Adani Power Limited

March 13, 2025

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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 January 29, 2025, together with the Explanatory Statement thereto, seeking consent of the Members of Adani Power Limited (“Company”), on the following item of special business:

Sr. No.	Particulars	Type of Resolution
1.	To consider and, if thought fit, to approve raising capital by way of a qualified institutions placement to eligible investors through an issuance of equity shares and/or other eligible securities	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 and Central Depository Services (India) Limited and Central Depository Services (India) Limited (CDSL) as on the cut-off date i.e. Friday, March 7, 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- voting on the resolution set out in the Postal Ballot Notice shall commence on

Adani Power Limited Tel +91 79 2656 7555 “Adani Corporate House” Fax +91 79 2555 7177 Shantigram, Near Vaishno Devi Circle, [email protected] 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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Friday, March 14, 2025 at 9:00 A.M. (IST) and shall end on Saturday, April 12, 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 SANATKUM Digitally signed by DEEPAK SANATKUMAR PANDYA Date: 2025.03.13 16:47:37 +05'30' AR PANDYA

Deepak S Pandya Company Secretary Mem. No.: F5002

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 [email protected] www.adanipower.com

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

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(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: [email protected] Website: www.adanipower.com

NOTICE OF POSTAL BALLOT

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

To, The Members, Adani Power Limited

Notice is hereby given that pursuant to the provisions of Section 110 read with Section 108 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 (the “Rules” ) read with General Circular Nos. 14/2020 dated 8th April, 2020, 17/2020 dated 13th April, 2020, 20/2020 dated 5th May, 2020, 22/2020 dated 15th June, 2020, 33/2020 dated 28th September, 2020, 39/2020 dated 31[st] December, 2020, 10/2021 dated 23rd June, 2021, 20/2021 dated 8th December, 2021, 3/2022 dated 5th May, 2022, 11/2022 dated 28[th] December, 2022, 9/2023 dated 25[th] September, 2023 and 9/2024 dated 19[th] September, 2024 and other relevant circulars issued by the Ministry of Corporate Affairs, Government of India ( 'MCA Circulars' ), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI Listing Regulations” ) and other applicable provisions, if any, of the SEBI Listing Regulations, for the time being in force read along with SEBI Circulars / Master Circular(s), as may be applicable in this regard, Secretarial Standard on General Meetings ( “SS-2” ) issued by the Institute of Company Secretaries of India and any other applicable laws, rules and regulations (including any statutory modification(s) or reenactment(s) thereof, for the time being in force), the resolutions set out below are proposed to be passed by the Members of Adani Power Limited (the “Company” ) by means of Postal Ballot, only by way of remote e-voting ( “e-voting” ) process.

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 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 the Scrutinizer for conducting the postal

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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 Saturday, 12[th] April 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 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. Saturday, 12[th] April 2025.

SPECIAL BUSINESS:

1. TO CONSIDER AND, IF THOUGHT FIT, TO APPROVE RAISING CAPITAL BY WAY OF A QUALIFIED INSTITUTIONS PLACEMENT TO ELIGIBLE INVESTORS THROUGH AN ISSUANCE OF EQUITY SHARES AND/OR OTHER ELIGIBLE SECURITIES AND TO PASS, WITH OR WITHOUT MODIFICATION(S), THE FOLLOWING RESOLUTION AS A SPECIAL RESOLUTION:

“RESOLVED THAT pursuant to the provisions of Sections 23, 42, 62(1)(c), 71, 179 and other applicable provisions, if any, of the Companies Act, 2013, as amended, (“ Companies Act ”), the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Companies (Share Capital and Debentures) Rules, 2014 and other rules and regulations framed thereunder (including any amendments, statutory modification(s) and/or re-enactment(s) thereof for the time being in force), the relevant provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (including any amendment, modification, variation or re-enactment thereof) (“ ICDR Regulations ”) and the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021, and in accordance with the provisions of the Memorandum and Articles of Association of the Company, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

