NOTICE 1

NOTICE

NOTICE is hereby given that the 27th Annual General Explanation: Based on the terms of appointment,
Meeting (“AGM”) of Adani Power Limited (“the Directors (other than Independent Directors) are
Company”) will be held on Wednesday, 19th July, subject to retirement by rotation. Mr. Rajesh S.
2023 at 12.00 noon through Video Conferencing / Adani, who has been a Director (Category – Non-
Other Audio Visual Means to transact the following Executive) and whose office is liable to retire
businesses. The venue of the meeting shall be by rotation at this AGM, being eligible, seeks
deemed to be the Registered Office of the Company re-appointment. Based on the performance
at Adani Corporate House, Shantigram, Near Vaishno evaluation, the Board recommends his re-
Devi Circle, S.G. Highway, Khodiyar, Ahmedabad – 382 appointment.
421, Gujarat.
Therefore, the Members of the Company are
requested to consider and, if thought fit, to
ORDINARY BUSINESS pass the following resolution as an Ordinary
1. To receive, consider and adopt the – Resolution:
a. audited financial statements of the Company “RESOLVED THAT pursuant to the provisions of
for the financial year ended 31st March, 2023 Section 152 and other applicable provisions of
together with the Reports of the Board of the Companies Act, 2013, Mr. Rajesh S. Adani
Directors and Auditors thereon; and (DIN: 00006322), who retires by rotation, be
b. audited consolidated financial statements and is hereby re-appointed as a Director of the
of the Company for the financial year ended Company, liable to retire by rotation.”
31st March, 2023 together with the report of
Auditors thereon; SPECIAL BUSINESS
4. To consider and, if thought fit, to approve re-
2. To declare dividend on 4,15,86,207 0.01%
appointment of Mr. Anil Sardana (DIN: 00006867)
Compulsorily Redeemable Preference Shares.
as Managing Director of the Company and to pass,
Explanation: Upon scheme of amalgamation with or without modification(s), the following
of Raipur Energen Limited (“REL”) and other resolution as an Special Resolution:
five wholly owned subsidiaries of the Company
“RESOLVED THAT in accordance with the
(“APL”) with APL becoming effective from 7th
provisions of Sections 196, 197, 203 and other
March, 2023, the preference shareholders of
applicable provisions, if any of the Companies
REL, holding 4,15,86,207 0.01% compulsorily
Act, 2013 (“the Act”) read with Schedule V to
redeemable preference shares of Rs. 100/- each
the Act and the Companies (Appointment and
fully paid-up, have been allotted by APL. These
Remuneration of Managerial Personnel) Rules,
preference shares bear dividend at the rate of
2014 (including any statutory modifications
0.01% per annum for each financial year.
or re-enactment thereof for the time being in
Therefore, the Members of the Company are force) and subject to the requisite approvals, if
requested to consider and if thought fit, to pass any required, approval of the Company be and
with or without modification(s), the following is hereby accorded to the re-appointment of Mr.
resolution as an Ordinary Resolution: Anil Sardana (DIN: 00006867) as the Managing
Director of the Company, for a period of 3 (three)
“RESOLVED THAT pursuant to the terms of issue
years with effect from 11th July, 2023 without
of 4,15,86,207 0.01% compulsorily redeemable
any remuneration, with liberty to the Board of
preference shares of Rs. 100/- each fully paid-
Directors of the Company (hereinafter referred
up (“preference shares”) and also in terms of the
to as “the Board” which term shall be deemed
recommendation of the Board of Directors of the
to include the Nomination and Remuneration
Company, the approval of the Members of the
Committee of the Board) to alter and vary the
Company be and is hereby granted for payment
terms and conditions of the said appointment in
of dividend @ 0.01% on 4,15,86,207 preference
such manner as may be agreed to between the
shares for the year ended March 31, 2023.”
Board of Directors and Mr. Anil Sardana.
3. To appoint a Director in place of Mr. Rajesh S. Adani
RESOLVED FURTHER THAT in the event of
(DIN: 00006322), who retires by rotation and
any statutory amendment or modification
being eligible offers himself for re-appointment.
by the Central Government to Schedule V of
 ANNUAL REPORT 2022-23
2 ADANI POWER LIMITED

the Companies Act, 2013, the Board be and is alter and vary the terms and conditions of such
hereby authorised to vary and alter the terms of contracts/ arrangements/ transactions, settle all
appointment of Mr. Anil Sardana in such manner questions, difficulties or doubts that may arise in
as agreed by and between the Board and Mr. Anil this regard”.
Sardana without any further reference to the
6. To consider, and, if thought fit, to approve the
Company in General Meeting.
material related party transaction(s) proposed
RESOLVED FURTHER THAT the Board be and is to be entered into by the Company during the
hereby authorised to take all such steps as may financial year 2023-24 and to pass, with or
be deemed necessary, proper or expedient to give without modification(s), the following resolution
effect to this resolution.” as an Ordinary Resolution:
5. To consider, and, if thought fit, to approve the “RESOLVED THAT pursuant to the applicable
material related party transaction(s) proposed provisions of the Companies Act, 2013 read
to be entered into by the Company during the with the rules framed thereunder (including
financial year 2023-24 and to pass, with or any statutory amendment(s) or re-enactment(s)
without modification(s), the following resolution thereof, for the time being in force, if any), and
as an Ordinary Resolution: in terms of Regulation 23 of the Securities and
Exchange Board of India (Listing Obligations
“RESOLVED THAT pursuant to the applicable
and Disclosure Requirements) Regulations, 2015
provisions of the Companies Act, 2013 read
(“SEBI Listing Regulations”), as amended from
with the rules framed thereunder (including
time to time, the consent of the Members of
any statutory amendment(s) or re-enactment(s)
the Company be and is hereby accorded to the
thereof, for the time being in force, if any), and
Board of Directors of the Company (the “Board” ,
in terms of Regulation 23 of the Securities and
which term shall be deemed to include any duly
Exchange Board of India (Listing Obligations
authorized Committee constituted /empowered
and Disclosure Requirements) Regulations, 2015
by the Board, from time to time, to exercise its
(“SEBI Listing Regulations”), as amended from
powers conferred by this resolution), for entering
time to time, the consent of the Members of
into and / or carrying out and / or continuing with
the Company be and is hereby accorded to the
existing contracts / arrangements / transactions
Board of Directors of the Company (the “Board”,
or modification(s) of earlier arrangements
which term shall be deemed to include any duly
/ transactions or as fresh and independent
authorized Committee constituted /empowered
transaction(s) or otherwise (whether individually
by the Board, from time to time, to exercise its
or series of transaction(s) taken together or
powers conferred by this resolution), for entering
otherwise), with Adani Infra (India) Limited, a
into and / or carrying out and / or continuing with
related party of the Company, during the financial
existing contracts / arrangements / transactions
year 2023-24 as per the details set out in the
or modification(s) of earlier arrangements
explanatory statement annexed to this notice,
/ transactions or as fresh and independent
notwithstanding the fact that the aggregate
transaction(s) or otherwise (whether individually
value of all these transaction(s), whether
or series of transaction(s) taken together
undertaken directly by the Company or along with
or otherwise), with Adani Rail Infra Private
its subsidiary(ies), may exceed the prescribed
Limited, a related party of the Company, during
thresholds as per provisions of the SEBI Listing
the financial year 2023-24 as per the details
Regulations as applicable from time to time,
set out in the explanatory statement annexed
provided, however, that the said contract(s)/
to this notice, notwithstanding the fact that
arrangement(s)/ transaction(s) shall be carried
the aggregate value of all these transaction(s),
out on an arm’s length basis and in the ordinary
whether undertaken directly by the Company
course of business of the Company.
or along with its subsidiary(ies), may exceed
the prescribed thresholds as per provisions of RESOLVED FURTHER THAT the Board be and
the SEBI Listing Regulations as applicable from are hereby severally authorised to execute all
time to time, provided, however, that the said such agreements, documents, instruments and
contract(s)/ arrangement(s)/ transaction(s) shall writings as deemed necessary, with power to
be carried out on an arm’s length basis and in the alter and vary the terms and conditions of such
ordinary course of business of the Company. contracts/ arrangements/ transactions, settle all
questions, difficulties or doubts that may arise in
RESOLVED FURTHER THAT the Board be and
this regard”.
are hereby severally authorised to execute all
such agreements, documents, instruments and 7. To consider, and, if thought fit, to approve the
writings as deemed necessary, with power to material related party transaction(s) proposed
 NOTICE 3

