|
Dear Shareholders,
Your Directors' are pleased to present the 34th Annual Report
along with the Audited Financial Statements of your
Company for the financial year ended March 31, 2026 ("FY 2025-26/
FY26").
Financial Performance
The Audited Financial Statements of your Company as on March 31, 2026,
are prepared in accordance with the relevant applicable Indian Accounting Standards
("Ind AS") and Regulation 33 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations") and the provisions of the Companies Act, 2013 ("Act").
The summarised financial highlights are depicted below:
( in crore)
Consolidated Standalone
|
|
|
|
( in crore) |
| Particulars |
Consolidated |
Standalone |
|
2025-26 |
2024-25 |
2025-26 |
2024-25 |
| Revenue from operations |
1,00,468.61 |
97,894.75 |
23,056.18 |
26,708.97 |
| Other Income |
2,474.63 |
2,470.33 |
2,601.26 |
1,604.07 |
Total Income |
1,02,943.24 |
1,00,365.08 |
25,657.44 |
28,313.04 |
Expenditure other than
Depreciation and Finance cost |
86.479.49 |
83,642.72 |
21,161.79 |
24,115.58 |
| Depreciation, Amortisation & Impairment |
6,135.34 |
4,211.33 |
188.30 |
154.85 |
| Finance Cost |
6,019.12 |
5,978.02 |
1,747.51 |
1,008.57 |
Total Expenditure |
98,633.95 |
93,832.07 |
23,097.60 |
25,279.00 |
Profit before share of
Profit/ (Loss) from joint ventures and associates, exceptional items and tax |
4,309.29 |
6,533.01 |
2,559.84 |
3,034.04 |
| Share of profit from joint ventures and
associates |
257.18 |
507.73 |
- |
- |
Profit before exceptional items and tax |
4,566.47 |
7,040.74 |
2,559.84 |
3,034.04 |
| Add/(Less): Exceptional Items (net) |
9,215.37 |
3,945.73 |
9,599.64 |
3,870.04 |
| Total Tax Expense |
3,831.15 |
2,968.52 |
781.42 |
850.89 |
| Profit after tax from Continuing Operations |
9,950.69 |
8,017.95 |
11,378.06 |
6,053.19 |
| Profit after tax from Discontinued Operations |
- |
(12.96) |
- |
(12.96) |
Profit for the year |
9,950.69 |
8,004.99 |
11,378.06 |
6,040.23 |
Other Comprehensive income (net of tax) |
826.35 |
633.28 |
(1.88) |
(1.05) |
Total Comprehensive Income for the year
(net of tax) |
10,777.04 |
8,638.27 |
11,376.18 |
6,039.18 |
PAT Attributable to: |
|
|
|
|
| Equity holders of the parent |
9,339.47 |
7,099.00 |
- |
- |
| Non-controlling interests |
611.22 |
905.99 |
- |
- |
Note:
1. There are no material changes and commitments affecting the
financial position of your Company which have occurred between the end of the financial
year and the date of this report.
2. Previous year figures have been regrouped/re-arranged wherever
necessary.
3. There has been no change in nature of business of your Company.
Financial Highlights:
Consolidated Financial Results:
Total income increased by 3 % to 1,02,943 crore in FY 2025-26 vs
1,00,365 crore in FY 2024-25.
EBITDA maintained at 16,464 crore in FY 2025-26 vs 16,722 crore
in FY 2024-25.
PAT attributable to shareholders increased by 32% to 9,339 crore in
FY 2025-26 vs 7,099 crore in FY 2024-25.
Standalone Financial Results:
Total income stood at 25,657 crore in FY 2025-26 vs 28,313
crore in FY 2024-25.
EBITDA increased by 7% to 4,496 crore in FY 2025-26 vs 4,197
crore in FY 2024-25.
PAT increased by 88% to 11,378 crore in FY 2025-26 vs 6,040
crore in FY 2024-25.