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Regulations, 2015, as amended (“ SEBI Listing Regulations ”), to the extent applicable, the listing agreement(s) entered into by the Company with the stock exchanges on which the equity shares having face value of Rs. 10 each of the Company (“ Equity Shares ”) are listed, the provisions of the Foreign Exchange Management Act, 1999, including any amendments, statutory modification(s) and/or reenactment thereof (“ FEMA ”), the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 and Foreign Exchange Management (Debt Instruments) Regulations, 2019, as amended, the current Consolidated FDI Policy issued by the Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, Government of India (“ GOI ”), and all other applicable statutes, rules, regulations, guidelines, notifications, circulars and clarifications as may be applicable, as amended from time to time, issued by GOI, Ministry of Corporate Affairs (“ MCA ”), the Reserve Bank of India (“ RBI ”), BSE Limited and National Stock Exchange of India Limited (“ Stock Exchanges ”), the Securities and Exchange Board of India (“ SEBI ”), the Registrar of Companies, Gujarat at Ahmedabad (“ ROC ”) and/ or any other regulatory/statutory authorities, in India or abroad from time to time, to the extent applicable and subject to such approvals, permits, consents and sanctions, if any, of any regulatory/ statutory authorities and guidelines and clarifications issued thereon from time to time and subject to such conditions and modifications as may be prescribed by any of them while granting such approvals, permissions, consents and sanctions, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “ Board ” which term shall include any committee thereof which the Board may have duly constituted or may hereinafter constitute to exercise its powers including the powers conferred by this resolution), the consent, authority and approval of the members be and is hereby accorded to create, offer, issue and allot (including with provisions for reservations on firm and/ or competitive basis, for such part of issue and for such categories of persons as may be permitted by applicable laws) with or without green shoe option, such number of Equity Shares and/ or other securities convertible into Equity Shares (including warrants, or otherwise), fully convertible debentures, partly convertible debentures, nonconvertible debentures with or without warrants and/or convertible preference shares or any security convertible into Equity Shares (hereinafter referred to as “ Securities ”), or any combination thereof, in accordance with applicable laws, in one or more tranches, whether Rupee denominated or denominated in foreign currency, in the course of domestic and / or international offering(s) in one or more foreign markets, in terms of the applicable regulations and as permitted under the applicable laws, in such manner in consultation with the lead managers / book running lead manager(s) and / or other advisor(s) or otherwise, for an aggregate amount not exceeding ₹ 5,000 crore (Rupees Five Thousand Crores Only) or an equivalent amount thereof (inclusive of such premium as may be fixed on such Securities) at such price or prices as may be permissible under applicable laws by way of a qualified institution placement (“ QIP ”) in accordance with the provisions of Chapter VI of the ICDR Regulations and other applicable laws, or through any other permissible mode and/or combination thereof as may be considered appropriate under applicable laws, to such investors that may be permitted to invest in such issuance of Securities, including eligible qualified institutional buyers (“ QIBs ”) (as defined in the ICDR Regulations), foreign/resident investors (whether institutions, incorporated bodies,

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mutual funds or otherwise), venture capital funds (foreign or Indian), alternate investment funds, foreign portfolio investors, qualified foreign investors and/ or multilateral financial institutions, mutual funds, insurance companies, banks, pension funds and/ or any other categories of investors as may be permissible under applicable laws, whether or not such investors are members of the Company, to all or any of them, jointly or severally through an offer/placement document and/or other letter or circular (“ Offering Circular ”) as may be deemed appropriate, in the sole discretion by the Board in such manner and on terms and conditions, including the terms of the issuance, security, and at such price, whether at prevailing market price(s) or at a premium or discount to market price as may be permitted under applicable laws and/or as may be permitted by the relevant regulatory / statutory authority, with authority to retain oversubscription up to such percentage as may be permitted under applicable regulations, in such manner and on such terms as may be deemed appropriate by the Board at its absolute discretion (the “ Issue ”) at the time of such issue and allotment considering the prevailing market conditions and other relevant factors in consultation with the lead managers/book running lead manager(s) and/or underwriter(s) and/or other advisor(s) to be appointed by the Company for such issue and without requiring any further approval or consent from the shareholders.

