Accountable Oversight, Responsible Decision-Making

Governance at ATGL is driven by our responsibility to stakeholders and a commitment to building a resilient and enduring entity. Our governance structure is therefore aligned with global standards, with well-defined processes and policies and ongoing oversight by the senior leadership. Through these efforts, we safeguard our stakeholder interests and ensure long-term value creation for all.

Governance Practices-in-Action at the Adani Portfolio of Companies

Planned Initiatives to Strengthen Governance

Based on its strategic roadmap, the Adani Portfolio of Companies is currently in the process of formalising key initiatives and integrating strengthened assurance practices. The transition to the new framework is expected to be adopted within a three-to five-years horizon. These measures are planned to further enhance governance standards, and provide stakeholders with continued confidence in the stability, transparency, and resilience of both the family office and holding company structures within the Adani Portfolio.

Corporate Governance at ATGL

Our governance framework is guided by the provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable laws and regulations. The framework is underpinned by robust controls, effective policy implementation, regulatory compliance, and safeguarding assets. The Board and leadership actively promote ethical conduct and responsible decision-making.

This approach to governance enables integrating preventive measures, accurate reporting, and continuous monitoring. It further supports our strategic objectives by enabling disciplined oversight, risk-aware decision-making, and ongoing engagement with stakeholders. Our robust governance improves ESG outcomes and enables delivering reliable information to stakeholders, strengthening long-term confidence and trust.

Our Governance Framework

Board’s Structure

We follow a one-tier Board system, led by the Board of Directors. The Board is responsible for corporate governance, ensuring that our business operates with ethics, integrity, transparency and accountability in compliance with the regulatory guidelines. The Board-approved statutory and non-statutory committees handle specific business functions, with dedicated roles and responsibilities. Our Board has an optimal mix of Executive and Non-Executive Directors who bring in diverse skills, knowledge and experience.

The Chair of the Board is separate from the senior executive leadership to ensure independence of governance oversight and operational management.

Board’s Oversight on ESG Matters

• Integrating ESG considerations into strategy, risk management, and decision-making processes
• Entrusted the Corporate Responsibility Committee (CRC) to review stakeholder engagement plan, oversee sustainability and social responsibility matters, and report to the Board on ESG performance, risks, and opportunities
• Review and approve the sustainability plan annually, including setting ESG targets, finalising environmental and climate-related initiatives, and making investment decisions for business resilience

+ Read about our BRSR-Section B

Role of the Board

Company’s Board of Directors is responsible for the following:

• Providing strategic direction, overseeing business strategies, ensuring integrity and accountability, and safeguarding stakeholders’ interests
• Guiding and overseeing the execution of business plans to achieve organisational goals, while ensuring compliance with legal and statutory requirements

Role of Board Committees

The Board Committees, categorised as Statutory and Non-Statutory, guide the management in conducting business operations in line with governance and sustainability policies. They further help ensure compliance with laws and regulations through oversight in their respective domains. Each committee operates under its dedicated charter, accessible on ATGL’s website from here.

+ Read about our ESG

ATGL Leadership attending Strategic Planning Workshop

Board Nomination and Selection

The Board follows a structured and transparent process for the nomination and selection of Directors, led by the Nomination and Remuneration Committee (NRC). The candidates are evaluated based on their professional expertise, leadership, the ability to address ESG challenges, and alignment with the Company’s strategic and governance needs. Directors are appointed/reappointed through a formal process by the Board on NRC’s recommendation, subject to shareholder approval at General Meetings or through Postal Ballot. The tenure, retirement, and reappointment processes are aligned with the Companies Act and SEBI Listing Regulations.

We do not impose limitations on the Director’s liabilities. The NRC, in concurrence with the Board, has also implemented a robust succession plan for Directors, Key Management Personnel (KMP), and Senior Management.

+ Read about our Corporate Governance Report

Board Accountability and Effectiveness

Board Accountability

Our robust governance practices are a result of Board accountability across several metrics. Our Board maintains healthy attendance at the meetings, averaging 95% across 06 meetings held in FY 2025-26. We take into consideration shareholder interest by ensuring all Company bylaw amendments are approved by them.

Board Remuneration

We maintain an optimal remuneration structure for the Board, KMP, and Senior Management, ensuring its alignment with our Nomination and Remuneration Policy and applicable laws, periodic performance review and achievements of the goals. No external consultants are engaged in determining the remuneration for the Board and KMP.

Key factors include:

• Decisions consider responsibilities, time commitment, value addition, profitability, and consistency across roles
• Remuneration of VPs and above is reviewed and approved by the NRC during their joining or increment process
• Compensation includes sign-on bonuses and termination payments, with no Clawback policy
• A portion of CEO and senior leadership compensation is linked to financial and non-financial success metrics, including climate and sustainability performance

+ Read about our Directors’ Report

Board’s Performance Evaluation

The NRC has devised a performance evaluation criterion for the Board, its committees and individual Directors, to facilitate regular self-assessment. Using this criteria, the Board is assessed for its composition, leadership effectiveness, quality of discussions and ESG oversight, including contributions to climate action, responsible conduct, and stakeholder engagement. The findings from such evaluations guide actions to strengthen the Board’s role in these areas, linking performance reviews to resilience and value creation. In FY 2025-26, the performance of the Board was evaluated internally, without any assistance from the external experts.

