Adani Enterprises Ltd. - Proxy Solicitation & Information Statement 2025

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15[th] September, 2025

BSE Limited Floor 25, P J Towers, Dalal Street, Mumbai – 400001

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

Scrip Code: 512599

Scrip Code: ADANIENT

Dear Sir/Madam,

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 9[th] August, 2025 along with Explanatory Statement.

You are requested to take the same on your records.

Thanking you, Yours faithfully, For Adani Enterprises Limited Digitally signed by JATINKUMAR JATINKUMAR RAMESHCHANDR RAMESHCHANDRA JALUNDHWALA A JALUNDHWALA Date: 2025.09.15 20:13:01 +05'30' Jatin Jalundhwala Company Secretary & Joint President (Legal) Membership No. F3064

Encl.: a/a

Adani Enterprises Limited “Adani Corporate House”, Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar Ahmedabad 382 421 Gujarat, India CIN: L51100GJ1993PLC019067

Tel + 91 79 2656 5555 Fax + 91 79 2555 5500 [email protected] www.adanienterprises.com

Registered Office : “Adani Corporate House”, Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad - 382421

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Adani Enterprises Limited

Registered Office: Adani Corporate House, Shantigram, Near Vaishno Devi Circle, S G Highway, Khodiyar, Ahmedabad – 382 421. Gujarat, India. Phone No.: +91 79 2656 5555 Fax No.: +91 79 2555 5500 Website: www.adanienterprises.com Email Id: [email protected] CIN: L51100GJ1993PLC019067

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]

Dear Members,

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, 11/2022 dated 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 (“ SS2 ”) 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 Enterprises Limited (“AEL” 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 CS Chirag Shah, Practicing Company Secretary (Membership No. FCS: 5545; CP No: 3498), failing of him Mr. Raimeen Maradiya (Membership No.: FCS: 11283; CP No.: 17554) to act 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 Wednesday, 15[th] October, 2025 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 MUFG Intime India Private Limited (formerly, 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 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 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 proposed resolution is restricted

to the 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 only to results of the Postal Ballot along with the

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Adani Enterprises Limited

Scrutinizer's Report will also be displayed on the website of the Company at www.adanienterprises.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 resolutions, 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. Wednesday, 15[th] October, 2025.

SPECIAL BUSINESS:

1. Material modification in an approved material related party transaction(s).

To consider and, if thought fit, approve a material modification in a material related party transaction(s) which was approved earlier and was entered into by the Company during the financial year 2025-26 and to pass, with or without modification(s), the following resolution as an Ordinary Resolution :

“ RESOLVED THAT pursuant to the 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 / or continuing with existing contracts / arrangements / transactions or modification(s) of earlier / arrangements / transactions or as fresh and independent transaction(s) or otherwise (whether individually or series of transaction(s) taken together or otherwise), with Adani Infra (India) Limited , a related party of the Company of the Company, during the

financial year 2025-26 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 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”.

2. To consider, and, if thought fit, to approve the appointment of Mr. Bharat Kanaiyalal Sheth (DIN: 00022102) as an Independent Director of the Company for a period of 3 (three) years w.e.f. August 9, 2025 and to pass, with or without modification(s), the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and any other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) and the Rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the Act and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI Listing Regulations”), the Articles of Association of the Company and pursuant to the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors, Mr. Bharat Kanaiyalal Sheth (DIN: 00022102) who was appointed as an Additional and Independent Director of the Company under Section 161 of the Act and has submitted a declaration that he meets the criteria of independence under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and in respect of whom the

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Adani Enterprises Limited

Company has received a notice in writing from a member proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company to hold office for 3 (three) years with effect from August 9, 2025 and he shall not be liable to retirement by rotation.

RESOLVED FURTHER THAT the Board of Directors and/ or a duly constituted Committee thereof and/ or the Key Managerial Personnel of the Company be and are hereby severally authorized to settle any question, difficulty or doubt, that may arise in giving effect to this resolution and to do all such acts, deeds, matters and things as may be considered necessary or expedient for giving effect to this resolution, inter-alia, filings of required forms / documents with the Ministry of Corporate Affairs and Stock Exchanges and / or other

authorities as may be required to give effect to this resolution.”