RESOLVED FURTHER THAT pursuant to the above-mentioned resolution:

a) the Securities proposed to be issued, offered and allotted shall be fully paid up and in dematerialized form and shall be subject to the provisions of the Memorandum and Articles of Association of the Company, the Companies Act and other applicable laws;
b) the Equity Shares that may be issued by the Company shall rank pari passu with the existing Equity Shares of the Company in all respects including entitlement to dividend and voting rights, if any, from the date of allotment thereof be subject to the requirements of all applicable laws and shall be subject to the provisions of the Memorandum and Articles of Association of the Company;
c) the number and/or price of the Equity Shares to be issued on conversion of Securities convertible into Equity Shares shall be appropriately adjusted for corporate actions such as bonus issue, rights issue, stock split, merger, demerger, transfer of undertaking, sale of division, reclassification of equity shares into other securities, issue of equity shares by way of capitalization of profits or reserves or any such capital or corporate re-organisation or restructuring; and
d) In case of QIP, a minimum of 10% of the Securities shall be allotted to mutual funds and if mutual funds do not subscribe to the aforesaid minimum percentage or part thereof, such minimum portion may be allotted to other QIBs.

RESOLVED FURTHER THAT in the event the proposed issuance of Securities is undertaken by way of a QIP in terms of Chapter VI of the ICDR Regulations (hereinafter referred to as “ Eligible Securities ” within the meaning of the ICDR Regulations), the allotment of Eligible Securities (or any combination of Eligible Securities as may be decided by the Board) shall only be to QIBs as defined in the ICDR Regulations and shall be completed within 365 days from the date of passing of this shareholders resolution or such other time as may be allowed under the ICDR Regulations from time to time.

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The Company shall not undertake any subsequent QIP until the expiry of two weeks or such other time as may be prescribed in the ICDR Regulations, from the date of prior QIP made pursuant to one or more special resolutions.

RESOLVED FURTHER THAT subject to applicable laws, in the event that Equity Shares are issued through a QIP in terms of Chapter VI of the ICDR Regulations, the relevant date for the purpose of pricing of the Equity Shares shall be the date of the meeting in which the Board or any other committee duly authorized by the Board, decides to open the QIP of Equity Shares as Eligible Securities, subsequent to the receipt of shareholders’ approval in terms of provisions of the Companies Act and other applicable laws, rules, regulations and guidelines in relation to the proposed issue of Equity Shares, and in case Eligible Securities are eligible convertible securities, then either the date of the meeting in which the Board or any other committee duly authorized by the Board, decides to open the proposed issue or the date on which holders of Eligible Securities become eligible to apply for Equity Shares, as may be determined by the Board or duly authorized committee or such date as may be permitted under ICDR Regulations, as amended.

RESOLVED FURTHER THAT in case of QIP, the Eligible Securities shall not be eligible to be sold by the allottee for a period of one year from the date of allotment, except on a recognized stock exchange, or such other time except as may be allowed under the ICDR Regulations from time to time and no single allottee shall be allotted more than fifty per cent of the issue size and the minimum number of allottees shall be as per the ICDR Regulations and that the tenure of convertible or exchangeable Eligible Securities issued shall not exceed sixty months from the date of allotment;

RESOLVED FURTHER THAT in the event the Securities are proposed to be issued as FCCBs, or ADRs/GDRs, the relevant date for the purpose of pricing the Securities shall be determined in accordance with FCCB Scheme and the GDR Scheme, as the case may be (including any amendments thereto or re-enactment thereof, for the time being in force) or in accordance with any other applicable laws, guidelines or regulations issued by a statutory, governmental or regulatory body, as the case may be.

