adani transmission ltd Directors report

Dear Shareholders,

Your Directors are pleased to present the 10th Annual Report along with the Audited Financial Statements of your Company for the financial year ended on 31st March, 2023.

Financial Performance Summary

The summarized financial performance highlight is as mentioned below:

(Rs. in Crore)

Particulars	Consolidated		Standalone
	2022-23	2021-22	2022-23	2021-22
FINANCIAL RESULTS
Total Revenue	13,840.46	11,861.47	1302.79	1440.67
Total Expenditure other than Financial Costs and	8775.11	7051.35	716.27	742.06
Depreciation
Profit beforeDepreciation, Finance Costs and Tax	5,065.35	4,810.12	586.52	698.61
Finance Costs	2781.47	2364.95	416.08	762.96
Depreciation, Amortization and Impairment Expense	1607.74	1427.15	0.15	0.26
Profit Before Rate Regulated Activities,Tax and Deferred Assets recoverable/adjustable for the period / year	676.14	1,018.02	170.29	(64.61)
Net movement in Regulatory Deferral Account Balances	1035.58	682.47	-	-
- Income/(Expenses)
Profit Before Tax and Deferred Assets recoverable / adjustable for the period / year	1,711.72	1,700.49	170.29	(64.61)
Total Tax Expenses	435.33	436.06	0.01	-
Profit After Taxforthe period/year but before	1,276.39	1,264.43	170.28	(64.61)
Deferred Assets recoverable/adjustable
Deferred assets recoverable/adjustable	4.21	(28.68)	-	-
Profit After Tax for the period / year	1,280.60	1,235.75	170.28	(64.61)
Add / (Less) Share in Joint Venture & Associates	-	-	-	-
Net Profit / (Loss) after Joint Venture & Associates	1,280.60	1,235.75	170.28	(64.61)
Other Comprehensive Income
- Items that will not be reclassified to profit or loss	(0.41)	16.37	0.00	0.08
- Tax relating to item that will not be reclassified to	(8.36)	(2.89)	-	-
Profit & Loss
- Items that will be reclassified to profit or loss	(341.59)	(262.79)	(40.49)	(120.55)
- Tax relating to items that will be reclassified to Profit	48.73	(2.44)	-	-
& Loss
Total Other Comprehensive Income / (Loss) for the year (Net of Tax)	(301.63)	(251.75)	(40.49)	(120.47)
Total Comprehensive Income / (Loss) for the year attributable to the Owners of the Company	973.26	987.42	129.79	(185.08)
Add / (Less) Share Non-controlling interests	5.71	(3.42)	-	-
Net Profit / (Loss) for the year after non-controlling interests	978.97	984.00	129.79	(185.08)
Balance carried to Balance Sheet	978.97	984.00	129.79	(185.08)

1.There are no material changes and commitments affecting the financial the end of the financial year and the date of this

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

Consolidated Financial Results

The Audited Consolidated Financial Statements of your Company as on 31st March 2023, prepared in accordance with the relevant applicable IND AS and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and provisions of the Companies Act, 2013 ("the Act"), forms part of this Annual Report. The key aspects of your Companys consolidated performance during the FY 23 are as follows:

Operational Highlights

Your Company, Adani Transmission Limited (ATL) is in transmission and distribution business. ATL is the countrys largest private transmission Company, with a presence across 14 states of India and a cumulative transmission network of 19,779 ckm, out of which 15,371 ckm are operational and 4,408 ckm are at various stages of construction. ATL also operates distribution business, serving more than 12 million consumers in Mumbai and Mundra SEZ. With Indias energy requirement set to quadruple in the coming years, ATL is fully geared to create a sustainable and reliable power transmission network and work actively towards serving retail customers and achieving "Power for All.

Your Company has evolved over the past few years. During the year under review, your Company has acquired following two companies which will bolster its pan-India presence, consolidating further its position as the largest private sector transmission Company in India and moving it closer to its goal of 30,000 ckt km of transmission lines by 2030.

