Adani Energy Solutions Limited - Proxy Solicitation & Information Statement 2022

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8[th] April, 2022

BSE Limited P J Towers, Dalal Street, Mumbai – 400001

Scrip Code: 539254

National Stock Exchange of India Limited Exchange plaza, Bandra-Kurla Complex, Bandra (E), Mumbai – 400051. Scrip Code: ADANITRANS

Dear Sir,

Sub: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) - Notice of Extraordinary General Meeting of Members

This is in continuation to our letter dated 8[th] April, 2022 and pursuant to Regulation 30 of the SEBI Listing Regulations, we wish to inform you that the Extraordinary General Meeting ('EGM') of the Company will be held on Tuesday, 3[rd] May, 2022 at 12.00 noon through Video Conferencing / Other Audio-Visual Means. We are submitting herewith Notice of Extraordinary General Meeting of the Company along with explanatory statement, which is being sent through electronic mode to the Members.

The Company has provided the facility to vote by electronic means (remote e-voting as well as e-voting at the EGM) on the resolution as set out in the EGM Notice. The e-voting shall commence on Friday, 29[th] April, 2022 at 9:00 a.m. and will end on Monday, 2[nd] May, 2022 at 5.00 p.m.

The copy of the said EGM Notice is uploaded on the website of the Company i.e. www.adanitransmission.com.

You are requested to take the same on your records.

Thanking you,

Yours faithfully,

For Adani Transmission Limited

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Jaladhi Shukla Company Secretary

Encl – as above.

Adani Transmission Ltd Tel +91 79 2555 7555 Adani Corporate House Fax +91 79 2555 7177 Shantigram, Near Vaishno Devi Circle, [email protected] S. G. Highway, Khodiyar, www.adanitransmission.com Ahmedabad 382 421 Gujarat, India CIN: L40300GJ2013PLC077803

Registered Office: Adani Corporate House, Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad – 382 421

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Adani Transmission Limited Registered Office: “Adani Corporate House”, Shantigram, Near Vaishno Devi Circle, S G Highway, Khodiyar, Ahmedabad – 382 421. Gujarat, India. Phone No.: +91-79-25555555 Fax No.: +91-79-25555500 Website: www.adanitransmission.com Email Id: [email protected] CIN: L40300GJ2013PLC077803

NOTICE

NOTICE is hereby given to the Shareholders (the “Shareholders” or the “Members”) of Adani Transmission Limited (“Company”) that the ExtraOrdinary General Meeting of the Company will be held on Tuesday, May 03, 2022 at 12.00 noon through Video Conferencing/ Other Audio Visual Means to transact the following special business:

1. To Offer, Issue and Allot Equity Shares on Preferential Basis

To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution :

“RESOLVED THAT pursuant to the provisions of Sections 23(1)(b), 42, 62(1)(c) and other applicable provisions, if any, of the Companies Act, 2013, as amended (the “Act”), the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Companies (Share Capital and Debentures) Rules, 2014 and other applicable rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and in accordance with the Foreign Exchange Management Act, 1999, as amended or restated (“FEMA”), and rules, circulars, notifications, regulations and guidelines issued under FEMA, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the “SEBI ICDR Regulations”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI Listing Regulations”), each as amended from time to time, the listing agreements entered into by the Company with BSE Limited and National Stock Exchange of India Limited (together, the “Stock Exchanges”) on which the equity shares of the Company having face value of Rs. 10 each (“Equity Shares”) are listed, and subject to any other rules, regulations, guidelines, notifications, circulars and clarifications issued thereunder from time to time by the Ministry of Corporate Affairs, the Reserve Bank of India, the Securities and Exchange Board of India (“SEBI”) and/or any other statutory / regulatory authorities

(hereinafter referred to as “Applicable Regulatory Authorities”) from time to time to the extent applicable and the enabling provisions of the Memorandum of Association and Articles of Association of the Company, and subject to such approvals, consents and permissions as may be necessary or required from applicable Regulatory Authorities (including the Stock Exchanges) and subject to such conditions and modifications as may be imposed or prescribed while granting such approvals, consents and permissions, which the Board of Directors of the Company (hereinafter referred to as the “Board”, which term shall be deemed to mean and include one or more committee(s) constituted by the Board to exercise its powers including the powers conferred by this Resolution), is hereby authorised to accept, the consent and approval of the Members be and is hereby accorded to create, issue, offer and allot upto 15,682,600 Equity Shares at a price of Rs. 2,454.95 per Equity Share (at a premium of Rs. 2,444.95 per Equity Share), aggregating up Rs. 38,500,000,000 (INR 3,850 Crores) to IHC Capital Holding LLC incorporated under the laws of Abu Dhabi, UAE or a subsidiary or an affiliated special purpose vehicle of IHC Capital Holding LLC (“Investor”) for cash consideration by way of a preferential issue on a private placement basis (“Preferential Issue”), and on such terms and conditions as may be determined by the Board in accordance with the Act, SEBI ICDR Regulations and other applicable laws.

RESOLVED FURTHER THAT in terms of the provisions of Chapter V of the SEBI ICDR Regulations, the relevant date for determining the floor price for the Preferential Issue of the Equity Shares is April 01, 2022, being the date 30 days prior to the date of this Extra-Ordinary General Meeting (“Relevant Date”) on which this special resolution is proposed to be passed.