Operational Performance
The key aspects of your Company's consolidated performance during
the FY 2025-26 are as follows:
ANIL New Energy Ecosystem:
Solar modules increased by 15% to 4,904 MW
Wind division started supply of 3.3 MW WTG model
Supply of WTG sets increased by 41% to 231 sets comprising 5.2 MW
and 3.3 MW model
Airports:
Pax movement increased by 1% to 95.3 mn
Greenfield Navi Mumbai International Airport commenced operations
from December 25, 2025
Roads: Projects completed
Largest greenfield Ganga Expressway BOT project inaugurated on
April 29, 2026
"Nanasa-Pidgaon" in the state of Madhya Pradesh
"Vijayawada bypass" in the state of Andhra Pradesh
"Badakumari Karki" in the state of Odisha
Mining Services:
Dispatch volume increased by 14% to 49.4 MMT
GP-II coal mine service contract made operational
The operational performance of your Company has been comprehensively
discussed in the Management Discussion and Analysis Report, which forms part of this
Integrated Annual Report.
Credit Rating
Your Company's financial discipline and prudence is reflected in
the strong credit ratings ascribed by rating agencies. The details of credit rating are
disclosed in the Corporate Governance Report, which forms part of this Integrated Annual
Report.
Dividend and Reserves
Dividend
Your Directors have recommended a dividend of 1.30 (130%) per Equity
Share of 1 each (fully paid up) for FY 2025-26. The dividend is subject to approval of
shareholders at the ensuing Annual General Meeting (AGM). Pro-rata dividend shall be paid
in proportion to the paid-up value of partly paid shares. The dividend, if approved by the
shareholders, would involve a cash outflow of up to 169.22 crore.
Dividend Distribution Policy
The dividend recommended is in accordance with your Company's
Dividend Distribution Policy. The Dividend Distribution Policy, in terms of Regulation 43A
of the SEBI Listing Regulations is available on your Company's website and link for
the same is given in Annexure-A of this report.
Unclaimed Dividends
Details of outstanding and unclaimed dividends, previously declared and
paid by your Company, are given under the Corporate Governance Report, which forms part of
this Integrated Annual Report.
Investor Education and Protection Fund (IEPF)
During the financial year 2025-26, your Company has transferred
unclaimed and un-paid dividends pertaining to year 2017-18 to IEPF. Further, corresponding
shares, on which dividends have remained unclaimed and unpaid for seven consecutive years,
were transferred to IEPF as per the requirements of the IEPF Rules. The details of the
resultant benefits arising out of shares already transferred to the IEPF, year wise
amounts of unclaimed / un-paid dividends lying in the unpaid dividend account up to the
year, and the corresponding shares, which are liable to be transferred, are provided in
the shareholder information section of the Corporate Governance
Report forming part of this Integrated Annual Report and are also
available on your Company's website at www.adanienterprises.com.
Transfer to Reserves
As permitted under the Act, your Board does not propose to transfer any
amount to General Reserves. The closing balance of the retained earnings of your Company
for FY26, after all appropriations and adjustments, was 24,544.11 crore.
Share Capital
During the year under review, there was no change in the authorised
share capital of the Company. The authorised share capital of your Company is 490.42
crore.
Issue of shares on Rights basis:
During the year under review, the Company has allotted 13,85,01,687
equity shares (partly paid) of face value 1 each on a rights basis to the eligible equity
shareholders of the Company in the ratio of 3 (Three) Rights Equity Shares for 25 (Twenty
Five) fully paid up Equity Shares held by the eligible Equity Shareholders on the Record
Date, at a price of 1,800 per Rights Equity Share (including premium of 1,799 per
Rights Equity Share), aggregating to 24,930.30 crore.
The Rights Equity Shares were issued (on partly paid basis) and
allotted in compliance with the applicable provisions of the Act, the SEBI Listing
Regulations, 2018, the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, FEMA
and other applicable laws and in accordance with the terms of the Letter of Offer dated
November 12, 2025. Consequently, the issued share capital of your Company as on March 31,
2026 was 129.27 crore.
Non-Convertible Debentures (NCDs)
During the year under review, your Company has allotted/redeemed
Secured, Rated, Listed, Redeemable, Non Convertible Debentures ("NCDs") as
follows:
Issue of NCDs a) 2,00,00,000 NCDs of face value of 1,000 each,
aggregating to 2,000 crore by way of public issue. b) 1,00,000 NCDs of face value of
1,00,000 each aggregating to 1,000 crore by way of private placement.
Redemption of NCDs
During the year under review, your Company redeemed 1,95,000 NCDs of
face value of 1,00,000 each aggregating to 1,950 crore which were issued on private
placement basis.
As on March 31, 2026, your Company has outstanding debentures of
3,800 crore and the same are listed on BSE Limited and National Stock Exchange of India
Limited.
Public 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 FY26 or the previous financial
years. Your Company did not accept any deposit during the year under review.
