Adani Energy Solutions Limited — Proxy Solicitation & Information Statement 2023

Aug 22, 2023

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22[nd] August 2023

BSE Limited

P J Towers, Dalal Street, Mumbai – 400001.

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

Scrip Code: 539254

Scrip Code: ADANITRANS

Dear Sir,

Sub.: Notice of Postal Ballot under Section 110 of the Companies Act, 2013

Pursuant to Regulation 30 and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we enclose herewith a copy of Notice of Postal Ballot dated 18[th] August, 2023 along with Explanatory Statement.

You are requested to take the same on your records.

Thanking you,

Yours faithfully, For Adani Energy Solutions Limited (formerly known as Adani Transmission Limited)

JALADHI Digitally signed by JALADHI ATULCHANDRA SHUKLA ATULCHANDRA Date: 2023.08.22 15:04:28 SHUKLA +05'30' Jaladhi Shukla Company Secretary Encl – as above.

Adani Energy Solutions Ltd Tel +91 79 2555 7555 (Formerly known as Adani Transmission Limited) Fax +91 79 2555 7177 Adani Corporate House info@adani.com Shantigram, Near Vaishno Devi Circle, www.adanienergysolutions.com S. G. Highway, Khodiyar, 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 Energy Solutions Limited (formerly known as Adani Transmission Limited)

Registered Office: “Adani Corporate House”, Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad - 382421 Phone No.: +91-79-25557555 Fax No.: +91-79-25557177

Website: www.adanienergysolutions.com Email Id: investor.aesl@adani.com CIN: L40300GJ2013PLC077803

NOTICE OF POSTAL BALLOT

[Pursuant to Sections 108 and 110 of the Companies Act, 2013 read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014]

Dear Members,

provisions of Sections 108 and 110 of the Act read with the Rules framed thereunder and the MCA Circulars, the manner of voting on the e-voting i.e. by casting votes electronically instead of submitting postal ballot forms. The instructions for e-voting are appended to this Notice.

Notice is hereby given that pursuant to the provisions of Section 110 and all other applicable provisions, if any, of Companies Act, 2013 (“the Act”), read together with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) (“ Rules ”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “ SEBI Listing Regulations ”), General Circular Nos. 14/2020 dated 8[th] April, 2020, 17/2020 dated 13[th] April, 2020, 20/2020 dated 5[th] May, 2020, 22/2020 dated 15[th] June, 2020, 33/2020 dated 28[th] September, 2020, 39/2020 dated 31[st] December, 2020, 10/2021 dated 23[rd] June, 2021, 20/2021 dated 8[th] December, 2021, 3/2022 dated 5[th] May, 2022 and 11/2022 dated December 28, 2022, issued by the Ministry of Corporate Affairs, Government of India (' MCA Circulars '), Secretarial Standard on General Meetings (“ SS-2 ”) issued by the Institute of Company Secretaries of India and any other applicable law, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the resolution set out below is proposed to be passed by the Members of Adani Energy Solutions Limited (formerly known as Adani Transmission Limited) (the “Company”) by means of Postal Ballot, only by way of remote e-voting (“e-voting”) process.

The proposed resolution and the Explanatory Statement pursuant to Section 102(1), 110 of the Act and any other applicable provisions of the Act, read with Rules framed thereunder; setting out the material facts and reasons thereof concerning the resolution mentioned in this Postal Ballot Notice (“ Notice ”), are annexed hereto.

In compliance with Regulation 44 of the SEBI Listing Regulations and pursuant to the

Pursuant to Rule 22(5) of the Rules, the Board of Directors of the Company has appointed Mr. Chirag Shah, Practicing Company Secretaries (Membership Number FCS: 5545 COP: 3498) as the Scrutinizer for conducting the postal ballot (e-voting process) in a fair and transparent manner.

Members are requested to carefully read the instructions mentioned under the head 'General information and instructions relating to e-voting' in this Notice and record their assent (“FOR”) or dissent (“AGAINST”) on the proposed resolution through the e-voting process not later than 5:00 p.m. (IST) on Friday, September 22, 2023 , failing which it will be considered that no reply has been received from the Member.

