Adani Energy Solutions Limited

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3[rd] December, 2024

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: ADANIENSOL

Dear Sir,

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

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we enclose herewith a copy of Notice of Postal Ballot dated 22[nd] October, 2024 along with Explanatory Statement.

You are requested to take the same on records.

Thanking you,

Yours faithfully,

For Adani Energy Solutions Limited

JALADHI Digitally signed by JALADHI ATULCHANDRA SHUKLA ATULCHANDRA Date: 2024.12.03 18:10:56 SHUKLA +05'30'

Jaladhi Shukla Company Secretary Membership No. FCS 5606

Encl – as above.

Adani Energy Solutions Ltd

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

Tel +91 79 2555 7555 Fax +91 79 2555 7177 [email protected] www.adanienergysolutions.com

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

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Registered Office: “Adani Corporate House”, Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad - 382421 Phone No.: +91-79-26565555 Fax No.: +91-79-25555500 Website: www.adanienergysolutions.com Email Id: [email protected] CIN: L40300GJ2013PLC077803

NOTICE OF POSTAL BALLOT

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

MCA Circulars, the manner of voting on the proposed resolution is restricted only to e- voting i.e. by casting votes electronically instead of submitting postal ballot forms. The instructions for e-voting are appended to this Notice.

Dear Members,

Notice is hereby given that pursuant to the provisions of Section 110 and all other applicable provisions, if any, of the 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, 11/2022 28[th] December, 2022, 9/2023 dated 25[[th]] September, 2023 and 9/2024 dated 19[[th]] September, 2024 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 resolutions set out below are proposed to be passed by the Members of Adani Energy Solutions Limited (“AESL” or the “Company”) by means of Postal Ballot, only by way of remote e- voting (“ e-voting ”) process.

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

May, Members are requested to carefully read the instructions mentioned under the head 'General[[st]] information and instructions relating to e-voting' in this Notice and record their assent (“ FOR ”) or dissent (“ AGAINST ”) on the proposed resolution dated through the e-voting process not later than 5:00[[th]] p.m. (IST) on Friday, 3[rd] January, 2025 failing[[th]] 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 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.

The proposed resolutions and the Explanatory Statement pursuant to Section 102, 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 resolutions mentioned in this Postal Ballot Notice (“ Notice ”), are annexed hereto.

The Scrutinizer will submit the results of the e-voting to the Chairman of the Company or any other authorized officer(s) of the Company after completion of the scrutiny of the 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

In compliance with Regulation 44 of the SEBI Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the Rules framed thereunder and the

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Adani Energy Solutions Limited Registered Office: “Adani Corporate House”, Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad - 382421 Phone No.: +91-79-26565555 Fax No.: +91-79-25555500 Website: www.adanienergysolutions.com Email Id: [email protected] 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.

value of all these transaction(s) may exceed the prescribed thresholds as per provisions of the SEBI Listing Regulations as applicable from time to time, provided, however, that the said contract(s)/ arrangement(s)/ transaction(s) shall be carried out at an arm’s length basis and in the ordinary course of business of the Company.

The proposed resolutions, if approved, will be taken as having duly passed on the last date hereby specified for e-voting by the requisite majority of agreements, Members by means of Postal Ballot, i.e. Friday, 3[rd] January, 2025.

RESOLVED FURTHER THAT the Board be and is hereby authorised to execute all such agreements, documents, instruments and writings as deemed necessary, with power to alter and vary the terms and conditions of such contracts/ arrangements/ transactions, settle all questions, difficulties or doubts that may arise in this regard”.

SPECIAL BUSINESS:

1. To approve the material related party transaction(s).

2. To approve the material related party transaction(s).

To consider and if thought fit, approve material related party transaction(s) to be entered into by the Company’s subsidiary and to pass, with or without modification(s), the following resolution as an Ordinary Resolution :