Particularsofloans,guaranteesorinvestments
During the year under review, your Company has made loans, given
guarantees, provided securities and made investments in compliance with Section 186 of the
Act. The particulars of loans, guarantee and investments made during the year under
review, are given in the notes forming part of the financial statements.
Strategic Acquisitions / Divestment
(A) Acquisitions
During the year under review, your Company and its
subsidiary(ies)/joint venture(s) have made following acquisitions:
1. Your Company acquired 50% stake in MetTube Copper India Private
Limited.
2. AdaniConneX Private Limited, a joint venture of your Company,
acquired 100% stake in Granthik Realtors Private Limited, Trade Castle Tech Park Private
Limited and Giridhari Build Estate Limited.
3. Adani Defence Systems and Technologies Limited (ADSTL), a wholly
owned subsidiary (WOS) of your Company acquired 99.98% stake in Air Works India
(Engineering) Pvt. Ltd and defence unit of Punj Lloyd Ltd.
4. ADSTL and Horizon Aero Solutions Limited (HASL), a subsidiary of
ADSTL, acquired 72.8% of stake in Flight Simulation Technique Centre Private Limited.
5. HASL acquired 100% stake in Indamer Technics Private Limited.
6. Adani Road Transport Limited (ARTL), a WOS of your Company, acquired
100% stake in D P Jain TOT Toll Roads Private Limited and 49% stake of Sree Vishwa Varadhi
Private Limited.
7. Adani Airport Holdings Limited (AAHL), a WOS of your Company
acquired 100% stake in AGH Port Aviation Services Private Limited and SKYIWAVE Private
Limited.
8. AMG Media Networks Limited, a WOS of your Company acquired balance
24% Category I shares (with voting rights) and 0.74% Category II shares (without voting
rights) of IANS India Private Limited.
(B) Divestment
During the year under review, your Company and its subsidiaries made
following divestments:
1. Your Company divested 50% stake in Kutch Copper Tubes Limited.
2. AAHL divested 25% stake in World Plate Collective Cuisines Limited.
3. Adani Global Limited (Mauritius) and Adani Global Pte Ltd
(Singapore), subsidiaries of your Company, divested their entire stake in PT Adani Global
(Indonesia).
4. Kutch Copper Limited, a WOS of your Company, divested entire 50%
stake in Praneetha Ecocables Limited.
5. Adani Agri Fresh Limited, ("AAFL"), a WOS of your Company,
divested its entire 50% stake in Vishakha Industries Private Limited.
6. Adani Commodities LLP, a subsidiary of your Company, sold the
remaining 30.42% of the paid-up equity share capital of AWL Agri Business Ltd. (formerly
known as Adani Wilmar Ltd).
Subsidiaries, Joint Ventures and Associate Companies
A list of subsidiaries/associates/joint ventures of your Company is
provided as part of the notes to the consolidated financial statements. During the year
under review, 45 entities were formed/ acquired by subsidiaries / joint ventures of your
Company. During the year under review, the following entities ceased to be
subsidiary/associate /joint venture
Subsidiaries/Joint Ventures: |
PT Adani Global (Indonesia) |
PT Coal Indonesia |
PT Gemilang Pusaka Pertiwi |
PT Lamindo Inter Multikon |
PT Niaga Antar Bangsa |
PT Niaga Lintas Samudra |
PT Suar Harapan Bangsa |
PT Sumber Bara |
PT Pinta Karya Makmur |
Kutch Copper Tubes Limited (From Subsidiary to JV) |
Puri Natural Resources Limited |
Surguja Power Limited |
Praneetha Ecocables Limited |
King Power Ospree Pte. Ltd |
Airports Infrastructure PLC |
Adani Cementation Limited |
Adani Cement Industries Limited |
Associates: |
Vishakha Industries Private Limited |
AWL Agri Business Limited (formerly known as Adani |
| Wilmar Ltd) |
Pursuant to the provisions of Section 129, 134 and 136 of the Act read
with rules made thereunder and Regulation
33 of the SEBI Listing Regulations, your Company has prepared
consolidated financial statements of the Company 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 Integrated 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
workingdaysduringbusinesshours.Thefinancial statements of the subsidiary companies shall
also be kept for inspection by any shareholders during working hours at your
Company's registered office and that of the respective subsidiary companies
concerned. In accordance with Section 136 of the Act, the audited financial statements,
including consolidated financial statements and related information of your Company and
audited accounts of each of its subsidiaries, are available on website of your Company
(https:// www.adanienterprises.com).