RESOLVED FURTHER THAT the Board be and is hereby authorized to determine the price, terms, and manner of the issuance and allotment, in consultation with the book running lead managers, underwriters, intermediaries, advisors and/or other persons / agencies as appointed by the Company, in compliance with the ICDR Regulations and other applicable laws, regulations, and guidelines and any issue of Eligible Securities made by way of a QIP under Chapter VI of ICDR Regulations shall be at such price which is not less than the price determined in accordance with the pricing formula provided under Chapter VI of the ICDR Regulations (“ QIP Floor Price ”). Furthermore, the Board may, at its absolute discretion and in consultation with the book running lead managers, also offer a discount of not more than 5% (five per cent) or such other percentage as may be permitted under applicable laws to the QIP Floor Price AND THAT the Board be and is hereby also authorized to determine the form and terms of the Issue, including the class of investors to whom the Securities are to be allotted, number of Securities to be allotted in each tranche (whether or not they are existing members of the Company), issue price (including premium, if any), face value, premium amount on issue, number of Securities, the price, premium or discount on issue, fixing of record date or book closure and related or incidental matters, listing on one or more stock exchanges in India and/or abroad, as the Board in its absolute discretion deems fit.

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RESOLVED FURTHER THAT for the purpose of giving effect to any offer, issue or allotment of Securities or Equity Shares on conversion of Securities, the Board be and is hereby authorised on behalf of the Company to seek listing of any or all of such Securities or Equity Shares as the case may be, on one or more Stock Exchanges in India or outside India and the listing of Equity Shares underlying the ADRs and/ or GDRs on the Stock Exchanges in India.

RESOLVED FURTHER THAT the issue to the holders of Securities, which are convertible into or exchangeable with the Equity Shares at a later date, will be, inter alia, subject to the following terms and conditions:

a) In the event the Company is making a bonus issue by way of capitalization of its profits or reserves prior to the allotment of the Equity Shares, the number of Equity Shares to be allotted will stand augmented in the same proportion in which the Equity Share capital increases as a consequence of such bonus issue and the premium, if any, will stand reduced pro tanto;
b) In the event the Company is making a rights offer by the issue of Equity Shares prior to the allotment of the Equity Shares, the entitlement to the Equity Shares will stand increased in the same proportion as that of the rights offer, and such additional Equity Shares will be offered to the holders of the Securities at the same price at which the same are offered to the existing shareholders;
c) In the event of a merger, amalgamation, takeover or any other reorganization or restructuring or any such corporate action, the number of Equity Shares, the price and the time period as aforesaid will be suitably adjusted; and
d) In the event of consolidation of outstanding Equity Shares or re-classification of the Securities into other securities and/or involvement in such other event or circumstances which in the opinion of the concerned stock exchange requires such adjustments, necessary adjustments will be made.

RESOLVED FURTHER THAT the Board shall have the authority and power to accept any modification in the proposal as may be required or imposed by SEBI/Stock Exchanges where the shares of the Company are listed or such other appropriate authorities at the time of according/granting their approvals to issue, allotment and listing thereof and as agreed to by the Board.

RESOLVED FURTHER THAT without prejudice to the generality of the above, subject to applicable laws and subject to approval, consents, permissions, if any, of any governmental body, authority or regulatory institution including any conditions as may be prescribed in granting such approval or permissions by such governmental authority or regulatory institution, the aforesaid Securities may have such features and attributes or any terms or combination of terms in accordance with domestic and international practices to provide for the tradability and free transferability thereof as per applicable laws and prevailing practices and regulations in the capital markets including but not limited to the terms and conditions in relation to payment of dividend, interest, additional interest, premium on redemption, prepayment and any other debt service payments whatsoever including terms for issue of additional Equity Shares or variation of the conversion price or period of conversion of Securities into Equity Shares during

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the duration of the Securities and the Board be and is hereby authorised in its absolute discretion, in such manner as it may deem fit, to dispose of such of the Securities that are not subscribed in accordance with applicable laws.