“ RESOLVED THAT pursuant to the “ RESOLVED THAT applicable provisions of the Companies Act, 2013 read with the rules framed thereunder (including any statutory amendment(s) or reenactment(s) thereof, for the time being in force, if any), and in terms of Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), as amended from time to time, the consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company (“Board”), for entering into and / or carrying out and / continuing with or continuing with existing contracts / arrangements / transactions or modification(s) of earlier contracts / arrangements / transactions or as fresh and independent transaction(s) or otherwise (whether individually or series of transaction(s) taken together or otherwise), by Powerpulse Trading Solutions Limited (Formerly known as Adani Energy Solutions Step-Thirteen Limited) a Wholly Owned Subsidiary of the Company with Adani Power Limited, a related party of the Company, during the financial year 2024-25 as per the details set out in the explanatory statement annexed to this notice, notwithstanding the fact that the aggregate

“ RESOLVED THAT pursuant to the applicable provisions of the Companies Act, 2013 read with the rules framed thereunder (including any statutory amendment(s) or re- enactment(s) thereof, for the time being in force, if any), and in terms of Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), as amended from time to time, the consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company (“Board”), for entering into and / or carrying out and / or continuing with existing contracts / arrangements / transactions or modification(s) of earlier contracts / arrangements / transactions or as fresh and independent transaction(s) or otherwise (whether individually or series of transaction(s) taken together or otherwise), by Powerpulse Trading Solutions Limited (Formerly known as Adani Energy Solutions Step-Thirteen Limited) a Wholly Owned Subsidiary of the Company with Mahan Energen Limited, a related party of the Company, during the financial year 2024-25 as per the details set out in the explanatory statement annexed to this notice, notwithstanding the fact that the aggregate value

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Adani Energy Solutions Limited

Registered Office: “Adani Corporate House”, Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad - 382421 Phone No.: +91-79-26565555 Fax No.: +91-79-25555500

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

of all these transaction(s) may exceed the prescribed thresholds as per provisions of the SEBI Listing Regulations as applicable from time to time, provided, however, that the said contract(s)/ arrangement(s)/ transaction(s) shall be carried out at an arm’s length basis and in the ordinary course of business of the Company.

RESOLVED FURTHER THAT the Board be and is

4. To approve the material modification in the approved related party transaction(s).

hereby authorised to execute all such agreements, documents, instruments and writings as deemed necessary, with power to alter and vary the terms and conditions of such contracts/ arrangements/ transactions, settle all questions, difficulties or doubts that may arise in this regard”.

To consider and if thought fit, approve material modification in related party transaction(s) to be entered into by the Company’s subsidiary and to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

3. To approve the material related party transaction(s).

“RESOLVED THAT pursuant to the applicable provisions of the Companies Act, 2013 read with the rules framed thereunder (including any statutory amendment(s) or re-enactment(s) thereof, for the time being in force, if any), and in terms of Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), as amended from time to time and in partial modification of resolution passed by the members of the Company in the Annual General Meeting held on July 19, 2023, approving the related party transaction aggregating to Rs. 1,100 crores by Adani Electricity Mumbai Limited., a subsidiary of the Company with Adani Hybrid Energy Jaisalmer Four Limited (AHEJFL) , related party of the Company, the consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company (“Board”), for entering into and / or carrying out and / or continuing with existing contracts / arrangements / transactions or modification(s) of earlier contracts / arrangements / transactions or as fresh and independent transaction(s) or otherwise (whether individually or series of transaction(s) taken together or otherwise), with AHEJFL and increase the transaction value by Rs. 300 crores, thereby aggregating to Rs. 1,400 crores, to be entered during the financial year 202425 as per the details set out in the explanatory statement annexed to this notice, notwithstanding the fact that the aggregate value of all these transaction(s) may exceed the prescribed thresholds as per provisions of the SEBI Listing Regulations as applicable from time to time, provided, however, that the said contract(s)/ arrangement(s)/ transaction(s) shall be carried out at an arm’s length basis and in the ordinary course of business of the Company.