RESOLVED FURTHER THAT without prejudice to the generality of the above Resolution, the issue of the Equity Shares to the Investor under the Preferential Issue shall be subject to the following terms and conditions apart from others as prescribed under applicable laws:

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a) The Equity Shares to be issued and allotted pursuant to the Preferential Issue shall be listed and traded on the Stock Exchanges subject to receipt of necessary regulatory permissions and approvals.
b) The Equity Shares to be issued and allotted shall be fully paid up and rank pari-passu with the existing Equity Shares of the Company in all respects (including with respect to dividend and voting powers) from the date of allotment thereof, be subject to the requirements of all applicable laws and shall be subject to the provisions of the Memorandum of Association and Articles of Association of the Company.
c) The Equity Shares to be allotted shall be locked in for such period as specified in the provisions of Chapter V of the SEBI ICDR Regulations.
d) The Investor shall be required to bring in the entire consideration for the Equity Shares to be allotted to such Investor, on or before the date of allotment thereof.
e) The consideration for allotment of Equity Shares shall be paid to the Company from the bank accounts of the Investor.
f) The Equity Shares shall be allotted in dematerialised form only within a maximum period of fifteen (15) days from the date of passing of the special resolution by the Members, provided that where the allotment of Equity Shares is subject to receipt of any approval or permission from Applicable Regulatory Authorities, the allotment shall be completed within a period of fifteen (15) days from the date of receipt of last of such approvals or permissions.

RESOLVED FURTHER THAT the Board be and is hereby authorized to accept any modification(s) in the terms of issue of Equity Shares, subject to the provisions of the Act and the SEBI ICDR Regulations, without being required to seek any further consent or approval of the Members.

RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board be and is hereby authorised to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, desirable or expedient, including without limitation, issuing clarifications, resolving all questions of doubt, effecting any modifications or changes to the foregoing (including modification to the terms of the issue), entering into contracts, arrangements, agreements, documents (including for appointment of agencies, intermediaries and advisors for the Preferential Issue) and to authorize all such persons as may be necessary, in connection therewith and incidental thereto as the Board in its absolute discretion shall deem fit without being required to seek any fresh approval of the Members and to settle all questions, difficulties or doubts that may arise in regard to the offer, issue and allotment of the Equity Shares and listing thereof with the Stock Exchanges as appropriate and utilisation of proceeds of the Preferential Issue, open one or more bank accounts in the name of the Company or otherwise, as may be necessary or expedient in connection with the Preferential Issue, apply to Stock Exchanges for obtaining of in-principle and listing approval of the Equity Shares and other activities as may be necessary for obtaining listing and trading approvals, file necessary forms with the appropriate authority or expedient in this regard and undertake all such actions and compliances as may be necessary, desirable or expedient for the purpose of giving effect to this resolution in accordance with applicable law including the SEBI ICDR Regulations and the SEBI Listing Regulations take all other steps which may be incidental, consequential, relevant or ancillary in this connection and to effect any modification to the foregoing and the decision of the Board shall be final and conclusive.

RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers herein conferred, as it may deem fit in its absolute direction, to any committee of the Board or any one or more Director(s)/ Company

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Secretary/any Officer(s) of the Company to give effect to the aforesaid resolution.

RESOLVED FURTHER THAT all actions taken by the Board or committee(s) duly constituted for this purpose in connection with any matter(s) referred to or contemplated in the foregoing resolution be and are hereby approved, ratified and confirmed in all respects.”

By order of the Board For Adani Transmission Limited

Circulars”) and Circular No. SEBI/HO/CFD/CMD1/CIRP/ 2020/79 dated May 12, 2020 and Circular No. SEBI/HO/CFD/ CMD2/CIR/P/2021/11 dated January 15, 2021 issued by the Securities Exchange Board of India (“SEBI Circular”) prescribing the procedures and manner of conducting the EGMs through VC/ OAVM. In terms of the said circulars, the EGM of the members be held through VC/OAVM. Hence, members can attend and participate in the EGM through VC/OAVM only.

Jaladhi Shukla Company Secretary Membership No. FCS 5606

Ahmedabad, April 08, 2022

Regd. Office:

“Adani Corporate House”, Shantigram, Near Vaishno Devi Circle, S G Highway, Khodiyar, Ahmedabad – 382 421. Gujarat, India. CIN: L40300GJ2013PLC077803

NOTES:

In view of the massive outbreak of the COVID-19 pandemic, social distancing is a norm to be followed, the Government of India, Ministry of Corporate Affairs (“MCA”) allowed conducting Extra-Ordinary General Meeting (“EGM”) through Video Conferencing (“VC”) or Other Audio Visual Means (“OAVM”) and dispended the personal presence of the members at the meeting. Accordingly, the MCA issued General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No. 20/2020 dated May 5, 2020, General Circular No. 22/2020 dated June 15, 2020, General Circular No. 33/2020 dated September 28, 2020, General Circular No. 39/2020 dated December 31, 2020 and General Circular no. 21/2021 dated December 14, 2021 (“MCA
Pursuant to the Circular No. 14/2020 dated April 8, 2020, issued by the Ministry of Corporate Affairs, the facility to appoint proxy to attend and cast vote for the members is not available for this EGM. However, the Body Corporates/ Institutional / Corporate members are entitled to appoint authorised representatives to attend the EGM through VC/OAVM and participate thereat and cast their votes through e- voting.
Pursuant to the provisions of Section 113 of the Companies Act, 2013, Body Corporates/ Institutional / Corporate members intending for their authorized representatives to attend the meeting are requested to send to the Company, on [email protected] with a copy marked to [email protected] and [email protected] from their registered Email ID a scanned copy (PDF / JPG format) of certified copy of the Board Resolution / Authority Letter authorizing their representative to attend and vote on their behalf at the meeting.
Members can join the EGM through the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the EGM through VC/OAVM will be made available for 1,000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding),

