ADANI TOTAL GAS LIMITED

Adani Total Gas Limited (ATGL) was originally incorporated as 'Adani Gas Limited' on August 5, 2005 in Navrangpura, Ahmedabad. The Company changed the name from Adani Gas Limited to 'Adani Total Gas Limited' on 1 January, 2021. The Company is engaged in the business of City Gas Distribution (CGD), supplying PNG to Industrial, Commercial, and Residential segments and CNG to the Automotive segment. ATGL holds a 50% stake in the JV, Indian Oil - Adani Gas Private Limited (IOAGPL), which is also a CGD entity with a presence in another 34 geographical areas (GAs). ATGL is operating 705 CNG stations across its GAs. ATGL has also commissioned 2 LCNG stations in areas without natural gas pipelines. During the year 2017, Adani Enterprises Limited transferred 25,67,42,040 (100%) equity Shares of the Company to Adani Gas Holdings Limited. Accordingly, the Company became wholly owned Subsidiary of Adani Gas Holdings Limited w.e.f. 29th March 2017. During the year under review, the Board of Directors at its meeting held on 18th January, 2018 had approved the Composite Scheme of Arrangement among Adani Gas Holdings Limited (AGHL) and Adani Gas Limited (the Company) and Adani Enterprises Limited (AEL) and their respective shareholders and creditors for: (a) Amalgamation of AGHL with the Company; and (b) Subject to satisfactory fulfilment of (a) above i.e., upon amalgamation of AGHL with the Company becoming effective, demerger of the Demerged Undertaking of AEL and transfer of the same to the Company. The rationale for Composite Scheme of Arrangement are as under: (i) The amalgamation of AGHL with Company is for simplification of holding structure resulting in reduction of managerial overlaps and reduction in multiplicity of legal and regulatory compliances. (ii) Further, considering following factors, it is desired to segregate Gas Sourcing and Distribution Business by way of demerger and transfer the same to Company from other businesses of AEL: (a) To lend greater/enhanced focus to the operation of Gas Sourcing and Distribution Business and the other businesses. (b) To facilitate management to efficiently exploit opportunities for each of Gas Sourcing and Distribution Business and the other businesses. (c) To create enhanced value for shareholders by allowing a focused strategy and specialization for sustained growth. (d) To provide scope for independent collaboration and expansion pertaining to Gas Sourcing and Distribution Business. The said scheme is effective upon approval of shareholders and creditors, Hon'ble National Company Law Tribunal and other regulatory and statutory approvals as applicable. During the period, the Equity Shares of the Company got listed on 5 November 2018 on both the recognised Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited pursuant to Scheme of Arrangement. During the year under review, the Hon'ble National Company Law Tribunal, Bench at Ahmedabad (NCLT) had, vide its order dated 3 August, 2018 sanctioned the Composite Scheme of Arrangement among Adani Gas Holdings Limited (AGHL) and Adani Gas Limited (AGL) and Adani Enterprises Limited (AEL) and their respective Shareholders and Creditors. The scheme was approved by the shareholders, secured and unsecured creditors of the Company with requisite majority on 3 July 2018. The Scheme inter-alia provided for:-a. amalgamation of AGHL with AGL (Part II of the Scheme); and i. Upon the effectiveness of Part II of Scheme and in consideration of amalgamation of the AGHL with AGL - a. 1 equity share of Rs 10/- each of the AGL credited as fully paid-up for every 1 compulsorily convertible preference share of Rs 10/- each to compulsorily convertible preference shareholder of AGHL. b. 1 Preference Share of Rs 10/- each of the AGL credited as fully paid-up for every 1 equity share of Rs 10/- to equity shareholder of AGHL. The Company had fixed 26 August 2018 as record date to determine its shareholders who would be entitled to shares of the Company as aforesaid, pursuant to Part II of the Scheme. Accordingly, the Board of Directors of Company