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Adani Enterprises Ltd.

BSE: 512599 Sector: Others
NSE: ADANIENT ISIN Code: INE423A01024
BSE 00:00 | 12 Aug 2864.35 31.10
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NSE 00:00 | 12 Aug 2864.55 30.50
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OPEN 2845.95
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VOLUME 24320
52-Week high 2870.45
52-Week low 1344.60
P/E 359.84
Mkt Cap.(Rs cr) 326,536
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 2845.95
CLOSE 2833.25
VOLUME 24320
52-Week high 2870.45
52-Week low 1344.60
P/E 359.84
Mkt Cap.(Rs cr) 326,536
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Adani Enterprises Ltd. (ADANIENT) - Director Report

Company director report

Dear Shareholders

Your Directors are pleased to present the 30th Annual Report along withthe Audited Financial Statements of your

Company for the financial year ended on 31st March 2022.

Financial Performance Summary

The summarised financial performance highlight is as mentioned below:

(Rs in Crore)
Particulars Consolidated Results Standalone Results
2021-22 2020-21 2021-22 2020-21
FINANCIAL RESULTS
Total Income 70432.69 40290.93 27327.55 13750.65
Total Expenditure other than Financial Costs and Depreciation 65706.98 37032.08 25518.24 12355.10
Profit before Depreciation Finance Costs and Tax 4725.71 3258.85 1809.31 1395.55
Finance Costs 2525.88 1376.85 571.33 505.93
Depreciation and Amortisation Expenses 1247.78 537.14 124.73 121.51
Profit / (Loss) for the year before Exceptional Items and Tax 952.05 1344.86 1113.25 768.11
Add / (Less) Exceptional Items - (258.89) - (212.85)
Profit / (Loss) for the year before Taxation 952.05 1085.97 1113.25 555.26
Total Tax Expenses 476.68 339.65 392.55 186.45
Profit for the year 475.37 746.32 720.70 368.81
Add / (Less) Share in Joint Venture & Associates 312.33 299.44 - -
Net Profit / (Loss) after Joint Venture & Associates (A) 787.70 1045.76 720.70 368.81
Add / (Less) Other Comprehensive Income (after tax) 445.57 (711.86) 4.03 (1.82)
Total Comprehensive Income for the year 1233.27 333.90 724.73 366.99
Add / (Less) Share of Minority Interest (B) (11.14) (123.12) - -
Net Profit / (Loss) for the year after Minority Interest (A+B) 776.56 922.64 720.70 368.81
APPROPRIATIONS
Net Profit / (Loss) for the year after Minority Interest 776.56 922.64 720.70 368.81
Other Comprehensive Income for the year (2.43) (3.82) 4.03 (1.82)
Balance brought forward from previous year 12679.07 11783.80 2640.43 2298.44
Add / (Less) : On account of Consolidation Adjustments (83.70) 1.45 - -
Amount available for appropriations 13369.50 12704.07 3365.16 2665.43
Less : Appropriations
Dividend on Equity Shares (109.98) - (109.98) -
Transfer to General Reserve (25.00) (25.00) (25.00) (25.00)
Distribution to holders of Unsecured Perpetual Securities (12.07) - (12.07) -
Balance carried to Balance Sheet 13222.45 12679.07 3218.10 2640.43

Notes:

1. There are no material changes and commitments affecting thefinancial position of the Company between the end of the financial year and the date ofthis report.

2. Previous year figures have been regrouped / re-arranged wherevernecessary.

Performance Highlights

Operational Highlights

The key aspects of your Company's consolidated performance duringthe financial year 2021-22 (FY 2021-22) are as follows:

Integrated Resource Management (IRM) volume stood at 64.4 MMT vs63.4 MMT in FY 2020-21.

Mining Services production volume increased by 58% to 27.7 MMT vs17.5 MMT in FY 2020-21.

Solar Manufacturing volume stood at 1104 MW vs 1158 MW in FY2020-21.

Airports handled 36.9 Million passengers across 7operational airports.

Other important milestones during the year are as below :

In the Airports business your Company

• completed acquisition of Mumbai and Navi Mumbai InternationalAirports.

• took over operations of three Airports at Jaipur Guwahati andThiruvananthapuram.

Successfully completed Initial Public Offering and listed equityshares of its joint venture Adani Wilmar Limited ("AWL") at Indian stockexchanges. AWL continues to maintain leadership of its

"Fortune" brand with refined edible oil market share of 20%+.