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Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the EGM without restriction on account of first come first served basis.
The attendance of the Members attending the EGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Act.
In accordance with the Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India (“ICSI”) read with Clarification / Guidance on applicability of Secretarial Standards - 1 and 2 dated April 15, 2020 issued by the ICSI, the proceedings of the EGM shall be deemed to be conducted at the Registered Office of the Company which shall be the deemed venue of the EGM.
In line with the aforesaid MCA Circulars, the Notice of EGM is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories as on 1[st] April, 2022. Members may note that Notice has been uploaded on the website of the Company at www.adanitransmission.com. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and the EGM Notice is also available on the website of CDSL (agency for providing the Remote e-Voting facility) i.e. www.evotingindia.com.
In view of the ‘Green Initiatives in Corporate Governance’ introduced by MCA and in terms of the provisions of the Companies Act, 2013, members who are holding shares of the Company in physical mode, are required to register their email addresses, so as to enable the Company to send all notices/ reports/ documents/ intimations

and other correspondences, etc., through emails in the electronic mode instead of receiving physical copies of the same. Members holding shares in dematerialized form, who have not registered their email addresses with Depository Participant(s), are requested to register/update their email addresses with their Depository Participant(s).

A statement setting out the material facts as required under Section 102 of the Companies Act, 2013 (“Act”) is annexed hereto.
Since the EGM is being held electronically, physical attendance of the Members has been dispensed with and accordingly the facility for appointment of proxies by the members will not be available for the EGM. Therefore, the proxy form, attendance slip and route map have not been annexed with this notice.
Process and manner for members opting for voting through Electronic means:
a) Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI Listing Regulations (as amended), and the MCA Circulars, the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the EGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (“CDSL”), as the Authorised e-Voting agency for facilitating voting through electronic means, as the authorized e-Voting agency. The facility of casting votes by members using remote e-voting as well as e-voting system on the date of the EGM will be provided by CDSL.

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Adani Transmission Limited

Registered Office: “Adani Corporate House”, Shantigram, Near Vaishno Devi Circle, S G Highway, Khodiyar, Ahmedabad – 382 421. Gujarat, India. Phone No.: +91-79-25555555 Fax No.: +91-79-25555500

Website: www.adanitransmission.com Email Id: [email protected] CIN: L40300GJ2013PLC077803

b) Members whose names are recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-off date i.e. Tuesday, April 26, 2022, shall be entitled to avail the facility of remote e-voting as well as e- voting system on the date of the EGM. Any recipient of the Notice, who has no voting rights as on the Cut-off date, shall treat this Notice as intimation only.
- g) The Company has appointed CS Chirag Shah, Chirag Shah & Associates, Practising Company Secretary (Membership No. FCS: 5545; CP No: 3498), to act as the Scrutinizer for remote e-voting as well as the e-voting on the date of the EGM, in a fair and transparent manner.
The procedure and instructions for remote e-voting are, as follows:
c) A person who has acquired the shares and has become a member of the Company after the dispatch of the Notice of the EGM and prior to the Cutoff date i.e. Tuesday, April 26, 2022, shall be entitled to exercise his/her vote either electronically i.e. remote e-voting or e-voting system on the date of the EGM by following the procedure mentioned in this part.
d) The remote e-voting will commence on Friday, April 29, 2022 at 9.00 a.m. and will end on Monday, May 02, 2022 at 5.00 p.m. During this period, the members of the Company holding shares either in physical mode or in demat mode as on the Cut-off date i.e. Tuesday, April 26, 2022 may cast their vote electronically. The members will not be able to cast their vote electronically beyond the date and time mentioned above and the remote e-voting module shall be disabled for voting by CDSL thereafter.
e) Once the vote on a resolution is casted by the member, he/she shall not be allowed to change it subsequently or cast the vote again.
f) The voting rights of the members shall be in proportion to their share in the paid-up equity share capital of the Company as on the Cut-off date i.e. Tuesday, April 26, 2022.

Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 9th December, 2020 and under Regulation 44 of the SEBI Listing Regulations, listed entities are required to provide remote e- voting facility to its shareholders, in respect of all shareholders’ resolutions. Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and E-mail ID in their demat accounts in order to access e-voting facility.

Pursuant to abovesaid SEBI Circular, Login method for e-voting for Individual shareholders holding securities in Demat mode is given below:

1. Individual shareholders holding securities in Demat mode with CDSL –

i. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeas i/home/login or visit www.cdslindia.com and click on Login icon and select New System Myeasi.