Corporate Restructuring
Your Board, at its meeting held on August 01, 2024, had approved,
subject to requisite approvals and consents, a Composite Scheme of Arrangement ("the
Composite Scheme") amongst Adani Green Technology Limited ("Amalgamating Company
1"), Adani Emerging Business Private Limited ("Amalgamating Company 2"),
your Company, Adani Tradecom Limited ("Transferor Company") and Adani New
Industries Limited ("Transferee Company") pursuant to the provisions of Sections
230 to 232 and other applicable provisions of the Act.
The Hon'ble National Company Law Tribunal, Ahmedabad Bench
("Hon'ble Tribunal") has pronounced the order approving the Composite
Scheme, with appointed date as April 1, 2026. Subsequently your Company has approved
allotment of 90,11,048 equity shares of 1 each fully paid-up to eligible shareholder of
Amalgamating Company 2 towards consideration.
Alteration in the Constitutional document
The authorised capital of your Company was increased pursuant to the
Composite Scheme as mentioned above and accordingly, the Memorandum of Association of your
Company was altered to that effect.
Material Subsidiaries
As per criteria given in Regulation 16 of the SEBI Listing Regulations,
based on financial statements as on March 31, 2026, your Company has 3 (three) unlisted
material subsidiaries namely Adani Global FZE, UAE, Adani Global Pte. Limited, Singapore
and Kutch Copper Limited. Your Company has formulated a policy for determining material
subsidiaries. The policy is available on your Company's website and link for the same
is given in Annexure-A of this report.
Pursuant to Section 134 of the Act read with rules made thereunder, the
details of business developments at the level of subsidiaries and joint ventures of your
Company are covered in the Management Discussion and Analysis Report, which forms part of
this Integrated Annual Report.
Directors and Key Managerial Personnels
As of March 31, 2026, your Company's Board had eight members
comprising of four Executive Directors and four Independent Directors including one Woman
Director. The details of Board and Committee composition, tenure of Directors, and other
details are available in the Corporate Governance Report, which forms part of this
Integrated Annual Report.
In terms of the requirement of the SEBI Listing Regulations, your Board
has identified core skills, expertise, and competencies of the Directors in the context of
your Company's business for effective functioning. The key skills, expertise and core
competencies of your Board are detailed in the Corporate Governance Report, which forms
part of this Integrated Annual Report.
Appointment/Cessation/Change in Designation of Directors
During the year under review, following changes took place in the
Directorships:
Appointment:
Mr Bharat Sheth (DIN: 00022102) was appointed as an Additional Director
(Non-Executive and Independent) on the Board of your Company w.e.f. August 9, 2025, for
first term of three years. His appointment was approved by the shareholders vide a Special
Resolution passed through Postal Ballot process on October 15, 2025.
Cessation:
Mr Hemant Nerurkar (DIN: 00265887) ceased as an Independent Director of
your Company w.e.f. August 9, 2025 upon completion of his tenure. Your Board places on
record deep appreciation for valuable services and guidance provided by him during his
tenure of Directorship.
Re-appointment of Director retiring by rotation
In accordance with the provisions of Section 152 of the Act, read with
rules made thereunder and Articles of Association of your Company, Dr Vinay Prakash,
Director, (DIN: 03634648) is liable to retire by rotation at the ensuing AGM and being
eligible, offers himself for re-appointment.
Your Board, on the recommendation of Nomination and Remuneration
Committee (NRC) of your Company, recommends the re-appointment of Dr Vinay Prakash as a
Director for your approval.
Brief details, as required under Secretarial Standard-2 and Regulation
36 of SEBI Listing Regulations, are provided in the Notice of ensuing AGM.
Declaration from Independent Directors
Your Company has received declarations from all the Independent
Directors of your Company confirming that they meet the criteria of independence as
prescribed under Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI Listing
Regulations and there has been no change in the circumstances which may affect their
status as an Independent Director. The Independent Directors have also given declaration
of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of
Directors) Rules, 2014, with respect to their name appearing in the data bank of
Independent Directors maintained by the Indian Institute of Corporate Affairs.
Key Managerial Personnel (KMP):
During the year under review, there was no change in the KMPs of your
Company.
