The Board of Directors of the Company, in their meeting held on 8th April 2022 have approved the transaction for issue of 15,682,600 equity share of face value of H10 each of the Company, for total consideration of H3,850 Crores to Green Transmission investment Holding RSC Limited ("investor”), on a preferential basis. The current principal shareholder of the Investor is IHC Capital Holding LLC , Abu Dhabi, UAE. The transaction is approved by the shareholder in their meeting held on 3rd May, 2022.

b. Terms/rights attached to equity shares

The Company has only one class of equity shares having par value of H10 per share. Each holder of equity shares is entitled to one vote per share. The dividend if proposed by the Board of Directors is subject to approval of the share holders in the ensuing Annual General Meeting. In the event of liquidation of the Company the holders of the equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the share holders.

a) The Company had issued Unsecured Perpetual Equity Instrument (the "Instrument”) to Adani Infra (India) Limited. This Instrument carrying a interest rate (i.e. 11.80% on H1496.11 Cr & 0% on H1559.55 Cr as at 31st March, 2022) are perpetual in nature with no maturity or redemption and are callable only at the option of the Company. During the year company has repaid the H3075.46 Cr (including distribution on perpetual equity instrument) to Adani Infra (India) Limited.

b) During the year the company has issued Perpetual Equity instrument to the Subsidiary companies for H8.00 Crores (P.Y. : H75.62 Crores). Company has converted Perpetual equity instrument into inter corporate

deposit in current year.

i. Capital Reserve : It has been created on acquisition of subsidiary companies,

ii. Hedge Reserve : The cash flow hedging reserve represents the cumulative effective portion of gains or losses arising on changes in fair value of designated portion of hedging instruments entered into for cash flow hedges. The cumulative gain or loss arising on changes in fair value of the designated portion of the hedging instruments that are recognised and accumulated under the heading of cash flow hedging reserve will be reclassified to profit or loss only when the hedged transaction affects the profit or loss, or included as a basis adjustment to the non-financial hedged item.

iii. General Reserve : It has been created pursuant to the demerger of transmission undertaking of Adani Enterprises Limited into the company. The general reserve is used from time to time to transfer profit from

retained earnings for apportion purposes.

iv. Self Insurance Reserve : The company has decided that insurance of the transmission lines of subsidiary companies would be through the self-insurance to mitigate the loss of assets hence a reserve has been created. The insurance of sub stations of subsidiary companies are covered through insurance companies

under all risk policy.

v. Retained Earnings : Retained earnings represents the amount of profits or losses of the company earned till

date net of appropriation.

vi. Security premium : The Company has received an aggregate consideration of H3850.00 Cr from Green Transmission Investment Holding RSC Limited towards subscription of 15682600 equity shares of the company of the face value of H10 each at price of H2454.95 per equity share which includes a premium of H2444.95 per equity share aggregating to H3834.32 Cr.

vii. Restructuring reserve : Company has transferred/novated, its investments in equity shares (at fair value), and Inter Corporate Deposits placed with ATIL and MEGPTCL, USD denominated borrowings of Senior Secured Notes / Bonds (aggregating USD 937.50 million) along with corresponding hedge contracts, identified fixed assets, cash equivalent to restricted reserve and working capital loans to ATSOL. The Company has received the consideration on transfer of the said assets and liabilities in form of 0% Compulsorily Convertible Debentures from ATSOL. The transaction being a common control transaction, the difference between net liabilities transferred and the value of CCD recorded, being H5,321.04 Crores has been recognized in Other Equity of the Company.

# Refer Note - 37

Contract assets :

Contract asset is the right to consideration in exchange for goods or services transferred to the customer. Contract Assets are transferred to receivables when the rights become unconditional.

Contract liabilites :

A Contract liability is the obligation to transfer goods or services to a customer for which the Company has received consideration (or an amount of consideration is due) from the customer, If the customer pays contribution before the Company transfers goods or services to the customers, a contract liability is recognized when the payment is made or the payment is due (whichever is earlier). Contract liabilities are recognized as revenue when the performance of obligation is satisfied.