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ii. After successful login the Easi / Easiest user will be able to see the e-voting option for eligible companies where the e-voting is in progress as per the information provided by Company. On clicking the e- voting option, the user will be able to see e-voting page of the e-voting service provider for casting his/her vote during the remote e-voting period. Additionally, there are also links provided to access the system of all e-Voting Service Providers i.e. CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit the e- Voting service providers’ website directly.
iii. If the user is not registered for Easi/Easiest, option to register is available at
https://web.cdslindia.com/myeas i/Registration/EasiRegistration.
iv. Alternatively, the user can directly access e-voting page by providing Demat Account Number and PAN No. from e- voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on the registered Mobile & E-mail ID as recorded in the Demat Account. After successful authentication, user will be able to see the e- voting option where the e-voting is in progress and will also able to directly access the system of all e-Voting Service Providers

2. Individual shareholders holding securities in demat mode with NSDL

i. If you are already registered for NSDL IDeAS facility, please visit the e-services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of E-services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-voting services. Click on “Access to E- voting” under e-voting services and you will be able to see e- voting page. Click on the company name or e-voting service provider name and you will be re-directed to e-voting service provider website for casting your vote during the remote e-voting period.

ii. If the user is not registered for IDeAS E-services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureW eb/IdeasDirectReg.jsp

iii.Visit the e-voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e- voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’

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section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password/OTP and a verification code as shown on the screen. After successful authentication, you will be redirected to NSDL website wherein you can see e-voting page. Click on the company name or e- voting service provider name and you will be redirected to e-voting service provider website for casting your vote during the remote e- voting period.

3. Individual shareholders (holding securities in demat mode) who wish to login through their Depository Participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-voting facility. After successful login, you will be able to see e- voting option. Once you click on e-voting option, you will be redirected to NSDL/CDSL website after successful authentication, wherein you can see e-voting feature. Click on the company name or e-voting service provider name and you will be redirected to e-voting service provider website for casting your vote during the remote e-voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at the abovementioned website(s).

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL:-

Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at toll free no.: 1800 1020 990 and 1800 22 44 30

Individual Shareholders holding securities in Demat mode with CDSL

Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at 022- 23058738 and 2223058542-43.

Login method for e-voting for shareholders other than individual shareholders holding shares in Demat form and physical shareholders.

1) The shareholders should log on to the e-voting website www.evotingindia.com.
2) Click on “Shareholders” module.
3) Now enter your User ID –
a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Shareholders holding shares in physical form should enter folio number registered with the Company.
4) Next enter the image verification as displayed and click on Login.
5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

Individual Shareholders holding securities in Demat mode with NSDL –

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6) If you are a first-time user, follow the steps given below:

For Physical shareholders and other than individual shareholders holding shares in Demat Mode

  - PAN Enter your 10 digit alphanumeric PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)

Shareholders who have not updated their PAN with the Company/RTA/ Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/ RTA.
Dividend Enter the Dividend Bank Bank Details or Date of Birth (in Details dd/mm/yyyy format) as OR Date recorded in your demat of Birth account or in the Company (DOB) records in order to login. • If both the details are not recorded with the Depository or Company, please enter the member id / folio number in the Dividend Bank details field.
7) After entering these details appropriately, click on “SUBMIT” tab.
8) Shareholders holding shares in physical form will then directly reach the company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for

voting for resolutions of any other company on which they are eligible to vote, provided that company opts for remote e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

9) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
10) Click on the EVSN for the Company which is 220407004.
11) On the voting page, you will see “ RESOLUTION DESCRIPTION ” and against the same the option “ YES/NO ” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
12) Click on the “ RESOLUTIONS FILE LINK ” if you wish to view the entire resolution details.
13) After selecting the resolution, you have decided to vote on, click on “ SUBMIT ”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “ CANCE L” and accordingly modify your vote.
14) Once you “ CONFIRM ” your vote on the resolution, you will not be allowed to modify your vote.
15) You can also take a print of the votes cast by clicking on “ Click here to print ” option on the voting page.
16) If a demat account holder has forgotten the login password then enter the User ID and the image verification code and click on Forgot Password and enter the details as prompted by the system.

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Website: www.adanitransmission.com Email Id: [email protected] CIN: L40300GJ2013PLC077803

17) Facility for Non – Individual Shareholders and Custodians, Remote e – voting
18) Process for those shareholders whose email ids are not registered with the depositories.
Non-Individual shareholders (i.e. other than individuals, HUF, NRI etc.) and custodians are required to log on to www.evotingindia.com and register themselves in the “ Corporates ” module.
A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].
• After receiving the login details, a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote(s).
A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer at [email protected] and to the Company at the e-mail address viz; [email protected], if they have voted from individual tab & not uploaded same in the CDSL e- voting system for the scrutinizer to verify the same.
1. For Physical shareholdersPlease provide necessary details like folio no., name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to RTA email id [email protected].
2. For Demat shareholders - Please update your e-mail id and mobile no. with your respective Depository Participant (DP).
3. For Individual Demat shareholders – Please update your e-mail id and mobile no. with your respective DP which is mandatory while e-voting & joining virtual meetings through Depository.
19) The instructions for members for e-Voting on the day of the EGM are as under:
a) The procedure for e-Voting on the day of the EGM is same as the instructions mentioned above for remote e-voting.
b) Only those Members/ Shareholders, who will be present in the EGM through VC/OAVM facility and have not cast their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the EGM.
c) Members who have voted through remote e-Voting will be eligible to attend the EGM. However, they will not be eligible to vote at the EGM.
d) The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the EGM shall be the same person mentioned for remote e-voting.