The Company has engaged the services of Central Depository Services (India) Limited (hereinafter referred to as “CDSL” or “Service Provider” ) for facilitating e-voting to enable the Members to cast their votes electronically instead of dispatching postal ballot forms. In accordance with the MCA Circulars, the Company has made necessary arrangements with M/s. Link Intime India Private Limited, Registrar and Share Transfer Agent (“RTA”) to enable the Members to register their e-mail address. Those Members who have not yet registered their e-mail address are requested to register the same by following the procedure set out in this Notice. The postal ballot results will be submitted within 2 (Two) working days from conclusion of the e-voting period to the stock exchanges in accordance with the SEBI Listing Regulations.

e-voting to the Chairman of the Company or any other authorized officer(s) of the Company e-voting. The results of the Postal Ballot along with the Scrutinizer's Report will also be displayed on the website of the Company at

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Adani Energy Solutions Limited (formerly known as Adani Transmission Limited)

Registered Office: “Adani Corporate House”, Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad - 382421 Phone No.: +91-79-25557555 Fax No.: +91-79-25557177

Website: www.adanienergysolutions.com Email Id: investor.aesl@adani.com CIN: L40300GJ2013PLC077803

www.adanienergysolutions.com, on the website of CDSL at www.evotingindia.com and shall also be displayed at the Registered Office of the Company while simultaneously being communicated to the National Stock Exchange of India Limited and BSE Limited where the equity shares of the Company are listed.

The proposed resolution, if approved, will be taken as having duly passed on the last date specified for e-voting by the requisite majority of Members by means of Postal Ballot i.e. Friday, September 22, 2023 .

SPECIAL BUSINESS:

1. To approve amendment to the Articles of Association of the Company

To consider and if thought fit, to pass, the following resolution as a Special Resolution

"RESOLVED THAT pursuant to the provisions of Sections 5, 14 and other applicable provisions of the Companies Act, 2013 read with the relevant rules framed thereunder (including any amendments, statutory modification(s) and/or reenactment thereof for the time being in force), the Articles of Association of the Company be and is hereby amended by inserting new Article 75A after the existing Article 75 as follows:

“Article 75A: Appointment of Director nominated by debenture trustee(s)

“Subject to the provisions of the Act, whenever the debenture trustee(s) nominate a person to be appointed as a director on the Board of the Company in exercise of its duties under the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993 read with the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (together “SEBI Regulations”), as amended from time to time, the Board shall appoint such person as a Director.

Provided however, if more than one debenture trustees are entitled to appoint director in terms of the SEBI Regulations, all such debenture trustees shall jointly nominate only one person to be appointed as a Director on the Board of the Company in terms of this Article.

The Director so appointed shall not be liable to retire by rotation.

The Director so appointed shall hold office so long as the default subsists.

Any vacancy in the office of such Director during the term shall be filled in by the debenture trustee(s) by nominating another person.”

RESOLVED FURTHER THAT the Board of Directors of the Company (including any Committee thereof) be and is hereby authorised to do all such acts, deeds, matters and things and to take all such steps as may be required in this connection including seeking all necessary approvals to give effect to this Resolution and to settle any questions, difficulties or doubts that may arise in this regard.”

By order of the Board For Adani Energy Solutions Limited (formerly known as Adani Transmission Limited)

Sd/-

Jaladhi Shukla Company Secretary Membership No.: FCS 5606

Regd. Office:

“Adani Corporate House”,

Shantigram, Near Vaishno Devi Circle, Khodiyar, Ahmedabad – 382 421.

Gujarat, India.

CIN: L40300GJ2013PLC077803

Place: Ahmedabad Date: 18[th] August 2023

NOTES:

1. The Explanatory Statement pursuant to Section 102 read with Section 110 and other applicable provisions, if any of the Act read with the rules framed thereunder concerning the special business in respect

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Adani Energy Solutions Limited (formerly known as Adani Transmission Limited) Registered Office: “Adani Corporate House”, Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad - 382421 Phone No.: +91-79-25557555 Fax No.: +91-79-25557177 Website: www.adanienergysolutions.com Email Id: investor.aesl@adani.com CIN: L40300GJ2013PLC077803

of item no. 1 to as set out above is annexed hereto and forms part of this Notice.