In the Road business the Company won project of H17100 Crore forconstruction & maintenance of three greenfield Ganga Expressway projects of

464 kms in Uttar Pradesh.

Revised charter of various Board Committees implemented andestablished new Board Committees including Corporate Responsibility Committee to reviewand provide assurance for ESG commitments.

Consolidated Rating upgraded to A+ for long term facilities and A1+for short term facilities by CARE Ratings Ltd.

Consolidated Financial Results

The Audited Consolidated Financial Statements of your Company as on31st March 2022 prepared in accordance with the relevant applicable Ind AS andRegulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 ("SEBI Listing Regulations") and provisions of the Companies Act 2013("the Act") forms part of this Annual Report.

Financial Highlights

Consolidated Total Income from operation increased by 75% toH70433 Crore in FY 2021-22 vs H40291 Crore in FY 2020-21.

Consolidated EBIDTA increased by 45% to H4726 Crore in FY 2021-22vs H3259 Crore in FY 2020-21.

Consolidated PAT attributable to owners stood at H777 Crore in FY2021-22 vs H922 Crore in FY 2020-21.

Standalone Financial Results

On standalone basis your Company had a strong performance andregistered total income of H27328Crore(~2xofpreviousyear)andPATofH721Crore (95%increase over previous year).

The operational performance of your Company has been comprehensivelydiscussed in the Management Discussion and Analysis Section which forms part of thisAnnual Report.

Dividend

Your Directors have recommended a dividend of 100% (H1/- per EquityShare of face value of H1 each) on the fully paid up Equity Shares out of the profits ofthe Company for the FY 2021-22. The said dividend if approved by the shareholderswould result into a cash outflow of H114 Crore.

The Dividend Distribution Policy in terms of Regulation 43A of theSEBI Listing Regulations is available on the Company's website athttps://www.adanienterprises.com/-/media/Project/Enterprises/Investors/corporate-governance/Polices/DividendDistributionPolicy_Locked.pdf

Transfer to Reserves

The Company proposes to transfer H25 Crore to the General Reserve outof the amount available for appropriation.

Fixed Deposits

There were no outstanding deposits within the meaning of Section 73 and74 of the Act read with rules made thereunder at the end of the financial year 2021-22 orthe previous financial years. Your Company did not accept any deposit during the yearunder review.

Non-Convertible Debentures

During the year under review your Company has issued 2000 SecuredRated Listed Redeemable Principal Protected Market Linked Non-Convertible Debentures("MLD") having face value of H10 Lakhs each aggregating to H200 Crore on aprivate placement basis. These MLDs are listed on the Wholesale Debt Market Segment of theBSE Limited. Non-Convertible Debentures amounting H759.30 Crore are outstanding as on 31stMarch 2022.

Particulars of Loans Guarantees or Investments

During the year under review your Company has made loans givenguarantees provided securities and made investments in compliance with Section 186 of theAct. The details are mentioned in the Financial Statement.

Subsidiaries Joint Ventures Associate Companies and LLPs

Your Company had 122 subsidiaries (direct and indirect including LLPs)and 1 associate company as on 31st March 2021.

During the year under review the following subsidiaries joint ventureand associate company have been formed/acquired:

Subsidiary companies formed/acquired:

1. Adani Road 0&M Limited (a subsidiary of Adani Road TransportLimited which is a wholly owned subsidiary of the Company).

2. Badakumari Karki Road Private Limited (a subsidiary of AdaniRoad Transport Limited which is a wholly owned subsidiary of the Company).

3. Panagarh Palsit Road Private Limited (a subsidiary of Adani RoadTransport Limited which is a wholly owned subsidiary of the Company).

4. Mundra Petrochem Limited.

5. Mundra Solar Energy Limited (a subsidiary of Adani Tradecom Limitedwhich is a wholly owned subsidiary of the Company).

6. Mahanadi Mines and Minerals Private Limited.

7. Mundra Windtech Limited.

8. Adani Cement Industries Limited.

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9. GVK Airport Developers Limited (a subsidiary of Adani AirportHoldings Limited which is a wholly owned subsidiary of the Company).

10. GVK Airport Holdings Limited (a subsidiary of GVK AirportDevelopers Limited which is a step down subsidiary of the Company).

11. Mumbai International Airport Limited (a subsidiary through holdingof GVK Airport Holdings Limited and Adani Airport Holdings Limited which are subsidiariesof the Company).

12. Navi Mumbai International Airport Limited (a subsidiary ofMumbai International Airport Limited which is a step down subsidiary of the Company).

