Adani Power Limited — Proxy Solicitation & Information Statement 2025

Nov 27, 2025

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November 27, 2025

BSE Limited , Floor 25, PJ Towers, Dalal Street, Mumbai – 400 001

Scrip Code: 533096

National Stock Exchange of India Limited , Exchange Plaza, Bandra Kurla Complex, Bandra (E), Mumbai - 400 051. Scrip Code: ADANIPOWER

Dear Sir/Madam,

Sub.: Intimation under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) - Notice of Postal Ballot

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Pursuant to Regulation 30 of the SEBI Listing Regulations, please find enclosed herewith a copy of the Postal Ballot Notice dated November 21, 2025, together with the Explanatory Statement thereto, seeking consent of the Members of Adani Power Limited (“ Company ”), on the following items of special business:

Sr. No.	Particulars	Type of Resolution
1.	To approve material modification(s) to material related party transaction(s) which were approved earlier and proposed to be entered into bythe Company	Ordinary Resolution
2.	To approve the appointment of Mr. Narendra Nath Misra (DIN: 00575501) as an Independent Director of the Company for a period of three (3) years w.e.f. December 4,2025	Special Resolution

In compliance with the relevant circulars issued by the Ministry of Corporate Affairs from time to time, the Postal Ballot Notice is being sent by electronic mode only to those Members whose names appear in the Register of Members / List of Beneficial Owners and whose e-mail addresses are registered with the Registrar and Share Transfer Agent of the Company i.e. M/s. KFin Technologies Private Limited and the Depositories viz., National Securities Depository Limited (“ NSDL ”) and Central Depository Services (India) Limited (“ CDSL ”) as on the cut-off date i.e. Friday, November 21, 2025.

The Company has engaged the services of CDSL for facilitating remote e- voting to enable the Members to cast their votes electronically. The remote e-

Adani Power Limited Tel +91 79 2656 7555 “Adani Corporate House” Fax +91 79 2555 7177 Shantigram, Near Vaishno Devi Circle, info@adani.com S. G. Highway, Khodiyar, www.adanipower.com Ahmedabad-382421, Gujarat India CIN: L40100GJ1996PLC030533

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

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voting on the resolution set out in the Postal Ballot Notice shall commence on Saturday, November 29, 2025 at 9:00 A.M. (IST) and shall end on Sunday, December 28, 2025 at 5:00 P.M. (IST).

The Postal Ballot Notice is also being uploaded on the Company’s website at www.adanipower.com. The results of the Postal Ballot will be uploaded on the Stock Exchanges within two (2) working days from the conclusion of Postal Ballot and will also be placed on the websites of the Company, as mentioned earlier and on the website of CDSL at https://www.evotingindia.com.

This intimation is also being uploaded on the Company’s website www.adanipower.com in terms of Regulation 30 of the SEBI Listing Regulations.

We request you to take the above on your record.

Thanking you,

For Adani Power Limited

DEEPAK Digitally signed by DEEPAK SANATKUM SANATKUMAR PANDYA AR PANDYA Date: 2025.11.27 11:49:11 +05'30'

Deepak S Pandya Company Secretary

Enclosed: As above

Adani Power Limited “Adani Corporate House” Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad-382421, Gujarat India CIN: L40100GJ1996PLC030533

Tel +91 79 2656 7555 Fax +91 79 2555 7177 info@adani.com www.adanipower.com

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

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ADANI POWER LIMITED

(CIN: L40100GJ1996PLC030533)

Registered office: “Adani Corporate House”, Shantigram, Near Vaishno Devi Circle, S.G. Highway, Khodiyar, Ahmedabad – 382 421, Gujarat (India). Phone No.: +91-79-26567555 Email: deepak.pandya@adani.com Website: www.adanipower.com

NOTICE OF POSTAL BALLOT

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

To, The Members, Adani Power Limited

NOTICE is hereby given that pursuant to the provisions of Sections 110 and 108 and all other applicable provisions, if any, of Companies Act, 2013 (the “Act” ), read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (the “Rules” ), Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (the “SS-2” ), Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI Listing Regulations” ) including any statutory modification(s), substitution(s) or re-enactment(s) thereof for the time being in force and General Circular dated 19[th] September 2024 issued by the Ministry of Corporate Affairs (the “MCA” ) read along with other connected circulars issued from time to time in this regard (the “MCA Circulars” ) and any other applicable law, rules and regulations, the item(s) of special business as set out in this Notice is / are proposed for consideration by the Members of Adani Power Limited (the “Company” ) for approval by means of Postal Ballot through voting by electronic means (”remote e-voting” or “e-voting” ) only.