+ Read about our Corporate Governance Report

Board Capability Development

Board Familiarisation and Upskilling

We conduct an extensive orientation and ongoing education programme for incoming Board members towards capacity-building and awareness. In FY 2025-26, 04 such sessions were held to enhance the Board’s knowledge and skills, which covered:

• Introduction to Adani Group’s ethos, ATGL’s historical evolution and critical achievements
• Insights on structural intricacies, business modalities, and operations
• Specialised risk management instructions to enhance understanding of strategic objectives and risk mitigation frameworks

+ Read further Directors-Familiarisation-Programme

ESG Upskilling of the Board and KMP

We engaged a leading ESG practitioner from a large global law firm to impart knowledge on the following topics:

• ESG regulatory and policy landscape
• Identification and management of ESG risks and opportunities
• Key ESG trends, including legal implications for the companies and its Directors

+ Read about our BRSR-Principle 1

Ethics and Compliance

Policy Commitment

We have implemented Board-approved policies covering corporate governance, environment and social responsibility areas through coordinated action by relevant departments and the management. They help ensure the highest standards of governance and compliance, beyond statutory requirements.

Employees are periodically apprised of these policies through mailers, induction and refresher trainings and awareness sessions. Suppliers and business partners are informed at the time of onboarding and signing business contracts. These policies are periodically reviewed and updated to reflect regulatory and business developments. We also operate an Integrated Management System (IMS), strengthened through internal and third-party audits.

Corporate Governance and ESG Policies

Integrating Policy Commitment Across Operations

Code of Conduct (CoC)

A comprehensive CoC guides ethical behaviour, integrity, and accountability across the organisation. We have a CoC for the Board Members and Senior Management Personnel, prepared in accordance with SEBI listing regulations. It outlines processes to avoid and manage conflicts of interest. In FY 2025-26, all Board members and senior management personnel confirmed compliance with the Code, with a signed declaration from the CEO (refer to page 360). We also have an Employee CoC, applicable to employees of Company and its subsidiaries.

We undertake regular awareness and monitoring efforts to ensure CoC is followed. Any potential breach of the Code can be reported through the Whistleblower Mechanism.

Anti-Corruption and Anti-Bribery

Integrity and ethical conduct are central to our operations, and we have zero tolerance towards corruption and bribery. We integrate this in daily operations and those of value chain partners through our Anti-Corruption and Anti-Bribery Policy, along with robust procedures and governance mechanisms.

Key measures include background verification (employees and business partners) and independent third-party due diligence for the business partners. Our JV partner conducts periodic corruption and bribery assessments.

Human Rights

Our Human Rights Policy is aligned with the Universal Declaration of Human Rights, ILO principles, and the UN Guiding Principles, on Business and Human Rights. We have embedded these principles into workplace standards, supplier contracts and expectations, and community engagement, reflecting our commitment to protect and promote their human rights. Our focus on this enables early identification and mitigation of risks.

We strengthen these practices through periodic assessments to identify improvement areas and facilitate training and guidance to all stakeholders.

+ Read more

Access to Whistleblower Mechanism

We have deployed a vigil/whistleblower mechanism under our Whistleblower Policy for employees and Directors to report unethical conduct, financial irregularities, or breach of the Code of Conduct. The policy ensures protection against retaliation or unfair discrimination. The process is overseen by the Audit Committee and the Vigilance and Ethics Officer, who are responsible for investigating and taking corrective actions on substantiated complaints. In FY 2025-26, there were no instances of a whistleblower being denied access to the Chairman of the Audit Committee.

Access to Grievance Redressal Mechanism

We provide our employees, workers, suppliers, business partners, communities and other stakeholders formal channels to raise their concerns and seek effective resolution. We respect their perspectives and considerations and integrate them into our decision-making processes.

+ Read more under BRSR

• Principle 5 for human rights grievance
• Principle 3 for employees and workers’ grievances
• Principle 8 on community grievance
• Principle 9 for consumer grievance

Training and Awareness

All our employees are required to complete mandatory training on ethics, human rights, and competition law, with periodic refreshers. The new hires are provided compulsory induction sessions for awareness of ATGL’s policies and Code. Fortnightly communications and easily accessible internal resources support awareness of legal, statutory and regulatory requirements.

Reported Violations of the Code in FY 2025-26

Regulatory and Statutory Disclosures

Political Contributions

In FY 2025-26, no contributions were made towards political parties, political campaigns, lobbyists or lobbying organisations, trade associations and other tax-exempt groups.

Financial Assistance from the Government

In FY 2025-26, we did not receive any financial assistance of monetary value from any government, including tax reliefs, subsidies, grants, awards, royalty holidays, financial assistance from ECAs, financial incentives or any other financial benefits. Our Company also does not have any government shareholding.

Cybersecurity and Data Privacy

Governance and Oversight

A Board-approved Cybersecurity Policy and Data Privacy Policy safeguard our digital infrastructure and information assets, ensuring confidentiality and integrity. These policies are embedded in the organisational risk and compliance management framework, supported by regular internal audits, IT management system certification and independent third-party audits, including Vulnerability Assessment and Penetration Testing (VAPT) assessments.

Building a Secure and Resilient Organisation

Scaling Cybersecurity Practices

We have implemented several tools and controls and measures to effectively respond to the rising cyber threats, strengthen customer data protection and privacy, and enhance regulatory compliance. Key measures undertaken include:

We have initiated the gap assessment for ISO 27001 implementation and certification, targeting completion by September 2026. In parallel, we have also initiated evaluation and compliance actions to implement Digital Personal Data Protection Act 2025, strengthening our information security and data protection practices in line with globally recognised standards.

Customer Data Protection

Safeguarding customer data is fundamental to our commitment to responsible growth. We have policies and controls that ensure the privacy, security, and ethical use of customer information in alignment with applicable laws and global best practices.

What We Protect

• Data collected: Identification, contact, billing, and service usage information
• Purpose of use: Billing, customer services and support, enhancing operational efficiency and regulatory compliance

How We Protect

Cybersecurity Performance