13. Bangalore Airport & Infrastructure Developers Limited (asubsidiary of GVK Airport Developers Limited which is a step down subsidiary of theCompany).

14. Bhagalpur Waste Water Limited.

15. Bowen Rail Operation Pte. Ltd (a subsidiary of Adani Global Pte.Ltd. Singapore which is a step down subsidiary of the Company).

16. Bowen Rail Company Pty Ltd. (a subsidiary of Bowen Rail OperationPte. Ltd. Singapore which is a step down subsidiary of the Company).

17. Adani Petrochemicals Limited. 18. Noida Data Center Limited.

19. PLR Systems (India) Limited (a subsidiary of Ordefence SystemsLimited which is a step down subsidiary of the Company).

20. Adani Digital Labs Private Limited.

21. Mumbai Travel Retail Private Limited (a subsidiary of Adani AirportHoldings Limited which is a wholly owned subsidiary of the Company).

22. April Moon Retail Private Limited (a subsidiary of Adani AirportHoldings Limited which is a wholly owned subsidiary of the Company).

23. Astraeus Services IFSC Limited (a subsidiary of Adani DefenceSystems and Technologies Limited which is a wholly owned subsidiary of the Company).

24. Mundra Solar Technology Limited (a subsidiary of AdaniInfrastructure Private Limited which is a wholly owned subsidiary of the Company).

25. Mundra Aluminium Limited. 26. Adani Data Networks Limited. 27.Budaun Hardoi Road Private Limited. 28. Unnao Prayagraj Road Private Limited.

29. Hardoi Unnao Road Private Limited. 30. Adani New IndustriesLimited. 31. Bengal Tech Park Limited.

32. Adani Copper Tubes Limited.

Addition in Associate / Joint Venture companies:

1. Cleartrip Private Limited (20%).

2. AdaniConnex Private Limited (50%).

Cessation of subsidiary companies:

1. AdaniConnex Private Limited (ceased as subsidiary and became 50%joint venture company with Edgeconnex Europe B.V. w.e.f. 14th May 2021.)

2. Noida Data Center Limited1

3. DC Development Hyderabad Private Limited1

4. DC Development Noida Private Limited2

In view of above your Company has 150 subsidiaries (direct andindirect including LLPs) and 3 associate companies as on 31st March 2022. Detailed listof these subsidiaries / associates / joint ventures is provided as part of the notes toConsolidated Financial Statements. Pursuant to the provisions of Section 129 134 and 136of the Act read with rules framed there under and Regulation 33 of the SEBI ListingRegulations your Company has prepared Consolidated Financial Statements of the Companyand its subsidiaries and a separate statement containing the salient features of financialstatement of subsidiaries joint ventures and associates in Form AOC-1 which forms partof this Annual Report.

The Annual Financial Statements and related detailed information of thesubsidiary companies shall be made available to the shareholders of the holding andsubsidiary companies of the Company seeking such information on all working days duringbusiness hours. The financial statements of the subsidiary companies shall also be keptfor inspection by any shareholder/s during working hours at the Company's

Registered Office and that of the respective subsidiary companiesconcerned. In accordance with Section 136 of the Act the Audited Financial Statementsincluding Consolidated Financial Statements and related information of the Company andaudited accounts of each of its subsidiaries are available on website of the Companywww.adanienterprises.com.

Pursuant to Section 134 of the Act read with Rule 8(1) of the Companies(Accounts) Rules 2014 the details of developments of subsidiaries of the Company arecovered in the Management Discussion and Analysis Report which forms part of this AnnualReport.

Management Discussion and Analysis

The Management Discussion and Analysis Report for the year underreview as stipulated under the SEBI Listing Regulations is presented in a sectionforming part of this Annual Report.

Directors and Key Managerial Personnel

As of 31st March 2022 your Company's Board had eight memberscomprising of four Executive Directors and four Independent Directors. The Board has onewoman Independent Director. The details of Board and Committees composition tenure ofDirectors areas of expertise and other details are available in the Corporate GovernanceReport which forms part of this Annual Report.

In accordance with the provisions of Section 152 of the Act read withrules made thereunder and Articles of Association of the Company Mr. Rajesh S. Adani (DIN:00006322) is liable to retire by rotation at the ensuing Annual General Meeting (AGM) andbeing eligible offers himself for re-appointment.