1. In accordance with the MCA Circulars and the SEBI Listing Regulations, the Company is sending the Notice in electronic form only by e-mail to all Members, whose names appear in the Register of Members / Register of Beneficial Owners maintained by the Depositories viz., National Securities Depository Limited (the “ NSDL ”) and Central Depository Services (India) Limited (the “CDSL”) as on Friday, 18[th] August 2023 (the “ Cut-Off Date ”) and who have registered their e-mail addresses, in respect of electronic holdings, with the Depository through the concerned Depository Participants and in respect of physical holdings, with the Registrar and Share Transfer Agent of the Company, M/s. Link Intime India Private Limited (the “RTA”), in accordance with the provisions of the Act read with the rules framed thereunder and the framework provided under the MCA circulars. Cut-Off Date is for determining the eligibility to vote by electronic means. A person who is not a member as on the Cut-Off Date or who becomes a member of the Company after the Cut-Off Date should treat this Notice for information purposes only.

2. In accordance with the MCA Circulars, the Notice is being sent in electronic form only. The hard copy of the Notice along with the Postal Ballot forms and pre-paid business envelope will not be sent to the Members for the Postal Ballot. Accordingly, the communication of the assent or dissent of the Members would take place through the e-voting system only.

3. In compliance with the provisions of Section 108 and 110 of the Act read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the SEBI Listing Regulations and Secretarial Standard (SS)2 issued by the Institute of Company Secretaries of India on General Meeting, the Company is offering e-voting facility to enable the Members to cast their votes electronically. The instructions for e-voting are provided as part of this Notice.

4. In light of the MCA Circulars, Members who have not registered their e-mail addresses and in consequence the e-voting notice could not be serviced, may temporarily get their e-mail address registered with the Company’s RTA, M/s. Link Intime India Private Limited, by clicking the link: https://linkintime.co.in/emailreg/email_reg ister.html.

5. Post successful registration of the e-mail, the member would get soft copy of the notice and the procedure for e-voting along with the User ID and Password to enable e-voting for this Postal Ballot. In case of any queries, member may write to rnt.helpdesk@linkintime.co.in.

6. It is clarified that for permanent registration of e-mail address, the members are however requested to register their e-mail address, in respect of electronic holdings with the Depository through the concerned Depository Participants and in respect of physical holdings through the Company’s RTA to enable servicing of notices, etc. electronically to their e-mail address.

7. The e-voting rights of the Shareholders / beneficiary owners shall be reckoned on the shares held by them as on Friday, 18[th] August 2023 being the Cut-Off date for the purpose. The shareholders of the Company holding shares either in dematerialised or in physical form, as on the Cut-Off date, can cast their vote electronically.

8. The voting rights for the equity shares of the Company are one vote per equity share, registered in the name of the member. The voting rights of the members shall be in proportion to the percentage of paid-up share capital of the Company held by them. In case of joint holders, only such joint holder who is higher in the order of names will be entitled to vote.

9. A member cannot exercise his / her vote through proxy on postal ballot. However, corporate and institutional members shall be entitled to vote through their authorised representatives. Corporate and institutional members (are required to

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Adani Energy Solutions Limited (formerly known as Adani Transmission Limited)

Registered Office: “Adani Corporate House”, Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad - 382421 Phone No.: +91-79-25557555 Fax No.: +91-79-25557177

Website: www.adanienergysolutions.com Email Id: investor.aesl@adani.com CIN: L40300GJ2013PLC077803

• send scanned certified true copy (PDF Format) of the board resolution / authority letter, power of attorney together with attested specimen signature(s) of the duly authorised representative(s), to the Scrutinizer by e-mail to pcschirag@gmail.com with a copy marked to helpdesk.evoting@cdslindia.com

• Once the vote is cast, whether partially or otherwise, the member shall not be allowed to change it subsequently or cast the vote again.

• Postal Ballot (e-voting) period commences from Thursday, August 24, 2023 (9.00 a.m. IST) and ends on Friday, September 22, 2023 (5.00 p.m. IST) . At the end of the e-voting period, the facility shall forthwith be blocked and e-voting shall not be allowed beyond the said date and time.

• The proposed resolution, if approved, by requisite majority, shall be deemed to have been passed on the last date of e-voting, which would be Friday, September 22, 2023 . The resolution passed by the Members through Postal Ballot are deemed to have been passed as if the same have been passed at a general meeting of the Members.

• This Notice shall also be available on the website of the Company at www.adanienergysolutions.com, websites of the stock exchanges where the equity shares of the Company are listed, i.e. National Stock Exchange of India Limited and BSE Limited at www.nseindia.com and www.bseindia.com respectively, and on the website of Central Depository Services (India) Limited at www.evotingindia.com.