By order of the Board For Adani Enterprises Limited

Jatin Jalundhwala

Company Secretary & Joint President (Legal) Membership No.: FCS 3064

Place: Ahmedabad Date: August 9, 2025

Regd. Office:

Adani Corporate House, Shantigram, Near Vaishno Devi Circle, Khodiyar, Ahmedabad – 382 421, Gujarat, India. CIN: L51100GJ1993PLC019067

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, 12[th] September, 2025 (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, MUFG Intime India Private Limited (formerly, 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.

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

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Adani Enterprises Limited

Company’s RTA, MUFG Intime India Private Limited, by clicking the link: https://linkintime.co.in/emailreg/email_regis ter.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 on Friday, 12[th] September, 2025 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.
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, 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 Tuesday, 16[th] September, 2025 (9.00 a.m. IST) and ends on Wednesday, 15[th] October, 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 Wednesday, 15[th] October, 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.adanienterprises.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 Tuesday, 16[th] September, 2025 (9.00 a.m. IST) and ends on Wednesday, 15[th] October, 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, 12[th] September, 2025 may cast their

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Adani Enterprises Limited

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.
(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	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
		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

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

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Adani Enterprises Limited

	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 mhome 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.			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) 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 3) 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
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-

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Adani Enterprises Limited Registered Office: Adani Corporate House, Shantigram, Near Vaishno Devi Circle, S G Highway, Khodiyar, Ahmedabad – 382 421. Gujarat, India. Phone No.: +91 79 2656 5555 Fax No.: +91 79 2555 5500 Website: www.adanienterprises.com Email Id: [email protected] CIN: L51100GJ1993PLC019067

		‘Shareholder/Member’	Helpdesk for Individual Shareholders holding	Helpdesk for Individual Shareholders holding	Helpdesk for Individual Shareholders holding
		section. A new screen	securities in demat mode for any technical
		will open. You will	issues related to login through Depository i.e.
		have to enter your	CDSL and NSDL
		User ID (i.e. your
		sixteen digit demat		Login type Helpdesk details
		account number hold		Individual Members facing any technical
		with NSDL),		Shareholder issue in login can contact
		Password/OTP and a		s	holding CDSL helpdesk by sending a
		Verification Code as		securities in request at
		shown on the screen.		Demat [email protected]
		After successful		mode with om or contact at toll free no.
		authentication, you		CDSL 1800 21 09911
		will be redirected to		Individual Members facing any technical
		NSDL Depository site		Shareholder issue in login can contact
		wherein you can see		s	holding NSDL helpdesk by sending a
		e-voting page. Click		securities in request at [email protected]
		on company name or		Demat or call at : 022 - 4886 7000
		e-voting service		mode with and 022 - 2499 7000
		provider name and		NSDL
		you will be redirected
		to e-voting service	Step 2: Access through CDSL e-voting
		provider website for			system in case of shareholders
		casting your vote			holding shares in physical mode and
		during the remote			non-individual shareholders in demat
		e-voting period.			mode.
	Individual	You can also login using
	Shareholders	the login credentials of	(ii)		Login method for Remote e-voting for
	(holding	your demat account			Physical shareholders and shareholders
	securities in	through your Depository			other than individual holding in Demat
	demat mode)	Participant registered			form.
	login through	with NSDL/CDSL for
	their	e-voting facility. After			1) The shareholders should log on to the e-
	Depository	Successful login, you will			voting websitewww.evotingindia.com.
	Participants	be able to see e-voting
	(DP)	option. Once you click on			2) Click on “Shareholders” module.
		e-voting option, you will
		be redirected to			3) Now enter your User ID
		NSDL/CDSL Depository
		site after successful			a. For CDSL: 16 digits beneficiary ID,
		authentication, wherein			b. For NSDL: 8 Character DP ID
		you can see e-voting			followed by 8 Digits Client ID,
		feature. Click on company			c. Shareholders holding shares in
		name or e-voting service			Physical Form should enter Folio
		provider name and you			Number registered with the
		will be redirected to			Company.
		e-voting service provider
		website for casting your			4) Next enter the Image Verification as
		vote during the remote			displayed and Click on Login.
		e-voting period.
Important note:Members who are unable to					5) If you are holding shares in demat form
retrieve User ID/Password are advised to use					and had logged on to
Forget User ID and Forget Password option					www.evotingindia.comand voted on an
available at abovementioned website.					earlier e-voting of any company, then

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 www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

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Adani Enterprises Limited

	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 member id / folio number in the Dividend Bank details field.