Mr. Narendra Mairpady's first term of five years as an

Independent Director of the Company is due to expire on30thNovember2022.TheBoardontherecommendation of Nomination and Remuneration Committeeand after taking into account the performance evaluation of his first term and consideringthe business acumen knowledge experience skills and contribution have re-appointed himas Independent Director for a second term of one year upto 30th November 2023 subject toapproval of Members at the ensuing AGM. In the opinion of the Board he possessesrequisite expertise integrity and experience (including proficiency) for appointment asan Independent Director of the Company. The terms and conditions of appointment ofIndependent Directors are as per Schedule IV of the Act and SEBI Listing Regulations andavailable on Company's website www.adanienterprises.com. The tenure of Mr. VinayPrakash as an Executive Director (designated as a Director) of the Company will expire on11th August 2022. The Nomination and Remuneration Committee and the Board of Directors attheir respective meetings held on 3rd May 2022 recommended and approved there-appointment and payment of remuneration to Mr. Vinay Prakash as an Executive Director(designated as a Director) of the Company for a further period of 5 (Five) years w.e.f.12th August 2022 subject to approval of Members at the ensuing AGM. Terms and conditionsfor his re-appointment are contained in the Explanatory Statement forming part of theNotice of the ensuing AGM.

1. Transferred to AdaniConnex Private Limited a joint venture company.w.e.f. 22nd February 2022. 2. Transferred to AdaniConnex Private Limited a joint venturecompany. w.e.f. 22nd November 2021.

The Board recommends the appointment / re-appointment of aboveDirectors for your approval. Brief details of Directors proposed to be appointed /re-appointed as required under Regulation 36 of the SEBI Listing Regulations are providedin the Notice of the ensuing AGM.

The Company has received declarations from all the

Independent Directors of the Company confirming that they meet with thecriteria of independence as prescribed both under sub-section (6) of Section 149 of theAct and the SEBI Listing Regulations and there has been no change in the circumstanceswhich may affect their status as Independent Director during the year.

Committees of Board

During the year under review with an objective of further strengthenthe governance standards so as to match with internationally accepted better practicesthe Board had reconstituted certain existing committees to bring more independence;constituted certain new Committees and Sub-committees; and amended / adopted the terms ofreference of the said Committees. Most of the Committees consist of majority ofIndependent Directors.

Details of the various Committees constituted by the Board includingthe Committees mandated pursuant to the applicable provisions of the Act and SEBI ListingRegulations are given in the Corporate Governance Report which forms part of this AnnualReport.

Number of meetings of the Board

The Board of Directors met 4 (four) times during the year under review.The details of board meetings and the attendance of the Directors are provided in theCorporate Governance Report which forms part of this Annual Report.

Independent Directors' Meeting

The Independent Directors met on 30th March 2022 without theattendance of Non-Independent Directors and members of the management. The IndependentDirectors reviewed the performance of Non-Independent Directors the Committees andthe Board as a whole alongwith the performance of the Chairman of the Company taking intoaccount the views of Executive Directors and assessed the quality quantity and timelinessof flow of information between the management and the Board that is necessary for theBoard to effectively and reasonably perform their duties.

Board Evaluation

The Board adopted a formal mechanism for evaluating its performance andas well as that of its Committees and individual Directors including the Chairman of theBoard. The exercise was carried out through a structured evaluation process coveringvarious aspects of the Boards functioning such as composition of the Board and Committeesexperience and competencies performance of specific duties and obligations contributionat the meetings and otherwise independent judgment governance issues etc.

At the Board Meeting that followed the above mentioned meeting of theIndependent Directors the performance of the Board its Committees and individualDirectors was also discussed. Performance evaluation of Independent Directors was done bythe entire Board excluding the Independent Director being evaluated.

Policy on Directors' Appointment & Remuneration

The Company's policy on Directors' appointment andremuneration and other matters ("Remuneration Policy") provided in Section178(3) of the Act is available on the Company's website at https://www.adanienterprises.com/investors/corporate-governance.

We affirm that the remuneration paid to the Directors is as per theterms laid out in the Remuneration Policy of the Company.

Directors' Responsibility Statement

Pursuant to Section 134(5) of the Act the Board of Directors to thebest of their knowledge and ability state the following: a. that in the preparation ofthe Annual Financial Statements the applicable accounting standards have been followedalong with proper explanation relating to material departures if any; b. that suchaccounting policies have been selected and applied consistently and judgement andestimates have been made that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at 31st March

2022 and of the profit of the Company for the year ended on that date;c. that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities; d. that the Annual Financial Statements have been prepared on a goingconcern basis; e. that proper internal financial controls were in place and that thefinancial controls were adequate and were operating effectively; f. that proper systems toensure compliance with the provisions of all applicable laws were in place and wereadequate and operating effectively.