“ RESOLVED THAT pursuant to the applicable provisions of the Companies Act, 2013 read with the rules framed thereunder (including any statutory amendment(s) or re- enactment(s) thereof, for the time being in force, if any), and in terms of Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), as amended from time to time, the consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company (“Board”), for entering into and / or carrying out and / or continuing with existing contracts / arrangements / transactions or modification(s) of earlier contracts / arrangements / transactions or as fresh and independent transaction(s) or otherwise (whether individually or series of transaction(s) taken together or otherwise), by Powerpulse Trading Solutions Limited (Formerly known as Adani Energy Solutions Step-Thirteen Limited) a Wholly Owned Subsidiary of the Company with Adani Electricity Mumbai Limited, a subsidiary of the Company, during the financial year 2024-25 as per the details set out in the explanatory statement annexed to this notice, notwithstanding the fact that the aggregate value of all these transaction(s) may exceed the prescribed thresholds as per provisions of the SEBI Listing Regulations as applicable from time to time, provided, however, that the said contract(s)/ arrangement(s)/ transaction(s) shall be carried out at an arm’s length basis and in the ordinary course of business of the Company.

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RESOLVED FURTHER THAT the Board be and is hereby authorised to execute all such agreements, documents, instruments and writings as deemed necessary, with power to alter and vary the terms and conditions of such contracts/ arrangements/ transactions, settle all questions, difficulties or doubts that may arise in this regard”.

5. To approve the material modification in the approved related party transaction(s).

By order of the Board For Adani Energy Solutions Limited

Jaladhi Shukla

Company Secretary Membership No.: FCS 5606

Place: Ahmedabad Date: 22[nd] October, 2024

Regd. Office:

Adani Corporate House, Shantigram, Near Vaishno Devi Circle, Khodiyar, Ahmedabad – 382 421, Gujarat, India.

CIN: L40300GJ2013PLC077803

MPSEZ Utilities Limited (MUL), a wholly owned subsidiary of the Company with Adani Power Limited (APL), a related party of the Company, the consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company (“Board”), for entering into and / or carrying out and / or continuing with existing contracts / arrangements / transactions or modification(s) of earlier contracts / arrangements / transactions or as fresh and independent transaction(s) or otherwise (whether individually or series of transaction(s) taken together or otherwise), with APL and increase the transaction value by Rs. 600 crores, thereby aggregating to Rs. 2,200 crores , during the financial year 2024-25 as per the details set out in the explanatory statement annexed to this notice, notwithstanding the fact that the aggregate value of all these transaction(s) may exceed the prescribed thresholds as per provisions of the SEBI Listing Regulations as applicable from time to time, provided, however, that the said contract(s)/ arrangement(s)/ transaction(s) shall be carried out at an arm’s length basis and in the ordinary course of business of the Company.

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NOTES:

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 resolutions as set out in the postal ballot notice is annexed hereto and forms part of this Notice.
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, 29[th] November, 2024 (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, 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 CutOff Date or who becomes a member of the Company after the Cut-Off Date should treat this Notice for information purposes only.
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.
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 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.
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., Link Intime India Private Limited, by clicking the link: https://liiplweb.linkintime.co.in/EmailReg/E mail_Register.html

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 [email protected].

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 with the Company’s RTA to enable servicing of notices, etc. electronically to their e-mail address.
The e-voting rights of the Shareholders / beneficiary owners shall be reckoned on the shares held by them as Friday, 29[th] November, 2024 being the CutOff 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.
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.
A member cannot exercise his / her vote through proxy on postal ballot. However,

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corporate and institutional members shall be entitled to vote through their authorised representatives. Corporate and institutional members (are required to 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 [email protected] with a copy marked to [email protected]

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, 5[th] December, 2024 (9.00 a.m. IST) and ends on Friday, 3[rd] January, 2025 (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 resolutions, if approved, by requisite majority, shall be deemed to have been passed on the last date of e-voting, which would be Friday, 3[rd] January, 2025 . 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 [email protected].

General information and instructions relating to e-voting:

(i) The voting period begins on Thursday, 5[th] December, 2024 (9.00 a.m. IST) and ends on Friday, 3[rd] January, 2025 (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 (record date) viz., Friday, 29[th] November, 2024 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.

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Adani Energy Solutions Limited

	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
	onwww.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

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.

(i) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on 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-Voting for 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 bycompany. On

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
bycompany. On

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		system of all e-voting Service Providers.
Individual Shareholders holding securities in demat mode withNSDL Depository	1)	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 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.

	2) 3)	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/SecureWeb/Idea sDirectReg.jsp 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’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-voting page. 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.
Individual Shareholders (holding	You can also login using the login credentials of your demat account

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Adani Energy Solutions Limited

securities in through your Depository demat mode) Participant registered login through with NSDL/CDSL for their e-voting facility. After Depository Successful login, you will Participants be able to see e-voting (DP) option. Once you click on e-voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein 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.