The proposed resolutions and the Explanatory Statement(s) 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.

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 resolutions 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.

Pursuant to Rule 22(5) of the Rules, the Board of Directors of the Company has appointed Mr. Chirag Shah, (Membership No.: FCS: 5545; CP No.: 3498) or failing him Mr. Raimeen Maradiya (Membership No.: FCS 11283, CP No.: 17554), Partners of M/s. Chirag Shah and Associates, Practicing Company Secretaries, as 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 resolutions through the e-voting process not later than 5:00 p.m. (IST) on Sunday, 28[th] December 2025, failing which it will

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be considered that no reply has been received from the Member.

The Company has engaged the services of Central Depository Services (India) Limited (hereinafter referred to as “CDSL” or “Service Provider” ) for facilitating e-voting to enable the Members to cast their votes electronically instead of dispatching postal ballot forms. In accordance with the MCA Circulars, the Company has made necessary arrangements with M/s. KFin Technologies 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 email 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 the conclusion of the e-voting period to the stock exchanges in accordance with the SEBI Listing Regulations.

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 www.adanipower.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. Sunday, 28[th] December 2025.

SPECIAL BUSINESS:

1. TO CONSIDER, AND, IF THOUGHT FIT, TO APPROVE MATERIAL MODIFICATION(S) TO MATERIAL RELATED PARTY TRANSACTION(S) WHICH WERE APPROVED EARLIER AND PROPOSED TO BE ENTERED INTO BY THE COMPANY 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, and based on the prior approval of the Audit Committee, the consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company (the “Board”, which term shall be deemed to include any duly authorised Committee constituted/empowered by the Board, from time to time, to exercise its powers conferred by this resolution), to continue with the existing arrangements/transactions and/ or to enter into and/or to execute new arrangements/transactions or otherwise (whether by way of an individual transaction or a series of transactions taken together or otherwise) by approving enhancement in the aggregate value of material related party transaction(s), proposed to be entered into with Powerpulse Trading Solutions Limited (“PTSL”) , a related party of the Company, as per the details set out in the Explanatory Statement pursuant to Section 102 and other provisions of the Act read with related rules, 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 severally authorized 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 and 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. NARENDRA NATH MISRA (DIN: 00575501) AS AN INDEPENDENT DIRECTOR OF THE COMPANY FOR A PERIOD OF THREE (3) YEARS W.E.F. 4[TH] DECEMBER 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. Narendra Nath Misra (DIN: 00575501) 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 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 three (3) years with effect from 4[th] December, 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.

Registered Office:

“Adani Corporate House”, Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad – 382 421. Gujarat, India. CIN: L40100GJ1996PLC030533

By order of the Board For, Adani Power Limited

Deepak S Pandya Company Secretary Membership No.: FCS 5002

Place: Ahmedabad Date: 21[st] November 2025

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NOTES:

1. The Explanatory Statement pursuant to Section 102 read with Section 110 and other applicable provisions, if any of the Act read with the rules framed thereunder concerning the 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, 21[st] November 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, M/s. K Fin Technologies Private Limited, Registrar and Share Transfer Agent ( “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 purpose only.

General information relating to e-voting:

• (i) The voting period begins from 9.00 a.m. (IST) on Saturday, 29[th] November 2025 and ends at 5.00 p.m. (IST) on Sunday, 28[th] December 2025. During this period, the shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date viz. Friday, 21[st] November 2025 , 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/PoD2/CIR/P/0155 dated 11[th] November, 2024, and under Regulation 44 of the SEBI Listing Regulations, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and E- mail ID in their demat accounts in order to access e- voting facility.

• (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 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 purpose 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

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through the e-voting system only.

1. In compliance with the provisions of Section 108 and 110 of the Act read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the SEBI Listing Regulations and Secretarial Standard (SS-2) issued by the Institute of Company Secretaries of India on General Meetings, 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.

2. In light of the MCA Circulars, Members who have not registered their e-mail addresses and in consequence the e-voting notice could not be serviced, may temporarily get their e-mail address registered with the Company’s RTA, M/s. KFin Technologies Private Limited, by clicking the link: https://karisma.kfintech.com/emailreg

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 einward.ris@kfintech.com.

1. 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.