Internal Financial Controls system and their adequacy

The details in respect of internal financial controls system and theiradequacy are included in the Management and Discussion and Analysis which forms part ofthis Annual Report.

Risk Management

The Board has formed a Risk Management Committee (RMC) to frameimplement and monitor the risk management plan for the Company. The RMC is responsible forreviewing the risk management plan and ensuring its effectiveness. The Audit Committee hasan additional oversight in the area of financial risks and controls. The major risksidentified by the businesses are systematically addressed through mitigation actions on acontinual basis.

Board Policies

The details of the policies approved and adopted by the Board asrequired under the Act and SEBI Listing Regulations are provided inAnnexure A tothis report.

Corporate Social Responsibility (CSR)

Your Company has constituted a Corporate Social Responsibility (CSR)Committee and framed a CSR Policy. The brief details of CSR Committee are provided in theCorporate Governance Report which forms part of this Annual Report. The updated CSRPolicy is available on the website of the Company at https://www.adanienterprises.com/investors/corporate-governance. The Annual Report on CSRactivities is annexed to this report.

Further the Chief Financial Officer of the Company has certified thatCSR spends of the Company for the financial year 2021-22 have been utilized for thepurpose and in the manner approved by the Board.

Corporate Governance Report

Your Company is committed to good corporate governance practices. TheCorporate Governance Report as stipulated by the SEBI Listing Regulations forms part ofthis Annual Report along with the required Certificate from Statutory Auditors regardingcompliance of the conditions of corporate governance as stipulated.

In compliance with corporate governance requirements as per the SEBIListing Regulations your Company has formulated and implemented a Code of BusinessConduct for all Board members and senior management personnel the Company (Code of

Conduct) who have affirmed the compliance thereto.

The said Code of Conduct is available on the website of the Company athttps://www.adanienterprises.com/ investors/corporate-governance.

Business Responsibility and Sustainability Report

In its constant endeavor to improve corporate governance your Companyhas on a voluntary basis transitioned to Business Responsibility and SustainabilityReport (BRSR) for the year ended 31st March 2022 which forms part of this AnnualReport.

Annual Return

Pursuant to Section 134(3) (a) of the Act the draft annual return ason March 31 2022 prepared in accordance with Section 92(3) of the Act is made availableon the website of the Company and can be assessed using the linkhttps://www.adanienterprises.com/-/media/Project/Enterprises/Investors/Investor-Downloads/Annual-Return/FY-22.pdf.

Transactions with Related Party

All transactions with related parties are placed before the AuditCommittee for its approval. An omnibus approval from Audit Committee is obtained for therelated party transactions which are repetitive in nature. Accordingly the disclosure ofrelated party transactions as required under Section 134(3)(h) of the Act in Form AOC– 2 is not applicable.

All related party transactions entered into during the financial yearunder review were on an arm's length basis and were in the ordinary course ofbusiness. Your Company has not entered into any transactions with related parties whichcould be considered material in terms of Section 188 of the Act and SEBI ListingRegulations as applicable till March 31 2022.

The Policy on Related Party Transactions is available on theCompany's website and can be assessed using the linkhttps://www.adanienterprises.com/investors/ corporate-governance.

General Disclosure

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

Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no transactions/events of these natureduring the year under review:

1. Issue of equity shares with differential rights as to dividendvoting or otherwise.

2. Issue of shares (Including sweat equity shares) to employees of theCompany under any scheme.

3. Significant or material orders passed by the

Regulators or Courts or Tribunals which impact the going concern statusand the Company's operation in future.

4. Voting rights which are not directly exercised by the employees inrespect 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 asenvisaged under section 67(3)(c) of Act).

5. Change in the nature of business.

6. Application made or proceeding pending under the Insolvency andBankruptcy Code 2016.

7. One time settlement of loan obtained from the banks or financialinstitutions.

Insurance

Your Company has taken appropriate insurance for all assets againstforeseeable perils.

Statutory Auditors & Auditors' Report

As per Section 139 of the Act read with rules made thereunder asamended the term of M/s. Shah Dhandharia & Co LLP Chartered Accountants (FirmRegistration No. 118707W/ W100724) as the Statutory Auditors of the Company expires atthe conclusion of the ensuing AGM and they are eligible for re-appointment for a secondterm of 5

Your Company has received a letter from M/s. Shah Dhandharia & CoLLP Chartered Accountants to the effect that their re-appointment if made would bewithin the prescribed limits under Section 141 of the Act read with rules made thereunderand that they are not disqualified for such re-appointment.