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

Login type Helpdesk details Individual Members facing any technical Shareholder issue in login can contact s holding CDSL helpdesk by sending a securities in request at Demat [email protected] mode with om or contact at toll free no. CDSL 1800 22 55 33 Individual Shareholder Members facing any technical s holding issue in login can contact securities in NSDL helpdesk by sending a Demat request at [email protected] mode with or call at toll free no.: 1800 NSDL 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 nonindividual shareholders in demat mode.
(ii) Login method for Remote e-voting for Physical shareholders and shareholders

other than individual holding in Demat form.

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.
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 or company,please enter the

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Adani Energy Solutions Limited

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 241122008 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 [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 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 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 email address viz;

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Adani Energy Solutions Limited

[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

(xv) Process for those shareholders whose email/mobile no. are not registered with the company/depositories.
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 Company/RTA email id .
For Demat shareholders -, Please update your email id & mobile no. with your respective Depository Participant (DP)
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.

If you have any queries or issues regarding e- Voting from the CDSL e-Voting System, you can write an email to [email protected] or contact at toll free no. 1800 22 55 33.

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, 25[th] Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call at toll free no. 1800 22 55 33.

Contact Details:

Company:

Adani Energy Solutions Limited Regd. Office: “Adani Corporate House”, Shantigram, Nr. Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad-382 421, Gujarat, India CIN: L40300GJ2013PLC077803 E-mail ID: [email protected]

Registrar and Transfer Agent:

Link Intime India Private Limited C-101, 247 Park, L.B.S Marg, Vikhroli West, Mumbai 400 083, Maharashtra, India Tel No.: +91 22 4918 6270 Fax: +91-22-49186060

e-Voting Agency:

Central Depository Services (India) Limited Email: [email protected] Phone: +91-22-22723333/8588

Scrutinizer:

CS Chirag Shah Practising Company Secretary E-mail ID: [email protected]

Encl.: As Above

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Adani Energy Solutions Limited

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

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 (“ SEBI Listing Regulations ”), the following statement sets out the material facts relating to Agenda items as set out in this Notice.

Item No. 1 to 5: To approve material related party transaction(s) and/or material modifications thereto.

The provisions of the SEBI Listing Regulations, as amended by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2021, effective 1[st] April, 2022, mandates prior approval of Members by means of an ordinary resolution for all material related party transactions and subsequent material modifications as defined by the audit committee, even if such transactions are in the ordinary course of business of the concerned company and at an arm’s length basis.

Effective from 1[st] April, 2022, a transaction with a related party shall be considered as material if the transaction(s) to be entered into, either individually or taken together with previous transactions during a financial year, whether directly and/or through its subsidiary(ies), exceed(s) Rs. 1,000 crore or 10% of the annual consolidated turnover as per the last audited financial statements of the listed entity, whichever is lower. Further, the definition of Related Party Transaction as per Regulation 2(1)(zc) of the SEBI Listing Regulations includes the transaction involving a transfer of resources, services or obligations between a listed entity or any of its subsidiaries on one hand and a related party of the listed entity or any of its subsidiaries on the other hand. In line with this definition, any Material Related Party Transactions including material modifications thereto proposed to be entered into by the Company’s subsidiaries with the related parties of the Company, as detailed in Item nos. 1 to 5 of the Notice, necessitate prior approval from the Company’s shareholders.

During the financial year 2024-25, the Company’s subsidiaries, propose to enter into certain related party transaction(s) with various related parties as mentioned in item nos. 1 to 5, details of which are given in the explanatory statement, on mutually agreed terms and conditions, and the aggregate of such transaction(s), is expected to cross the applicable materiality thresholds as mentioned above. Accordingly, as per the SEBI Listing Regulations, prior approval of the Members is being sought for all such arrangements / transactions.

All the said transactions shall be in the ordinary course of business and on an arm’s length basis.

The Audit Committee of the Company comprising solely of the Independent Directors have, based on relevant details provided by the management, reviewed and approved the said transaction(s) and material modifications (as applicable), while noting that such transactions shall be on arms' length basis and in the ordinary course of business and are in accordance with Related Party Transactions Policy of the Company.