2. The e-voting rights of the shareholders / beneficiary owners shall be reckoned on the shares held by them as on Friday, 21[st] November 2025, being the Cut-off date for the purpose. The shareholders of the Company holding shares either in dematerialized or in physical form, as on the Cut-off date, can cast their vote electronically.

3. 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 holder(s), only such joint holder(s) who is higher in the order of names will be entitled to vote.

4. A member cannot exercise his/ her vote through proxy on the 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 email to info@chiragshahassociates.com with a copy marked to helpdesk.evoting@cdslindia.com.

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

6. Postal Ballot (e-voting) commences from 9.00 a.m. (IST) on Saturday, 29[th] November 2025 and ends at 5.00 p.m. (IST) on Sunday, 28[th] December 2025. At the

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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.

• 11.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 Sunday, 28[th] December 2025. The resolutions 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.adanipower.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 (“CDSL”) 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 deepak.pandya@adani.com.

• 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 Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated 11[th] November, 2024, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-voting facility.

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

Type of shareholders	Login Method
Individual shareholders holding securities in	1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. The option will be made available to reach e-voting page without any further authentication. The users to login to Easi/Easiest are requested

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Demat mode to visit CDSL website www.cdslindia.com and click on Login icon
with CDSL & New System Myeasi Tab.
Depository
2) After successful login, the Easi / Easiest user will be able to see
the e-voting option for eligible companies where the e-voting is
in progress as per the information provided by the Company. On
clicking the e-voting option, the user will be able to see e- voting
page of the e-voting service provider for casting his/her vote
during the remote e-voting period 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 e-
voting link available on www.cdslindia.com home page. The
system will authenticate the user by sending OTP on the
registered Mobile & E-mail ID as recorded in the Demat Account.
After successful authentication, user will be able to see the e-
voting option where the e-voting is in progress and will also be
able to directly access the system of all e-Voting Service
Providers.
Individual 1) If you are already registered for NSDL IDeAS facility, please visit
shareholders the e-services website of NSDL. Open web browser by typing the
holding following URL: https://eservices.nsdl.com either on a Personal
securities in Computer or on a mobile. Once the home page of E-services is
demat mode launched, click on the “Beneficial Owner” icon under “Login”
with NSDL which is available under ‘IDeAS’ section. A new screen will open.
Depository You will have to enter your User ID and Password. After
successful authentication, you will be able to see e-voting
services. Click on “Access to E-voting” under e-voting services
and you will be able to see e-voting page. Click on the company
name or e- voting service provider name and you will be re-
directed to e-voting service provider website for casting your
vote during the remote e-voting period.
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 clickat
https://eservices.nsdl.com/SecureWeb/IdeasDirect Reg.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
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	4)	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 held with NSDL), Password/OTP and a verification code as shown on the screen. After successful authentication, you will be redirected to NSDL website wherein you can see e-voting page. Click on the company name or e- voting service provider name and you will be redirected to e- voting service provider website for casting your vote during the remote e-voting period. For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. 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 nameand you will be re-directed toe-Voting service provider websitefor casting your vote during the remote e-Voting period or joining virtual meeting& votingduringthe meeting.
Individual shareholders (holding securities in demat mode), who wish to login through their Depository Participants (DP)	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-voting facility. After successful login, you will be able to see e-voting option. Once you click on e-voting option, you will be redirected to NSDL/CDSL website after successful authentication, wherein you can see e- voting feature. Click on the company name or e-voting service provider name and you will be redirected to e-voting service provider website for casting your vote during the remote e-voting period.

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

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

**Login type **	Helpdesk details
Individual Shareholders holding securities in Demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 21 09911
Individual Shareholders holding securities in Demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 022 - 4886 7000 and 022 - 2499 7000

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

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

• The shareholders should log on to the e-voting website www.evotingindia.com.

• Click on “Shareholders” module.

• 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.

• Next enter the image verification as displayed and click on Login.

• If you are holding shares in demat form and have logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

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

For Physical shareholders and other than individual shareholders holding shares in Demat Mode	For Physical shareholders and other than individual shareholders holding shares in Demat Mode
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/RTA/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Comapany Details OR Date of Birth (DOB)	Enter the Dividend Company 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 Company 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

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

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

• (vi) Click on the EVSN for the Company which is 251126002.

• (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 “ RESOLUTIONS 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 “ CANCE L” 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 demat account holder has forgotten the login password, then enter the User ID and the image verification code and click on Forgot Password and enter the details as prompted by the system.