had on 26 August, 2018 allotted Equity Shares and Preference Shares to those shareholders of AGHL whose names appeared in the Register of Members as on the Record Date in the above mentioned ratio. b. Subject to satisfactory fulfillment of (a) above, demerger of the Demerged Undertaking (as Defined in the Composite Scheme of Arrangement) of AEL and transfer of the same to the AGL (Part III of the Scheme'). i. Upon the effectiveness of Part III of the Scheme and in consideration of transfer and vesting of Demerged Undertaking into Resulting Company:- a. 1 (One) equity share of Rs 1/- each of AGL credited as fully paid up for every 1 equity share of Rs 1/- each to equity shareholder of AEL. b. AEL had fixed 7 September 2018 as record date to determine its shareholders who would be entitled to shares of the Company as aforesaid, pursuant to the Scheme. During the year 2019, pursuant to composite scheme of arrangement, the Company ceased as step-down subsidiary of Adani Enterprises Limited and as subsidiary of Adani Gas Holdings Limited. 33 New CNG Stations were added in FY 2019-20. In FY 2020-21, Indian Oil-Adani Gas Pvt. Ltd. (IOAGPL), a JV Company of Indian Oil Corporation Limited (IOC) and Adani TOTAL Gas Ltd. (ATGL) was commissioned to develop City Gas Distribution projects across the country through a network of underground pipelines for distribution of natural gas. On 20th August, 2021, the Company formed Smart Meters Technologies Private Limited (SMPTL) as a 50:50 joint venture for the manufacture of gas meters dedicated to the design, development and manufacture of gas meters). It added 314 commercial connections in 2021. It infused first equity in SMTPL on 8th October, 2021. The Company introduced 117 new CNG stations in FY22, resulting in a total of 334 CNG stations as on 31st March 2022. ATGL had connected more than 5.64 Lakh domestic connections, having added more than 85,000 connections in FY22. Similarly, it reported strong growth in Industrial and Commercial connections which stood at 5,676 consumers as on 31st March 2022 (added 710 consumers in FY 22). On the steel pipeline front, it completed 5,384 inch Km of steel pipeline in the GAs allotted in the 9th and 10th rounds with a total of more than 8,900 inch kms across locations. During the year 2023, the Company incorporated two wholly owned subsidiaries, Adani TotalEnergies E-mobility Limited (ATEL) and Adani TotalEnergies Biomass Limited (ATBL). It commissioned 104 EV charging points and commenced the construction of a biogas plant; commissioned CNG Stations in 14 geographical areas; commissioned a Compressed Bio-Gas (CBG) Plant in Varanasi and commissioned India's first standalone compressed biogas station During the year 2023, the Company acquired a 50% stake in a company that manufactures Smart & Mechanical Gas Meters with Automatic Meter Reading (AMR). The Company commissioned Phase-1 of India's largest CBG plant at Barsana, near Mathura (UP), with a total planned processing capacity of 600 tones of agri and livestock-waste based feedstock per day in 2024. The Company surpassed the 500 CNG stations mark, taking the total to 547 as of March 31, 2024. In FY 2025, ATGL commissioned its first LTM (LNG for Transport & Mining) retail outlet in Tiruppur, Tamil Nadu. Further, commissioned the Hydrogen Blending Pilot project during the year. In FY26 the Company commissioned 9 new City Gas Stations (CGS) and 1 new LCNG facility, in newer geographical areas which have recently been connected with the national gas grid. This bought the total number of operating CGS and LCNG at 26 Nos and 5 Nos respectively. First LNG retail outlet commissioned, with multiple LNG stations under execution for heavy transport and mining. 02 CBG plants with a combined capacity of 13 tonnes have been commissioned, while 1,765 electric vehicle charging stations became operational in FY26. During the year 2026, Phase 1 of the agri-waste-to-CBG plant at Barsana, Uttar Pradesh was commissioned, and pre-development work of municipal solid waste-based CBG projects in Ahmedabad and Rajkot was initiated.