to be entered into by the Company, during the amendment(s) or re-enactment(s) thereof, for
financial year 2023-24 and to pass, with or the time being in force, if any), and in terms of
without modification(s), the following resolution Regulation 23 of the Securities and Exchange
as an Ordinary Resolution: Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“SEBI Listing
“RESOLVED THAT pursuant to the applicable
Regulations”), as amended from time to time, the
provisions of the Companies Act, 2013 read
consent of the Members of the Company be and
with the rules framed thereunder (including
is hereby accorded to the Board of Directors of
any statutory amendment(s) or re-enactment(s)
the Company (the “Board”, which term shall be
thereof, for the time being in force, if any), and
deemed to include any duly authorized Committee
in terms of Regulation 23 of the Securities and
constituted /empowered by the Board, from time
Exchange Board of India (Listing Obligations
to time, to exercise its powers conferred by this
and Disclosure Requirements) Regulations, 2015
resolution ), for entering into and / or carrying
(“SEBI Listing Regulations”), as amended from
out and / or continuing with existing contracts
time to time, the consent of the Members of
/ arrangements / transactions or modification(s)
the Company be and is hereby accorded to the
of earlier arrangements / transactions or as fresh
Board of Directors of the Company (the “Board” ,
and independent transaction(s) or otherwise
which term shall be deemed to include any duly
(whether individually or series of transaction(s)
authorized Committee constituted /empowered
taken together or otherwise), with Adani
by the Board, from time to time, to exercise its
Infrastructure Management Services Limited, a
powers conferred by this resolution), for entering
related party of the Company, during the financial
into and / or carrying out and / or continuing with
year 2023-24 as per the details set out in the
existing contracts / arrangements / transactions
explanatory statement annexed to this notice,
or modification(s) of earlier arrangements
notwithstanding the fact that the aggregate
/ transactions or as fresh and independent
value of all these transaction(s), whether
transaction(s) or otherwise (whether individually
undertaken directly by the Company or along with
or series of transaction(s) taken together or
its subsidiary(ies), may exceed the prescribed
otherwise), with Adani Properties Private
thresholds as per provisions of the SEBI Listing
Limited, a related party of the Company, during
Regulations as applicable from time to time,
the financial year 2023-24 as per the details
provided, however, that the said contract(s)/
set out in the explanatory statement annexed
arrangement(s)/ transaction(s) shall be carried
to this notice, notwithstanding the fact that
out on an arm’s length basis and in the ordinary
the aggregate value of all these transaction(s),
course of business of the Company.
whether undertaken directly by the Company
or along with its subsidiary(ies), may exceed RESOLVED FURTHER THAT the Board be and
the prescribed thresholds as per provisions of are hereby severally authorised to execute all
the SEBI Listing Regulations as applicable from such agreements, documents, instruments and
time to time, provided, however, that the said writings as deemed necessary, with power to
contract(s)/ arrangement(s)/ transaction(s) shall alter and vary the terms and conditions of such
be carried out on an arm’s length basis and in the contracts/ arrangements/ transactions, settle all
ordinary course of business of the Company. questions, difficulties or doubts that may arise in
this regard”.
RESOLVED FURTHER THAT the Board be and
are hereby severally authorised to execute all 9. To consider, and, if thought fit, to approve the
such agreements, documents, instruments and material related party transaction(s) proposed
writings as deemed necessary, with power to to be entered into by the Company and to pass,
alter and vary the terms and conditions of such with or without modification(s), the following
contracts/ arrangements/ transactions, settle all resolution as an Ordinary Resolution:
questions, difficulties or doubts that may arise in
“RESOLVED THAT pursuant to the applicable
this regard”.
provisions of the Companies Act, 2013 read
8. To consider, and, if thought fit, to approve the with the rules framed thereunder (including
material related party transaction(s) proposed any statutory amendment(s) or re-enactment(s)
to be entered into by the Company during the thereof, for the time being in force, if any), and
financial year 2023-24 and to pass, with or in terms of Regulation 23 of the Securities and
without modification(s), the following resolution Exchange Board of India (Listing Obligations
as an Ordinary Resolution: and Disclosure Requirements) Regulations, 2015
(“SEBI Listing Regulations”), as amended from
“RESOLVED THAT pursuant to the applicable
time to time, the consent of the Members of
provisions of the Companies Act, 2013 read with the
the Company be and is hereby accorded to the
rules framed thereunder (including any statutory
 ANNUAL REPORT 2022-23
4 ADANI POWER LIMITED

Board of Directors of the Company (the “Board” , or modification(s) of earlier arrangements

which term shall be deemed to include any duly / transactions or as fresh and independent
authorized Committee constituted /empowered transaction(s) or otherwise (whether individually
by the Board, from time to time, to exercise its or series of transaction(s) taken together or
powers conferred by this resolution), for entering otherwise), with Adani Enterprises Limited, a
into and / or carrying out and / or continuing with related party of the Company, during the financial
existing contracts / arrangements / transactions year 2023-24 as per the details set out in the
or modification(s) of earlier arrangements explanatory statement annexed to this notice,
/ transactions or as fresh and independent notwithstanding the fact that the aggregate
transaction(s) or otherwise (whether individually value of all these transaction(s), whether
or series of transaction(s) taken together or undertaken directly by the Company or along with
otherwise), with MPSEZ Utilities Limited, a its subsidiary(ies), may exceed the prescribed
related party of the Company, as per the details thresholds as per provisions of the SEBI Listing
set out in the explanatory statement annexed Regulations as applicable from time to time,
to this notice, notwithstanding the fact that provided, however, that the said contract(s)/
the aggregate value of all these transaction(s), arrangement(s)/ transaction(s) shall be carried
whether undertaken directly by the Company out on an arm’s length basis and in the ordinary
or along with its subsidiary(ies), may exceed course of business of the Company.
the prescribed thresholds as per provisions of
RESOLVED FURTHER THAT the Board be and
the SEBI Listing Regulations as applicable from
are hereby severally authorised to execute all
time to time, provided, however, that the said
such agreements, documents, instruments and
contract(s)/ arrangement(s)/ transaction(s) shall
writings as deemed necessary, with power to
be carried out on an arm’s length basis and in the
alter and vary the terms and conditions of such
ordinary course of business of the Company.
contracts/ arrangements/ transactions, settle all
RESOLVED FURTHER THAT the Board be and questions, difficulties or doubts that may arise in
are hereby severally authorised to execute all this regard”.
such agreements, documents, instruments and
11. To consider, and, if thought fit, to approve the
writings as deemed necessary, with power to
related party transaction(s) proposed to be
alter and vary the terms and conditions of such
entered into by the Company and to pass, with or
contracts/ arrangements/ transactions, settle all
without modification(s), the following resolution
questions, difficulties or doubts that may arise in
as an Ordinary Resolution:
this regard”.
“RESOLVED THAT pursuant to the applicable
10. To consider, and, if thought fit, to approve the
provisions of the Companies Act, 2013 read
material related party transaction(s) proposed
with the rules framed thereunder (including
to be entered into by the Company during the
any statutory amendment(s) or re-enactment(s)
financial year 2023-24 and to pass, with or
thereof, for the time being in force, if any), and
without modification(s), the following resolution
in terms of Regulation 23 of the Securities and
as an Ordinary Resolution:
Exchange Board of India (Listing Obligations
“RESOLVED THAT pursuant to the applicable and Disclosure Requirements) Regulations, 2015
provisions of the Companies Act, 2013 read (“SEBI Listing Regulations”), as amended from
with the rules framed thereunder (including time to time, the consent of the Members of
any statutory amendment(s) or re-enactment(s) the Company be and is hereby accorded to the
thereof, for the time being in force, if any), and Board of Directors of the Company (the “Board”,
in terms of Regulation 23 of the Securities and which term shall be deemed to include any duly
Exchange Board of India (Listing Obligations authorized Committee constituted /empowered
and Disclosure Requirements) Regulations, 2015 by the Board, from time to time, to exercise its
(“SEBI Listing Regulations”), as amended from powers conferred by this resolution), for entering
time to time, the consent of the Members of into and / or carrying out and / or continuing with
the Company be and is hereby accorded to the existing contracts / arrangements / transactions
Board of Directors of the Company (the “Board” , or modification(s) of earlier arrangements
which term shall be deemed to include any duly / transactions or as fresh and independent
authorized Committee constituted /empowered transaction(s) or otherwise (whether individually
by the Board, from time to time, to exercise its or series of transaction(s) taken together or
powers conferred by this resolution), for entering otherwise), with Dirk Trade & Logistics LLP, a
into and / or carrying out and / or continuing with related party of the Company, as per the details
existing contracts / arrangements / transactions set out in the explanatory statement annexed
 NOTICE 5