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Adani Transmission Limited

Registered Office: “Adani Corporate House”, Shantigram, Near Vaishno Devi Circle, S G Highway, Khodiyar, Ahmedabad – 382 421. Gujarat, India. Phone No.: +91-79-25555555 Fax No.: +91-79-25555500

Website: www.adanitransmission.com Email Id: [email protected] CIN: L40300GJ2013PLC077803

20) Instructions for members for attending the EGM through VC/OAVM are as under:

a) Member will be provided with a facility to attend the EGM through VC/OAVM or view the live webcast of EGM through the CDSL e-Voting system. Members may access the same at www.evotingindia.com under shareholders/members login by using the remote e-voting credentials. The link for VC/OAVM will be available in shareholder/members login where the EVSN of Company will be displayed. Please note that the members who do not have the User ID and Password for e- Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush. Further members can also use the OTP based login for logging into the e-Voting system of CDSL.
b) Members are encouraged to join the Meeting through Laptops for better experience.
c) Further, Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
d) Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
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 - their questions in advance at least (7) days before EGM mentioning their name, demat account number / folio number, email id, mobile number at [email protected] and register themselves as a speaker. Those Members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the EGM.
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- f) Since the EGM will be held through VC/OAVM, the Route Map is not annexed in this Notice.
21) The Scrutinizer shall, after the conclusion of voting at the EGM, unblock the votes cast through remote e-Voting and count the same, and count the votes cast during the EGM, and shall make, not later than 48 hours from the conclusion of the EGM, a consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing, who shall countersign the same and declare the result of the voting forthwith. The Scrutinizer’s decision on the validity of the votes shall be final.
22) The results declared along with the Scrutinizer’s Report shall be placed on the Company’s website www.adanitransmission.com and on the website of CDSL www.evotingindia.com, immediately after declaration of the result and shall also be communicated to the Stock Exchanges where the shares of the Company are listed i.e. BSE and NSE and be made available on their respective websites viz. www.bseindia.com and www.nseindia.com.
e) For ease of conduct, members who would like to ask questions may send

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Contact Details:
Company	:	Adani Transmission Limited
		Registered Office: "Adani Corporate House ",
		Shantigram, Near Vaishno Devi Circle,
		S.G. Highway, Khodiyar,
		Ahmedabad-382421, Gujarat, India
		CIN: L40300GJ2013PLC077803
		E-mail ID:[email protected]
Registrar and	:	Link Intime India Private Limited
Transfer		C-101, 247 Park, L B S Marg, Vikhroli (West),
Agent		Mumbai-400083, Maharashtra, India
		Phone: +91-22-49186270
e-Voting	:	Central Depository Services (India) Limited
Agency		Email: [email protected]
		Phone: +91-22-22723333/8588
Scrutinizer	:	CS Chirag Shah, Chirag Shah & Associates
		Practising Company Secretary
		E-mail ID:[email protected]

By order of the Board Regd. Office: For Adani Transmission Limited “Adani Corporate House”, Shantigram, Near Vaishno Devi Circle, S G Highway, Khodiyar, Jaladhi Shukla Ahmedabad – 382 421. Company Secretary Gujarat, India. Membership No. FCS 5606 CIN: L40300GJ2013PLC077803

Ahmedabad, April 08, 2022

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

As required by Section 102 of the Companies Act, 2013 (the “Act”), and the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the “SEBI ICDR Regulations”) the following Explanatory Statement sets out all material facts relating to the business mentioned under Item No. 1 of the accompanying Notice dated April 08, 2022:

Rs. 38,500,000,000 in the Company, subject to customary closing conditions, and consequently the Board has approved the proposed Preferential Issue of 15,682,600 equity shares at a price of Rs. 2,454.95 per Equity Share (at a premium of Rs. 2,444.95 per Equity Share) (“Issue Price”), and consequently, recommends the resolution as set out above to be passed by the Members through a special resolution. The floor price for the issue of the shares on a preferential basis under the applicable provisions of the SEBI ICDR Regulations is Rs. 2,387.87 per Equity Share.

Item No. 1:

The relevant disclosures in relation to the Preferential Issue as required under the SEBI ICDR Regulations and the Act read with the rules issued thereunder, are set forth below:

In accordance with Sections 23(1)(b), 42 and 62(1)(c) and other applicable provisions of the Companies Act, 2013 (the “Act”) and the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Companies (Share Capital and Debentures) Rules, 2014 and other applicable rules made thereunder (including any statutory modification(s) or reenactment(s) thereof for the time being in force) and in accordance with the SEBI ICDR Regulations and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”), as amended from time to time, approval of shareholders of the Company by way of special resolution is required to issue securities by way of private placement on a preferential basis IHC Capital Holding LLC or a subsidiary or an affiliated special purpose vehicle of IHC Capital Holding LLC (“Investor”). IHC Capital Holding LLC is incorporated under the laws of Abu Dhabi, UAE and is a subsidiary of International Holding Company, a company incorporated under the laws of Abu Dhabi, UAE and listed on the Abu Dhabi stock exchange. The investor will be indirectly owned and controlled by International Holding Company.

i) Particulars of the Preferential Issue including date of passing of Board resolution

The Board of Directors at its meeting held on April 08, 2022 has, subject to the approval of the Members and such other approvals as may be required, approved the issuance of up to 15,682,600 Equity Shares of the face value of Rs. 10 only per Equity Share, at a price of Rs. 2,454.95 per Equity Share (at a premium of Rs. 2,444.95 per Equity Share), to aggregating up to Rs. 38,500,000,000 to the Investor, for cash consideration, by way of a preferential issue on a private placement basis.

ii) Kinds of securities offered and the price at which security is being offered, and the total/ maximum number of securities to be issued