(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 250911022 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

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Adani Enterprises Limited

  - 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; [email protected] and [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.

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Contact Details:

Company:

Adani Enterprises Limited Regd. Office: “Adani Corporate House”, Shantigram, Nr. Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad-382 421, Gujarat, India CIN: L51100GJ1993PLC019067 E-mail ID: [email protected]

Registrar and Transfer Agent:

MUFG Intime India Private Limited (formerly Known as Link Intime India Private Limited) 5th Floor, 506-508, Amarnath Business Centre – 1 (ABC1), Beside Gala Business Centre, Off C. G. Road, Ellisbridge, Ahmedabad – 380 006 Phone & Fax: +91-79-26465179 Website: www.in.mpms.mufg.com

e-Voting Agency:

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

Scrutinizer:

CS Chirag Shah or CS Raimeen Maradiya M/s Chirag Shah & Associates Practising Company Secretary E-mail ID: [email protected]

Encl.: As Above

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Adani Enterprises 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 materiality thresholds as mentioned above. Companies Act, 2013 (“ the Act ”), Secretarial Accordingly, as per the SEBI Listing Regulations, Standard on General Meetings (“SS-2”) and the prior approval of the Members is being sought Securities and Exchange Board of India (Listing for such arrangements / transactions proposed Obligations and Disclosure Requirements) to be undertaken by the Company, either directly Regulations, 2015 (“ SEBI Listing Regulations ”), or along with its subsidiary(ies). All the said the following statement sets out the material transactions shall be in the ordinary course of facts relating to Agenda items as set out in this business of the Company and on an arm’s length Notice. basis.

materiality thresholds as mentioned above. Accordingly, as per the SEBI Listing Regulations, prior approval of the Members is being sought for such arrangements / transactions proposed to be undertaken by the Company, either directly or along with its subsidiary(ies). All the said transactions shall be in the ordinary course of business of the Company and on an arm’s length basis.

Item No. 1: To approve material modification in an approved material related party transaction(s)

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 material modifications in the material related party transaction(s) as approved earlier, while noting that such transactions shall be on arm’s length basis and in the ordinary course of business and are in accordance with Related Party Transactions Policy of the Company.

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 1st 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.

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 the resolution.

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.

Information required under Regulation 23 of SEBI Listing Regulations read with SEBI circular dated 11[th] November, 2024 is provided as Annexure A .

Mr. Gautam S. Adani, Mr. Rajesh S. Adani and Mr. Pranav V. Adani and their relatives are deemed to be concerned or interested in these resolutions. None of the other Directors or key managerial personnel of the Company or their relatives is, in anyway, concerned or interested, financially or otherwise, in the proposed resolutions as set out in Item no. 1 of this Notice.

The Company has taken approval for related party transaction for an aggregate amount up to Rs. 6,000 Crores with AIIL, at the Annual General Meeting of the Company held on 24[th] June, 2025.

The Board of Directors recommend the said resolutions, as set out in item no. 1 of this Notice, for approval by the Members of the Company.

During the financial year 2025-26, the Company, proposes to increase value of these related party transaction(s) with AIIL as mentioned in item no. 1, details of the which are given in the explanatory statement, as per agreed terms and conditions, and the aggregate value of such transaction(s), is crossing the applicable

Item No. 2: The appointment of Mr. Bharat Kanaiyalal Sheth (DIN: 00022102) as an Independent Director of the Company for a period of 3 (three) years w.e.f. August 9, 2025

