Code of conduct We have established the code of conduct for Directors and senior management, which outlines the Company’s expectations. The code requires them to uphold personal and professional integrity, honesty, and ethical conduct. It requires Directors and senior management to act competently and diligently, ensuring that their independent judgement is not compromised. This Code promotes a culture of integrity and responsible leadership, fostering trust among stakeholders. Conflict of interest The code of conduct policy prohibits Board members and senior management from engaging in situations where there might be a conflict of interest with the Company, including avoiding personal gain or advantage. Breaches are thoroughly investigated and necessary actions are taken. Suspected violations can be reported and annual compliance affirmations are mandatory. A compliance report is reviewed and the Annual Report of each Company includes a declaration of adherence signed by its Managing Director or CEO. Accountability and transparency Our approach to corporate governance is centred around responsibly and transparently achieving our strategic goals, while remaining accountable to our stakeholders. We have implemented a robust corporate governance framework that considers the long- term interest of all stakeholders and upholds the principles of integrity, fairness, equity, transparency, accountability, and commitment to values. We have formulated an anti- corruption and anti-bribery policy comprising guidelines against unethical practices. This ensures compliance with prevailing laws. We have a zero-tolerance policy towards bribery, corruption and unethical practices and we uphold operational accountability and transparency. Awareness training is given to all the employees about this policy at the time of their joining and on a periodic basis thereafter. Board independence Independent Directors affirmed their adherence to independence criteria outlined in the Companies Act, 2013 and Listing Regulations. Adani Portfolio Boards typically include five Independent Directors, constituting at least one-third of the total Directors. Their profiles, showcasing their esteemed reputation, integrity, expertise, and experience are detailed in the Corporate Governance Report of each company, ensuring transparency and credibility. Board diversity The Adani Portfolio recognises the importance of Board diversity as a fundamental aspect of good corporate governance. It is committed to fostering a diverse and inclusive Board that reflects a range of perspectives, experiences and backgrounds. The Board Diversity Policy outlines and governs the nomination and selection process for the Board. Board experience The Adani Portfolio Board comprises members with diverse expertise crucial to the Company’s strategies. Their skills span strategic business leadership, profound financial acumen, holistic risk management, global market insight, mergers and acquisitions proficiency, and commitment to corporate governance and ESG principles. This multifaceted knowledge base enables each company to achieve exponential growth, navigate financial complexities, identify and mitigate risks, explore global opportunities and foster innovation for optimised business efficiency and continuous improvement. Board effectiveness The Adani Portfolio is dedicated to ensuring effective Board operations aligned with long-term goals and stakeholder interests. Prioritizing strategic direction, risk management, financial performance, shareholder engagement and sustainability, the Company creates enduring shareholder value. The quarterly engagement series with Directors, as mentioned above is also aimed to propel effectiveness of the Directors. Board remuneration The Adani Portfolio Board’s compensation is guided by a Remuneration Policy of Directors and is in accordance with the existing laws and regulations. The policy ensures the optimum level and composition of remuneration of the Directors. Whistle Blower Policy Through our whistle blower policy, we have established a vigil mechanism for our employees and Directors to report concerns regarding unethical and improper activities. Each business has designated a vigilance and ethics officer who is responsible for receiving protected disclosures from whistle-blowers. The whistle blower can also reach directly to Audit Committee Chairman of relevant business. Genuine whistle blower gets complete protection from any kind of retaliation. Grievance redressal To provide our employees with a platform to voice their concerns/ grievances, we have a confidential, transparent, quick and robust grievance management system called ‘Speak Up’. It is a completely confidential platform, allowing employees to raise concerns without fear of negative repercussions. Speak Up enables real-time reporting of grievances and employees can raise their concerns online. A Grievance Redressal Committee is responsible for resolving the grievances within a specified timeframe. Sustainability governance Sustainability governance plays a crucial role in ensuring long-term value creation and responsible business practices across our operations. We have established a robust structure consisting of policies across ‘E’, ‘S’ and ‘G’ dimension. The committees oversee the implementation of these policies. At the Adani Portfolio, the assurance framework is strong; everything that goes in the public domain undergoes assurance process, both at internal level and external level. Governance and ethics Zero: Conflicts of interest and complaints witnessed during FY 2022-23 Zero: Cases of corruption, bribery or anticompetitive behaviour witnessed in FY 2022-23 Zero: Complaints on sexual harassment, discrimination, child labour, forced labour, wages and human rights witnessed during FY 2022-23 ESG governance framework We have implemented a robust ESG governance framework to drive sustainability and maximise opportunities while managing risks. This framework adheres to national and international guiding principles and encompasses ESG policies, as well as standards for reporting and rating. It ensures transparency and accountability in our pursuit of sustainable practices. Our ESG governance philosophy is a three-tier process. We have framed and established several policies that articulate the Company’s intent regarding ESG principles. Committees, primarily consisting of independent Board members, support the Board in fulfilling its responsibilities to oversee the implementation of the policies, strategies and programmes. They guide our Company in defining an ESG roadmap and reviewing performance across the ESG matrix. Additionally, an internal and external assurance process is followed to ensure the accuracy and reliability of the data disclosed on ESG metrics. ESG Report 2022-23 181 180 Adani Group