• All the documents referred to in the explanatory statement will be available for inspection electronically until the last date for receipt of votes through the e-voting process. Members seeking to inspect such documents can send an email to jaladhi.shukla@adani.com.

General information and instructions relating to e-voting:

• (i) The voting period begins on Thursday, August 24, 2023 (9.00 a.m. IST) and ends on Friday, September 22, 2023 (5.00 p.m. IST) . During this period, the shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date viz., Friday, August 18, 2023 may cast their votes electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

• (ii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 9[th] 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’ resolution. Individual shareholders holding securities in demat mode are allowed to vote through their demat account(s) 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.

• (iii) Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

• (iv) In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders , by way of a single login credential, through their demat accounts / websites of Depositories / Depository Participants . Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

THE INSTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING:

Step 1 : Access through Depositories CDSL/NSDL e-voting system in case of individual shareholders holding shares in demat mode.

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Adani Energy Solutions Limited (formerly known as Adani Transmission Limited)

Registered Office: “Adani Corporate House”, Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad - 382421 Phone No.: +91-79-25557555 Fax No.: +91-79-25557177 Website: www.adanienergysolutions.com Email Id: investor.aesl@adani.com CIN: L40300GJ2013PLC077803

	In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020on e-voting facility provided by Listed Companies, 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 email Id in their demat accounts in order to access e-Voting facility. Pursuant to abovesaid SEBI Circular, Login method for e-Votingfor Individual shareholders holding securities in Demat mode (CDSL / NSDL)is given below: Type of shareholders Login Method Individual Shareholders holding securities in Demat mode withCDSL Depository 1) 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 users to login to Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab. 2) After successful login the Easi / Easiest user will be able to see the e-voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-voting page of the e-voting service	In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020on e-voting facility provided by Listed Companies, 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 email Id in their demat accounts in order to access e-Voting facility. Pursuant to abovesaid SEBI Circular, Login method for e-Votingfor Individual shareholders holding securities in Demat mode (CDSL / NSDL)is given below: Type of shareholders Login Method Individual Shareholders holding securities in Demat mode withCDSL Depository 1) 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 users to login to Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab. 2) After successful login the Easi / Easiest user will be able to see the e-voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-voting page of the e-voting service		provider for casting your vote during the remote e-voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-voting Service Providers, so that the user can visit the e-voting service providers’ website directly. 3) If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. 4) Alternatively, the user can directly access e-voting page by providing Demat Account Number and PAN No. from an e-voting link available on www.cdslindia.co m home page. The system will authenticate the user by sending OTP on registered Mobile & Email 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 also able to directly access the system of all e-voting Service Providers.
(i)
	Type of shareholders	Login Method
	Individual Shareholders holding securities in Demat mode withCDSL Depository	1) 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 users to login to Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab. 2) After successful login the Easi / Easiest user will be able to see the e-voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-voting page of the e-voting service

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Adani Energy Solutions Limited (formerly known as Adani Transmission Limited) Registered Office: “Adani Corporate House”, Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad - 382421 Phone No.: +91-79-25557555 Fax No.: +91-79-25557177 Website: www.adanienergysolutions.com Email Id: investor.aesl@adani.com CIN: L40300GJ2013PLC077803

Individual	1) If you are already			3)	Visit the e-voting
Shareholders	registered for NSDL				website of NSDL.
holding	IDeAS facility, please				Open web browser by
securities in	visit the e-Services				typing the following
demat mode	website of NSDL.				URL:
withNSDL	Open web browser by				https://www.evoting.
Depository	typing the following				nsdl.com/either on a
	URL:				Personal Computer or
	https://eservices.nsdl.				on a mobile. Once the
	com either on a				home page of
	Personal Computer or				e-voting system is
	on a mobile. Once the				launched, click on the
	home page of e-				icon “Login” which is
	Services is launched,				available under
	click on the				‘Shareholder/Member’
	“Beneficial Owner”				section. A new screen
	icon under “Login”				will open. You will
	which is available				have to enter your
	under ‘IDeAS’ section.				User ID (i.e. your
	A new screen will				sixteen digit demat
	open. You will have to				account number hold
	enter your User ID and				with NSDL),
	Password. After				Password/OTP and a
	successful				Verification Code as
	authentication, you				shown on the screen.
	will be able to see				After successful
	e-voting services.				authentication, you
	Click on “Access to				will be redirected to
	e-voting” under e-				NSDL Depository site
	Voting services and				wherein you can see
	you will be able to see				e-voting page. Click
	e-voting page. Click				on company name or
	on company name or				e-voting service
	e-voting service				provider name and
	provider name and				you will be redirected
	you will be re-directed				to e-voting service
	to e-voting service				provider website for
	provider website for				casting your vote
	casting your vote				during the remote
	during the remote				e-voting period.
	e-voting period.		Individual	You can also login using
			Shareholders	the	login credentials of
	2) If the user is not		(holding	your demat account
	registered for IDeAS		securities in	through your Depository
	e-Services, option to		demat mode)	Participant registered
	register is available at		login through	with NSDL/CDSL for
	https://eservices.nsdl.		their	e-voting facility. After
	com.Select “Register		Depository	Successful login, you will
	Online for IDeAS		Participants	be	able to see e-voting
	Portal” or click at		(DP)	option. Once you click on
	https://eservices.nsdl.			e-voting option, you will
	com/SecureWeb/Idea			be	redirected to
	sDirectReg.jsp			NSDL/CDSL Depository
				site	after successful
				authentication, wherein