• (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 e-voting only:

• Non-Individual shareholders (i.e. other than individuals, HUF, NRI etc.) and custodians are required to log on to www.evotingindia.com and register themselves in the “ Corporates ” module.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

• After receiving the login details, a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login will be mapped automatically and

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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 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 info@chiragshahassociates.com and to the Company at the e-mail address viz; deepak.pandya@adani.com, 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 nos. are not registered with the company/depositories.

• For Physical shareholders- Please provide necessary details like folio no., name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to RTA email id

• For Demat shareholders - Please update your e-mail id and mobile no. with your respective Depository Participant (DP).

• For Individual Demat shareholders – Please update your e-mail id and mobile no. with your respective DP which is mandatory while e-voting & joining virtual meetings through Depository.

In case you have any queries or issues regarding e-voting from the CDSL e-voting system, you can write an email to helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 21 09911.

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 helpdesk.evoting@cdslindia.com or call at toll free no. 1800 21 09911.

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Contact Details Company :Mr. Deepak S Pandya Company Secretary and Compliance Officer Adani Power Limited Regd. Office: “Adani Corporate House, Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad-382 421, Gujarat, India CIN: L40100GJ1996PLC030533 Email: deepak.pandya@adani.com Registrar and :M/s. KFin Technologies Limited Transfer Agent Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Serilingampally, Hyderabad– 500 032. Tel.: +91-40-67161526 Fax: +91-40-23001153 E-mail: einward.ris@kfintech.com Website: www.kfintech.com E-Voting Agency :Central Depository Services (India) Limited Email: helpdesk.evoting@cdslindia.com Phone: 1800 21 09911 Scrutinizer :CS Chirag Shah or failing him CS Raimeen Maradiya Practicing Company Secretary Email: info@chiragshahassociates.com		Contact Details
		Mr. Deepak S Pandya Company Secretary and Compliance Officer Adani Power Limited Regd. Office: “Adani Corporate House, Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad-382 421, Gujarat, India CIN: L40100GJ1996PLC030533 Email: deepak.pandya@adani.com
		Central Depository Services (India) Limited Email: helpdesk.evoting@cdslindia.com Phone: 1800 21 09911
		CS Chirag Shah or failing him CS Raimeen Maradiya Practicing Company Secretary Email: info@chiragshahassociates.com

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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 postal ballot notice ( “Notice”) :

Item No. 1:

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 April 1, 2022, mandates prior approval of members by means of an ordinary resolution for all material related party transactions (“ RPTs ”) 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 April 1, 2022, a transaction with a related party shall be considered as material if the transaction(s) to be entered into, individually or taken together with previous transactions during a financial year, 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.

The Company had, vide resolution no. 6 of the AGM Notice dated May 31, 2025, inter alia, obtained an approval of the Members for proposed material RPTs between Adani Power Limited, (“APL”) and Powerpulse Trading Solutions Limited (“PTSL”) , a related party, for Rs 8,220 crore for the financial year 2025-26.

APL and PTSL have done transactions of Rs. 5,029 crore till September 30, 2025. Considering the recent business projections, it is proposed to approve an additional amount of Rs 4,500 crore for FY 2025-26 due to estimated increase in volume and rate for supply of power in merchant market through PTSL. The Audit Committee of the Company, on the basis of relevant details provided by the management as required by the applicable laws and in terms of SEBI Circular dated June 26, 2025 on Industry Standards on “Minimum information to be provided to the Audit Committee and Shareholders for approval of Related Party Transactions” (“ RPT Industry Standards” ), which is effective from September 1, 2025, has reviewed and approved the additional amount of Rs 4,500 crore on October 29, 2025, subject to approval of the Members. While according its approval, the Audit Committee noted that transaction(s) are on arms’ length basis and in the ordinary course of business of the Company. The Audit Committee has also reviewed the certificates provided by the Chief Executive Officer and Chief Financial Officer of the Company, as required under the RPT Industry Standards.

Accordingly, as per the SEBI Listing Regulations, prior approval of the Members is being sought for enhanced limits. The said transaction(s) would be in the ordinary course of business and on an arm’s length basis and within the overall criteria as earlier approved by the Members of the Company.