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Adani Enterprises Limited

Based on the recommendations of the Nomination and Remuneration Committee (the “NRC”), the Board of Directors has appointed Mr. Bharat Kanaiyalal Sheth (DIN: 00022102) as an Additional and Independent Director of the Company under Section 161 of the Companies Act, 2013 (the “Act”) read with applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”) and Articles of Association of the Company with effect from August 9, 2025 for a first term of 3 (three) consecutive years, subject to the approval of Members of the Company. In accordance with the provisions of Section 149 read with Schedule IV to the Act, appointment of Independent Directors requires the approval of the members of the Company. Further, in terms of amendment in the Listing Regulations effective from January 1, 2022, a listed entity shall ensure that approval of Shareholders for appointment of a person in the Board of Directors is taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier. Therefore, a resolution for the appointment of Mr. Bharat Kanaiyalal Sheth has been proposed for the necessary approval of the Members of the Company. The Company has received a Notice under Section 160 of the Act from a Member in writing proposing the candidature of Mr. Bharat Kanaiyalal Sheth for appointment as an Independent Director of the Company. Mr. Sheth (DIN: 00022102) has given a declaration to the Board that he meets the criteria of Independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. In the opinion of the Board, Mr. Sheth fulfils the conditions specified in the Act, Rules made thereunder and Listing Regulations for appointment as an Independent Director and he is independent of management. The Board recommends his appointment as an Independent Director for three (3) consecutive years with effect from August 9, 2025. Further, Mr. Sheth has confirmed that he is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge his duties as an Independent Director of the Company. Mr. Sheth has also confirmed that he is not debarred from holding the office of a Director by virtue of any Order passed by SEBI or any such authority. Mr. Sheth is not disqualified from being appointed as a Director in terms of Section 164 of the Act. Mr.

Sheth has confirmed that he is in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to his registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs (‘’IICA’’).

A brief profile of Mr. Sheth, the nature of his expertise in specific functional areas, disclosure of relationship between directors, inter-se, names of companies in which he holds directorship, committee memberships / chairmanships, his shareholding etc. are provided as Annexure B to this Notice.

A copy of the draft letter of appointment as an Independent Director stating the terms and conditions is available for inspection by Members at the Registered Office of the Company between 11.00 a.m. and 01.00 p.m. on all working days of the Company. As required under Regulation 36 of the SEBI Listing Regulations and Clause 1.2.5 of Secretarial Standard-2, other requisite information is annexed hereto and forms a part of this Notice.

Except Mr. Sheth and his relatives, to the extent of their shareholding interest, if any, in the Company, none of the other Directors, Key Managerial Personnel of the Company and their relatives are in any way concerned or interested, financially or otherwise, in the resolution set out in Item no. 2 in this Notice.

The Board recommends passing the Special Resolution as set out in Item no. 2 of this Notice, for approval by the Members of the Company.

By order of the Board For Adani Enterprises Limited

Jatin Jalundhwala Company Secretary & Joint President (Legal) Membership No.: FCS 3064

Place: Ahmedabad Date: 9[th] August, 2025

Regd. Office:

Adani Corporate House, Shantigram, Near Vaishno Devi Circle, Khodiyar, Ahmedabad – 382 421, Gujarat, India. CIN: L51100GJ1993PLC019067

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Adani Enterprises Limited

Annexure A

Information required under Regulation 23 of SEBI Listing Regulations read with SEBI circular dated 11[th] November, 2024

Item No. 1

Sr. No.	Particulars	Details
1	Name of the Related Party	Adani Infra(India)Limited(AIIL)
2	Type, material terms and particulars of theproposed transaction	Obtaining financial assistance in one or more tranches.
	Material terms and particulars of the proposed transaction	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 contract(s). Where market price is not available, alternative method including reimbursement of actual cost incurred or cost-plus mark-up as applicable and as determined by an independent consultingfirm will be considered.
3	Nature of Relationship with the Company including nature of its concern or interest(financial or otherwise)	AIIL is an entity over which controlling entity or KMP(s) has control or significant influence.
4	Tenure of the Proposed transaction	Duringthe financialyears 2025-26
5	Value of the proposed transaction (not to exceed)	Rs. 16,500 crore (in addition to already approved limit of Rs.6,000 crore for FY 2025-26 at Annual General Meeting on 24thJune 2025)
6	Value of RPT as % of Company’s audited consolidated annual turnover of Rs. 97,894.75 crore for the financialyear 2024-25	~16.85% (in addition to already approved ~6.13%)
	Value of RPT as % of related party’s audited consolidated annual turnover of for the financialyear 2024-25	Not Applicable
7	If the transaction relates to any loans, inter - corporate deposits, advances or investments made orgiven bythe listed entityor its subsidiary:
	a) Details of financial indebtedness Incurred	None
	b) Applicable terms, including covenants, tenure, interest rate and repayment schedule, whether secured or unsecured; if secured, the nature of security	Refer Note 1
	c) the purpose for which the funds will be utilized by the ultimate beneficiary of such funds pursuant to the related party transaction	Refer Note 1
8	Justification as to why the RPT is in the interest of the Company.	Refer Note 1