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Adani Energy Solutions Limited (formerly known as Adani Transmission Limited)

Registered Office: “Adani Corporate House”, Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad - 382421 Phone No.: +91-79-25557555 Fax No.: +91-79-25557177 Website: www.adanienergysolutions.com Email Id: investor.aesl@adani.com CIN: L40300GJ2013PLC077803

you can see e-voting feature. Click on 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 abovementioned website.

• 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.

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

NSDL
Login **type **	Helpdesk details
Individual Sharehold ers holding securities in Demat mode withCDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslin dia.comor contact at toll free no. 1800 22 55 33
Individual Sharehold ers holding securities in Demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30

• Step 2 : Access through CDSL e-voting system in case of shareholders holding shares in physical mode and non-individual shareholders demat mode.

• (ii) Login method for Remote e-voting for Physical shareholders and shareholders other than individual holding in Demat form.

• 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.

• 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.
PAN	Enter your 10 digit alpha- numeric *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/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Bank Details ORDate of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. • If both the details are not recorded with the depository

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Adani Energy Solutions Limited (formerly known as Adani Transmission Limited)

Registered Office: “Adani Corporate House”, Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad - 382421 Phone No.: +91-79-25557555 Fax No.: +91-79-25557177

Website: www.adanienergysolutions.com Email Id: investor.aesl@adani.com CIN: L40300GJ2013PLC077803

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or company, please enter the member id / folio number in the Dividend Bank details field.

• (iii) After entering these details appropriately, click on “SUBMIT” tab.

• (iv) 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 resolution of any other company on which they are eligible to vote, provided that company opts for 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.

• (v) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolution contained in this Notice.

• (vi) Click on the EVSN for the Company which is 230819007 on which you choose to vote.

• (vii) 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.

• (viii) Click on the “RESOLUTION FILE LINK” if you wish to view the entire Resolution details.

• (ix) 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

“CANCEL” and accordingly modify your vote.

• (x) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• (xi) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

• (xii) 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 & enter the details as prompted by the system.

• (xiii) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.

• (xiv) Additional Facility for Non–Individual Shareholders and Custodians – For Remote Voting only.

• 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 helpdesk.evoting@cdslindia.com.

• 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 will be mapped automatically & can be delink in case of any wrong mapping.

• It is Mandatory that, 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 mandatory

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Adani Energy Solutions Limited (formerly known as Adani Transmission Limited)

Registered Office: “Adani Corporate House”, Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad - 382421 Phone No.: +91-79-25557555 Fax No.: +91-79-25557177 Website: www.adanienergysolutions.com Email Id: investor.aesl@adani.com CIN: L40300GJ2013PLC077803