RESOLVED FURTHER THAT for the purpose of giving effect to the Issue, the Board be and is hereby authorized, on behalf of the Company, to take all actions and do all such acts, deeds, actions and sign such documents as may be required in furtherance of, or in relation to, or ancillary to, the Issue, including having the authority and power to approve the draft as well as final offer document(s), and any addenda or corrigenda thereto, as applicable, with any applicable regulatory authorities or agencies (as may be required), determining the form and manner of the Issue, identification and class of the investors to whom the Securities are to be offered and utilization of the issue proceeds, in accordance with applicable laws and if the issue size exceeds ₹ 100 crore, the Board shall make arrangements for the use of proceeds of the issue to be monitored by a credit rating agency registered with SEBI, in accordance with ICDR Regulations, authorising any Director(s) or Officer(s) of the Company to sign offer documents, execute any necessary documents, agreements, forms, deeds, appointment of intermediaries, open and close the period of subscription of the Issue, determine the issue price, premium amount on issue/conversion of the Securities, if any, rate of interest and all other terms and conditions of the Securities, signing of declarations, file any necessary forms with regulatory authorities and allot the Securities and to amend, vary or modify any of the above as the Board may consider necessary, desirable or expedient, and to take such steps and to do all such acts, deeds, matters and things as they may deem fit and proper for the purposes of the Issue and resolve and settle or give instructions or directions for settling all questions or difficulties that may arise in regard to such Issue without being required to seek any further consent or approval of the members or otherwise to the end and intent that the members shall be deemed to have given their approval thereto expressly by the authority of this resolution. Furthermore, all actions taken by the Board, or any committee constituted by the Board to exercise its powers, in connection with any matter(s) referred to or contemplated in any of these resolutions be and are hereby approved.

RESOLVED FURTHER THAT any one of the Directors of the Company or Mr. Dilip Kumar Jha, Chief Financial Officer or Mr. Deepak S Pandya, Company Secretary, be and are hereby severally authorised –

a) to appoint book running lead manager(s), underwriters, depositories, custodians, registrars, bankers, advisors, escrow agent, guarantors, stabilizing agents, credit rating agencies, debenture trustees and all such agencies as are or may be required to be appointed, involved or concerned and to remunerate them by way of commission, brokerage, fees or the like and also to reimburse them out of pocket expenses incurred by them and also to enter into and execute all such arrangements, agreements, memorandum, documents, etc. with such agencies and to do all such acts, deeds, actions and sign such documents as may be required in furtherance of, or in relation to, on ancillary to, the Issue, including authorising any other officer(s) of the Company to sign offer documents, execute any necessary documents, agreements, forms, deeds, appoint intermediaries and file any necessary forms with regulatory authorities as they may consider necessary, desirable or expedient to give effect to this resolution.

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b) to finalise the legal counsels, their fees/out-of-pocket expenses and sign the engagement letters etc.
c) to file/submit such application(s) to RBI and/or SEBI and/or stock exchange and/or such other regulatory/statutory authorities, as may be required, for intimating/seeking their approval in respect of the Issue, to sign such documents as may be required in furtherance of, or in relation to, or ancillary to, the Issue, and to do all such acts, deeds, matters and things and execute such papers, deeds and documents as may be necessary or expedient for the aforesaid purpose.

RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate (to the extent permitted by law) all or any of the powers herein conferred by this resolution herein to any committee of directors or any director(s) or officer(s) of the Company, in such manner as they may deem fit in their absolute discretion with the power to take such steps and to do all such acts, deeds, matters and things as they may consider necessary, desirable or expedient and deem fit and proper for the purposes of the Issue and settle any questions or difficulties that may arise in this regard to the Issue.”