(ii) No funds have been received by the Company from any person(s) or entity(ies), including foreign entities (Funding Parties), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

37 The Company consequent to an agreement (as part of internal restructuring) entered into between itself and its wholly own subsidiaries, viz; Adani Transmission Step-One Limited ('ATSOL'), Adani Transmission (India) Limited ('ATIL'), and Maharashtra Eastern Grid Power Transmission Company Limited ('MEGPTCL'), has transferred/novated, as the case may be, its investments in equity shares of (at fair value), and Inter Corporate Deposits placed with ATIL and MEGPTCL, USD denominated borrowings of Senior Secured Notes / Bonds (aggregating USD 937.50 million outstanding as at date of restructuring) along with corresponding hedge contracts, identified fixed assets, cash equivalent to restricted reserve and working capital loans to ATSOL after obtaining requisite approvals. ATSOL has discharged the consideration towards acquisition of the said assets and liabilities by way of issuance of twenty five crore Compulsorily Convertible Debentures (CCD) of face value of H100 to ATL amounting to H2500.00 Crores. The transaction being Common control transaction has been accounted at book value and the difference being H5,321.04 Crores between net liabilities transferred and the consideration received in form of CCD, is recognised under the head 'Restructuring reserve' (Other equity).

38 (i) Du ring the year, the Company has signed a Share Purchase Agreement (SPA) and completed the

acquisition of :

a. WRSR Power Transmission Limited (WRSR) with effect from 17th January, 2023. WRSR will establish Transmission System for ISTS Network Expansion scheme in Western Region & Southern Region for export of surplus power during high RE scenario in Southern Region.

b. Khavda II-A Transmission Limited (KTL) with effect from 28th March, 2023. KTL will build, own, operate and transfer transmission line for evacuation of 4.5GW RE injection at Khavda PS under Phase II- Part A approximately 380 ckt kms of transmission line connecting Khavda pooling station 2 to Lakadia S/s with

bay extension at both end.

(ii) The Company has entered into agreement with the Adani Enterprise Limited (AEL), LCC Project Private Limited (LPPL) to form partnership firm (Adani - LLC JV) on mutual agreed terms for construction, operation and maintenance of Shakkar Pench Link Combined Project for 60 months.

The participation share of each party as per partnership deed is AEL - 60%, ATL - 20%, LPPL - 20%.

(iii) During the year, Company has acquired 100% ownership in Adani Green Energy Thirty Limited (AGE30L) to Khavda - Bhuj Transmission Limited (wholly owned subsidiary of the company) ) for consideration of

H 0.01 Crores. Accordingly, AGE30L became wholly owned step-down subsidiary w.e.f. 31st March, 2023.

(iv) The Company has signed definitive agreements with Essar Power Limited ('EPL') for acquiring 673 Ckt. kms operational inter-state transmission project owned and operated by Essar Power Transmission Company Limited (EPTCL), a subsidiary of EPL. The Enterprise value for the transaction is H 1,913.00 Crores. Pursuant to the agreement, the Company has given an interest bearing loan of H469.17 Crores to EPL of which H400.00 Crores is secured by way of Hypothecation over sale Securities. (i.e. shares) of EPL. As EPTCL has one license combining stage I and II assets, EPTCL has filed the petition with CERC for bifurcation of the Transmission License between stage I and stage II assets. The transaction is expected to be completed by December 2023 post the approval of Central Electricity Regulatory Commission ("CERC”) and National Company Law Tribunal ("NCLT”) for bifurcation of the license.

The company has entered Optical Fibre Lease Agreement with the Adani Transmission (India) Ltd for grant to Indefeasible Right of Use of Dark fibres on lease to the company for 15 years from Mundra to Mohindergarh for approx. 1020 Kms. Further, the Company is liable to pay the O&M Fees at the rate of 3% per annum of each Link's IRU Fee on quarterly basis in advance.

40 Corporate Social Responsibility (CSR)

As per section 135 of the Companies Act, 2013, a Corporate Social Responsibility (CSR) committee has been formed by the Company. The funds are utilized on the activities which are specified in Schedule VII of the Companies Act, 2013. The utilisation is done by way of contribution towards various activities.

(a) Gross amount as per the limits of Section 135 of the Companies Act, 2013 : H Nil (Previous year : H0.26

Crores)

(b) Amount spent and paid during the year ended 31st March, 2023 : H Nil (Previous year : H0.26 Crores)

41 Segment Reporting

The Company prepares parent's separate financial statements as well as consolidated financial statements and hence segment reporting as required under Ind AS 108 - Operating Segments' has been given in consolidated financial statements. Hence, no separate disclosure of segment reporting is required in

standalone financial statements.