As on the date of this report, the following are KMPs of your Company
as per Sections 2(51) and 203 of the Act:
Mr Gautam S. Adani, Executive Chairman
Mr Rajesh S. Adani, Managing Director
Mr Pranav V. Adani, Director
Dr Vinay Prakash, Director
Mr Jugeshinder Singh, Chief Financial Officer
Mr Jatin Jalundhwala, Company Secretary & Joint President
(Legal)
Committees of Board
As required under the Act and the SEBI Listing Regulations, your
Company has constituted various Statutory Committees. Additionally, the Board has formed
other governance committees and sub-committees to review specificbusiness operations and
governance matters including any specific items that the Board may decide to delegate. As
on March 31, 2026, the Board has constituted the following committees / sub-committees.
Statutory Committees:
Audit Committee
Nomination and Remuneration Committee
Stakeholders Relationship Committee
Risk Management Committee
Corporate Social Responsibility Committee
Governance Committees:
Corporate Responsibility Committee
Information Technology & Data Security Committee
Legal, Regulatory & Tax Committee
Reputation Risk Committee
Mergers and Acquisitions Committee
Commodity Price Risk Committee
Public Consumer Committee
Details of all the Committees such as terms of reference, composition,
and meetings held during the year under review are disclosed in the Corporate Governance
Report, which forms part of this Integrated Annual Report.
Number of meetings of the Board
The Board met 8 (eight) times during the year under review. The
intervening gap between the meetings did not exceed 120 days, as prescribed under the Act
and SEBI Listing Regulations. The details of board meetings and the attendance of the
Directors are provided in the Corporate Governance Report, which forms part of this
Integrated Annual Report.
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 Board's functioning such as composition of the Board and
committees, experience and competencies, performance of specific duties and obligations,
contribution at the meetings and otherwise, independent judgment, governance issues etc.
Performance evaluation of independent directors was done by the entire Board, excluding
the independent directors being evaluated. The results of the evaluation confirmed
commitment and engagement of Board, its various committees and senior leadership. The
recommendations arising from the evaluation process were discussed at the Independent
Directors' meeting held on March 17, 2026 and at the Board meeting held on April 30,
2026. The suggestions were considered by the Board to optimise the effectiveness and
functioning of the Board and its committees.
Independent Directors' Meeting
The Independent Directors met on March 17, 2026, 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 your Company, taking into account the
views of 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 Familiarisation and Training Programme
The Board is regularly updated on changes in statutory provisions, as
applicable to your Company. The Board is also updated on the operations, key trends and
risk universe applicable to your Company's business. These updates help the Directors
in keeping abreast of key changes and their impact on your Company.
An annual strategy retreat is conducted by your Company where the Board
provides its inputs on the business strategy and long- term sustainable growth for your
Company. Additionally, the Directors also participate in various programs /meetings where
subject matter experts apprise the Directors on key global trends. The details of such
programmes are provided in the Corporate Governance Report, which forms part of this
Integrated Annual Report.
Policy on Directors' appointment and remuneration
Pursuant to Section 178(3) of the Act, your Company has framed a policy
on Directors' appointment and remuneration and other matters ("Remuneration
Policy") which is available on the website of your Company and link for the same is
given in Annexure-A of this report.
The Remuneration Policy for selection of Directors and determining
Directors' independence sets out the guiding principles for the NRC for identifying
the persons who are qualified to become the Directors.
Your Company's Remuneration Policy is directed towards rewarding
performance based on review of achievements. The high Remunerationlevel of Policy is in
consonance with existing industry practice.
We affirm that the remuneration paid to the Directors is as per the
terms laid out in the Remuneration Policy.
Board Diversity
Your Company recognises and embraces the importance of a diverse board
in its success. The Board has adopted the Board Diversity Policy which sets out the
approach to the diversity of the Board. The Board Diversity Policy is available on your
Company's website and link for the same is given in Annexure-A of this report.
Succession Plan
Your Company has an effective mechanism for succession planning which
focuses on orderly succession of Directors, Key Management Personnel and Senior
Management. The NRC implements this mechanism in concurrence with the Board.
Directors' Responsibility Statement
Pursuant to Section 134(5) of the Act, the Board, to the best of their
knowledge and based on the information and explanations received from the management of
your Company, confirm that: a. in the preparation of the Annual Financial Statements, the
applicable accounting standards have been followed and there are no material departures;
b. they have selected such accounting policies and applied them consistently and
judgements and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company at the end of the financial year and of the
profit of your Company for that period; c. proper and sufficient maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of your Company and for preventing and detecting fraud and other irregularities; d.
the annual financial statements have been prepared on a going concern basis; e. they have
laid down internal financial controls to be followed by your Company and that such
internal financial controls are adequate and operating effectively;
. f. proper systems have been devised to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating
effectively.