Registered Office: By order of the Board “Adani Corporate For, Adani Power Limited House”, Shantigram, Near Vaishno Devi Circle, S. G. Highway, Deepak S Pandya Khodiyar, Company Secretary Ahmedabad – 382 421. Membership No.: F5002 Gujarat, India. CIN: L40100GJ1996PLC030533 Place: Ahmedabad Date: January 29, 2025

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NOTES:

The Explanatory Statement pursuant to Section 102 read with Section 110 and other applicable provisions, if any of the Act read with the rules framed thereunder concerning the resolutions as set out in the postal ballot notice is annexed hereto and forms part of this Notice.
In accordance with the MCA Circulars and the SEBI Listing Regulations, the Company is sending the Notice in electronic form only by e-mail to all Members, whose names appear in the Register of Members/Register of Beneficial Owners maintained by the Depositories viz., National Securities Depository Limited (the “NSDL” ) and Central Depository Services (India) Limited (the “CDSL” ) as on Friday, 7[th] March 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

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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 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 Secretarial Standard (SS-2) issued by the Institute of Company Secretaries of India on General Meeting, the Company is offering e-voting facility to enable the Members to cast their votes electronically. The instructions for e-voting are provided as part of this Notice.
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 [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, 7[th] February 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

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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 [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) commences from 9.00 a.m. (IST) on Friday, 14[th] March 2025 and ends at 5.00 p.m. (IST) on Saturday, 12[th] April 2025. 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 Saturday, 12[th] April 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 [email protected].

General information and instructions relating to e-voting:

(i) The voting period begins from 9.00 a.m. (IST) on Friday, 14[th] March 2025 and ends at 5.00 p.m. (IST) on Saturday, 12[th] April 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 (record date) viz. Friday, 7[th] March 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 November 11, 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.

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(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 Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 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 Demat mode withCDSL Depository	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 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 e-voting is in progress as per the information provided by Company. On clicking the e-voting option, the user will be able to see e- voting page of the e-voting service provider for casting his/her vote during the remote e-voting period 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

Type of shareholders

Login Method

Individual shareholders
holding
securities
in
Demat mode withCDSL
Depository

1) Users who have opted for CDSL Easi / Easiest
facility, can login through their existing user id and
password. The 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 e-voting is in progress as per
the information provided by Company. On clicking
the e-voting option, the user will be able to see e-
voting page of the e-voting service provider for
casting his/her vote during the remote e-voting
period 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

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	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 shareholders holding securities in demat mode withNSDL Depository	1) If you are already registered for NSDL IDeAS facility, please visit the e-services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of E-services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-voting services. Click on “Access to E-voting” under e-voting services and you will be able to see e-voting page. Click on 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 click at 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 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

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 shareholders
holding
securities
in
demat mode withNSDL
Depository

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

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	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.
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.

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.

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 [email protected] 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 [email protected] or call at toll free no.: 022 - 4886 7000 and 022 - 2499 7000

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.
1) The shareholders should log on to the e-voting website www.evotingindia.com.
2) Click on “Shareholders” module.
3) Now enter your User ID

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  - a. For CDSL: 16 digits beneficiary ID,

  - b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

  - c. Shareholders holding shares in physical form should enter folio number registered with the Company.

4) Next enter the image verification as displayed and click on Login.
5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.
6) If you are a first-time user, follow the steps given below:

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

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 Bank Details OR Date 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.

(iii) After entering these details appropriately, click on “SUBMIT” tab.
(iv) Shareholders holding shares in physical form will then directly reach the company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for 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.

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(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 250312004
(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 [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 and can be delink in case of any wrong mapping.

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  - 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 [email protected] and to the Company at the e-mail address viz; [email protected], if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

(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 [email protected] 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 [email protected] or call at toll free no. 1800 21 09911.

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: [email protected]

Registrar and : M/s. KFin Technologies Limited Transfer Agent Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Serilingampally, Hyderabad– 500 032.