Up to 15,682,600 Equity Shares of the face value of Rs. 10 only per Equity Share of the Company, at a price Rs. 2,454.95 (including a premium of Rs. 2,444.95) per Equity Share aggregating up of Rs. 38,500,000,000 such price being not

The Board, pursuant to its resolution dated April 08, 2022, has noted and accepted an investment commitment letter dated April 07, 2022 issued by IHC Capital Holding LLC to the Company for investment

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less than the minimum price as on the Relevant Date (as set out below) determined in accordance with the provisions of Chapter V of the SEBI ICDR Regulations.

capital requirement, meeting future funding requirements and other general corporate purposes of the Company and its subsidiaries. Relevant Date In terms of the provisions of Chapter V of the SEBI ICDR Regulations and in accordance with the explanation to Regulation 161 of the SEBI ICDR Regulations, the relevant date for determining the floor price for the Preferential Issue is April 01, 2022, being the working day preceding 30 days prior to the date of this Extra-Ordinary General Meeting (EGM), which happens to be April 03, 2022 (a weekend)..

vi) Relevant Date

iii) Basis on which the price has been arrived at and justification for the price (including premium, if any)

The Equity Shares of the Company are listed on BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”) (together referred to as the “Stock Exchanges”). The Equity Shares are frequently traded in terms of the SEBI ICDR Regulations and NSE, being the Stock Exchange with higher trading volumes for the preceding ninety trading days prior to the Relevant Date, has been considered for determining the floor price in accordance with the SEBI ICDR Regulations.

vii) The class or classes of persons to whom the allotment is proposed to be made

The Preferential Issue of Equity Shares is proposed to be made to one investor, being IHC Capital Holding LLC or a subsidiary or an affiliated special purpose vehicle of IHC Capital Holding LLC.

In terms of the applicable provisions of the SEBI ICDR Regulations, the floor price for the Preferential Issue is 2,387.87 per Equity Share. The price per Equity Share to be issued pursuant to the Preferential Issue is fixed at Rs. 2,454.95 being not less than the floor price computed in accordance with Chapter V of the SEBI ICDR Regulations.

viii) Intent of the Promoters, directors or key managerial personnel of the Company to subscribe to the Preferential Issue

None of the Promoters, Directors or Key Managerial Personnel or their relatives intend to subscribe to any Equity Shares pursuant to the Preferential Issue

iv) Amount which the company intends to raise by way of such securities; Aggregating upto Rs. 38,500,000,000

ix) Proposed time frame within which the Preferential Issue shall be completed

v) Purpose/Objects of the Preferential Issue and aggregate amount proposed to be raised

As required under the SEBI ICDR Regulations, the Equity Shares shall be allotted by the Company within a maximum period of 15 days from the date of passing of this Resolution, provided that where the allotment of the proposed Equity Shares is pending on account of receipt of any approval or permission from any regulatory or statutory

The Company proposes to raise an amount aggregating up to Rs. 38,500,000,000 through the Preferential Issue. The proceeds of the Preferential Issue shall be utilized for prepayment of borrowings of the Company and/or its subsidiaries, working from

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Website: www.adanitransmission.com Email Id: [email protected] CIN: L40300GJ2013PLC077803

authority, the allotment shall be completed within a period of 15 days from the date of receipt of last of such approvals or permissions.

x) Principal terms of assets charged as securities

Not applicable.

xi) Shareholding pattern of the Company before and after the Preferential Issue

Please refer Annexure - A to this Notice for details.

The Equity Shares being issued shall be pari-passu with the existing Equity Shares of the Company in all respects, including dividend and voting rights.

xiii) Number of persons to whom allotment on preferential basis have already been made during the year, in terms of number of securities as well as price

During the year, no preferential allotment has been made to any person as of the date of this Notice.

xii) Material terms of raising such securities
xiv) Identity of the natural persons who are the ultimate beneficial owners of the Equity Shares proposed to be allotted and/or who ultimately control the proposed allottees, the percentage of post Preferential Issue capital that may be held by them and change in control, if any, in the Company consequent to the Preferential Issue

Identity of the allottee and the percentage of post preferential issue capital that may be held by them:

Name of the proposed allottee	Category	Present pre-issue shareholding	Present pre-issue shareholding	Post issue shareholding	Post issue shareholding	Ultimate beneficial owners
		Pre- issue holding	% of total equity capital	Post issue holding	% of total equity capital
IHC Capital Holding LLC or a Subsidiary or an affiliated special purpose vehicle of IHC Capital Holding LLC	Public	NIL	NIL	15,682,600	1.41%	Indirectly owned and controlled by International Holding Company, a company incorporated under the laws of Abu Dhabi, UAE and listed on the Abu Dhabi stock exchange*

Accordingly, in terms of proviso to Regulation 163(1)(f) of SEBI ICDR Regulations, no further disclosure of ultimate beneficial owners is required.