1.WRSR Power Transmission Limited

2.Khavda II-A Transmission Limited

Your Company is constantly benchmarking to be the best-in-class and is pursuing focused approach to be world-class integrated utility through development agenda coupled with de-risking of strategic and operational aspects, capital conservation, ensuring high credit quality and forging strategic partnerships for business excellence and high governance standards. Your Company is maintaining 24x7 quality power supply despite challenges posed by health and pandemic issues. The journey towards robust ESG framework and practicing culture of safety is integral to its pursuit for enhanced long-term value creation for all stakeholders.

The following are some of the operational highlights for FY 23 –??Added 1704 ckt kms to transmission network in FY 23 on account of organic and inorganic growth taking total network to ~19,779 ckt kms.

??Strong Transmission system availability at more than 99.7%.

??Distribution business ensured more than 99.9% supply reliability despite challenges on ground.??Distribution losses were at 5.93% vs 6.55% in FY 2021-22.

??Consumer-centric initiatives in Distribution business continue with digital payment at 75% in FY 23 vs 69.7% in FY 22.

Financial Highlights:

Consolidated Performance on YoY basis -

??Cash Profit ofH3,411 Crore, up 12%??EBIDTA at H6,101 Crore, up 11%??PAT at H1,281 Crore, 3.64% higher.

??Consolidated Operational EBITDA at H5,341 Crore vs. H 4,659 Crore in FY22, up 15%??Transmission Operational EBITDA at H3,243 Crore, up 9.27% with a margin of 91%??Distribution Operational EBITDA at H2,098 Crore, up 24%

Standalone Financial Results:

On standalone basis, your Company registered Total Revenue of H1,303 Crore in FY 23 as compared to H1,441 Crore in FY 22.

The detailed operational performance of your Company has been comprehensively discussed in the Management Discussion and Analysis Section, which forms part of this Annual Report.

Proposal for Change of Name of the Company

Your Company has over the years evolved into a large entity duly capturing plethora of growth opportunities in Transmission, Distribution, Smart Metering, Power Solutions and Cooling solutions businesses. Your Company is ushering into the new exciting business arena while maintaining pioneer position in the Transmission & Distribution sectors. With a view to pursuing this growth journey in the energy solutions business areas, the Board of Directors of the Company have approved the proposal to rebrand the Company as Adani Energy Solutions Limited (AESL), subject to requisite approvals of the shareholders and other regulatory authorities. The new identity aims to project the Companys over-arching expertise in various facets of Energy domain, as a solution provider for customers abrading entire spectrum of retail; commercial and industrial customers.

Dividend

The Board of your Company, after considering holistically the relevant circumstances and keeping in view the tremendous growth opportunities that your

Company is currently engaged with, has decided that it would be prudent not to recommend any dividend for the year under review.

Changes in Paid up Share Capital

During the year under review, your Company has allotted 1,56,82,600 Equity Shares of face value of H10 each at a premium of H2,444.95 per Equity Share by way of preferential allotment on a private placement basis.

Accordingly, paid up share capital of your Company stands increased from H1,099.81 Crore comprising of 109,98,10,083 Equity Shares of H10 each to H1,115.49 Crore comprising of 111,54,92,683 Equity Shares of H10 each.

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 financial year 2022-23 or the previous financial years. Your

Company did not accept any deposit during the year under review.

Particulars of Loans, Guarantees or Investments

The provisions of Section 186 of the Act, with respect to a loan, guarantee, investment or security is not applicable to the Company, as the Company is engaged in providing infrastructural facilities which is exempted under Section 186 of the Act. The particulars of loans, guarantee and investments made during the year under review are disclosed in the financial statements.

Subsidiaries, Joint Ventures and Associate Companies

Your Company had 38 direct subsidiaries as on 31st March, 2022. During the year under review, the following companies were acquired / incorporated -

Acquired –

•WRSR Power Transmission Limited from REC Power Development and Consultancy Limited (formerly known as REC Power Distribution Company Limited).

•Khavda II-A Transmission Limited from REC Power Development and Consultancy Limited (formerly known as REC Power Distribution Company Limited).