to this notice, notwithstanding the fact that provided, however, that the said contract(s)/
the aggregate value of all these transaction(s), arrangement(s)/ transaction(s) shall be carried
whether undertaken directly by the Company out on an arm’s length basis and in the ordinary
or along with its subsidiary(ies), may or may not course of business of the Company.
exceed the prescribed thresholds as per provisions
RESOLVED FURTHER THAT the Board be and
of the SEBI Listing Regulations as applicable from
are hereby severally authorised to execute all
time to time, provided, however, that the said
such agreements, documents, instruments and
contract(s)/ arrangement(s)/ transaction(s) shall
writings as deemed necessary, with power to
be carried out on an arm’s length basis and in the
alter and vary the terms and conditions of such
ordinary course of business of the Company.
contracts/ arrangements/ transactions, settle all
RESOLVED FURTHER THAT the Board be and questions, difficulties or doubts that may arise in
are hereby severally authorised to execute all this regard”.
such agreements, documents, instruments and
13. To consider, and, if thought fit, to approve the
writings as deemed necessary, with power to
material related party transaction(s) proposed to
alter and vary the terms and conditions of such
be entered into by the subsidiary of the Company
contracts/ arrangements/ transactions, settle all
during the financial year 2023-24 and to pass,
questions, difficulties or doubts that may arise in
with or without modification(s), the following
this regard”.
resolution as an Ordinary Resolution:
12. To consider, and, if thought fit, to approve the
“RESOLVED THAT pursuant to the applicable
material related party transaction(s) proposed to
provisions of the Companies Act, 2013 read
be entered into by the subsidiary of the Company
with the rules framed thereunder (including
during the financial year 2023-24 and to pass,
any statutory amendment(s) or re-enactment(s)
with or without modification(s), the following
thereof, for the time being in force, if any), and
resolution as an Ordinary Resolution:
in terms of Regulation 23 of the Securities and
“RESOLVED THAT pursuant to the applicable Exchange Board of India (Listing Obligations
provisions of the Companies Act, 2013 read and Disclosure Requirements) Regulations,
with the rules framed thereunder (including 2015 (“SEBI Listing Regulations”), as amended
any statutory amendment(s) or re-enactment(s) from time to time, the consent of the Members
thereof, for the time being in force, if any), and of the Company be and is hereby accorded to
in terms of Regulation 23 of the Securities and the Board of Directors of the Company (the
Exchange Board of India (Listing Obligations “Board”), for entering into and / or carrying out
and Disclosure Requirements) Regulations, 2015 and / or continuing with existing contracts /
(“SEBI Listing Regulations”), as amended from arrangements / transactions or modification(s) of
time to time, the consent of the Members of earlier arrangements / transactions or as fresh and
the Company be and is hereby accorded to the independent transaction(s) or otherwise (whether
Board of Directors of the Company (the “Board” , individually or series of transaction(s) taken
which term shall be deemed to include any duly together or otherwise), with Adani Enterprises
authorized Committee constituted /empowered Limited, a related party of the Company, during
by the Board, from time to time, to exercise its the financial year 2023-24 as per the details
powers conferred by this resolution), for entering set out in the explanatory statement annexed
into and / or carrying out and / or continuing with to this notice, notwithstanding the fact that
existing contracts / arrangements / transactions the aggregate value of all these transaction(s),
or modification(s) of earlier arrangements whether undertaken directly by the Company
/ transactions or as fresh and independent or along with its subsidiary(ies), may exceed
transaction(s) or otherwise (whether individually the prescribed thresholds as per provisions of
or series of transaction(s) taken together or the SEBI Listing Regulations as applicable from
otherwise), with Adani Global PTE Limited, a time to time, provided, however, that the said
related party of the Company, during the financial contract(s)/ arrangement(s)/ transaction(s) shall
year 2023-24 as per the details set out in the be carried out on an arm’s length basis and in the
explanatory statement annexed to this notice, ordinary course of business of the Company.
notwithstanding the fact that the aggregate
RESOLVED FURTHER THAT the Board of Directors
value of all these transaction(s), whether
of the Company and the Management Committee
undertaken directly by the Company or along with
of the Board of Directors of the Company be and
its subsidiary(ies), may exceed the prescribed
are hereby severally authorised to execute all
thresholds as per provisions of the SEBI Listing
such agreements, documents, instruments and
Regulations as applicable from time to time,
 ANNUAL REPORT 2022-23
6 ADANI POWER LIMITED

writings as deemed necessary, with power to obtained from the Company’s Bankers in the
alter and vary the terms and conditions of such ordinary course of business) may, at any time,
contracts/ arrangements/ transactions, settle all exceed the aggregate of the paid-up share
questions, difficulties or doubts that may arise in capital of the Company and its free reserves (that
this regard”. is to say reserves not set apart for any specific
purpose), subject to such aggregate borrowings
14. To consider and, if thought fit, to ratify the
not exceeding the amount which is H75,000
remuneration of the Cost Auditors appointed
Crore (Rupees Seventy-Five Thousand Crore only)
by the Board of Directors of the Company, for
and that the Board be and is hereby empowered
the financial year ending 31st March, 2024 and
and authorized to arrange or fix the terms and
to pass, with or without modification(s), the
conditions of all such monies to be borrowed from
following resolution as an Ordinary Resolution:
time to time as to interest, repayment, security
“RESOLVED THAT pursuant to the provisions of or otherwise as it may, in its absolute discretion,
Section 148 and all other applicable provisions think fit.
of the Companies Act, 2013 and the Companies
RESOLVED FURTHER THAT the Board of Directors
(Audit and Auditors) Rules, 2014 (including any
of the Company be and are hereby severally
statutory modification(s) or re-enactment thereof
authorized to do all such acts, deeds, matters and
for the time being in force), M/s. Kiran J. Mehta &
things as may be deemed proper, desirable and
Co., Cost Accountants [Firm Reg. No. 000025], the
expedient in its absolute discretion and as may be
Cost Auditors appointed by the Board of Directors
deemed necessary in this regard and to give, from
of the Company, based on the recommendation
time to time, such directions as may be necessary,
of the Audit Committee, to conduct the audit
expedient, usual or proper as the Board in its
of the cost records of the Company for the
absolute discretion may think fit.
financial year ending 31st March, 2024, be paid
remuneration of ₹ 1,40,000/- plus applicable taxes RESOLVED FURTHER THAT a certified true copy
and reimbursement of out of pocket expenses at of this Resolution be and is hereby issued to
actual, if any, incurred in connection with the all concerns under the hand of any director or
audit. Company Secretary of the Company.”
RESOLVED FURTHER THAT the Board of Directors 16. To consider and, if thought fit, approve the
of the Company be and is hereby authorized creation of mortgage / charge on the properties
to do all acts and take all such steps as may be / undertakings of the Company under Section
necessary, proper or expedient to give effect to 180(1)(a) of the Companies Act, 2013 and to pass,
this resolution.” with or without modification(s), the following
resolution as a Special Resolution:
15. To consider and, if thought fit, approve the
increase in borrowing limits of the Company “RESOLVED THAT pursuant to the provisions of
under section 180(1)(c) of the Companies Act, Section 180(1)(a) and other applicable provisions,
2013 and to pass, with or without modification(s), if any, of the Companies Act, 2013 (“the Act”)
the following resolution as a Special Resolution: read with the Companies (Meetings of Board and
its Powers) Rules, 2014 including any statutory
“RESOLVED THAT in supersession of earlier
modification(s) or re-enactment(s) thereof, for the
resolution passed in this regard, pursuant to
time being in force, , consent of the Members be
the provisions of Section 180(1)(c) and other
and is hereby accorded to the Board of Directors
applicable provisions, if any, of the Companies
of the Company (hereinafter referred to as “the
Act, 2013 read with the Companies (Meetings
Board” which term shall be deemed to include any
of Board and its Powers) Rules, 2014, including
Committee of the Board) for creation of charge /
any statutory modification(s) or re-enactment(s)
mortgage / pledge / hypothecation / security in
thereof, for the time being in force, and consent
addition to existing charge / mortgage / pledge /
of the Members be and is hereby accorded to the
hypothecation / security, in such form and manner
Board of Directors of the Company (hereinafter
and with such ranking and at such time and on
referred to as “the Board” which term shall be
such terms as the Board may determine, on all or
deemed to include any Committee of the Board),
any of the moveable and / or immovable properties,
to borrow any sum or sums of money from time
tangible or intangible assets of the Company,
to time at its discretion, for the purpose of the
both present and future and / or the whole or any
business of the Company, from banks, financial
part of the undertaking(s) of the Company, as the
institutions, corporates and other body corporate,
case may be in favour of the banks, non-banking
notwithstanding that the monies to be borrowed
financial companies, financial institutions and
together with the monies already borrowed
other lender(s), Agent(s) and Trustee(s),for
by the Company (apart from temporary loans
securing the borrowings of the company availed
 NOTICE 7