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xv) The change in control, if any, in the Company that would occur consequent to the Preferential Issue, and the percentage of post preferential issue capital that may be held by the allottee

There will be no change in control in the Company consequent to the completion of the Preferential Issue to the Investor. The percentage of post Preferential Issue capital that will be held by the Investor shall be 1.41%.

xvi) Contribution being made by the promoters or directors either as part of the Preferential Issue or separately in furtherance of objects

No contribution is being made by Promoter or Directors of the Company, as part of the Preferential Issue.

xvii) Valuation and Justification for the allotment proposed to be made for consideration other than cash

Not applicable

xviii) Lock-in Period

The Equity Shares to be allotted on a preferential basis shall be locked-in for such period as specified under Regulations 167 of the SEBI ICDR Regulations.

xix) The current and proposed status of the allottee(s) post the Preferential Issue namely, promoter or non-promoter

economic offender as defined under the SEBI ICDR Regulations.

b) The Company is eligible to make the Preferential Issue to its Investor under Chapter V of the SEBI ICDR Regulations.
c) As the Equity Shares have been listed for a period of more than ninety days as on the Relevant Date, the provisions of Regulation 164(3) of SEBI ICDR Regulations governing re-computation of the price of shares shall not be applicable.
d) The Company shall re-compute the price of the Equity Shares to be allotted under the Preferential Allotment in terms of the provisions of SEBI ICDR Regulations where it is required to do so.
e) If the amount payable on account of the re-computation of price is not paid within the time stipulated in the SEBI ICDR Regulations, the Equity Shares to be allotted under the Preferential Allotment shall continue to be locked-in till the time such amount is paid by the allottees.
f) The Company is in compliance with the conditions for continuous listing of Equity Shares as specified in the listing agreement with the Stock Exchanges and the Listing Regulations, as amended and circulars and notifications issued by the SEBI thereunder.

Non-promoter

xx) Undertakings

a) None of the Company, its Directors or Promoters have been declared as wilful defaulter or fraudulent borrower as defined under the SEBI ICDR Regulations. None of its Directors or Promoter is a fugitive

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Adani Transmission Limited

Registered Office: “Adani Corporate House”, Shantigram, Near Vaishno Devi Circle, S G Highway, Khodiyar, Ahmedabad – 382 421. Gujarat, India. Phone No.: +91-79-25555555 Fax No.: +91-79-25555500 Website: www.adanitransmission.com Email Id: [email protected] CIN: L40300GJ2013PLC077803

xxi) Practising Company Secretary’s Certificate

The certificate from M/s. Chirag Shah & Associates, Practising Company Secretaries certifying that the Preferential Issue is being made in accordance with the requirements contained in the SEBI ICDR Regulations shall be made available for inspection by the Members during the meeting and will also be made available on the Company’s website and will be accessible at link: www.adanitransmission.com.

xxii) Other disclosures

a) During the period from 1[st] April 2022 until the date of Notice of this EGM, the Company has not made any preferential issue of Equity Shares.
b) Since the Equity Shares of the Company are listed on the stock exchanges and the Preferential Issue is not more than 5%, report of the registered valuer is not required under the provisions of second proviso to Rule 13(1) of the Companies (Share Capital and Debentures) Rules, 2014 for the proposed Preferential Issue and under applicable provisions of SEBI ICDR Regulations.
c) The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer is not applicable as the allotment of Equity Shares under the Preferential Issue is for a cash consideration.
d) IHC Capital Holding LLC has confirmed that it has not sold any Equity Shares of the Company during the 90 trading days preceding the Relevant Date. IHC Capital Holding LLC has further confirmed that the Investor shall be and entity eligible under SEBI ICDR Regulations to undertake the preferential issue.

In accordance with the provisions of Sections 23, 42 and 62 of the Act read with applicable rules thereto and relevant provisions of the SEBI ICDR Regulations, approval of the Members for issue and allotment of the said Equity Shares to Investor is being sought by way of a special resolution as set out in the said item no. 1 of the Notice. Issue of the Equity Shares pursuant to the Preferential Issue would be within the Authorised Share Capital of the Company.

The Board of Directors believes that the proposed Preferential Issue is in the best interest of the Company and its Members and, therefore, recommends the resolution at Item No.1 of the accompanying Notice for approval by the Members of the Company as a Special Resolution.

None of the Directors, Key Managerial Personnel or their relatives thereof are in any way financially or otherwise concerned or interested in the passing of this Special Resolution as set out at Item No.1 of this notice except and to the extent of their shareholding in the Company.

Documents referred to in the notice/ explanatory statement will be available for inspection by the Members of the Company as per applicable law.

By order of the Board For Adani Transmission Limited

Jaladhi Shukla Company Secretary Membership No. FCS 5606

Ahmedabad, April 08, 2022

Regd. Office:

“Adani Corporate House”, Shantigram, Near Vaishno Devi Circle, S G Highway, Khodiyar, Ahmedabad – 382 421. Gujarat, India. CIN: L40300GJ2013PLC077803

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Adani Transmission Limited

Annexure – A - Pre and Post Preferential Issue Shareholding Pattern of the Company