Internal Financial control system and their adequacy
The details in respect of internal financial controls and their
adequacy are included in the Risk & Opportunity chapter, which forms part of this
Integrated Annual Report.
Risk Management
Your Company has a structured Risk Management Framework, designed to
identify, assess and mitigate risks appropriately. The Board has formed a Risk Management
Committee (RMC) to frame, implement and monitor the risk management plan for your Company.
The RMC is responsible for reviewing the risk management plan and ensuring its
effectiveness. The Board has also constituted sub-committees of RMC to ensure focused
discussion on specific risks such as information technology & data security, legal,
regulatory & tax, reputation and commodity price risk. The Audit
Committee has 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 on the Risk Management
activities, including the implementation of risk management policy, key risks identified
and their mitigations are covered in Risks & Opportunity chapter, which forms part of
this Integrated Annual Report.
Compliance Management Mechanism
Your Company has deployed a Statutory Compliance Mechanism providing
guidance on broad categories of applicable laws and process for monitoring compliance. In
furtherance to this, your Company has instituted carehasbeen takenfor the an online
compliance management system within the organisation to monitor compliances and provide
update to the senior management on a periodic basis. The Audit Committee and the Board
periodically monitor the status of compliances with applicable laws.
Board policies
The details of various policies approved and adopted by the Board as
required under the Act and SEBI Listing Regulations are provided in Annexure A
to this report.
Corporate Social Responsibility (CSR)
A detailed report on the Company's CSR initiatives has been
provided in the Corporate Social Responsibility section of this Integrated Annual Report.
The details of the CSR Committee, terms of reference, meetings held during the year are
provided in the Corporate Governance Report, which forms part of this Integrated Annual
Report. The CSR policy is available on the website of your Company and the link for the
same is given in Annexure-A of this report.
The Annual Report on CSR activities is annexed and forms part of this
Integrated Annual Report. The Chief Financial Officer of your Company has certified that
CSR spending of your Company for FY 2025-26 has been utilised for the purpose and in the
manner approved by the Board.
Management Discussion and Analysis
The Management Discussion and Analysis Report for the year under
review, as stipulated under the SEBI Listing Regulations, is presented in a section
forming part of this Integrated Annual Report.
Corporate Governance Report
Your Company is committed to maintain highest standards of corporate
governance practices. The Corporate Governance Report, as stipulated by SEBI Listing
Regulations, forms part of this Integrated Annual Report along with the required
certificate from a Statutory Auditor, regarding compliance of the conditions of corporate
governance, as stipulated. In compliance with corporate governance requirements as per the
SEBI Listing Regulations, your Company has formulated and implemented a Code of Conduct
for all Board members and senior management personnel of your Company ("Code of
Conduct"), who have affirmed the compliance thereto. The Code of Conduct is available
on the website of your Company and the link for the same is given in Annexure-A of
this report.
Business Responsibility & Sustainability Report (BRSR)
In accordance with the SEBI Listing Regulations, the BRSR for the FY
26, describing the initiatives taken by your Company from an environment, social and
governance (ESG) perspective, forms part of this Integrated Annual Report. In addition to
BRSR, the Integrated Annual Report of your Company provides an insight on various ESG
initiatives adopted by the Company. The ESG disclosures are in compliance with BRSR core
and have been independently assured by M/s Intertek India Pvt. Ltd.
Annual Return
Pursuant to Section 134(3)(a) of the Act, the draft annual return as on
March 31, 2026 prepared in accordance with Section 92(3) of the Act is made available on
the website of your Company and can be accessed using the
https://www.adanienterprises.com/investors/ investor-downloads
Transactions with Related Parties
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.
During the year under review your Company has engaged independent third
party for assessment of related party transactions and providing assurance to the Audit
Committee that all the transactions were at arm's length basis and in the ordinary
course of business and in accordance with the provisions of the Act and the rules made
thereunder, the SEBI Listing Regulations and your Company's Policy on Related Party
Transactions.
The Audit Committee comprise solely of the Independent Directors of
your Company. The members of the Audit Committee abstained from discussing and voting in
the transaction(s) in which they were interested.