Pursuant to the SEBI Circular dated June 26, 2025 the Minimum Information relating

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to the proposed related party transaction(s) is provided herewith:

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Sr. Information provided by the
Particulars of the information
No. management
Information as placed before the Audit
Committee in the format as specified in the Refer below table titled as
a
RPT Industry Standards, to the extent “Annexure – A”
applicable
In order to sell power in merchant
market through energy exchanges
and under bilateral agreements,
APL proposes to sell power to
PTSL, being the holder of power
trading license. Since PTSL holds
trading license and is an active
participant on the energy
exchanges, APL proposes to sell
power through PTSL on energy
exchanges. The sale of power to
PTSL shall be done at market
discovered price. PTSL will charge
nominal trading margin for traded
Justification as to why the proposed
quantum which is within the range
transaction is in the interest of the listed
b provided under Central Electricity
entity, basis for determination of price and
Regulatory Commission (CERC)
other material terms and conditions of RPT
regulation. Moreover, PTSL
already provides similar trading
services to APL and its
subsidiaries, hence PTSL’s
familiarity with group-level
operations will ensures seamless
coordination, faster execution and
regulatory compliance.
Since the margin charged by PTSL
is within the range provided under
CERC regulation, the transaction
is on arm's length basis and in
ordinary course of business.
Disclosure of the fact that the Audit
The Audit Committee has
Committee has reviewed the certificates
reviewed the certificates issued by
provided by the CEO/Managing Director/
c the CEO and CFO of the Company,
Whole Time Director/ Manager and CFO of
as required under the RPT Industry
the Listed Entity as required under the RPT
Standards
Industry Standards
Disclosure that the material RPT or any The material modification (ie
material modification thereto has been enhanced limits) of material RPT
approved by the Audit Committee and the has been approved by the Audit
d
Board of Directors recommends the Committee, and the Board of
proposed transaction to the shareholders Directors recommend the
for approval proposed transaction(s) to the
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Members for approval.
Web-link and QR Code, through which
shareholders can access the valuation
report or other reports of external party, if
e Not Applicable
any, considered by Audit Committee while
approving the
RPT
Affirmation that the Audit Committee and We affirm that the Audit
Board of Directors, while providing Committee and Board of Directors,
information to the shareholders, have while providing information to the
redacted the commercial secrets and such Members, have redacted only
other information that would affect commercially sensitive
f
competitive position of listed entity and in information, and all necessary
its assessment, the redacted disclosures information for informed
still provide all the necessary information shareholder decision-making has
to the public shareholders for informed been provided. Refer below table
decision making titled as “Annexure – A”.
No other information is
g Any other information that may be relevant
considered relevant.
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Annexure – A

Pursuant to the SEBI Circular dated June 26, 2025 the Minimum Information relating to the proposed related party transaction(s) is provided herewith:

Sr no	Particulars of the information	Information provided by the management
	Name of the Company / Subsidiary entering into transaction	Adani Power Limited (APL)
A	Details of related party transactions
A (1)	Basic details of the related party
1	Name of the related party	Powerpulse Trading Solutions Limited (PTSL)
2	Country of incorporation of the related party	India
3	Nature of business of the related party	PTSL is primarily engaged in the business of trading of power. The Central Electricity Regulatory Commission (CERC) has granted Category "I" certificate to PTSL for the purpose of power trading. PTSL buys electricity from power