The Members may note that in terms of the provisions of the SEBI Listing Regulations, the related parties as defined thereunder (whether such related party(ies) is a party to the aforesaid transactions or not), shall not vote to approve resolution.

Information required under Regulation 23 of SEBI Listing Regulations read with SEBI circular dated 22[nd] November, 2021 is provided as Annexure A .

Mr. Gautam S. Adani, Mr. Rajesh S. Adani and Mr. Anil Sardana, Directors (being promoters/ common directors of the said related parties) and Mr. Kandarp Patel, CEO and their relatives are deemed to be concerned or interested in the proposed resolutions as set out in Item nos. 1 to 5 of this Notice. None of the other Directors or key managerial personnel or their relatives is, in anyway, concerned or interested, financially or otherwise, in the said resolutions.

The Board of Directors recommend the said resolutions, as set out in item nos. 1 to 5 of this Notice, for approval by the Members of the Company.

By order of the Board For Adani Energy Solutions Limited

Jaladhi Shukla

Company Secretary Membership No.: FCS 5606

Place: Ahmedabad Date: 22[nd] October, 2024

Regd. Office:

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

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Adani Energy Solutions Limited

Annexure A

Information required under Regulation 23 of SEBI Listing Regulations read with SEBI circular dated 22[nd] November, 2021

Sr. No.	Particulars		Resolution Nos.	Resolution Nos.	Resolution Nos.	Resolution Nos.	Resolution Nos.
			1	2	3	4	5
			Material RPTs by Subsidiaries of the Company
	Name of subsid the Company, e into proposed transaction	iary of ntering	Powerpulse Trading Solutions Limited (PPTSL) (Formerly known as Adani Energy Solutions Step-Thirteen Limited)			Adani Electricity Mumbai Limited (AEML)	MPSEZ Utilities Limited (MUL)
1	Name of the Re Party	lated	Adani Power Limited (APL)	Mahan Energen Limited (MEL)	Adani Electricity Mumbai Limited (AEML)	Adani Hybrid Energy Jaisalmer Four Limited (AHEJFL)	Adani Power Limited (APL)
2	Type, material particulars of t proposed trans	terms and he action	Power Trading	Power Trading	Power Trading	Purchase of Power	Purchase of Power
3	Material terms particulars of t proposed trans	and he action	Material terms and conditions are based on the contracts, which inter alia include the rates which are based on prevailing market price and commercial terms as on the date of entering into the contracts.
4	Nature of Rel with the including natu concern or (financial or otherwise)	ationship Company re of its interest	APL is an entity over which ultimate controlling entity or KMP(s) of the Company have control or significant influence.	MEL is an entity over which ultimate controlling entity or KMP(s) have control or significant influence.	AEML is a subsidiary of the Company.	AHEJFLis an entity over which ultimate controlling entity or KMP(s) of the Company have control or significant influence.	APL is an entity over which ultimate controlling entity or KMP(s) of the Company have control or significant influence.
5	Tenure of the P transaction	roposed	During the financial year 2024-25
6	Value of the p transaction (no exceed)	roposed t to	Rs. 4,400 Crore	Rs. 1,850 Crore	Rs. 1,480 Crore	Rs. 1,400 Crore (increased from Rs 1,100 crore approved earlier)	Rs. 2,200 Crore (increase from Rs 1,600 Crore, approved earlier)

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Adani Energy Solutions Limited

Registered Office: “Adani Corporate House”, Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad - 382421 Phone No.: +91-79-26565555 Fax No.: +91-79-25555500