During FY26, 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.
During the year, the materially significant Related Party Transactions
pursuant to the provisions of SEBI Listing Regulations were duly approved by the
shareholders of your Company at the AGM held on June 24, 2025 and through Postal Ballot on
October 15, 2025.
Your Company did not enter into any related party transactions during
the year under review, which could be prejudicial to the interest of minority
shareholders.
The Policy on Related Party Transactions is available on your
Company's website and can be accessed using the link given in Annexure-A of
this report.
Pursuant to the provisions of Regulation 23 of the SEBI Listing
Regulations, your Company has filed yearly reports to the stock exchanges, for the related
party transactions.
Statutory Auditors & Auditors' Report
Pursuant to Section 139 of your Act read with rules made thereunder, as
amended, M/s. Shah Dhandharia & Co LLP, Chartered Accountants (Firm Registration No.
118707W/W100724) were re-appointed as the Statutory Auditors of your Company, for the
second term of five years till the conclusion of 35th Annual General Meeting (AGM) of your
Company to be held in the year 2027. The Statutory Auditors have confirmed that they are
not disqualified to continue as Statutory Auditors and are eligible to hold office as
Statutory Auditors Company. A representative of the Statutory Auditors of your Company
attended the previous AGM of your Company held on June 24, 2025.
The Notes to the financial statements referred in the Auditors'
Report are self-explanatory. The Auditors' Report is enclosed with the
financialstatements forming part of this Integrated AnnualReport. or employees which are
Secretarial Audit Report
Pursuant to section 204 of the Act, read with the rule made thereunder
and Regulation 24A of SEBI Listing Regulations, CS Ashwin Shah, Practicing Company
Secretary, Ahmedabad, (C. P. No. 1640; Peer reviewed certificate no. 1930/2022) were
appointed as a Secretarial Auditor to undertake the Secretarial Audit of your Company for
the firstterm of five consecutive years from financial year 2025-26 to CS Ashwin Shah has
confirmed that he is not disqualified to continue as a Secretarial Auditor and is eligible
to hold office as Secretarial Auditor of your Company.
The Secretarial Audit Report for the year under review is provided as Annexure-B
of this report.
Secretarial Audit of Material Unlisted Indian
Subsidiary
Your Company does not have any material Indian subsidiary hence
secretarial audit of material subsidiary is not applicable to your Company.
Explanation to Statutory Auditors' Comment:
The Statutory Auditor's qualifications have been appropriately
dealt with in Note No. 50(d) and 50(e) of the Notes to the consolidated audited financial
statements. Further, your Company has not received any comments from the Secretarial
Auditor.
Cost Records and Cost Auditors
During the year under review, in accordance with Section 148(1) of the
Act, your Company has maintained the accounts and cost records, as specified by the
Central Government. Such cost accounts and records are subject to audit by M/s. K V M
& Co., Cost Accountants, Cost Auditors of the Company for FY 2025-26.
The Board has re-appointed M/s. K V M & Co., Cost Accountants, as
Cost Auditors of your Company to conduct cost audit for the FY 2026-27. A resolution
seeking approval of the Shareholders for ratifying the remuneration payable to the Cost
Auditors for
FY 2026-27 is provided in the Notice of the ensuing AGM. The cost
accounts and records as required to be ofyour maintained under section 148(1) of the Act
are duly made and maintained by your Company.
Reporting of frauds by Auditors
During the year under review, the Statutory Auditors and Secretarial
Auditor of your Company have not reported any instances of fraud committed in your Company
by Company's officers to be reported to the Audit Committee under Section 143(12) of
the Act.
Particulars of Employees
Your Company had 2,940 employees as of March 31, 2026, on standalone
basis.
The information required under Section 197 of the Act, read with rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
financial year 2029-30. relating to percentage increase in remuneration, ratio of
remuneration of each Director and Key Managerial Personnel (KMP) to the median of
employees' remuneration are provided in 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. However, in terms of Section 136 of the Act, the Integrated Annual Report is
being sent to the shareholders and others entitled thereto, excluding the said annexure,
which is available for inspection by the shareholders at the Registered Office of your
Company during business hours on working days of your Company.
