of 5 years at the 27^th AGM of the Company held on 7^th August, 2019 and he holds office as an Independent Director of the Company upto August, 2025 ("Current Term”). Mr. V. Subramanian (DIN: 00357727) was re-appointed as an Independent Director of the Company for second term of 5 years at the 29^th AGM of the Company held on 12^th July, 2021 and he holds office as an Independent Director of the Company upto August, 2026 ("Current Term”).

In compliance with Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, approvals / sanctions of the Members are hereby sought for continuation of office respectively by Mr. Hemant Nerurkar and Mr. V Subramanian as Independent Directors of the Company during their current terms notwithstanding they will attain the age of 75 years.

The notice convening the AGM includes the proposals for continuation of directorships held by Mr. Hemant

Nerurkar and Mr. V Subramanian as Independent Directors of the Company on attaining age of 75 years until the expiry of their current terms.

Declaration from Independent Directors

Your Company has received declarations from all the Independent Directors of your Company confirming

that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and Regulation 16(1)(b) of the SEBI Listing

Regulations and there has been no change in the circumstances which may affect their status as an Independent Director.

Committees of Board

Details of various committees constituted by the Board, including the committees mandated pursuant to the applicable provisions of the Act and SEBI Listing Regulations, are given in the Corporate Governance Report, which forms part of this Annual Report.

Number of meetings of the Board

The Board of Directors met 9 (nine) times during the year under review. The details of board meetings and

the attendance of the Directors are provided in the Corporate Governance Report, which forms part of

this Annual Report.

Independent Directors' Meeting

The Independent Directors met on 21^st March, 2023, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the committees and the Board as a whole alongwith the performance of the Chairman of your Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Board Evaluation

The Board adopted a formal mechanism for evaluating its performance and as well as that of its committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board and committees, experience and competencies, performance of specific duties and obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

At the Board meeting that followed the above mentioned meeting of the Independent Directors, the performance of the Board, its Committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

Policy on Directors' Appointment & Remuneration

Your Company's policy on Directors' appointment and remuneration and other matters ("Remuneration Policy”) pursuant to Section 178(3) of the Act is available on the website of your Company at httos://

www.adanient.erprises.com/invest.ors/corporat.e-

novernance

The Remuneration Policy for selection of Directors and determining Directors' independence sets out the guiding principles for the Nomination and Remuneration Committee for identifying the persons who are qualified to become the Directors. Your Company's Remuneration Policy is directed towards rewarding performance based on review of achievements. The Remuneration Policy is in consonance with existing industry practice.

We affirm that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy

of the Company.

Directors' Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board,

to the best of their knowledge and based on the information and explanations received from your

Company, confirm that:

a. In the preparation of the annual financial statements, the applicable accounting standards have been followed and there are no material departures;

b. Such accounting policies have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2023 and of the profit of the Company for the year ended on that date;

c. Proper and sufficient care has been taken for the

maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The annual financial statements have been prepared on a going concern basis;

e. Proper internal financial controls were in place

and that the financial controls were adequate and were operating effectively;

f. Proper systems to ensure compliance with the

provisions of all applicable laws were in place and were adequate and operating effectively.

Internal Financial Controls system and their adequacy

The details in respect of internal financial controls

system and their adequacy are included in the Management Discussion and Analysis, which forms

part of this Annual Report.

Risk Management

The Board has formed a Risk Management Committee (RMC) to frame, implement and monitor the risk

management plan for the Company. The RMC is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee

has an additional oversight in the area of financial risks and controls. The major risks identified by the businesses are systematically addressed through mitigation actions on a continual basis. Further, details are included in the separate section forming part of this Annual Report.

Board Policies

The details of various policies approved and adopted by the Board as required under the Act and SEBI Listing Regulations are provided in Annexure - A to

this report.