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

		CIN: L40300GJ2013PLC077803	CIN: L40300GJ2013PLC077803	CIN: L40300GJ2013PLC077803	CIN: L40300GJ2013PLC077803	CIN: L40300GJ2013PLC077803
Sr. No.	Particulars	Resolution Nos.
		1	2	3	4	5
		Material RPTs by Subsidiaries of the Company
7	Value of RPT as % of Company’s audited consolidated annual turnover of Rs. 17,218.31 Crore for the financial year 2023- 24. Subsidiary’s annual standalone turnover for the Financial year 2023-24	~25.55% Not Applicable Subsidiary PPSTL was incorporated in FY 2023- 24	~10.74% Not Applicable Subsidiary PPSTL was incorporated in FY 2023-24	~8.60% Not Applicable Subsidiary PPSTL was incorporated in FY 2023-24	~8.13% ~13.85% Subsidiary’s annual standalone turnover of Rs. 10,104.77 crore for the financial year 2023- 24	~12.78% ~554.92% (MUL is expanding its capacity) Subsidiary’s annual standalone turnover of Rs. 396.45 Crore for the financialyear 2023-24
8	Details of the transaction relating to any loans, intercorporate deposits, advances or investments made or given by the listed entity or its subsidiary
	a) Details of financial indebtedness Incurred	Not applicable
	b) Applicable terms, including covenants, tenure, interest rate and repayment schedule, whether secured or unsecured; if secured, the nature of security.	Not applicable
	c) The purpose for which the funds will be utilized by the ultimate beneficiary	Not applicable

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Adani Energy Solutions Limited

Sr. No.	Particulars		Resolution Nos.	Resolution Nos.	Resolution Nos.
		1	2	3	4	5
			Material RPTs by Subsidiaries of the Company
	o fsuch funds pursuant to the RPT.
9	Justification as to why the RPT is in the interest of the listed entity	Refer Note 1 – Transactions of Power Trading with Related Parties.	Refer Note 1 – Transactions of Power Trading with Related Parties.	Refer Note 1 – Transactions of Power Trading with Related Parties.	Refer Note 2 – Purchase of power by AEML from AHEJFL	Refer Note 3 – Procurement of Power from APL’s Power Plant.
10	Copy of the valuation or other external party report, if any such report has been relied upon.	-	-	-	-	-
11	Any other information that may be relevant	None	None	None	None	None

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Note on Justification as to why the RPT is in the interest of the listed entity:

All related party transactions are entered into at arm’s length prices and in the ordinary course of business.

Note 1 : Transactions of Power Trading with Related Parties.

(relevant for Resolution Nos. 1, 2 & 3)

AESL has emerged as an integrated player in the Indian power sector due to its diverse business segments and presence across the value chain. Given its integrated positioning, the company is best placed to play the India’s energy transition and cater to growing demand for reliable and sustainable power, provide competitive and tailored solutions for C&I consumers and offer innovative technologies like cooling solutions. AESL as a one-stop shop is transforming the energy landscape in India and revolutionizing the way energy is delivered to the end consumer.

Powerpulse Trading Solutions Limited (PPTSL) (Formerly known as Adani Energy Solutions Step-Thirteen

Limited), a wholly owned subsidiary of the Company, has secured a power trading license, as per approval received from Central Electricity Regulatory Commission (CERC). By virtue of this trading license, PPTSL shall purchase and sell power in the bilateral markets and in Power Exchanges, on behalf of its clients, including related parties such as APL, MEL and AEML. The power trading activity will be in line with the provisions of the Electricity Act, 2003 and prevailing regulations governed by the Central Electricity Regulatory Commission (CERC). The power trading margins will be within the limits prescribed by applicable regulations.

Initially, these transactions were proposed to be entered by Adani Energy Solutions Limited directly, based on which shareholders’ approval was taken in the Annual General Meeting of the Company held on 25[th] June 2024. However, now these transactions are proposed to be undertaken by PPSTL, a designated entity established for power trading activity.

Note 2: Purchase of power by AEML from Adani Hybrid Energy Jaisalmer Four Limited (AHEJFL)

(relevant for Resolution No. 4)

AHEJ4L has set up a Wind-Solar Hybrid Project of 700 MW at village - Fatehgarh, District- Jaisalmer, StateRajasthan. AHEJ4L has entered into Power Purchase Agreement (PPA) for supply of 700 MW wind-solar hybrid power to Adani Electricity Mumbai Limited - Distribution (AEML).

AESL had obtained shareholders’ approval for the above transactions between AEML and AHEJFL for procurement of 700MW in Annual General meeting held on 19[th] July 2023 with transaction value not exceeding Rs. 1,100 Crore in any financial year.