/ to be availed by way of loan(s) (in foreign term shall be deemed to include any committee(s)
currency and / or rupee currency) and securities constituted/to be constituted by the Board to
in the nature of debt securities issued/ to be exercise its powers including powers conferred
issued by the company (comprising fully / partly by this resolution, to the extent permitted by
convertible debentures and/or non-convertible law), on the terms and conditions contained
debentures with or without detachable or non- in the financing documents, such terms and
detachable warrants and / or secured premium conditions to provide, inter alia, to convert the
notes and / or floating rate notes / bonds or whole or part of the outstanding loans of the
other debt instruments), issued / to be issued by Company (whether disbursed on or prior to or
the Company (hereinafter termed ‘loans’), from after the date of this resolution and whether then
time to time, provided that the total amount of due or payable or not), (as already stipulated or
loans shall not at any time exceed H75,000 Crore as may be specified by the Financial Institutions/
(Rupees Seventy Five Thousand Crore only) in Banks under the financing documents executed
excess of the aggregate of the paid-up capital or to be executed in respect of the financial
of the Company and its free reserves (apart from assistances which have already been availed
temporary loans obtained / to be obtained from or which may be availed) by the Company
the Company’s bankers in the ordinary course under the lending arrangements (existing and
of business) in respect of such borrowings and future arrangements) with various Banks and
containing such specific terms and conditions and Financial Institutions (hereinafter collectively
covenants in respect of enforcement of security referred to as the “Lenders”), at the option of
as may be stipulated in that behalf and agreed to, the Lenders, the loans or any other financial
between the Board of Directors and the lender(s), assistance categorized as loans (hereinafter
Agent(s) and Trustee(s) of the Company. referred to as the “Financial Assistance”), in
Foreign Currency or Indian Rupees, which have
RESOLVED FURTHER THAT the Board of Directors already been availed from the Lenders or as may
of the Company be and are hereby severally be availed from the Lenders, from time to time,
authorized to do all such acts, deeds, matters and
not exceeding H75,000 Crore (Rupees Seventy
things as may be deemed proper, desirable and
Five Thousand Crore Only), consistent with the
expedient in its absolute discretion and as may be
existing borrowing powers of the Company under
deemed necessary in this regard and to give, from
Section 180(1)(c) of the Companies Act, 2013,
time to time, such directions as may be necessary,
each such Financial Assistances being separate
expedient, usual or proper as the Board in its
and distinct from the other, into fully paid up
absolute discretion may think fit.
equity shares of the Company on such terms and
RESOLVED FURTHER THAT a certified true copy conditions as may be stipulated in the financing
of this Resolution be and is hereby issued to documents and subject to applicable law and in
all concerns under the hand of any director or the manner specified in a notice in writing to be
Company Secretary of the Company.” given by the Lenders (or their agents or trustees)
to the Company (hereinafter referred to as the
17. To consider and, if thought fit, approve the
“Notice of Conversion”) and in accordance with
conversion of loan into equity under Section 62(3)
the following conditions:
of the Companies Act, 2013 and to pass, with or
without modification(s), the following resolution (i) the conversion right reserved as aforesaid
as a Special Resolution: may be exercised by the Lenders on one or
more occasions during the currency of the
“RESOLVED THAT pursuant to Section 62(3)
Financial Assistance;
and other applicable provisions, if any, of the
Companies Act, 2013 and Rules made there (ii) on receipt of the Notice of Conversion, the
under and in accordance with the Memorandum Company shall, subject to the provisions of
of Association and Articles of Association of the financing documents, allot and issue
the Company and applicable regulations and the requisite number of fully paid-up equity
subject to all such approval(s), consent(s), shares to the Lenders or any other person
permission(s), sanction(s), if any, of appropriate identified by the Lenders as from the date of
statutory, governmental and other authorities conversion and the Lenders may accept the
and departments in this regard and subject same in satisfaction of the part of the loans
to such condition(s) and modification(s) as so converted;
may be prescribed or imposed, while granting
(iii) the part of the loan so converted shall cease to
such approval(s), consent(s), permission(s) or
carry interest as from the date of conversion
sanction(s), the consent of the Company be and is
and the loan shall stand correspondingly
hereby accorded to the Board of Directors of the
reduced. Upon such conversion, the
Company (hereinafter called the “Board”, which
 ANNUAL REPORT 2022-23
8 ADANI POWER LIMITED

repayment installments of the loan payable RESOLVED FURTHER THAT on receipt of the
after the date of conversion as per the Notice of Conversion, the Board be and is hereby
financing documents shall stand reduced authorized to do all such acts, deeds and things
proportionately by the amounts of the loan so as may be necessary and shall allot and issue
converted. The equity shares so allotted and requisite number of fully paid-up equity shares in
issued to the Lenders or such other person the Company to such Lenders.
identified by the Lenders shall carry, from
RESOLVED FURTHER THAT the Board be and is
the date of conversion, the right to receive
hereby authorized to issue, offer and allot from
proportionately the dividends and other
time to time to the Lenders such number of equity
distributions declared or to be declared in
shares for conversion of the outstanding portion
respect of the equity capital of the Company.
of the loans as may be desired by the Lenders.
Save as aforesaid, the said shares shall rank
pari passu with the existing equity shares of RESOLVED FURTHER THAT the Board be and is
the Company in all respects. hereby authorized to accept such modifications
and to accept such terms and conditions as may
(iv) In the event that the Lenders exercise the
be imposed or required by the Lenders arising from
conversion right as aforesaid, the Company
or incidental to the aforesaid terms providing for
shall at its cost get the equity shares, issued
such option and to do all such acts and things as
to the Lenders or such other person identified
may be necessary to give effect to this resolution.
by the Lenders as a result of the conversion,
listed with such stock exchanges as may RESOLVED FURTHER THAT for the purpose of
be prescribed by the Lenders or such other giving effect to this resolution, the Board, be and
person identified by the Lenders and for the is hereby authorised to do all such acts, deeds,
said purpose the Company shall take all such matters and things, as it may in its absolute
steps as may be necessary to the satisfaction discretion deem necessary, proper or desirable
of the Lenders or such other person identified as may be required to create, offer, issue and
by the Lenders, to ensure that the equity allot the aforesaid shares, to dematerialize the
shares are listed as required by the Lenders or shares of the Company and to resolve and settle
such other person identified by the Lenders. any question, difficulty or doubt that may arise in
this regard and to do all such other acts, deeds,
(v) The loans shall be converted into equity shares
matters and things in connection or incidental
at a price to be determined in accordance
thereto as the Board in its absolute discretion
with the applicable Securities and Exchange
may deem fit, without being required to seek any
Board of India Regulations at the time of such
further consent or approval of the members or
conversion.
otherwise to the end and intent that they shall
RESOLVED FURTHER THAT the Board be and be deemed to have given their approval thereto
is hereby authorized to finalise the terms and expressly by the authority of this resolution.
conditions for raising the Financial Assistances,
RESOLVED FURTHER THAT the Board be and is
from time to time, with an option to convert the
hereby also authorized to delegate all or any of
Financial Assistances into equity shares of the
the powers herein conferred by this resolution on
Company anytime during the currency of the
it, to any committee of Directors or any person or
Financial Assistances, on the terms specified
persons, as it may in its absolute discretion deem
in the financing documents, including upon
fit in order to give effect to this resolution.”
happening of an event of default by the Company
in terms of the loan arrangements.

Date: 21st June, 2023 For and on behalf of the Board

Place : Ahmedabad Adani Power Limited

Registered Office: Deepak S. Pandya

Adani Corporate House, Shantigram, Company Secretary
Nr. Vaishno Devi Circle, Membership No. FCS 5002
S. G. Highway, Khodiyar,
Ahmedabad – 382 421
CIN : L40100GJ1996PLC030533
 NOTICE 9

NOTES:
1. The Government of India, Ministry of Corporate at www.adanitransmission.com The Notice can
Affairs has allowed conducting Annual General also be accessed from the websites of the Stock
Meeting through Video Conferencing (VC) or Exchanges i.e. BSE Limited and National Stock
Other Audio-Visual Means (OAVM) and dispended Exchange of India Limited at www.bseindia.com
the personal presence of the members at the and www.nseindia.com respectively and the
meeting. Accordingly, the Ministry of Corporate AGM Notice is also available on the website of
Affairs issued Circular No. 14/2020 dated 8th CDSL (agency for providing the Remote e-Voting
April, 2020, Circular No. 17/2020 dated 13th April, facility) i.e. www.evotingindia.com
2020 and Circular No. 20/2020 dated 5th May,
7. The Register of members and share transfer
2020 and Circular No. 02/2021 dated 13th January,
books of the Company will remain closed from
2021 and Circular No. 21/2021 dated December
Wednesday, 12th July, 2023 to Wednesday, 19th
14, 2021 and 02/2022 dated 5th May 2022 and
July, 2023 (both days inclusive) for the purpose of
latest being 10/2022 dated December 28, 2022
AGM.
(“MCA Circulars”) and Circular No. SEBI/HO/CFD/
CMD2/CIR/P/2021/11 dated January 15, 2021 and 8. Members seeking any information with regard to
Circular No. SEBI/HO/DDHS/P/CIR/2022/0063 accounts are requested to write to the Company
dated 13th May, 2022 and SEBI/HO/CRD/PoD- at least 10 days before the meeting so as to
2/P/CIR/2023/4 dated 5th January, 2023 issued enable the management to keep the information
by the Securities Exchange Board of India (“SEBI ready.
Circular”) prescribing the procedures and manner
9. Members holding the shares in physical mode
of conducting the Annual General Meeting
are requested to notify immediately the change
through VC/OVAM. In terms of the said circulars,
of their address and bank particulars to the R&T
the 10th Annual General Meeting (“AGM”) of the
Agent of the Company. In case shares held in
Members will be held through VC/OAVM. Hence,
dematerialized form, the information regarding
Members can attend and participate in the AGM
change of address and bank particulars should be
through VC/OAVM only. The detailed procedure
given to their respective Depository Participant.
for participation in the meeting through VC/
OAVM is as per note no. 18 and available at the 10. In terms of Section 72 of the Act, nomination
Company’s website www.adanipower.com. facility is available to individual Members holding
shares in the physical form. The shareholders who
2. The helpline number regarding any query /
are desirous of availing this facility, may kindly
assistance for participation in the AGM through
write to Company’s R&T Agent for nomination
VC/OAVM is 022-23058542/43.
form by quoting their folio number.
3. Information regarding appointment/
11. The Register of Directors’ and Key Managerial
reappointment of Directors and Explanatory
Personnel and their shareholding maintained
Statement in respect of special businesses
under Section 170 of the Act, the Register of
to be transacted pursuant to Section 102 of
contracts or arrangements in which the Directors
the Companies Act, 2013 (“the Act”) and/or
are interested under Section 189 of the Act and
Regulation 36(3) of the SEBI (Listing Obligations
all other documents referred to in this Notice will
and Disclosure Requirements) Regulations, 2015
be available for inspection in electronic mode.
(“SEBI Listing Regulations”) is annexed hereto.
12. The Members can join the AGM through the VC/
4. Pursuant to the Circular No. 14/2020 dated 8th
OAVM mode 15 (fifteen) minutes before and after
April, 2020, issued by the Ministry of Corporate
the scheduled time of the commencement of the
Affairs, the facility to appoint proxy to attend and
AGM by following the procedure mentioned in the
cast vote for the Members is not available for this
AGM Notice. The facility of participation at the
AGM. However, the Body Corporates are entitled
AGM through VC/OAVM will be made available
to appoint authorised representatives to attend
for 1,000 members on first come first served
the AGM through VC/OAVM and participate
basis. This will not include large Shareholders
thereat and cast their votes through e-voting.
(Shareholders holding 2% or more shareholding),
5. The attendance of the Members attending the Promoters, Institutional Investors, Directors, Key
AGM through VC/OAVM will be counted for the Managerial Personnel, the Chairpersons of the
purpose of reckoning the quorum under Section Audit Committee, Nomination and Remuneration
103 of the Act. Committee and Stakeholders’ Relationship
Committee, Auditors etc. who are allowed to
6. In line with the aforesaid Ministry of Corporate
attend the AGM without restriction on account of
Affairs Circulars, the AGM Notice calling the AGM
first come first served basis.
has been uploaded on the website of the Company
 ANNUAL REPORT 2022-23
10 ADANI POWER LIMITED