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Adani Enterprises Limited

Sr. No.	Particulars	Details
9	Copy of the valuation or other external party report, if any such report has been relied upon.	Not Applicable
10	Any other information relevant or important for the members to take a decision on theproposed transaction.	None
Note 1 : Obtaining Financial Assistance by the Company in one or more tranches

Adani Enterprises Limited (AEL) , as the flagship and incubator arm of the Adani Group, plays a pivotal role in nurturing and scaling new businesses across diverse sectors such as airports, data centers, green hydrogen ecosystem, roads and primary industry like copper and PVC plants. Majority of these businesses are under construction and development phase, which are capital intensive in nature and requires upfront investment. AEL ensures availability of capital for these businesses.

Over the last two financial years, AEL has spent ~Rs.53,500+ crores towards capital expenditure and investments in development of new businesses and projects. AEL expects to continue with similar and accelerated capex investment cycle over coming periods. To fund this growth plans, AEL keeps on evaluating specific equity and debt fund raise programs on need basis. In the meantime, it is essential to have credit facility tied with shareholder group entity to keep pace of incubation of projects.

For incubating new businesses, AEL may obtain financial assistance from external lenders as well as from other entities within the Adani Group, including from Adani Infra (India) Limited (AIIL). This financial support is aimed at enabling AEL and its subsidiaries to pursue growth initiatives, meet working capital requirements and fund general corporate purposes.

As of August 31, 2025, against the approved limit of ₹6,000 crore, AEL has already entered into various transactions of ~₹4,925 crore with AIIL, primarily for obtaining financial assistance, which has been utilised to meet capital expenditure requirements in incubating businesses and other general corporate purposes.

Advantage for AEL from this credit facility -

This infusion strengthens the balance sheet and reduces reliance on external capital.
Credit facility comes from a promoter group entity with fixed interest cost and is used in developing new businesses, which are expected to generate significant long-term returns for all the shareholders, including minority shareholders by enhancing enterprise value and improving return on equity.
The increased borrowing facility will allow AEL to access capital at short notice to pursue high-value projects and strategic investments.

Terms of credit facility -

The financial assistance will be unsecured, with a repayment period of five years from the date of original agreement with flexibility of extending period by mutual agreement.
AEL would retain flexibility and right to prepay this facility without incurring any penalties.
• Interest on such financial assistance is benchmarked to prevailing market rates for unsecured facilities for similar credit profile borrowers.
AEL has set up this credit line from AIIL over the last three financial years, which has been reviewed and approved by Audit Committee and Shareholders in all three financial years.

This transaction is in the ordinary course of business and conducted on an arm’s length basis.

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Adani Enterprises Limited

Item No.: 2: Details of Directors seeking appointment / re-appointment pursuant to Regulation 36(3) of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 and Secretarial Standards