Pursuant to the order dated 22[nd] May 2024 passed by Maharashtra Electricity Regulatory Commission, AEML is obligated to make one-time payment of Rs 300 crores to AHEJFL, towards reliefs for additional expenditure incurred by AHEJFL due to occurrence of Change in Law events under the PPA. For this reason, the transaction value between AEML and AHEJFL during FY 2024-25 will increase from Rs 1,100 crore to 1,400 crore. Apart from this, there is no change in any terms / condition of previous shareholder approval.

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Note 3: Procurement of Power by MPSEZ Utilities Limited (MUL) from APL’s Power Plant

(relevant for Resolution No. 5)

MUL holds a power distribution licensee in Mundra area located in the State of Gujarat and has been supplying power to the consumers in its area of supply as a distribution licensee in terms of the Electricity Act, 2003. As a part of its ordinary course of business, MUL conducted a Competitive Bidding Process for procurement power for a long term of 15 years, to efficiently serve its customers in the licensed area, The bidding process was conducted in accordance with the Ministry of Power Model Bidding Documents and guidelines (as amended).The Request for Quotes (RPQ) and Request for Proposals (RFP) were published on DEEP e-bidding portal of MSTC Limited.

Pursuant to the said bidding process, APL emerged as L1 bidder for the supply of 800 MW from APL’s Raipur Thermal Plant, to MUL. The supply of power to MUL shall be in the ordinary course of business and on an arm’s length basis. APL and MUL have entered into a Power Purchase Agreement (PPA) for 15 years and the said PPA, including the tariff, has been approved by Gujarat Electricity Regulatory Commission (GERC) vide its order dated 21[st] September 2024. The estimated transaction value under the PPA for 800 MW is Rs 600 Crore, in FY 2024-25.

AESL had obtained shareholders’ approval for procurement of 360 MW power from APL, in the Annual General meeting held on 19[th] July 2023 with transaction value not exceeding Rs. 1,600 Crore in any financial year. Considering the fresh PPA of 800 MW, approval is sought for increasing the transaction value between MUL and APL from Rs 1,600 Crore to Rs. 2,200 Crore, during FY 2024-25.

AI assistant

Adani Energy Solutions Limited — Proxy Solicitation & Information Statement 2024

62594_rns_2024-12-03_a4c06c50-a253-4292-8a9c-975b9666ca7a.pdf

BSE Limited

Scrip Code: 539254

Scrip Code: ADANIENSOL

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

For Adani Energy Solutions Limited

Adani Energy Solutions Limited

NOTICE OF POSTAL BALLOT

SPECIAL BUSINESS:

Adani Energy Solutions Limited

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

RESOLVED FURTHER THAT the Board be and is

4. To approve the material modification in the approved related party transaction(s).

3. To approve the material related party transaction(s).

5. To approve the material modification in the approved related party transaction(s).

Jaladhi Shukla

Regd. Office:

NOTES:

General information and instructions relating to e-voting:

Adani Energy Solutions Limited

THE INSTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING:

Adani Energy Solutions Limited

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

Adani Energy Solutions Limited

Adani Energy Solutions Limited

Contact Details:

Company:

Registrar and Transfer Agent:

e-Voting Agency:

Scrutinizer:

Encl.: As Above

Adani Energy Solutions Limited

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

Item No. 1 to 5: To approve material related party transaction(s) and/or material modifications thereto.

Jaladhi Shukla

Regd. Office:

Adani Energy Solutions Limited

Adani Energy Solutions Limited

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

Adani Energy Solutions Limited

Note on Justification as to why the RPT is in the interest of the listed entity:

Note 1 : Transactions of Power Trading with Related Parties.

(relevant for Resolution Nos. 1, 2 & 3)

Powerpulse Trading Solutions Limited (PPTSL) (Formerly known as Adani Energy Solutions Step-Thirteen

Note 2: Purchase of power by AEML from Adani Hybrid Energy Jaisalmer Four Limited (AHEJFL)

(relevant for Resolution No. 4)

Note 3: Procurement of Power by MPSEZ Utilities Limited (MUL) from APL’s Power Plant

(relevant for Resolution No. 5)

More from Adani Energy Solutions Limited

Adani Energy Solutions Limited Proxy Solicitation & Information Statement 2024