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Tel.: +91-40-67161526 Fax: +91-40-23001153 E-mail: [email protected] Website: www.kfintech.com

E-Voting Agency : Central Depository Services (India) Limited Email: [email protected] Phone: 1800 21 09911 Scrutinizer : CS Chirag Shah or failing him CS. Raimeen Maradiya Practicing Company Secretary Email: [email protected]

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:

For Item No. 1:

The Company has announced ambitious expansion plans to achieve a thermal power generating capacity of 30.67 GW by FY 2030-31, from 17.55 GW as of 31[st] December 2024, to benefit from the emerging growth opportunity in the Indian thermal power sector. The Company will utilise both organic and inorganic means to achieve this growth, which will entail substantial capital outlay. In view of this, the Company proposes to raise the funds by way of Qualified Institutional Placement (“QIP”) to eligible investors through an issuance of equity shares or other eligible securities in accordance with applicable laws and use the proceeds from the Issue, towards inter alia, various capital expenditures, pre-payment and / or repayment of debt, working capital requirements, general corporate purposes, and such other purpose(s) as may be permissible under applicable laws.

Accordingly, as approved by the board of directors of the Company (“Board”) at their meeting held on January 29, 2025 and in order to fulfil the aforesaid objects of the Company, it is hereby proposed to have an enabling approval for raising funds by way of issuance of equity shares of face value of ₹ 10 each (“Equity Shares”) and/or other securities convertible into Equity Shares (including warrants, or otherwise), fully convertible debentures, partly convertible debentures, nonconvertible debentures with or without warrants and/or convertible preference shares or any security convertible into Equity Shares (all of which are hereinafter collectively referred to as “Securities”) or any combination thereof, in accordance with applicable laws, in one or more tranches, whether Rupee denominated or denominated in foreign currency, in the course of domestic and/or International offering(s) in one or more foreign markets, in terms of the applicable regulations and as permitted under the applicable laws, in such manner in consultation with the lead managers/ book running lead manager(s) and/or

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other advisor(s) or otherwise, for an amount not exceeding ₹5,000 crores (Rupees Five Thousand Crores Only) or an equivalent amount thereof (inclusive of such premium as may be fixed on such Securities) at such price or prices as may be permissible under applicable laws by way of qualified institutional placement (“QIP”) in accordance with the provisions of Chapter VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (including any amendment, modification, variation or re-enactment thereof) (“ICDR Regulations”), Section 42 and other applicable provisions of the Companies Act, 2013, the Companies (Prospectus and Allotment of Securities) Rules, 2014 and other applicable laws. The issue of Securities may be at such price, whether at prevailing market price(s) or at a premium or discount to market price as may be permitted under applicable laws and to such classes of investors as the Board (including any duly authorized committee thereof) may in its absolute discretion decide, having due regard to the prevailing market conditions and any other relevant factors and wherever necessary, in consultation with lead managers / book running lead manager(s) and other agencies that may be appointed by the Company, subject to the ICDR Regulations, Companies Act, 2013 and other applicable guidelines, notifications, rules and regulations.

The Board (including any duly authorized committee thereof) may at their discretion adopt any one or more of the mechanisms prescribed above to meet its objectives as stated in the aforesaid paragraphs without the need for fresh approval from the members of the Company. The proposed issue of capital is subject to, inter alia, the applicable statutes, rules, regulations, guidelines, notifications, circulars and clarifications, as amended from time to time, issued by the Securities and Exchange Board of India, the BSE Limited and National Stock Exchange of India Limited (“Stock Exchanges”), Reserve Bank of India, Ministry of Corporate Affairs, Government of India, Registrar of Companies, Gujarat at Ahmedabad, to the extent applicable, and any other approvals, permits, consents and sanctions of any regulatory/ statutory authorities and guidelines and clarifications issued thereon from time to time, as may be required in this regard domestically or internationally. In case the Issue is made through a qualified institutions placement:

1) the allotment of Securities shall only be made to qualified institutional buyers (“QIBs”) as defined under ICDR Regulations;
2) the allotment of the Securities shall be completed within 365 days from the date of passing of the special resolution in accordance with the ICDR Regulations and applicable laws;
3) a minimum of 10% of the Securities shall be allotted to mutual funds and if mutual funds do not subscribe to the aforesaid minimum percentage or part thereof, such minimum portion may be allotted to other QIBs;
4) the floor price will be calculated as per the formula prescribed under the ICDR Regulations;
5) the “relevant date” for the purposes of pricing of the Securities to be issued and allotted in the proposed QIP shall be the date of the meeting in which the Board or a duly authorised committee decides to open the proposed QIP of equity shares as eligible securities; and in case eligible securities are eligible convertible securities, then either the date of the meeting in which the Board or a duly authorized committee of the Board decides to open the proposed issue or the date on which the holders of such eligible convertible securities become entitled to apply for the equity shares as provided under the ICDR Regulations;

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6) the equity shares of the same class, which are proposed to be allotted through qualified institutions placement or pursuant to conversion or exchange of eligible securities offered through qualified institutions placement, have been listed on a stock exchange for a period of at least one year prior to the date of issuance of notice to its shareholders for convening the meeting to pass the special resolution;
7) an issuer shall be eligible to make a qualified institutions placement if any of its promoters or directors is not a fugitive economic offender;
8) no single allottee shall be allotted more than 50% of the QIP size and the minimum number of allottees shall be in accordance with the ICDR Regulations. It is clarified that qualified institutional buyers belonging to the same group or who are under same control shall be deemed to be a single allottee;
9) the Securities to be offered and allotted shall be in dematerialized form and shall be allotted on fully paid up basis;
10) the Securities allotted shall not be eligible for sale by the allottee for a period of one year from the date of allotment, except on a recognized stock exchange, or except as may be permitted from time to time;
11) the schedule of the QIP will be as determined by the Board or its duly authorized committee; and
12) The Company shall not undertake any subsequent QIP until the expiry of two weeks from the date of the QIP to be undertaken pursuant to the special resolution passed at this meeting.

Further, Section 62(1)(c) of the Companies Act, 2013 provides, inter alia, that when it is proposed to increase the issued capital of a company by allotment of further equity shares, such further equity shares shall be offered to the existing members of such company and to any persons other than the existing members of the company by way of a special resolution. Since the special resolution proposed in the business of the notice may result in the issuance of Equity Shares of the Company to the existing members of the Company and to persons other than existing members of the Company, approval of the members of the Company is being sought pursuant to the provisions of Section 62(1)(c) and other applicable provisions of the Act as well as applicable rules notified by the Ministry of Corporate Affairs and in terms of the provisions of ICDR Regulations.

In terms of Rule 14(2) of the Companies (Prospectus and Allotment of Securities) Rules, 2014, a company can make a private placement of its securities under the Companies Act, 2013 only after receipt of prior approval of its members by way of a Special Resolution. Consent of the members would therefore be necessary pursuant to the aforementioned provisions of the Companies Act 2013 read with applicable provisions of the ICDR Regulations and the SEBI Listing Regulations, for issuance of Securities. The Equity Shares allotted pursuant to the issue shall rank in all respects pari passu with the existing Equity Shares of the Company.

The Equity Shares to be allotted would be listed on the Stock Exchanges. The offer/issue/ allotment would be subject to the availability of regulatory approvals, if any. The conversion of Securities held by foreign investors into Equity Shares would be subject to the applicable foreign investment cap and relevant foreign exchange regulations, including Foreign Exchange Management Act, 1999, including any amendments, statutory modification(s) and/or re-enactment(s) thereof (“FEMA”), the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 and Foreign Exchange Management (Debt Instruments) Regulations, 2019. As and when the Board

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does take a decision on matters on which it has the discretion, necessary disclosures will be made to the Stock Exchanges as may be required under the provisions of the SEBI Listing Regulations.

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

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

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.: F5002

Place: Ahmedabad

Date: January 29, 2025

AI assistant

Adani Power Limited Proxy Solicitation & Information Statement 2025

62310_rns_2025-03-13_bfedfcb3-a9df-435c-9d39-1e73d17acac8.pdf

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

For Adani Power Limited

Enclosed: As above