42 As per Ind AS 19 Employee Benefits, the disclosures are given below.

- The Company has a defined benefit gratuity plan (funded) and is governed by the Payment of Gratuity Act, 1972. Under the Act, every employee who has completed at least five consecutive years of service is entitled

to gratuity benefits on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is funded with the Life Insurance Corporation of India (LIC) in the form of a qualifying insurance policy for future payment of gratuity to the employees.

- Each year, the management reviews the level of funding in the gratuity fund. Such review includes the asset - liability matching strategy. The management decides its contribution based on the results of this review. The management aims to keep annual contributions relatively stable at a level such that no plan deficits (based on valuation performed) will arise.

(a) (i) Defined Benefit Plan

The Company operates a defined benefit plan (the Gratuity plan) covering eligible employees, which provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employee's last drawn salary and the tenure of

employment.

The status of gratuity plan as required under Ind AS-19:

viii). The Company has defined benefit plans for gratuity to eligible employees, the contributions for which are made to the Life Insurance Corporation of India who invests the funds as per the Insurance Regulatory Development Authority's guidelines.

x). Asset-Liability Matching Strategies

The Company has purchased insurance policy, which is basically a year-on-year cash accumulation plan in which the interest rate is declared on yearly basis and is guaranteed for a period of one year. The insurance company, as part of the policy rules, makes payment of all gratuity outgoes happening during the year (subject to sufficient funds under the policy). The policy, thus, mitigates the liquidity risk. However, being a cash accumulation plan, the duration of assets is shorter compared to the duration of liabilities. Thus, the Company is exposed to movement in interest rate (in particular, the significant fall in interest rates, which should result in an increase in liability without corresponding increase in the asset).

xi). Effect of Plan on Entity's Future Cash Flows

a) Funding Arrangements and Funding Policy

The Company has purchased an insurance policy to provide for payment of gratuity to the employees of the group. Every year, the insurance company carries out a funding valuation based on the latest employee data provided by the Company. Any deficit in the assets arising as a result of such valuation is funded by the

Company.

b) Expected Contribution during the next annual reporting period

The Company's best estimate of contribution during the next year is Nil.

xii). The Company has defined benefit plans for gratuity to eligible employees of the group, the contributions for which are made to the Life Insurance Corporation of India who invests the funds as per the Insurance Regulatory Development Authority's guidelines.

The discount rate is based on the prevailing market yields of the Government of India securities as at the

balance sheet date for the estimated term of the obligations.

The expected contributions for Defined Benefit Plan for the next financial year will be in line with the FY 2022-23.

The actuarial liability for compensated absences (including Sick Leave) as at the year ended 31st March 2023 is H0.06 Crores (31st March, 2022 is H0.11 Crores).

44 Financial Instruments and Risk Overview (a) Capital Management

- The Company's objectives when managing capital is to safeguard continuity and healthy capital ratios in order to support its business and provide adequate return to shareholders through continuing growth. The Company's overall strategy remains unchanged from previous year.

The Company sets the amount of capital required on the basis of annual business and long-term operating plans which include capital and other strategic investments.

(b) Financial Risk Management Objectives

- The Company's principal financial liabilities comprise borrowings, trade and other payables, The main purpose of these financial liabilities is to finance the Company's operations/projects including those of its subsidiaries which are SPV's for Group projects. The Company's principal financial assets include Investments, loans, trade and other receivables, and cash and cash equivalents that derive directly from its operations.

- In the ordinary course of business, the Company is mainly exposed to risks resulting from exchange rate fluctuation (currency risk), interest rate movements (interest rate risk) collectively referred as Market Risk, Credit Risk, Liquidity Risk and other price risks such as equity price risk. The Company's senior management oversees the management of these risks. It manages its exposure to these risks through derivative financial instruments by hedging transactions. It uses derivative instruments such as Principal only Swaps and foreign currency forward contract to manage these risks. These derivative instruments reduce the impact of both favorable and unfavorable fluctuations.

The Company's risk management activities are subject to the management, direction and control of Central Treasury Team of the Group under the framework of Risk Management Policy for Currency and Interest rate risk as approved by the Board of Directors of the Company. The Group's central treasury team ensures appropriate financial risk governance framework for the Company through appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Group's policies and risk objectives. It is the Group's policy that no trading in derivatives for speculative purposes may be undertaken.