Corporate Social Responsibility (CSR)

The brief details of the CSR Committee are provided in the Corporate Governance Report, which forms part of this Annual Report. The CSR policy is available

on the website of your Company at https://www. adanienterprises.com/-/media/Proiect/Enterprises/ Investors/coroorate-governance/Polices/AEL CSR oolicv.odf The Annual Report on CSR activities is

annexed to this report.

Further, the Chief Financial Officer of your Company has certified that CSR spends of your Company for the FY 2022-23 have been utilized for the purpose and in the manner approved by the Board of Directors

of the Company

Corporate Governance Report

Your Company is committed to maintain highest

standards of corporate governance practices. The Corporate Governance Report, as stipulated by SEBI Listing Regulations, forms part of this Annual Report along with the required certificate from a Practicing

Company Secretary, regarding compliance of the conditions of Corporate Governance, as stipulated.

In compliance with Corporate Governance

requirements as per the SEBI Listing Regulations, your Company has formulated and implemented a Code of Conduct for all Board members and senior

management personnel of your Company ("Code of Conduct”), who have affirmed the compliance thereto.

The Code of Conduct is available on the website of your Company at https://www.adanienterprises.com/ invest.ors/corporat.e-novernance

Business Responsibility andSustainability Report

In accordance with the Listing Regulations, the Business Responsibility & Sustainability Report, describing the initiatives taken by your Company from

an environment, social and governance perspective for FY 2022-23 forms part of this Annual Report.

Annual Return

Pursuant to Section 134(3)(a) of the Act, the draft

annual return as on 31^st March, 2023 prepared in accordance with Section 92(3) of the Act is made

available on the website of your Company and can be assessed using the link ht.t.ps://www.adanient.erprises. com/investors/investor-downloads

Transactions with Related Party

All transactions with related parties are placed before the Audit Committee for its approval. An omnibus approval from Audit Committee is obtained for the related party transactions which are repetitive in nature.

All related party transactions entered into during the

financial year were on an arm's length basis and were in the ordinary course of business. Your Company had not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Act. Accordingly, the disclosure of related party transactions, as required under Section 134(3)(h) of the Act, in Form AOC - 2, is not applicable.

The Policy on Related Party Transactions is available on your Company's website and can be assessed using the link https://www. adanient.erprises.com/invest.ors/ corporate-governance

General Disclosures

Neither the Executive Chairman nor the Managing Director of your Company received any remuneration or commission from any of the subsidiary of your

Company.

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/events on these items, during the year under review:

1. Issue of equity shares with differential rights as to

dividend, voting or otherwise.

2. Issue of Shares (Including Sweat Equity Shares)

to employees of the Company under any scheme.

3. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and your Company's operation in future.

4. Voting rights which are not directly exercised

by the employees in respect of shares for the subscription/purchase of which loan was given by the Company (as there is no scheme pursuant to

which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Act).

5. There has been no change in the nature of business of your Company.

6. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

7. One time settlement of loan obtained from the Banks or Financial Institutions.

8. Revision of financial statements and Directors'

Report of your Company.

Insurance

Your Company has taken appropriate insurance for

assets against foreseeable perils.

Statutory Auditors & Auditors' Report

Pursuant to Section 139 of the Act read with rules

made thereunder, as amended, M/s. Shah Dhandharia & Co LLP, Chartered Accountants (Firm Registration No. 118707W/W10 0724), were appointed as the Statutory Auditors of your Company for the second term of five years till the conclusion of 35^th Annual General Meeting (AGM) of your Company to be held in the year 2027. In accordance with the provisions of the Act, the appointment of Statutory Auditors is not required to be ratified at every AGM.

The Statutory Auditors have confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory Auditors

of your Company.

Representative of the Statutory Auditors of your Company attended the previous AGM of your

Company held on 26^th July, 2022.

The Notes to the financial statements referred in the Auditors' Report are self-explanatory. The Auditors' Report is enclosed with the financial statements forming part of this Annual Report.