•Adani Green Energy Thirty Limited acquired by Wholly owned subsidiary – Khavda Bhuj Transmission Limited from Adani Green Energy Limited.

New incorporation -

•Adani Transmission Step-Two Limited as a wholly owned subsidiary company.

•Adani Transmission Mahan Limited as a step-down subsidiary company.

•Adani Electricity Jewar Limited as a wholly owned subsidiary company.

•Adani Cooling Solutions Limited as a wholly owned subsidiary company.

•BEST Smart Metering Limited as a wholly owned subsidiary company.

•Adani Transmission Step-Three Limited as a wholly owned subsidiary company.

•Adani Transmission Step-Four Limited as a wholly owned subsidiary company.

•Adani Transmission Step-Five Limited as a wholly owned subsidiary company.

•Adani Transmission Step-Six Limited as a wholly owned subsidiary company.

•Adani Transmission Step-Seven Limited as a wholly owned subsidiary company.

•Adani Transmission Step-Eight Limited as a wholly owned subsidiary company.

• Adani Transmission Step-Nine Limited (Now Known as NE Smart Metering Limited)

•Adani Electricity Aurangabad Limited as a wholly owned subsidiary company.

•Adani Electricity Nashik Limited as a wholly owned subsidiary company.

• Adani-LCC JV (Partnership Firm with 20% Share) In view of the above, the total number of Subsidiaries, as on 31st March 2023 was 55 and 1 Partnership Firm. There are no associate companies or joint venture companies within the meaning of Section 2(6) of the Act. There has been no material change in the nature of the business of the subsidiaries.

Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules framed there under and pursuant to 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 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 Companys 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 being made available on the website of the Company, www.adanitransmission. 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 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 for the year under review, as stipulated under the SEBI Listing Regulations, is presented in a separate section forming part of this Annual Report.

Directors and Key Managerial Personnel

As of March 31, 2023, your Companys Board had seven members comprising of three Executive Directors and four Independent Directors.

The Board has two women Directors. The details of Board and Committee composition, tenure of Directors, areas of expertise and other details are available in the Corporate Governance Report, which forms part of this Annual Report In accordance with the provisions of Section 152 of the Act, read with rules 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) and being eligible, offers himself for re-appointment.

The tenure of Mr. Anil Sardana as Managing Director of the Company was due for renewal w.e.f. 10th May, 2023. The Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on 29th May, 2023 recommended and approved the re-appointment of Mr. Anil Sardana as Managing Director of the Company for a further period of 5 (Five) years w.e.f. 10th May, 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 the ensuing AGM.

During the year under review, the Board of Directors on the recommendation of Nomination and Remuneration Committee, has appointed Mr. Bimal

Dayal as the Chief Executive Officer

Business (Key Managerial Personnel) of the Company and Mr. Kandarp Patel as the Chief Executive Officer

– Distribution Business (Key Managerial Personnel) of the Company w.e.f. 2nd November, 2022. Subsequent to above, Mr. Anil Sardana, Managing Director and CEO of the Company had relinquished the position of CEO to these two executives and continue in the capacity as Managing Director (KMP) of the Company with effect from 2nd November, 2022.

The Board recommends the appointment / reappointment 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 AGM.

The Company has further received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as Independent Director during the year.

Number of meetings of the Board

The Board of Directors met 6 (six) 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 16th 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 along with the performance of the Chairman of the 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 specificduties Transmission 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 and Remuneration

The Companys policy on Directors appointment and remuneration and other matters ("Remuneration Policy") provided in Section 178(3) of the Act is available on the Companys website at https:// www.adanitransmission.com/Investors/ Corporate-Governance.

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 of Directors, to the best of their knowledge and ability, state the following: a. that in the preparation of the Annual Financial Statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b. that 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 31st

March, 2023 and of the Profit the year ended on that date; c. that 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. that the Annual Financial Statements have been prepared on a going concern basis; e. that proper internal financial controls were in place and that the financial control were adequate and were operating effectively; f. that 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 and Discussion and Analysis Section, 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 the 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)

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

Further, the Chief Financial Officer of the Company has certified that CSR spends of the Company for the financial year 2022-23 have been utilized for the purpose and in the manner approved by the Board. Till 2017-18, your Company was preparing a separate Annual Report and Sustainability Report. This is the fifth year that we have combined both the reports into one, presenting financial and non-financial metrics in an integrated report, for a more holistic picture of our purpose, performance and prospects.