Sl No	Category of Shareholder(s)	Pre –Issue (as on 31.12.2021)	Pre –Issue (as on 31.12.2021)	Post – Issue	Post – Issue
		No. of shares held	% of share holding	No. of shares held	% of share holding
A	Promoters & Promoter Group Holding
1	Indian
a)	Individual	2	0.00%	2	0.00%
b)	FamilyTrust	630034660	57.29%	630034660	56.48%
c)	Bodies Corporate	99491719	9.05%	99491719	8.92%
	Sub-Total(A)(1)	729526381	66.33%	729526381	65.40%
2	Foreign
a)	Individual
b)	Bodies Corporate	94437100	8.59%	94437100	8.47%
	Sub- Total(A) (2)	94437100	8.59%	94437100	8.47%
	Total Promoters & Promoter Group Holding (A)	823963481	74.92%	823963481	73.87%
B	Non-Promoters Holding
1	Institutional Investors
a)	Mutual Funds	1536061	0.14%	1536061	0.14%
b)	Alternate Investment Funds	--	--	--	--
c)	Foreign Portfolio Investors / foreign body corporate*	228764443	20.80%	244447043*	21.91%
d)	Financial Institutions/ Banks	387	0.00%	387	0.00%
e)	Insurance Companies	30567140	2.78%	30567140	2.74%
	Foreign Institutional Investor	--	--	--	--
	Sub-Total(B) (1)	260868031	23.72%	276550631	24.79%
2	Central Government/ State Government	--	--	--	--
	Sub-Total(B) (2)	--	--	--	--
3	Non-Institutions
a)	Individuals
i)	Individual shareholders holding nominal share capital upto Rs. 2 lakhs	7964576	0.72%	7964576	0.71%
ii)	Individual shareholders holding nominal share capital in excess of Rs. 2 lakhs	4060247	0.37%	4060247	0.36%
b)	NBFCs registered with RBI	3034	0.00%	3034	0.00%
c)	Anyother specify
	IEPF	--	--	--	--
	Trusts	4686	0.00%	4686	0.00%
	Foreign National	10000	0.00%	10000	0.00%
	Hindu Undivided Family	948419	0.09%	948419	0.09%
	Non-Resident Indians	510784	0.05%	510784	0.05%
	Foreign Portfolio Investor(Individual)	--	--	--	--
	ClearingMember	54398	0.00%	54398	0.00%
	Bodycorporate	1422427	0.13%	1422427	0.13%
	Sub-Total(B) (3)	14978571	1.36%	14978571	1.34%
	Total Public Shareholding (B)	275846602	25.08%	291529202	26.13%
	Total(A)+(B)	1099810083	100.00%	1115492683	100.00%
C	Shares held bycustodians for ADR and GDR	--	--	--	--
	Total(A)+(B)+(C)	1099810083	100.00%	1115492683	100.00%

Includes 15,682,600 Equity Shares proposed to be allotted pursuant to Preferential Issue.

AI assistant

Adani Energy Solutions Limited Proxy Solicitation & Information Statement 2022

62594_rns_2022-04-08_805ca3e0-3244-4b86-a4e7-b26623b7b463.pdf

Sub: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) - Notice of Extraordinary General Meeting of Members

NOTICE

1. To Offer, Issue and Allot Equity Shares on Preferential Basis

Jaladhi Shukla Company Secretary Membership No. FCS 5606

Regd. Office:

NOTES:

Adani Transmission Limited

2. Individual shareholders holding securities in demat mode with NSDL

Login method for e-voting for shareholders other than individual shareholders holding shares in Demat form and physical shareholders.

For Physical shareholders and other than individual shareholders holding shares in Demat Mode

Adani Transmission Limited

20) Instructions for members for attending the EGM through VC/OAVM are as under:

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 1:

i) Particulars of the Preferential Issue including date of passing of Board resolution

vi) Relevant Date

iii) Basis on which the price has been arrived at and justification for the price (including premium, if any)

vii) The class or classes of persons to whom the allotment is proposed to be made

viii) Intent of the Promoters, directors or key managerial personnel of the Company to subscribe to the Preferential Issue

ix) Proposed time frame within which the Preferential Issue shall be completed

xviii) Lock-in Period

xx) Undertakings

Adani Transmission Limited

xxi) Practising Company Secretary’s Certificate

xxii) Other disclosures

By order of the Board For Adani Transmission Limited

Jaladhi Shukla Company Secretary Membership No. FCS 5606

Regd. Office:

Adani Transmission Limited

Annexure – A - Pre and Post Preferential Issue Shareholding Pattern of the Company

AI assistant

Adani Energy Solutions Limited — Proxy Solicitation & Information Statement 2022

62594_rns_2022-04-08_805ca3e0-3244-4b86-a4e7-b26623b7b463.pdf

Sub: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) - Notice of Extraordinary General Meeting of Members

NOTICE

1. To Offer, Issue and Allot Equity Shares on Preferential Basis

Jaladhi Shukla Company Secretary Membership No. FCS 5606

Regd. Office:

NOTES:

Adani Transmission Limited

2. Individual shareholders holding securities in demat mode with NSDL

Login method for e-voting for shareholders other than individual shareholders holding shares in Demat form and physical shareholders.

For Physical shareholders and other than individual shareholders holding shares in Demat Mode

Adani Transmission Limited

20) Instructions for members for attending the EGM through VC/OAVM are as under:

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 1:

i) Particulars of the Preferential Issue including date of passing of Board resolution

vi) Relevant Date

iii) Basis on which the price has been arrived at and justification for the price (including premium, if any)

vii) The class or classes of persons to whom the allotment is proposed to be made

viii) Intent of the Promoters, directors or key managerial personnel of the Company to subscribe to the Preferential Issue

ix) Proposed time frame within which the Preferential Issue shall be completed

xviii) Lock-in Period

xx) Undertakings

Adani Transmission Limited

xxi) Practising Company Secretary’s Certificate

xxii) Other disclosures

By order of the Board For Adani Transmission Limited

Jaladhi Shukla Company Secretary Membership No. FCS 5606

Regd. Office:

Adani Transmission Limited

Annexure – A - Pre and Post Preferential Issue Shareholding Pattern of the Company

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Adani Energy Solutions Limited Proxy Solicitation & Information Statement 2022