13. Process and manner for members opting for The voting rights of the Members shall be in
voting through Electronic means: proportion to their share in the paid-up equity
share capital of the Company as on the Cut-
i. Pursuant to the provisions of Section 108 of
off date i.e. Wednesday, 12th July, 2023.
the Act read with Rule 20 of the Companies
(Management and Administration) Rules, vi. The Company has appointed CS Chirag Shah,
2014 (as amended) and Regulation 44 of Practising Company Secretary (Membership
SEBI Listing Regulations (as amended), No. FCS: 5545; CP No: 3498), to act as
and the Circulars issued by the Ministry of the Scrutinizer for conducting the remote
Corporate Affairs dated 8th April, 2020, 13th e-voting process as well as the e-voting
April, 2020, 5th May, 2020,13th January, 2021 system on the date of the AGM, in a fair and
14th December, 2021, 5th May 2022 transparent manner.
and 28th December, 2022, the Company is
14. Process for those shareholders whose email ids
providing facility of remote e-voting to its
are not registered:
Members in respect of the business to be
transacted at the AGM. For this purpose, the a) For Physical shareholders- please provide
Company has entered into an agreement with necessary details like Folio No., Name of
Central Depository Services (India) Limited shareholder, scanned copy of the share
(CDSL), as the Authorised e-voting agency for certificate (front and back), PAN (self-
facilitating voting through electronic means. attested scanned copy of PAN card), AADHAR
The facility of casting votes by a member using (self-attested scanned copy of Aadhar Card)
remote e-voting as well as e-voting system on by email to deepak.pandya@adani.com.
the date of the AGM will be provided by CDSL.
b) For Demat shareholders -, please provide
ii. Members whose names are recorded in Demat account details (CDSL-16 digit
the Register of Members or in the Register beneficiary ID or NSDL-16 digit DPID + CLID),
of Beneficial Owners maintained by the Name, client master or copy of Consolidated
Depositories as on the Cut-off date i.e. Account statement, PAN (self-attested
Wednesday, 12th July, 2023, shall be entitled scanned copy of PAN card), AADHAR (self-
to avail the facility of remote e-voting as well attested scanned copy of Aadhar Card) to
as e-voting system on the date of the AGM. deepak.pandya@adani.com.
Any recipient of the Notice, who has no voting
15. THE INSTRUCTIONS FOR SHAREHOLDERS FOR
rights as on the Cut-off date, shall treat this
REMOTE VOTING ARE AS UNDER:
Notice as intimation only.
(i) The voting period begins on Saturday,
iii. A person who has acquired the shares and
15th July, 2023 at 9.00 a.m. and ends on
has become a Member after the despatch of
Tuesday, 18th July, 2023 at 5.00 p.m. During
the Notice of the AGM and prior to the Cut-
this period shareholders’ of the Company,
off date i.e. Wednesday, 12th July, 2023, shall
holding shares either in physical form or in
be entitled to exercise his/her vote either
dematerialized form, as on the cut-off date
electronically i.e. remote e-voting or venue
i.e. Wednesday, 12th July, 2023 may cast their
voting system on the date of the AGM by
vote electronically. The e-voting module shall
following the procedure mentioned in this
be disabled by CDSL for voting thereafter.
part.
(ii) Shareholders who have already voted prior
iv. The remote e-voting will commence on
to the meeting date would not be entitled to
Saturday, 15th July, 2023 at 9.00 a.m. and
vote at the meeting.
will end on Tuesday, 18th July, 2023 at 5.00
p.m. During this period, the members of the (iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/
Company holding shares either in physical CMD/CIR/P/2020/242 dated 9th December,
form or in demat form as on the Cut-off date 2020, under Regulation 44 of Securities and
i.e. Wednesday, 12th July, 2023 may cast their Exchange Board of India (Listing Obligations
vote electronically. The members will not be and Disclosure Requirements) Regulations,
able to cast their vote electronically beyond 2015, listed entities are required to provide
the date and time mentioned above and the remote e-voting facility to its shareholders,
remote e-voting module shall be disabled for in respect of all shareholders’ resolutions.
voting by CDSL thereafter. However, it has been observed that the
participation by the public non-institutional
v. Once the vote on a resolution is cast by
shareholders/retail shareholders is at a
the Member, he/she shall not be allowed to
negligible level.
change it subsequently or cast the vote again.
 NOTICE 11

Currently, there are multiple e-voting service Step 1: Access through Depositories CDSL/
providers (ESPs) providing e-voting facility NSDL e-Voting system in case of individual
to listed entities in India. This necessitates shareholders holding shares in demat mode.
registration on various ESPs and maintenance
(iv) In terms of SEBI circular no. SEBI/HO/CFD/
of multiple user IDs and passwords by the
CMD/CIR/P/2020/242 dated 9th December,
shareholders.
2020 on e-Voting facility provided by Listed
In order to increase the efficiency of Companies, Individual shareholders holding
the voting process, pursuant to a public securities in demat mode are allowed to vote
consultation, it has been decided to enable through their demat account maintained with
e-voting to all the demat account holders, by Depositories and Depository Participants.
way of a single login credential, through their Shareholders are advised to update their
demat accounts/ websites of Depositories/ mobile number and email Id in their demat
Depository Participants. Demat account accounts in order to access e-Voting facility.
holders would be able to cast their vote
Pursuant to abovesaid SEBI Circular, Login
without having to register again with the
method for e-Voting and joining virtual
ESPs, thereby, not only facilitating seamless
meetings for Individual shareholders holding
authentication but also enhancing ease and
securities in Demat mode is given below:
convenience of participating in e-voting
process.

Type of shareholders Login Method

Individual Shareholders holding 1) Users who have opted for CDSL Easi / Easiest facility, can login
securities in Demat mode with CDSL through their existing user id and password. Option will be made
available to reach e-Voting page without any further authentication.
The users to login to Easi / Easiest are requested to visit cdsl website
www.cdslindia.com and click on login icon & New System Myeasi
Tab.
2) After successful login the Easi / Easiest user will be able to see
the e-Voting option for eligible companies where the evoting is in
progress as per the information provided by company. On clicking
the evoting option, the user will be able to see e-Voting page of
the e-Voting service provider for casting your vote during the
remote e-Voting period or joining virtual meeting & voting during
the meeting. Additionally, there is also links provided to access the
system of all e-Voting Service Providers, so that the user can visit
the e-Voting service providers’ website directly.
3) If the user is not registered for Easi/Easiest, option to register is
available at cdsl website www.cdslindia.com and click on login &
New System Myeasi Tab and then click on registration option.
4) Alternatively, the user can directly access e-Voting page by providing
Demat Account Number and PAN No. from a e-Voting link available
on www.cdslindia.com home page. The system will authenticate
the user by sending OTP on registered Mobile & Email as recorded
in the Demat Account. After successful authentication, user will be
able to see the e-Voting option where the e-voting is in progress
and also able to directly access the system of all e-Voting Service
Providers.
 ANNUAL REPORT 2022-23
12 ADANI POWER LIMITED