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Sr Information provided by the
Particulars of the information
no management
producers (such as APL) and sells
it to distribution companies
(DISCOMs) and large consumers.
A Relationship and ownership of the related
(2) party
Relationship between the listed PTSL is a subsidiary of Adani
entity/subsidiary (in case of transaction Energy Solutions Limited (AESL),
involving the subsidiary) and the related a listed entity of Adani portfolio of
party — including nature of its concern companies.
(financial or otherwise) and the following:
APL and PTSL are entities over
which one or more Key
1 Management Personnel (“KMP”)
or their relatives have significant
influence / control / joint control;
entities having significant
influence over the Company have
significant influence / control /
joint control over PTSL through
voting power or otherwise.
(A) Shareholding of the listed entity/ The promoters and promoter
subsidiary (in case of transaction group of APL indirectly hold
involving the subsidiary), whether direct or substantial shareholding in PTSL.
indirect, in the related party.
(B) Where the related party is a
partnership firm or a sole proprietorship
concern or a body corporate without
share capital, then capital contribution, if Not Applicable
any, made by the listed entity/ subsidiary
(in case of transaction involving the
subsidiary).
(C) Shareholding of the related party,
whether direct or indirect, in the listed
entity/ subsidiary (in case of transaction PTSL has no shareholding in APL.
involving the subsidiary).
The promoters and promoter
Explanation: Indirect shareholding shall group of APL hold substantial
mean shareholding held through any shareholding indirectly in PTSL.
person, over which the listed
entity/Subsidiary/ related party has control.
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Sr Information provided by the
Particulars of the information
no management
While calculating indirect shareholding,
shareholding held by relatives shall also be
considered.
A Details of previous transactions with the
(3) related party
Total amount of all the transactions
undertaken by the listed entity or subsidiary
with the related party during the last
financial year.
1
Explanation: Details need to be disclosed
separately for listed entity and its
subsidiary.
FY 2024-25 (by listed entity) Rs. 2,265.27 crore
Purchase of Power Rs. 48.63 crore
Sale of Power Rs. 2,216.64 crore
Total amount of all the transactions
Purchase of Power: Rs. 330.89
undertaken by the listed entity or subsidiary
crore
with the related party in the current
2 Sale of Power: Rs. 4,697.73 crore
financial year up to the quarter (April 25 -
September 25) immediately preceding the
Total: Rs. 5,028.62 crore
quarter in which the approval is sought.
Any default, if any, made by a related party
concerning any obligation undertaken by it
under a transaction or arrangement
3 No
entered into with the listed entity or its
subsidiary during the last three financial
years.
A
Amount of the proposed transactions
(4)
Rs. 4,500 crore (Over and above
Amount of the proposed transactions being
the already approved limit of Rs.
1 placed for approval in the meeting of the
8,220 crore), thus aggregating to
Audit Committee/ shareholders.
Rs 12,720 crore
Whether the proposed transactions Yes, as the aggregate
taken together with the transactions transactions between APL and
2 undertaken with the related party during PTSL during FY 2025-26 would be
the current financial year would render the above the threshold of Rs. 1,000
proposed transaction a material RPT? crore, hence material.
Value of the proposed transactions as a
7.64% (for Rs. 4,500 crore)
3 percentage of the listed entity’s annual
21.59% (for Rs. 12,720 crore)
consolidated turnover for the immediately
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Sr Information provided by the
Particulars of the information
no management
preceding financial year
Value of the proposed transactions as a
percentage of subsidiary’s annual
standalone turnover for the immediately
4 preceding financial year (in case of a Not Applicable
transaction involving the subsidiary, and
where the listed entity is not a party to the
transaction)
Value of the proposed transactions as a
percentage of the related party's annual
consolidated turnover (if consolidated
106.18% (for Rs. 4,500 crore)
5 turnover is not available, calculation to be
300.16% (for Rs. 12,720 crore)
made on standalone turnover of related
party) for the immediately preceding
financial year, if available.
Financial performance of the related
party for the immediately preceding
financial year (FY2024-25)
6 Explanations:
The above information is to be given on
standalone basis. If standalone is
not available, provide on consolidated
basis
Revenue from power trading
Standalone Turnover
(gross): Rs. 4,237.76 crore
Standalone Profit After Tax Rs. 11.90 crore
Standalone Net Worth Rs. 91.88 crore
A
Basic details of the proposed transaction
(5)
Specific type of the proposed transaction
1 (e.g. sale of goods/services, purchase of Sale of Power
goods/services, giving loan, borrowing etc.)
APL proposes to sell power
through PTSL being holder of
trading license, on merchant basis
Details of each type of the proposed to energy exchanges and under
2
transaction bilateral agreements at market
discovered price, with nominal
trading margin
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Sr Information provided by the
Particulars of the information
no management
The additional amount of Rs
4,500 crore proposed for the
approval is the over and above Rs
8,220 crore, already approved by
the Members vide Resolution # 6
of AGM Notice dated May 31,
2025
Tenure of the proposed transaction (tenure
FY 2025-26
3 in number of years or months to be
specified)
4 Whether omnibus approval is being sought? Yes
FY 2025-26: Rs. 12,720 crore
(including Rs. 8,220 crore which
Value of the proposed transaction during a was approved in by the Members
financial year. vide Resolution # 6 of AGM
Notice dated May 31, 2025)
5 If the proposed transaction will be
executed over more than one financial
year, provide estimated break-up financial While the underlying contract is
year-wise. for multiple years, APL shall be
seeking fresh approval of
Members for each financial year.
In order to sell power in merchant
on energy exchanges and under
bilateral agreements, APL
propose to sell power to PTSL,
being the holder of power trading
license. The sale of power to PTSL
shall be done at market
Justification as to why the RPTs proposed
discovered price. PTSL will charge
6 to be entered into are in the interest of the
nominal trading margin
listed entity
for traded quantum
which is within the range
provided under Central Electricity
Regulatory Commission (CERC)
regulation. Both the parties with
mutual consent may consider
revision in the trading margin
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Sr Information provided by the
Particulars of the information
no management
within the range provided by
CERC, during the contract period
by seeking prior approval of the
Audit Committee. Moreover, PTSL
already provides similar trading
services to Adani Power and its
subsidiaries, and hence PTSL’s
familiarity with group-level
operations will ensures seamless
coordination, faster execution
and regulatory compliance.
Since, the margin charged by
PTSL is within the range provided
under CERC regulation, the
transaction is on arm's length
basis and in ordinary course of
business.
Details of the promoter(s)/ director(s) / key The promoters and promoter
managerial personnel of the listed entity group of APL are interested in the
who have interest in the transaction, transaction, as the promoters and
whether directly or indirectly. promoter group of APL indirectly
7
hold substantial shareholding in
Explanation: Indirect interest shall mean PTSL.
interest held through any person over
which an individual has control.
• Shri Gautam Shantilal Adani
a. Name of the director / KMP • Shri Rajesh Shantilal Adani
• Shri Anil Sardana
Shri Gautam Shantilal Adani and
b. Shareholding of the director / KMP, Shri Rajesh Shantilal Adani, on
whether direct or indirect, in the related behalf of the S. B Adani Family
party Trust, indirectly hold substantial
shareholding in PTSL.
A copy of the valuation or other external
8 party report, if any, shall be placed before Not Applicable
the Audit Committee.
Other information relevant for decision
9 No
making.
B Details for specific transactions
Sale, purchase or supply of goods or
B
services or any other similar business
(1)
transaction and trade advances
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Sr Information provided by the
Particulars of the information
no management
1 Bidding or other process, if any, applied for PTSL is the holder of power
choosing a party for sale, purchase or trading license. The margin
supply of goods or services. charged by PTSL for traded
quantum is within the range
provided under CERC regulation.
The margin charged is
comparable with the market.
2 Basis of determination of price. APL proposes to sell power
through the PTSL at a market
discovered price on energy
exchanges. Trading margin of
traded
quantum charged by PTSL is
within the range provided under
the Central Electricity Regulatory
Commission (CERC) regulation.
Accordingly, the transaction is on
arm's length basis and in ordinary
course of business.
3 In case of Trade advance (of upto 365 days
or such period for which such advances are
extended as per normal trade practice), if
any, proposed to be extended to the related
party in relation to the transaction, specify
the following:
a. Amount of Trade advance Not Applicable
b. Tenure Not Applicable
c. Whether same is self-liquidating? Not Applicable
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The Board of Directors recommend the said resolution, as set out in item no. 1 of this Notice, for your approval.