Explanation to Auditors' Comment:

The Auditors' modified opinion has been appropriately dealt with in Note No. 47(d) and 58 (Consolidated

Financial Statements) and Note No. 59 (Standalone Financial Statements) and doesn't require any further

comments under section 134 of the Act.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the Board had re-appointed Mr. Ashwin Shah, Practicing Company

Secretary, to undertake the Secretarial Audit of your Company for the FY 2022-23. The Secretarial

Audit Report for the year under review is provided as Annexure-B of this report. There are no qualifications, reservations or adverse remarks or disclaimers in the

said Secretarial Audit Report.

Cost Audit Report

Your Company has re-appointed M/s. K. V. Melwani & Associates, Practicing Cost Accountants to conduct audit of cost records of Mining Activities of the Company for the year ending 31^st March, 2024.

The Cost Audit Report for the year 2021-22 was filed

within prescribed time limit with the Ministry of Corporate Affairs.

Your Company has maintained the cost accounts and records in accordance with Section 148 of the Act and rules made thereunder.

Secretarial Standards

During the year under review, your Company has complied with all the applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of

India.

Investor Education and Protection Fund (IEPF)

During the year, your Company transferred the unclaimed and un-encashed dividends for the year 2014-15 amounting to H11,05,487/-. Further, 23,780 corresponding shares, on which dividends were unclaimed for seven consecutive years, were transferred as per the requirements of the IEPF Rules. The details of the resultant benefits arising out of shares already transferred to the IEPF, year-wise amounts of unclaimed / un-encashed dividends lying in the unpaid dividend account up to the year, and the corresponding shares, which are liable to be transferred, are provided in the Shareholder information section of the Corporate Governance Report (forming part of this Annual Report) and are also available on your Company's website, at www. adanienterprises.com.

Reporting of frauds by auditors

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditor have not

reported any instances of fraud committed against your Company by its officers or employees to the

Audit Committee or the Board, under section 143(12)

of the Act.

Particulars of Employees

Your Company had 2,140 employees on a standalone basis as on 31^st March, 2023.

The percentage increase in remuneration, ratio of remuneration of each Director and key managerial personnel (KMP) (as required under the Act) to the median of employees' remuneration, as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in separate annexure forming part of this report as Annexure-C.

The statement containing particulars of employees as required under Section 197 of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate annexure forming part of this report. In terms of Section 136 of the Act, the report and accounts are being sent to the Members and others entitled thereto, excluding the said annexure which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

Prevention of Sexual Harassment at Workplace

As per the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has constituted Internal Complaints Committees (ICs) at all relevant locations across India to consider and resolve the complaints related to sexual harassment. The ICs includes external members with relevant experience. The ICs, presided by senior women, conduct the investigations and make decisions at the respective locations. The ICs also work extensively on creating awareness on relevance of sexual harassment issues, including while working remotely.

During the year under review, your Company has not received any complaint pertaining to sexual harassment.

All new employees go through a detailed personal

orientation on anti-sexual harassment policy adopted by your Company.

Vigil Mechanism

Your Company has adopted a whistle blower policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177 of the Act and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation.

The vigil mechanism of your Company provides

for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases.

No person has been denied access to the Chairman of the Audit Committee. The said policy is uploaded on the website of your Company at https:// www.adanient.erprises.com/invest.ors/corporat.e-governance

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read

with Rule 8 of The Companies (Accounts) Rules, 2014,

as amended, is provided as Annexure-D of this report.

Acknowledgment

Your Directors are highly grateful for all the

guidance, support and assistance received from the Government of India, Governments of various states in India, concerned Government departments, Financial Institutions and Banks. Your Directors thank

all the esteemed shareholders, customers, suppliers and business associates for their faith, trust and confidence reposed in your Company.

Your Directors also wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that your Company continues to grow and excel.

For and on behalf of the Board of Directors

Gautam S. Adani

Place : Ahmedabad Executive Chairman

Date: 4^th May, 2023 (DIN: 00006273)