Type of shareholders Login Method

Individual Shareholders holding 1) If you are already registered for NSDL IDeAS facility, please visit
securities in demat mode with NSDL the e-Services website of NSDL. Open web browser by typing the
following URL: https://eservices.nsdl.com either on a Personal
Computer or on a mobile. Once the home page of e-Services is
launched, click on the “Beneficial Owner” icon under “Login” which is
available under ‘IDeAS’ section. A new screen will open. You will have
to enter your User ID and Password. After successful authentication,
you will be able to see e-Voting services. Click on “Access to e-Voting”
under e-Voting services and you will be able to see e-Voting page.
Click on company name or e-Voting service provider name and you
will be re-directed to e-Voting service provider website for casting
your vote during the remote e-Voting period or joining virtual
meeting & voting during the meeting.
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/
IdeasDirectReg.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
hold with NSDL), Password/OTP and a Verification Code as shown on
the screen. After successful authentication, you will be redirected
to NSDL Depository site wherein you can see e-Voting page. Click
on company name or e-Voting service provider name and you will
be redirected to e-Voting service provider website for casting your
vote during the remote e-Voting period or joining virtual meeting &
voting during the meeting.
Individual Shareholders (holding You can also login using the login credentials of your demat account
securities in demat mode) through your Depository Participant registered with NSDL/CDSL for
login through their Depository e-Voting facility. After successful login, you will be able to see e-Voting
Participants option. Once you click on e-Voting option, you will be redirected to NSDL/
CDSL Depository site after successful authentication, wherein you can
see e-Voting feature. Click on company name or e-Voting service provider
name and you will be redirected to e-Voting service provider’s website
for casting your vote during the remote e-Voting period or joining virtual
meeting & voting during the meeting.
 NOTICE 13

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and
Forget Password option available at abovementioned websites.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login
through Depository i.e. CDSL and NSDL

Login type Helpdesk details

Individual Shareholders holding securities in Demat Members facing any technical issue in login can contact CDSL helpdesk
mode with CDSL by sending a request at helpdesk.evoting@cdslindia.com or call toll
free no. 1800 22 55 33.
Individual Shareholders holding securities in Demat Members facing any technical issue in login can contact NSDL helpdesk
mode with NSDL by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800
1020 990 and 1800 22 44 30
Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode
and non-individual shareholders in demat mode.
(v) Login method for e-Voting and joining virtual meeting for shareholders other than individual shareholders
& physical shareholders.
1. The shareholders should log on to the e-voting website www.evotingindia.com.
2. Click on Shareholders.
3. Now Enter your User ID
a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Members 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 voting of any company, then your existing password is to be used.
6. If you are a first time user follow the steps given below:

For Physical shareholders and other than individual shareholders holding shares in Demat.
PAN Enter your 10-digit alpha-numeric PAN issued by Income Tax Department
(Applicable for both demat shareholders as well as physical shareholders)
Members who have not updated their PAN with the Company/Depository
Participant are requested to use the sequence number indicated in the PAN
field.
Dividend Bank Details 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.
OR Date of Birth (DOB)
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 as
mentioned in instruction (v).

(vi) After entering these details appropriately, to vote, provided that company opts for
click on “SUBMIT” tab. e-voting through CDSL platform. It is strongly
recommended not to share your password
(vii) Members holding shares in physical form will
with any other person and take utmost care
then directly reach the Company selection
to keep your password confidential.
screen. However, members holding shares
in demat form will now reach ‘Password (viii) For Members holding shares in physical form,
Creation’ menu wherein they are required the details can be used only for e-voting on
to mandatorily enter their login password in the resolutions contained in this Notice.
the new password field. Kindly note that this
(ix) Click on the EVSN of the Company – ADANI
password is to be also used by the demat
POWER LIMITED on which you choose to
holders for voting for resolutions of any
vote.
other company on which they are eligible
 ANNUAL REPORT 2022-23
14 ADANI POWER LIMITED

(x) On the voting page, you will see “RESOLUTION have issued in favour of the Custodian, if
DESCRIPTION” and against the same the any, should be uploaded in PDF format
option “YES/NO” for voting. Select the option in the system for the scrutinizer to verify
YES or NO as desired. The option YES implies the same.
that you assent to the Resolution and option
• Alternatively, Non Individual shareholders
NO implies that you dissent to the Resolution.
are required to send the relevant Board
(xi) Click on the “RESOLUTIONS FILE LINK” if you Resolution/ Authority letter etc. together
wish to view the entire Resolution details. with attested specimen signature of
the duly authorized signatory who are
(xii) After selecting the resolution, you have
authorized to vote, to the Scrutinizer and
decided to vote on, click on “SUBMIT”. A
to the Company, if voted from individual
confirmation box will be displayed. If you
tab & not uploaded same in the CDSL
wish to confirm your vote, click on “OK”, else
e-voting system for the scrutinizer to
to change your vote, click on “CANCEL” and
verify the same.
accordingly modify your vote.
• If you have any queries or issues regarding
(xiii) Once you “CONFIRM” your vote on the
attending AGM & e-Voting from the CDSL
resolution, you will not be allowed to modify
e-Voting System, you can write an email
your vote.
to helpdesk.evoting@cdslindia.com or
(xiv) You can also take a print of the votes cast by contact at toll free no. 1800 22 55 33.
clicking on “Click here to print” option on the
• All grievances connected with the
Voting page.
facility for voting by electronic means
(xv) If a demat account holder has forgotten the may be addressed to Mr. Rakesh Dalvi,
login password, then Enter the User ID and the Sr. Manager, (CDSL) Central Depository
image verification code and click on Forgot Services (India) Limited, A Wing, 25th
Password & enter the details as prompted by Floor, Marathon Futurex, Mafatlal Mill
the system. Compounds, N M Joshi Marg, Lower Parel
(East), Mumbai - 400013 or send an email
There is also an optional provision to upload
to helpdesk.evoting@cdslindia.com or
Board Resolution/Power of Attorney if any
call toll free no. 1800 22 55 33.
uploaded, which will be made available to
scrutinizer for verification. 16. The instructions for shareholders attending
the AGM through VC/OAVM & e-voting during
(xvi) Note for Non – Individual Shareholders and
meeting are as under:-
Custodians – For remote voting only.
a. The procedure for attending meeting &
• Non-Individual shareholders (i.e. other
e-Voting on the day of the AGM is same as
than Individuals, HUF, NRI etc.) and
the instructions mentioned above for remote
Custodian are required to log on to www.
e-voting.
evotingindia.com and register themselves
as Corporates. b. The link for VC/OAVM to attend meeting will
be available where the EVSN of Company
• A scanned copy of the Registration Form
will be displayed after successful login as per
bearing the stamp and sign of the entity
the instructions mentioned above for remote
should be emailed to helpdesk.evoting@
e-voting.
cdslindia.com.
c. Only those Members/ shareholders, who will
• After receiving the login details a
be present in the AGM through VC/OAVM
Compliance User should be created
facility and have not casted their vote on the
using the admin login and password. The
Resolutions through remote e-Voting and
Compliance User would be able to link
are otherwise not barred from doing so, shall
the account(s) for which they wish to
be eligible to vote through e-Voting system
vote on.
available in the AGM.
• The list of accounts linked in the login
d. If any Votes are cast by the Members through
should be mailed to helpdesk.evoting@
the e-voting available during the AGM and if
cdslindia.com and on approval of the
the same members have not participated in
accounts they would be able to cast their
the meeting through VC/OAVM facility, then
vote.
the votes cast by such members shall be
• A scanned copy of the Board Resolution considered invalid as the facility of e-voting
and Power of Attorney (POA) which they during the meeting is available only to the
 NOTICE 15

members participating in the meeting. 2. Members are encouraged to join the Meeting
through Laptops / iPads for better experience.
e. Members who have voted through Remote
e-Voting will be eligible to attend the AGM. 3. Further Members will be required to allow
However, they will not be eligible to vote at Camera and use Internet with a good speed
the AGM. to avoid any disturbance during the meeting.
17. The results declared along with the Scrutinizer’s 4. Please note that participants connecting
Report shall be placed on the Company’s website from Mobile Devices or Tablets or through
www.adanipower.com and on the website of Laptop connecting via Mobile Hotspot
CDSL i.e. www.cdslindia.com within two days of may experience Audio/Video loss due to
the passing of the Resolutions at the 27th Annual fluctuation in their respective network. It is
General Meeting of the Company and shall also therefore recommended to use stable Wi-Fi
be communicated to the Stock Exchanges where or LAN connection to mitigate any kind of
the shares of the Company are listed. aforesaid glitches.
18. INSTRUCTIONS FOR MEMBERS FOR ATTENDING 5. For ease of conduct, members who would like
THE AGM THROUGH VC/OAVM ARE AS UNDER: to ask questions may send their questions
in advance at least (7) days before AGM
1. Members will be provided with a facility to
mentioning their name, demat account
attend the AGM through VC/OAVM or view
number / folio number, email id, mobile
the live webcast of AGM through the CDSL
number at deepak.pandya@adani.com and
e-Voting system. Members may access the
register themselves as a speaker. Those
same at https://www.evotingindia.com
Members who have registered themselves as
under shareholders’/members login by using
a speaker will only be allowed to express their
the remote e-voting credentials. The link for
views/ask questions during the AGM.
VC/OAVM will be available in shareholder/
members login where the EVSN of Company 6. Since the AGM will be held through VC/OAVM,
will be displayed. the Route Map is not annexed in this Notice.