As per the SEBI Listing Regulations, all related parties of the Company, whether or not a party to the proposed transaction(s), shall abstain from voting in favour of the said resolution.

Mr. Gautam S. Adani, Mr. Rajesh S. Adani, Mr. Anil Sardana, Mr. Shersingh Khyalia and their relatives are deemed to be concerned or interested in the resolution. None of the other Directors, Key Managerial Personnel of the Company and their respective relatives, are in any way, concerned or interested, financially or otherwise, except to the extent of their shareholding in the Company, if any, in the proposed Ordinary Resolution, as set out in Item no. 1 of this Notice.

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Item No. 2:

Based on the recommendations of the Nomination and Remuneration Committee (the “NRC” ), the Board of Directors has appointed Mr. Narendra Nath Misra (DIN: 00575501) 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 4[th] December 2025 for a term of three (3) 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, appointments of Independent Directors require 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. Narendra Nath Misra 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. Misra for appointment as an Independent Director of the Company. Mr. Misra 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. Misra 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 4[th] December 2025.

Further, Mr. Misra 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. Misra 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. Misra is not disqualified from being appointed as a Director in terms of Section 164 of the Act. Mr. Misra further 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. Misra, 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 to 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 from the date of dispatch of this Notice till 28[th] December 2025 and the same is also available on the website of the Company at the link https://www.adanipower.com. As

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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.

The Board of Directors recommend the said resolution, as set out in item no. 2 of this Notice, for your approval.

Except Mr. Narendra Nath Misra 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 respective relatives, are in any way, concerned or interested, financially or otherwise, except to the extent of their shareholding in the Company, if any, in the proposed Special Resolution, as set out in Item no. 2 of this Notice.