- The decision of whether and when to execute derivative financial instruments along with its tenure can vary from period to period depending on market conditions and the relative costs of the instruments. The tenure is linked to the timing of the underlying exposure, with the connection between the two being regularly monitored. The Company is exposed to losses in the event of non-performance by the counterparties to the derivative contracts. All derivative contracts are executed with counterparties that, in our judgment, are creditworthy. The outstanding derivatives are reviewed periodically to ensure that there is no inappropriate concentration of outstanding to any particular counterparty.

- In the ordinary course of business, the Company is exposed to Market risk, Credit risk, and Liquidity risk. Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises two types of risk: interest rate risk and foreign currency risk.

1) Interest rate risk

The company is exposed to changes in market interest rates due to financing, investing and cash management activities. The Company's exposure to the risk of changes in market interest rates relates primarily to the Company's long-term debt obligations with floating interest rates and period of borrowings. The Company manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings.

Interest rate sensitivity

The sensitivity analysis below have been determined based on the exposure to interest rates at the end of the reporting period. For floating rate liabilities, the analysis is prepared assuming the amount of the liability outstanding at the end of the reporting period was outstanding for the whole year. A 50 basis point increase or decrease represents management's assessment of the reasonably possible change in interest rates. If interest rates had been 50 basis points higher / lower and all other variables were held constant, the Company's profit for the year ended March 31, 2023 would decrease / increase by R1.50 Cr (P.Y. R Nil). This is mainly attributable to interest rates on variable rate borrowings.

2) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company's exposure to the risk of changes in foreign exchange rates relates primarily to the Company's operating activities. The Company manages its foreign currency risk by hedging transactions that are expected to realise in future. At year end, the Company does not have any foreign borrowing liability and hence no exposure to any foreign currency risk as at period end.

- The Company has taken various derivatives to hedge its bonds and interest thereon. The outstanding position of derivative instruments are as under:

Derivative Financial Instrument

- The Company uses derivatives instruments as part of its management of risks relating to exposure to fluctuation in foreign currency exchange rates. The Company does not acquire derivative financial instruments for trading or speculative purposes nor does it enter into complex derivative transactions to manage the above risks. The derivative transactions are normally in the form of Principal Only Swaps and Forward Currency Contracts to hedge its foreign currency risks and are subject to the Company's guidelines and policies.

- The fair values of all derivatives are separately recorded in the balance sheet within current and non current assets and liabilities. Derivative that are designated as hedges are classified as current or non current depending on the maturity of the derivative.

- The use of derivative can give rise to credit and market risk. The Company tries to control credit risk as far as possible by only entering into contracts with stipulated / reputed banks and financial institutions. The use of derivative instrument is subject to limits, authorities and regular monitoring by appropriate levels of management. The limits, authorities and monitoring systems are periodically reviewed by the management and the Board. The market risk on derivative is mitigated by changes in the valuation of underlying assets, liabilities or transactions, as derivatives are used only for risk management purpose.

- The Company enters into derivative financial instruments, such as principal only swaps and forward currency contracts for hedging the liabilities incurred/recorded and accounts for them as cash flow hedges and states them at fair value. The effective portion of the gain or loss on the hedging instrument is recognised in OCI in the cash flow hedge reserve, while any ineffective portion is recognised immediately in the Statement of Profit or Loss. Amounts recognised in OCI are transferred to the Statement of Profit or Loss when the hedged transaction affects profit or loss, such as when the hedged financial income or financial expense is recognised or when a forecast sale occurs. These hedges have been effective upto

August, 2022.

- Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a loss to the company. The Company has adopted the policy of only dealing with creditworthy counterparties as a means of mitigating the risk of financial losses from default, and generally does not obtain any collateral

or other security on trade receivables,

The carrying amount of financial assets recorded in the financial statements represents the Company's maximum exposure to credit risk.

- Liquidity risk

The Company monitors its risk of shortage of funds using cash flow forecasting models. These models consider the maturity of its financial investments, committed funding and projected cash flows from operations. The Company's objective is to provide financial resources to meet its business objectives in a timely, cost effective and reliable manner and to manage its capital structure. A balance between continuity of funding and flexibility is maintained through the use of various types of borrowings.

The table below is analysis of derivative and non-derivative financial liabilities of the Company into relevant maturity groupings based on the remaining period from the reporting date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.

- Above excludes carrying value of equity nature Investments in subsidiaries accounted at cost in accordance

with Ind AS 27.