Name of Director and DIN	00022102
Age/Date of birth	18 January1958
Nationality	Indian
No. of shares held including shareholding as beneficial owner	NA
Qualification	Bachelor of Science(Economics)
Brief profile and nature of expertise in specific functional areas	Mr. Bharat Sheth is Deputy Chairman & Managing Director of The Great Eastern Shipping Company Limited, India’s premier shipping company. Born in 1958, in India's first family of shipping entrepreneurs, Mr. Sheth formally joined the industry in 1981, just after obtaining his Bachelor of Science (Economics) with honours from St Andrews University, Scotland. In the initial years of his career, he worked in The Great Eastern Shipping Company gaining hands on experience of the business aspects of shipping. He was inducted onto the Company’s Board as an Executive Director in 1989 and became Managing Director of the Company in 1999. In August 2005, he was appointed Deputy Chairman & Managing Director. He is also the Chairman of Greatship (India) Ltd., a wholly owned subsidiary of The Great Eastern Shipping, which operates in the oil field services business and is the largest such Company in India. Mr. Sheth was inducted on the Board of Directors of North of England P&I Association Ltd in October 2005 and on the Board of Steamship Mutual Association (Bermuda) Limited in February 2006. He is also on the board of Indian National Shipowners Association and International Tanker Owners Pollution Federation Limited.
Date of first appointment on the Board	August 9,2025
Terms and conditions of appointment	Appointment for a first term of 3 (three) consecutive years commencing from August 9, 2025 and shall not be liable to retirement by rotation
Remuneration last drawn (FY 2024-25) (per annum)	Not Applicable
Details of remuneration sought to bepaid	Not Applicable
Relationship with other Directors, Manager and None other Key Managerial Personnel of the Company	No relationship with other Directors
Other Directorship	• The Great Eastern Shipping Company Limited • Adani Ports and Special Economic Zone Limited • Greatship (India) Limited • Indian National Shipowners Association • Northstandard Limited • SteamshipMutual Underwriters Association

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Adani Enterprises Limited

Chairmanship/ Membership of the Committees of The Great Eastern Shipping Company Limited other Companies in which position of Director is Stakeholder Committee (Member) held Resignations, if any, from listed entities (in India) Nil in past three years Details of Board/ Committee Meetings attended Not Applicable during the year Information as required pursuant to BSE circular Mr. Bharat Sheth is not debarred from holding the ref no. LIST/ COMP/ 14/ 2018-19 and the National office of director pursuant to any SEBI order or Stock Exchange of India Limited with ref no. NSE/ any other authority CML/2018/24, dated June 20, 2018.

AI assistant

Adani Enterprises Ltd. Proxy Solicitation & Information Statement 2025

61303_rns_2025-09-15_053767ee-f2e7-4586-ac5e-98ec1cd86dfc.pdf

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

Adani Enterprises Limited

NOTICE OF POSTAL BALLOT

Adani Enterprises Limited

SPECIAL BUSINESS:

Adani Enterprises Limited

Regd. Office:

NOTES:

Adani Enterprises Limited

General information and instructions relating to e-voting:

Adani Enterprises Limited

THE INSTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING:

Adani Enterprises Limited

Adani Enterprises Limited

Adani Enterprises Limited

Contact Details:

Company:

Registrar and Transfer Agent:

e-Voting Agency:

Scrutinizer:

Encl.: As Above

Adani Enterprises Limited

ANNEXURE TO NOTICE

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

Item No. 1: To approve material modification in an approved material related party transaction(s)

Adani Enterprises Limited

Regd. Office:

Adani Enterprises Limited

Annexure A

Item No. 1

Adani Enterprises Limited

Advantage for AEL from this credit facility -

Terms of credit facility -

Adani Enterprises Limited

Adani Enterprises Limited

AI assistant

Adani Enterprises Ltd. — Proxy Solicitation & Information Statement 2025

61303_rns_2025-09-15_053767ee-f2e7-4586-ac5e-98ec1cd86dfc.pdf

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

Adani Enterprises Limited

NOTICE OF POSTAL BALLOT

Adani Enterprises Limited

SPECIAL BUSINESS:

Adani Enterprises Limited

Regd. Office:

NOTES:

Adani Enterprises Limited

General information and instructions relating to e-voting:

Adani Enterprises Limited

THE INSTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING:

Adani Enterprises Limited

Adani Enterprises Limited

Adani Enterprises Limited

Contact Details:

Company:

Registrar and Transfer Agent:

e-Voting Agency:

Scrutinizer:

Encl.: As Above

Adani Enterprises Limited

ANNEXURE TO NOTICE

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

Item No. 1: To approve material modification in an approved material related party transaction(s)

Adani Enterprises Limited

Regd. Office:

Adani Enterprises Limited

Annexure A

Item No. 1

Adani Enterprises Limited

Advantage for AEL from this credit facility -

Terms of credit facility -

Adani Enterprises Limited

Adani Enterprises Limited

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Adani Enterprises Ltd. Proxy Solicitation & Information Statement 2025