Registered Office:

“Adani Corporate House”, Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad – 382 421. Gujarat, India. CIN: L40100GJ1996PLC030533

By order of the Board For, Adani Power Limited

Deepak S Pandya Company Secretary Membership No.: FCS 5002

Place: Ahmedabad Date: 21[st] November 2025

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ANNEXURE TO THE NOTICE

Details of Directors seeking appointment / re-appointment pursuant to Regulation 36(3) of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 and Secretarial Standard 2 on General Meetings.

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Name of Director and DIN Mr. Narendra Nath Misra (DIN:
00575501)
Age/ Date of birth 71 Years / 29-10-1954
Nationality Indian
No. of shares held including Nil
shareholding as beneficial owner
Qualification B.E. (Electrical) from NIT Rourkela
Brief profile and nature of expertise in Mr. Misra was Director (Operations) of
specific functional areas NTPC Ltd. (NTPC), a Maharatna
Company, for 4 years. He joined NTPC as
an Executive Trainee in 1977 after
graduating in Electrical Engineering
with Hons from REC, Rourkela. He has in-
depth experience in all facets of Power
Sector like Design, Engineering,
Contracts & Procurement, Human
Resources and Operation Services.
He was responsible for successful
implementation and commissioning of
India's first 765 KV substations at NTPC,
Sipat. He was actively associated with
BIS and was a member of Electro-
Technical Division Council (ETDC) of
BIS. He has also represented India in
CIGRE (International Conference on
Large High Voltage Electrical System)
and has contributed in many Study
Committees and Working Groups of
CIGRE. He is on the Board of many power
generating and distribution companies.
Date of first appointment on the Board 4 [th] December 2025
Terms and conditions of appointment Appointment for a first term of three (3)
consecutive years commencing from 4 [th]
December 2025 to 3 [rd] December 2028
and shall not be liable to retirement by
rotation
Remuneration last drawn (FY2024-25) Not Applicable
(per annum)
Details of remuneration sought to be Not Applicable
paid
Relationship with other Directors, No relationship with other Directors
Manager and other Key Managerial
Personnel of the Company
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Other Directorship

 KSK Mahanadi Power Company Limited  Barmer Lignite Mining Company Limited  Odisha Power Generation Corporation Limited  Tata Power Delhi Distribution Limited  JSW Energy (Utkal) Limited  Maithon Power Limited  Gujarat Industries Power Company Ltd.^  Prayagraj Power Generation Company Limited  TP Northern Odisha Distribution Limited  TP Southern Odisha Distribution Limited ^ Listed entity

Chairmanship/Membership of the Committees of other Companies in which position of Director is held

Prayagraj Power Generation Limited  Audit Committee (Member)  Nomination & Remuneration Committee (Member) Tata Power Delhi Distribution Limited  Audit Committee (Member)  Corporate Social Responsibility Committee (Chairman)  Nomination & Remuneration Committee (Member) Gujarat Industries Power Company Limited  Audit Committee (Chairman)  Nomination & Remuneration Committee (Member)  Risk Management Committee (Member) JSW Energy (Utkal) Limited  Audit Committee (Member)  Nomination & Remuneration Committee (Member) Maithon Power Limited  Audit Committee (Member)  Nomination & Remuneration Committee (Chairman)  Corporate Social Responsibility Committee(Chairman)

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	 Risk Management Committee (Member) Barmer Lignite Mining Company Limited  Audit Committee (Member)  Nomination & Remuneration Committee (Member)  Corporate Social Responsibility Committee (Member) KSK Mahanadi Power Company Limited  Audit Committee (Member)  Nomination & Remuneration Committee (Member) TP Southern Odisha Distribution Limited  Corporate Social Responsibility Committee (Member) TP Northern Odisha Distribution Limited  Corporate Social Responsibility Committee (Member) Odisha Power Generation Corporation Limited  Risk Management Committee (Chairman)  Nomination & Remuneration Committee (Chairman)  Corporate Social Responsibility Committee(Member)
Resignations, if any, from listed entities (in India)inpast threeyears	NIL
Details of Board/Committee Meetings attended duringtheyear	Not Applicable
Information as required pursuant to BSE circular ref no. LIST/ COMP/ 14/ 2018-19 and the National Stock Exchange of India Limited with ref no. NSE/ CML/2018/24,dated June 20,2018.	Mr. Narendra Nath Misra is not debarred from holding the office of director pursuant to any SEBI order or any other authority.