- The management assessed that the fair value of cash and cash equivalents, other balance with banks, investments, trade receivables, derivative instruments, loans, trade payables, other financial assets and liability approximate their carrying amount largely due to the short term maturities of these instruments.

- The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties. The following methods and assumptions

were used to estimate the fair values.

- The fair value of loans from banks and other financial liabilities, as well as other non-current financial liabilities is estimated by discounting future cash flow using rates currently available for debt on similar terms, credit risk and remaining maturities.

- The Company enters into derivative financial instruments with various counterparties, principally banks and financial institutions with investment grade credit ratings. Foreign exchange forward contracts are valued using valuation techniques, which employs the use of market observable inputs. The most frequently applied valuation techniques include forward pricing and swap models using present value calculations. The models incorporate various inputs including the credit quality of counterparties, foreign exchange spot and forward rates, yield curves of the respective currencies, currency basis spreads between the respective currencies, interest rate curves and forward rate curves of the underlying currency. All derivative contracts are fully collateralized, thereby, eliminating both counterparty and the company's own non-performance risk.

- The fair value of Investments in Subsidiaries has been determined using Discounted Cash Flow Method

- The fair value of Loans given is equivalent to amortised cost

- The fair value of Derivative instruments is derived using valuation techniques which include forward pricing and swap models using present value calculations.

- The Borrowing includes USD bonds which are listed in Singapore Stock Exchange. The fair value of Bonds have been determined based on the prevailing market rate as on the reporting date. The fair

value of rest of the borrowings is equivalent to carrying value.

Refer Note - 37

^s - Perpetual security amounting to H8.00 Cr (PY. H75.62 Cr.) converted into Inter-corporate deposit # i) Company has transferred certain assets and liabilities under restructuring scheme to subsidiary company. Transfer of assets & liabilities (Refer note 37) being non-cash transactions within the subsidairy, are not reported

in the above related party transactions,

- All above transactions are in normal course of business and are made on terms equivalent to those that

prevail arm's length transactions,

Notes :

1. Accrued on Perpetual Equity infused by Entity under common control,

2. Interest on Loan given to Subsidiary Companies and Entity under Common Control.

3. Financial support to Subsidiary Companies primarily for Green field Growth.

4. Bank guarantee given by company on behalf of Subsidiary Companies which were taken over to carry out

the business awarded under tariff based competitive bidding towards performance of work awarded.

50 Du ring the quarter ended 31st March 2023, a short seller report was published in which certain allegations were made involving Adani Group Companies, including Adani Transmission Limited ("ATL') and its subsidiaries. A writ petition was filed in the matter with the Hon'ble Supreme Court ("SC”), and during hearing the Securities and Exchange Board of India ("SEBI”) has represented to the SC that it is investigating the allegations made in the short seller report for any violations of the various SEBI Regulations. The SC had constituted an expert committee for assessment of the extant of regulatory framework and volatility assessment on Adani stocks, as also to investigate whether there have been contraventions and regulatory failures on minimum shareholding and related party transactions pertaining to Adani group. The expert committee, post the reporting date, issued its report on the given remit, wherein no regulatory failures are observed, while SEBI continues its investigations,

Separately, to uphold the principles of good governance, Adani Group has undertaken review of transactions (including those for the Company and its subsidiaries) with parties referred in the short seller's report including relationships amongst other matters and obtained opinions from independent law firms. These opinions confirm that the Company and its subsidiaries are in compliance with the requirements of applicable laws and regulations. Considering the matter is subjudice at Supreme Court, no additional action is considered prolific and pending outcome of the investigations as mentioned above, the Standalone financial results do not carry any adjustments.

51 Other Disclosures

(i) There is no transaction with struck off companies during the year.

(ii) The Company evaluates events and transactions that occur subsequent to the balance sheet date but prior to the approval of financial statements to determine the necessity for recognition and/or reporting of any of these events and transactions in the financial statements. As of 29th May, 2023, there are no subsequent

events to be recognized or reported that are not already disclosed.

(iii) Consequent to year end, the Company at its board meeting held on 13th May, 2023 has approved raising of funds by way of issuance of equity shares and / or other eligible securities for aggregate amount not exceeding H8,500.00 Crores by way of qualified institutional placement ("QIP”). The company is in process

of obtaining shareholder approval.

(iv) The Financial Statements for the year ended 31st March, 2023 have been reviewed by the Audit Committee and approved by the Board of Directors at their meetings held on 29th May, 2023.