to send the relevant Board Resolution/ Contact Details: Authority letter etc. together with Company: attested specimen signature of the Adani Energy Solutions Limited duly authorized signatory who are (formerly known as Adani Transmission Limited) authorized to vote, to the Scrutinizer at Regd. Office: “Adani Corporate House”, pcschirag@gmail.com and to the Shantigram, Nr. Vaishno Devi Circle, Company at the email address viz; S G Highway, Khodiyar, jaladhi.shukla@adani.com if they have Ahmedabad-382 421, voted from individual tab & not Gujarat, India uploaded same in the CDSL e-voting CIN: L40300GJ2013PLC077803 system for the scrutinizer to verify the E-mail ID: jaladhi.shukla@adani.com same. Process for those shareholders whose Registrar and Transfer Agent: Link Intime India Private Limited email/mobile no. are not registered 5[th] Floor, 506-508, with the company/depositories. Amarnath Business Centre -1 (ABC-1), 1. For Physical shareholders- please Beside Gala Business Centre, provide necessary details like Folio Off C. G. Road, Ellis Bridge, No., Name of shareholder, scanned Ahmedabad - 380006, copy of the share certificate (front Gujarat, India and back), PAN (self-attested Tel No.: +91-79-26465179 scanned copy of PAN card), Fax: +91-79-26465179

• (xv) Process for those shareholders whose email/mobile no. are not registered with the company/depositories.

• For Physical shareholders- please 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 Company/RTA email id .

e-Voting Agency: Central Depository Services (India) Limited Email: helpdesk.evoting@cdslindia.com Phone: +91-22-22723333/8588 Scrutinizer: CS Chirag Shah Practising Company Secretary E-mail ID: pcschirag@gmail.com

1. For Demat shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP)

2. For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

Encl.: As Above

ANNEXURE TO NOTICE

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

If you have any queries or issues regarding e- Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33.

In terms of the provisions of Section 102 of the Companies Act, 2013 (“the Act”), Secretarial Standard on General Meetings (SS-2) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the following statement sets out the material facts relating to Item No. 1 of this Notice.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager (CDSL), Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call at toll free no. 1800 22 55 33.

Item No. 1:

To approve amendment to the Articles of Association of the Company

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Adani Energy Solutions Limited (formerly known as Adani Transmission Limited)

Registered Office: “Adani Corporate House”, Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad - 382421 Phone No.: +91-79-25557555 Fax No.: +91-79-25557177

Website: www.adanienergysolutions.com Email Id: investor.aesl@adani.com CIN: L40300GJ2013PLC077803

The Securities and Exchange Board of India (‘SEBI’) vide its Notification No. SEBI/LADNRO/GN/2023/119 dated 2[nd] February, 2023, has amended Regulation 23(6) of the SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (“Amendment Notification”).

As per the Amendment Notification, an issuer company needs to ensure that its articles of association require its board of directors to appoint the person nominated by the debenture trustee(s) as a director on its board of directors in case of occurrence of default under Regulation 15(1)(e) of the SEBI (Debenture Trustees) Regulations, 1993 .

Further, Regulation 15(1)(e) of SEBI (Debenture Trustees) Regulation, 1993, mandates that a company which has issued non-convertible securities shall appoint the person nominated by the debenture trustee as a director on its board of directors in the event of:

A copy of AOA of the Company with the proposed alteration is available for inspection at the Registered Office of the Company at any working day during business hours.

In terms of Section 102(1) of the Companies Act, 2013, none of the Directors and Key Managerial Personnel of the Company or their relatives is directly or indirectly concerned or interested, financially or otherwise, in this resolution.

The Board recommends the Special Resolution at Item No. 1 of the Notice for the approval by the members.

By order of the Board For Adani Energy Solutions Limited (formerly known as Adani Transmission Limited)

Sd/-

Jaladhi Shukla Company Secretary Membership No.: FCS 5606

• a. two consecutive defaults in payment of interest to the debenture holders; or

• b. Default in creation of security for debentures; or

• c. Default in redemption of debentures.

Regd. Office:

“Adani Corporate House”,

Shantigram, Near Vaishno Devi Circle, Khodiyar, Ahmedabad – 382 421.

Gujarat, India.

CIN: L40300GJ2013PLC077803

The said Amendment Notification requires that the companies whose debt securities are listed as on the date of publication of the Amendment Notification in the official gazette, shall amend their articles of association to comply with the above mentioned provisions, on or before 30[th] September, 2023.

Place: Ahmedabad Date: 18[th] August 2023

Therefore, in compliance with the above Amendment Notification, and as the Company has listed its debt securities, the Board has considered and approved the amendment in Articles of Association (“AOA”) of the Company subject to the approval of Shareholders of the Company, by inserting new Article 75A after the existing Article 75 as mentioned in the Item No. 1 to the Notice.

In terms of sections 5, 14 and other applicable provisions of the Companies Act, 2013, the consent of the Members by way of Special Resolution is required to approve the amendment in the AOA of the Company.