Corporate Governance

Your Company is committed to good corporate governance practices. The Corporate Governance Report, as stipulated by the SEBI Listing Regulations, forms part of this Annual Report along with the required Certificate from 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 Business Conduct and Ethics for all Board members and senior management personnel of the

Company (Code of Conduct), who have affirmed the compliance thereto. The said Code of Conduct, is available on the website of the Company at https:// www.adanitransmission.com/investors/corporate- governance.

Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report (BRSR) for the year ended 31st March, 2023, forms part of this Annual Report.

Annual Return

Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2023, prepared in accordance with Section 92(3) of the Act, is made available on the website of the Company and can be assessed using the link https://www. adanitransmission.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 under review, were on an arms length basis and were in the ordinary course of business. Your Company has 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 the Companys website and can be assessed using the link https://www.adanitransmission.com/ investors/corporate-governance.

General Disclosure

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 the Companys 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.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 thebanks or financial institutions

Insurance

Your Company has taken appropriate insurance for assets against foreseeable perils.

Statutory Auditors & Auditors Report

Pursuant to the provisions of Section 139 of the Act read with rules made thereunder, M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration

No. 117366W/W-100018) hold office as the Statutory

Auditors of the Company until the conclusion of the 10th AGM to be held in the calendar year 2023. As recommended by the Audit Committee, the Board of Directors of the Company have approved the appointment of M/s. Walker Chandiok & Co. LLP, Chartered Accountants, (Firm Registration No. 001076N/N500013) as the statutory auditors of the

Company to hold office for a term of five consecutive years till the conclusion of 15th Annual General Meeting of the company to be held in the year 2028, subject to approval of shareholders.

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 Qualification has been appropriately dealt with in Note No. 50 to the Standalone Financial Statement and Note No. 59 to the Consolidated Financial Statement.

Cost Auditors

Your Company to further the governance standards has appointed M/s. K V M & Co., Cost accountants (Firm Reg. No. 000458) as cost auditors to conduct the audit of the cost records of the business activities of the Company for the financial year 2023-24 on voluntary basis.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act and the rules made thereunder, your Company has reappointed M/s. Chirag Shah & Associates, Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for FY 2022-23 is provided as Annexure-B of this report. There are no qualifications or reservations on adverse remarks or disclaimer in the said Secretarial Audit Report.

As per the requirements of the Listing Regulations, Practicing Company Secretaries of the respective material subsidiaries of the Company have undertaken secretarial audits of these subsidiaries for FY 2022-23. The Secretarial Audit Report confirms that the material subsidiaries have complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or non- compliances.

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.

Reporting of frauds by auditors

During the year under review, the Statutory Auditors and Secretarial Auditors 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, along with its operational subsidiaries, had 5,002 permanent employees and workmen on consolidated basis as on 31st 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 Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as Annexure-C of this report.

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

Company during at the Registered Office 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 requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has constituted Internal Complaints Committees (ICCs) at all relevant locations across India to consider and resolve the complaints related to sexual harassment.

The ICCs include external members with relevant experience. The ICCs, presided by senior woman, conduct the investigations and make decisions at the respective locations. The ICCs also work extensively on creating awareness on relevance of sexual harassment issues, including while working remotely. During the year under review, there were no complaints pertaining to sexual harassment. All new employees go through a detailed personal orientation on anti-sexual harassment policy adopted by the Company.

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, Financial Institutions and Banks. Your Directors thank all the esteemed shareholders, customers, suppliers and business associates for their faith, trust and confidence reposed in the 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 the Company continues to grow and excel.

For and on behalf of the Board of Directors

	Gautam S. Adani
	Chairman
Date: 29th May, 2023	(DIN: 00006273)
Place : Ahmedabad