Adani Total Gas Limited has issued a postal ballot notice seeking shareholder approval for the appointment of Mr. K Jairaj as an Independent Director. The notice, dated December 19, 2025, outlines the company's proposal to appoint Mr. Jairaj (DIN: 01875126) as a Non-Executive Independent Director through a special resolution.

Appointment Details and Voting Process

The Board of Directors had earlier appointed Mr. K Jairaj as an Additional Director with effect from November 3, 2025, for a first term of three years. The appointment now requires shareholder approval in accordance with the provisions of the Companies Act, 2013 and SEBI Listing Regulations.

The company has engaged National Securities Depository Limited (NSDL) for facilitating remote e-voting to enable members to cast their votes electronically. In compliance with Ministry of Corporate Affairs circulars, the postal ballot notice is being sent only in electronic mode to eligible shareholders.

E-Voting Schedule and Process

The remote e-voting process has been structured to ensure maximum participation from eligible shareholders. The voting will be conducted exclusively through electronic means, with no physical postal ballot forms being dispatched.

The cut-off date for determining eligible voters is Friday, December 19, 2025. Only members whose names appear in the Register of Members or List of Beneficial Owners and who have registered email addresses with the company's Registrar and Share Transfer Agent, MUFG Intime India Private Limited, and depositories will be eligible to participate in the e-voting process.

Director Profile and Qualifications

Mr. K Jairaj brings extensive experience in infrastructure, energy, transport, and urban development sectors. He is a member of the 1976 batch of the Indian Administrative Service and has held distinguished appointments including Additional Chief Secretary, Energy Department and Chairman, BESCOM.

Key qualifications and experience include:

• Bachelor of Arts (Honours) degree from Bangalore University
• Master of Arts degree in Economics from Delhi School of Economics
• M.P.A. from Woodrow Wilson School of Public and International Affairs, Princeton University
• M.P.A. from Kennedy School of Government, Harvard University
• Former Managing Director of Bangalore International Airport Ltd
• Former Managing Director of Karnataka Power Corporation Ltd
• Former President of All India Management Association (AIMA)

Mr. Jairaj has confirmed that he meets the criteria for independence under Section 149(6) of the Companies Act and Regulation 16(1)(b) of the SEBI Listing Regulations. He is not disqualified from being appointed as Director and has provided necessary declarations regarding his independence.

Age-Related Approval Requirement

In accordance with Regulation 17(1A) of the SEBI Listing Regulations, the company is also seeking approval for Mr. Jairaj's continuation as Independent Director after he attains the age of 75 years on May 24, 2027. This approval is being sought proactively to ensure continuity in his directorship.

Scrutinizer and Result Declaration

The Board has appointed Mr. Chirag Shah (Membership No.: FCS: 5545; CP No.: 3498) or failing him Mr. Raimeen Maradiya (Membership No. 11283; CP No. 17554), Partners of Chirag Shah and Associates, Practicing Company Secretary, as the Scrutinizer for conducting the postal ballot process in a fair and transparent manner.

The results of the postal ballot, along with the Scrutinizer's Report, will be displayed on the company's website at www.adanigas.com , NSDL's website at www.evoting.nsdl.com , and communicated to the stock exchanges where the company's equity shares are listed. The proposed resolution, if approved by the requisite majority, will be deemed to have been duly passed on January 23, 2026.

The Board has recommended the special resolution for approval by the members, noting that except for Mr. K Jairaj and his relatives, no other Directors or Key Managerial Personnel have any financial interest in the proposed resolution.

Adani Total Gas has announced the appointment of Mr. Preyash Jhaveri as Interim Chief Financial Officer, effective December 22, 2025. The appointment was approved by the Board of Directors following recommendations from the Nomination and Remuneration Committee, in compliance with SEBI listing regulations.

Board Meeting and Regulatory Compliance

The Board of Directors approved the appointment during their meeting held on December 22, 2025, which commenced at 11:30 a.m. and concluded at 12:10 p.m. This appointment has been made pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ensuring full regulatory compliance.

Professional Background and Qualifications

Mr. Jhaveri brings extensive qualifications to his interim role, holding a B.Com, LL.B., and is a Qualified Chartered Accountant with a Post Graduate Diploma in Business Management (PGDBM). He is a seasoned finance executive with over 30 years of rich and varied experience across Energy, Gas, Healthcare, Wind Power, Chemical, Textile, and Pharma sectors.

Currently serving as Financial Controller at Adani Total Gas since joining the company in 2007, Mr. Jhaveri has been responsible for finalization of accounts, statutory and audit compliances, managing cash flow to minimize finance cost, monitoring budgeting, and ensuring compliance of applicable tax laws.

Career Experience and Expertise

Prior to joining Adani Total Gas, Mr. Jhaveri worked with several prominent organizations including Torrent Pharmaceuticals, Enercon (India) Limited, The Arvind Mills Limited, India Gum Limited, and Core Healthcare Limited during the period from July 1995 to July 2007.

Key Managerial Personnel Update

Following this appointment, the company has updated its list of Key Managerial Personnel authorized to determine materiality of events and make disclosures to stock exchanges. The updated KMP list includes Mr. Suresh Manglani as Whole Time Director & CEO, Mr. Preyash Jhaveri as Interim Chief Financial Officer, and Mr. Anil Agrawal as Company Secretary & Compliance Officer.

This interim appointment ensures continuity in the company's financial leadership while the organization conducts a comprehensive search for a permanent Chief Financial Officer, maintaining operational stability during the transition period.