Your Directors recommend the re-appointment of M/s. ShahDhandharia & Co LLP Chartered Accountants as Statutory Auditors of the Company tohold office from the conclusion of the ensuing AGM till the conclusion of 35th AGM of theCompany to be held in the calendar year 2027.

The Notes to the financial statements referred the Auditors'Report are self-explanatory. There are no qualifications or reservations or adverseremarks or disclaimers given by Statutory Auditors of the Company and therefore do notcall for any comments under Section 134 of the Act. The Auditors' Report is enclosedwith the financial statements in this Annual

Report.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act and the rules madethereunder your Company has re-appointed Mr. Ashwin Shah Practicing Company Secretary toundertake the Secretarial Audit of the Company. The Secretarial Audit Report for FY2021-22 is provided as Annexure-B of this report.

There are no qualifications or reservations or adverse remarks ordisclaimer in the said Secretarial Audit Report.

Cost Audit Report

Your Company has re-appointed M/s. K. V. Melwani & AssociatesPracticing Cost Accountants to conduct audit of cost records of Mining Activities of theCompany for the year ending 31st March 2023.

The Cost Audit Report for the FY 2020-21 was filed before the due datewith the Ministry of Corporate Affairs.

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

Secretarial Standards

During the year under review your Company has complied with all theapplicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by theInstitute of Company Secretaries of India.

Investor Education and Protection Fund (IEPF)

During the year your Company has transferred the unclaimed years.andun-encashed dividend of FY 2013-14 amounting to H771496/- along with 19428corresponding shares as per the requirements of the

IEPF Rules. The details of the resultant benefits arising out of sharesalready transferred to the IEPF year-wise amounts of unclaimed / un-encashed dividendslying in the unpaid dividend account up to the year and the corresponding shares whichare liable to be transferred are provided in the IEPF section of the Corporate GovernanceReport and are also available on our website at https://www.adanienterprises.com/investors/corporate-governance

Reporting of frauds by Auditors

During the year under review the Statutory Auditors Cost Auditors andSecretarial Auditor have not reported any instances of fraud committed against yourCompany 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 1155 employees on standalone basis as on 31st March2022.

The percentage increase in remuneration ratio of remuneration of eachDirector and Key Managerial Personnel (KMP) (as required under the Act) to the median ofemployees' remuneration as required under Section 197 of the Act read with Rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 areprovided as Annexure-C of this report.

The statement containing particulars of employees as required underSection 197 of the Act read with Rule 5(2) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 is provided in a separate annexure forming part ofthis report. In terms of Section 136 of the Act the report and accounts are being sent tothe Members and others entitled thereto excluding the said annexure which is availablefor inspection by the Members at the Registered Office of the Company during businesshours on working days of the Company. If any Member is interested in obtaining a copythereof 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 yourCompany has constituted Internal Complaints Committees (ICs) at all relevant locationsacross India to consider and resolve the complaints related to sexual harassment. The ICsincludes external members with relevant experience. The ICs presided by senior womenconduct the investigations and make decisions at the respective locations. The ICs alsowork extensively on creating awareness on relevance of sexual harassment issues includingwhile working remotely.

During the year under review there were no complaints pertaining tosexual harassment.

All new employees go through a detailed personal orientation onanti-sexual harassment policy adopted by the Company.

Conservation of Energy Technology Absorption Foreign ExchangeEarnings and Outgo

The information on conservation of energy technology absorption andforeign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act readwith Rule 8 of The Companies (Accounts) Rules 2014 as amended is provided as Annexure-Dof this report .

Acknowledgment

Your Directors are highly grateful for all the guidance support andassistance received from the Government of India Governments of various states in IndiaFinancial Institutions and Banks. Your Directors thank all the esteemed shareholderscustomers suppliers and business associates for their faith trust and confidence reposedin the Company.

Your Directors also wish to place on record their sincere appreciationfor the dedicated efforts and consistent contribution made by the employees at all levelsto ensure that the Company continues to grow and excel even during the challenging timesof COVID-19 pandemic.

For and on behalf of the Board of Directors
Gautam S. Adani
Executive Chairman
(DIN: 00006273)
Date: 3rd May 2022

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