If any shareholder is interested in obtaining a copy thereof, such
shareholder 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 laid down a Prevention of Sexual Harassment (POSH) Policy and has constituted
Internal Complaints Committees (ICs), at all relevant locations across India to consider
and resolve the complaints related to sexual harassment. The ICs includes external members
with relevant experience. The ICs, presided by senior women, conduct the investigations
and make decisions at the respective locations. Your Company has zero tolerance on sexual
harassment at the workplace. The ICs also work extensively on creating awareness on
relevance of sexual harassment issues, including while working remotely. The employees are
required to undergo a mandatory training/ certification on POSH to sensitise themselves
and strengthen their awareness. During the year under review, your Company has not
received any complaint pertaining to sexual harassment.
All new employees go through a detailed personal orientation on
anti-sexual harassment policy adopted by your Company.
Statement w.r.t. compliance with the provisions relating to Maternity
Benefits Act, 1961
Your Company is committed to ensuring a safe, supportive, and inclusive
workplace for all women employees. All eligible women employees have been extended the
benefits under the said Act, including maternity leave, nursing breaks, and other
statutory entitlements as prescribed. Your Company has duly complied with the provisions
of the Maternity Benefits Act, 1961, as amended from time to time. Your Company
continuously strives to maintain a work environment that upholds the rights and well-being
of its women workforce in accordance with applicable laws.
Vigil Mechanism
Your Company has adopted a whistle blower policy and has established
the necessary vigil mechanism for directors and employees in confirmation with Section 177
of the Act and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the
genuine concerns about unethical or improper activity, without fear of retaliation.
The vigil mechanism of your Company provides for adequate safeguards
against victimisation of whistle blowers who avail of the mechanism and provides for
direct access to the Chairman of the Audit Committee in exceptional cases.
No person has been denied access to the Chairman of the Audit
Committee. The said policy is uploaded on the website of your Company and link for the
same is given in Annexure-A of this report.
During the year under review, your Company has not received any
complaint under the vigil mechanism.
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.
Cyber Security
In view of increased cyberattack scenarios, the cyber security maturity
is reviewed periodically and the processes, technology controls are being enhanced in-line
with the threat scenarios. Your Company's technology environment is enabled with real
time security monitoring with requisite controls at various layers starting from end user
machines to network, application and the data.
During the year under review, your Company did not face any incidents
or breaches or loss of data breach in cyber security.
Code for prevention of insider trading
Your Company has adopted a Code of Conduct ("PIT Code") to
regulate, monitor and report trading in Company's shares by Company's designated
persons and their immediate relatives as per the requirements under the Securities and
Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The PIT Code,
inter alia, lays down the procedures to be followed by designated persons while trading/
dealing in Company's shares and sharing Unpublished Price Sensitive Information
("UPSI"). The PIT Code covers Company's obligation to maintain a digital
database, mechanism for prevention of insider trading and handling of UPSI, and the
process to familiarise with the sensitivity of UPSI. Further, it also includes code for
practices and procedures for fair disclosure of unpublished price sensitive information
which has been made available on your Company's website and link for the same is
given in Annexure-A of this report.
The employees undergo a mandatory training/ certification on this PIT
Code to sensitise themselves and strengthen their awareness.
General Disclosures
The Chairman & Managing Director of your Company did not receive
any remuneration or commission from any of the subsidiary of your Company.
Your Directors state that during the year under review:
1. Your Company did not issue equity shares with differential rights as
to dividend, voting or otherwise.
2. Your Company did not Issue Shares (Including Sweat Equity Shares) to
employees of your Company under any scheme.
3. No significant or material orders passed by the Regulators or Courts
or Tribunals which impact the going concern status and your Company's operation in
future.
4. No application was made and no proceeding was pending under the
Insolvency and Bankruptcy Code, 2016.
5. No one time settlement of loan was obtained from the banks or
financial institutions.
6. No revisions were made in the financial statements and
Directors' Report of your Company.
Acknowledgement
Your Directors are highly grateful for all the guidance, support and
assistance received from the Government of India, Governments of various states in India,
concerned Government Departments, Financial Institutions and Banks. Your Directors thank
all the esteemed shareholders, customers, suppliers and business associates for their
faith, trust and confidence reposed in your Company.
Your Directors wish to place on record their sincere appreciation for
the dedicated efforts and consistent contribution made by the employees at all levels, to
ensure that your Company continues to grow and excel.
| For and on behalf of the Board of Directors |
|
|
Gautam S. Adani |
| Date: April 30, 2026 |
Chairman |
| Place: Ahmedabad |
(DIN: 00006273) |
|