Contact Details:
Company : Mr. Deepak S. Pandya
Company Secretary and Compliance Officer
Adani Power Limited
Regd. Office: " Adani Corporate House”, Shantigram,
Nr. Vaishno Devi Circle, S. G. Highway, Khodiyar,
Ahmedabad – 382 421, Gujarat, India
CIN: L40100GJ1996PLC030533
E-mail: deepak.pandya@adani.com
Registrar and Transfer Agent : M/s. KFin Technologies Limited
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
E-mail: helpdesk.evoting@cdslindia.com
Phone: 022- 22723333 / 8588
Scrutinizer : CS Chirag Shah
Practicing Company Secretary
E-mail: pcschirag@gmail.com
 ANNUAL REPORT 2022-23
16 ADANI POWER LIMITED

ANNEXURE TO NOTICE

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 AND / OR REGULATION
36(3) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015.

For Item No. 4: several innovative schemes including Pay per-use &
Based on the recommendation of the Nomination per-second billing.
and Remuneration Committee, the Board of Directors He had also worked at NTPC (14 years) and BSES
of the Company, at its meeting held on 5th May, (7 years) prior to joining Tata Group where he spent
2023, unanimously re-appointed Mr. Anil Sardana as 18 years. He held Chairman’s position at CII National
Managing Director of the Company for a period of Committee on Power from 2012 onwards till April
5 (five) years w.e.f. 11th July, 2023. Mr. Anil Sardana 2018, whereafter he is now National Co-Chair on CII’s
has effectively served the Company as a Managing Infra Council.
Director since 11th July, 2020 and the Company has
shown consistent growth under this tenure. He has Mr. Sardana holds a degree of Bachelors in Engineering
more than 43 years of experience in the infrastructure from Delhi College of Engineering. He also holds a
space, particularly in the Energy and Telecom sectors Post-Graduate degree in Cost Accountancy (ICWAI)
having managed complex transitions, developments and a Post-Graduate Diploma in Management and
and operations as well as Engineering, Procurement has attended Top Management Program at the Indian
and Construction assignments He has given his Institute of Management, Ahmedabad. He received
consent to be re-appointed as a Managing Director several recognitions from Indian & International
of the Company. fora’s and was also conferred with “Global Alumni
Excellence Award” by his alma-mater Delhi College of
Brief profile of Mr. Anil Sardana – Engineering in 2012. He did his schooling from Sardar
Patel Vidyalaya, New Delhi.
Mr. Anil Sardana is the Managing Director of Adani
Transmission Limited since 10th May, 2018 and took The Board of Directors feel that it is in interest of the
over additional responsibility as Managing Director Company to re-appoint Mr. Anil Sardana as Managing
and CEO of Adani Power w.e.f. July, 2020. Prior to Director of the Company.
joining Adani, he was the CEO & Managing Director of
Tata Power for over seven years. Prior to that he was Mr. Anil Sardana is not disqualified from being
the Managing Director & CEO of Tata Teleservices, appointed as Managing Director in terms of Section
from August 2007 to January 2011. 164 of the Act and has given his consent to act as
Director.
He was also the founding CEO & Managing Director
of Tata Power Delhi Distribution Limited (TPDDL/ Brief resume and other details of Mr. Anil Sardana are
NDPL) having taken over as founding chief when provided in annexure to this Notice pursuant to the
the company was set up in 2002 to takeover from provision of SEBI (Listing Obligations and Disclosure
state owned Discom. Mr Sardana is credited with Requirements) Regulation, 2015 and Secretarial
having spearheaded the dramatic turnaround of Standard on General Meetings (“SS-2”), issued by the
Tata Power Delhi Distribution, having achieved Institute of Company Secretaries of India.
benchmark performance standards-including The Board recommends passing of the Special
world record Reduction of Aggregate Technical Resolution as set out in Item nos. 3 of this Notice, for
and Commercials Losses and making discoverable approval by the Members of the Company.
changes in deliverables to customers. Tata Power
Delhi Distribution was also bestowed the prestigious Mr. Anil Sardana is deemed to be interested in the
‘Silver National Award for Meritorious Performance’ said resolution as it relates to his appointment.
for two consecutive years 2004-2005 and 2005- None of other the Directors, Key Managerial Personnel
2006 in Power Distribution by the Prime Minister. of the Company and their respective relatives, are
Mr. Sardana spearheaded two major M&A’s namely in any way, concerned or interested, financially or
with NTT DOCOMO of Japan and a reverse equity otherwise, if any, in the proposed Special Resolution,
swap & merger to create most valuable Telecom- as set out in Item no. 4 of this Notice.
Tower Infrastructure company VIOM with the highest The above may be treated as written memorandum
tenancy in the industry. Mr. Anil Sardana led the setting out the terms of appointment of Mr. Anil
transition of Tata Tele by launch of very successful Sardana under section 190 of the Companies Act,
Tata DOCOMO & Tata Photon brands. These brands 2013.
achieved stupendous off take. He also launched
 NOTICE 17

For Item Nos. 5, 6, 7, 8, 9, 10, 11, 12 and 13: agreed terms and conditions, and the aggregate
The provisions of the SEBI Listing Regulations, as of such transaction(s), are expected to cross the
amended by the Securities and Exchange Board of India applicable materiality thresholds as mentioned above.
(Listing Obligations and Disclosure Requirements) Accordingly, as per the SEBI Listing Regulations,
(Sixth Amendment) Regulations, 2021, effective April prior approval of the Members is being sought for
1, 2022, mandates prior approval of members by means all such arrangements / transactions proposed to be
of an ordinary resolution for all material related party undertaken by the Company, either directly or along
transactions and subsequent material modifications with its subsidiary(ies). All the said transactions shall
as defined by the audit committee, even if such be in the ordinary course of business of the Company
transactions are in the ordinary course of business and on an arm’s length basis.
of the concerned company and at an arm’s length The Audit Committee has, on the basis of relevant
basis. Effective from April 1, 2022, a transaction with details provided by the management, as required by
a related party shall be considered as material if the the law, reviewed and approved the said transaction(s),
transaction(s) to be entered into, either individually subject to approval of the Members, while noting that
or taken together with previous transactions during such transactions shall be on arms’ length basis and
a financial year, whether directly and/or through its in the ordinary course of business of the Company.
subsidiary(ies), exceed(s) H1,000 crore, or 10% of the
annual consolidated turnover as per the last audited Your Board of Directors considered the same and
financial statements of the listed entity, whichever is recommends passing of the resolutions contained in
lower. Item Nos. 5, 6, 7, 8, 9, 10, 11, 12 and 13 of this Notice.

In the financial year 2023-24, the Company, along with Information required under Regulation 23 of SEBI
its subsidiary(ies), propose to enter into certain related Listing Regulations read with SEBI Circular dated
party transaction(s) as mentioned below, on mutually 22nd November, 2021 is provided herein below:

Material Related Party Transactions by the Company

A. Resolution Item No. 5: Particulars of material related party transactions to be entered by Adani Power
Limited with Adani Rail Infra Private Limited

Particulars Details
i. Name of the Related Party Adani Rail Infra Private Limited (‘ARIPL’)
ii. Type of transaction Borrowing of funds
iii. Material terms and particulars of the proposed Material terms and conditions are / will be based
transaction on the contract(s) entered / proposed to be
entered into, which interalia include the rates
based on prevailing/ extant market conditions and
commercial terms as on the date of entering into
the contract(s).
iv. Nature of Relationship with the Company including ARIPL is an entity under common control with the
nature of its concern or interest (financial or Company.
otherwise)
v. Tenure of the proposed transaction During the financial year 2023-24
vi. Value of the proposed transaction Not to exceed H5,500 crores
vii. Value of RPT as % of –
• Company’s audited consolidated annual Approx. 12.82%.
turnover of H43,040.52 Crores for the financial
year 2022-2023.
• Subsidiary’s annual standalone turnover for the Not Applicable
financial year 2022-23.
viii. If the transaction relates to any loans, inter- Refer Note 1: Borrowing of funds and obtaining
corporate deposits, advances or investments made Financial Assistance
or given by the listed entity or its subsidiary:
 ANNUAL REPORT 2022-23
18 ADANI POWER LIMITED

Particulars Details
(i) Details of financial indebtedness incurred Refer Note 1: Borrowing of funds and obtaining
Financial Assistance
(ii) Applicable terms, including covenants, tenure, Refer Note 1: Borrowing of funds and obtaining
interest rate and repayment schedule, whether Financial Assistance
secured or unsecured; if secured, the nature of
security
(iii) the purpose for which the funds will be utilized Refer Note 1: Borrowing of funds and obtaining
by the ultimate beneficiary of such funds Financial Assistance
pursuant to the related party transaction
ix. Justification as to why the RPT is in the interest of Refer Note 1: Borrowing of funds and obtaining
the Company. Financial Assistance
x. Copy of the valuation or other external party report, Not Applicable
if any such report has been relied upon.
xi. Any other information relevant or important for None
the members to take a decision on the proposed
transaction.
B. Resolution Item No. 6: Particulars of material related party transactions to be entered by Adani Power
Limited with Adani Infra (India) Limited:

Particulars Details
i. Name of the Related Party Adani Infra (India) Limited (‘AIIL’)
ii. Type of transaction Borrowing of funds
iii. Material terms and particulars of the proposed Material terms and conditions are / will be based
transaction on the contract(s) entered / proposed to be
entered into, which interalia include the rates
based on prevailing/ extant market conditions and
commercial terms as on the date of entering into
the contract(s).
iv. Nature of Relationship with the Company including AIIL is an entity under common control with the
nature of its concern or interest (financial or Company.
otherwise)
v. Tenure of the proposed transaction During the financial year 2023-24
vi. Value of the proposed transaction Not to exceed H5,800 crores
vii. Value of RPT as % of –
• Company’s audited consolidated annual Approx. 13.51%.
turnover of H43,040.52 Crores for the financial
year 2022-2023.
• Subsidiary’s annual standalone turnover for the Not Applicable
financial year 2022-23.
viii. If the transaction relates to any loans, inter- Refer Note 1: Borrowing of funds and obtaining
corporate deposits, advances or investments made Financial Assistance
or given by the listed entity or its subsidiary:
(i) Details of financial indebtedness incurred Refer Note 1: Borrowing of funds and obtaining
Financial Assistance
(ii) Applicable terms, including covenants, tenure, Refer Note 1: Borrowing of funds and obtaining
interest rate and repayment schedule, whether Financial Assistance
secured or unsecured; if secured, the nature of
security
 NOTICE 19

Particulars Details
(iii) the purpose for which the funds will be utilized Refer Note 1: Borrowing of funds and obtaining
by the ultimate beneficiary of such funds Financial Assisix.
pursuant to the related party transaction
ix. Justification as to why the RPT is in the interest of Refer Note 1: Borrowing of funds and obtaining
the Company. Financial Assistance
x. Copy of the valuation or other external party report, Not Applicable
if any such report has been relied upon.
xi. Any other information relevant or important for None
the members to take a decision on the proposed
transaction.
C. Resolution Item No. 7: Particulars of material related party transactions to be entered by Adani Power
Limited with Adani Properties Private Limited

Particulars Details
i. Name of the Related Party Adani Properties Private Limited (‘APPL’)
ii. Type of transaction Borrowing of funds
iii. Material terms and particulars of the proposed Material terms and conditions are / will be based
transaction on the contract(s) entered / proposed to be
entered into, which interalia include the rates
based on prevailing/ extant market conditions and
commercial terms as on the date of entering into
the contract(s).
iv. Nature of Relationship with the Company including APPL is an entity under common control with the
nature of its concern or interest (financial or Company.
otherwise)
v. Tenure of the proposed transaction During the financial year 2023-24
vi. Value of the proposed transaction Not to exceed H5,600 crores
vii. Value of RPT as % of –
• Company’s audited consolidated annual Approx. 12.95%.
turnover of H43,040.52 Crores for the financial
year 2022-2023.
• Subsidiary’s annual standalone turnover for the Not applicable
financial year 2022-23.
viii. If the transaction relates to any loans, inter- Refer Note 1: Borrowing of funds and obtaining
corporate deposits, advances or investments made Financial Assistance
or given by the listed entity or its subsidiary:
(i) Details of financial indebtedness incurred Refer Note 1: Borrowing of funds and obtaining
Financial Assistance
(ii) Applicable terms, including covenants, tenure, Refer Note 1: Borrowing of funds and obtaining
interest rate and repayment schedule, whether Financial Assistance
secured or unsecured; if secured, the nature of
security
(iii) the purpose for which the funds will be utilized Refer Note 1: Borrowing of funds and obtaining
by the ultimate beneficiary of such funds Financial Assistance
pursuant to the related party transaction
ix. Justification as to why the RPT is in the interest of Refer Note 1: Borrowing of funds and obtaining
the Company. Financial Assistance
x. Copy of the valuation or other external party report, Not Applicable
if any such report has been relied upon.
xi. Any other information relevant or important for None
the members to take a decision on the proposed
transaction.
 ANNUAL REPORT 2022-23
20 ADANI POWER LIMITED

D. Resolution Item No. 8: Particulars of material related party transactions to be entered by Adani Power
Limited with Adani Infrastructure Management Services Limited:

Particulars Details
i. Name of the Related Party Adani Infrastructure Management Services Limited
(‘AIMSL’)
ii. Type of transaction Availing Operations & Maintenance (O & M)
services and borrowing of funds
iii. Material terms and particulars of the proposed Material terms and conditions are / will be based
transaction on the contract(s) entered / proposed to be
entered into, which interalia include the rates
based on prevailing/ extant market conditions and
commercial terms as on the date of entering into
the contract(s).
iv. Nature of Relationship with the Company including AIMSL is an entity under common control with the
nature of its concern or interest (financial or Company.
otherwise)
v. Tenure of the proposed transaction During the financial year 2023-24
vi. Value of the proposed transaction Not to exceed H6,300 crores
vii. Value of RPT as % of –
• Company’s audited consolidated annual Approx. 14.47%
turnover of H43,040.52 Crores for the financial
year 2022-2023.
• Subsidiary’s annual standalone turnover for the Not applicable
financial year 2022-23.
viii. If the transaction relates to any loans, inter- Refer Note 1: Borrowing of funds and obtaining
corporate deposits, advances or investments made Financial Assistance
or given by the listed entity or its subsidiary:
(i) Details of financial indebtedness incurred Refer Note 1: Borrowing of funds and obtaining
Financial Assistance
(ii) Applicable terms, including covenants, tenure, Refer Note 1: Borrowing of funds and obtaining
interest rate and repayment schedule, whether Financial Assistance
secured or unsecured; if secured, the nature of
security
(iii) the purpose for which the funds will be utilized Refer Note 1: Borrowing of funds and obtaining
by the ultimate beneficiary of such funds Financial Assistance
pursuant to the related party transaction
ix. Justification as to why the RPT is in the interest of Refer Note 1: Borrowing of funds and obtaining
the Company. Financial Assistance &
Refer Note 2: Availing Operations & Maintenance (O
& M) services
x. Copy of the valuation or other external party report, Not Applicable
if any such report has been relied upon.
xi. Any other information relevant or important for None
the members to take a decision on the proposed
transaction.
 NOTICE 21

E. Resolution Item No. 9: Particulars of material related party transactions to be entered by Adani Power
Limited with MPSEZ Utilities Limited:

Particulars Details
i. Name of the Related Party MPSEZ Utilities Limited (‘MUL’)
ii. Type of transaction Sale of Power
iii. Material terms and particulars of the proposed Material terms and conditions are / will be based
transaction on the contract(s) entered / proposed to be
entered into, which interalia include the rates
based on prevailing/ extant market conditions and
commercial terms as on the date of entering into
the contract(s).
iv. Nature of Relationship with the Company including MUL is an entity under common control with the
nature of its concern or interest (financial or Company.
otherwise)
v. Tenure of the proposed transaction 15 years Long Term Power Purchase Agreement
vi. Value of the proposed transaction Not to exceed H1,600 crores in any year
vii. Value of RPT as % of –
• Company’s audited consolidated annual Approx. 3.72% for FY 2023-24
turnover of H43,040.52 Crores for the financial
year 2022-2023.
• Subsidiary’s annual standalone turnover for the Not Applicable
financial year 2022-23.
viii. If the transaction relates to any loans, inter- NA
corporate deposits, advances or investments made
or given by the listed entity or its subsidiary:
(i) Details of financial indebtedness incurred NA
(ii) Applicable terms, including covenants, tenure, NA
interest rate and repayment schedule, whether
secured or unsecured; if secured, the nature of
security
(iii) the purpose for which the funds will be utilized NA
by the ultimate beneficiary of such funds
pursuant to the related party transaction
ix. Justification as to why the RPT is in the interest of Refer Note 3 Sale of Power
the Company.
x. Copy of the valuation or other external party report, Not Applicable
if any such report has been relied upon.
xi. Any other information relevant or important for None
the members to take a decision on the proposed
transaction.
 ANNUAL REPORT 2022-23
22 ADANI POWER LIMITED

F. Resolution Item No. 10: Particulars of material related party transactions to be entered by Adani Power
Limited with Adani Enterprises Limited

Particulars Details
i. Name of the Related Party Adani Enterprises Limited (‘AEL’)
ii. Type of transaction Purchase of Coal and Power; Obtaining Financial
Assistance; Sale of Fly Ash and Power; and
Availing various Services
iii. Material terms and particulars of the proposed Material terms and conditions are / will be based
transaction on the contract(s) entered / proposed to be
entered into, which interalia include the rates
based on prevailing/ extant market conditions and
commercial terms as on the date of entering into
the contract(s).
iv. Nature of Relationship with the Company including AEL is an entity under common control with the
nature of its concern or interest (financial or Company.
otherwise)
v. Tenure of the proposed transaction During the financial year 2023-24
vi. Value of the proposed transaction Not to exceed H9,500 crores
vii. Value of RPT as % of –
• Company’s audited consolidated annual Approx. 22.07%.
turnover of H43,040.52 Crores for the financial
year 2022-2023.
• Subsidiary’s annual standalone turnover for the Not Applicable
financial year 2022-23.
viii. If the transaction relates to any loans, inter- Refer Note 1: Borrowing of funds and obtaining
corporate deposits, advances or investments made Financial Assistance
or given by the listed entity or its subsidiary:
(i) Details of financial indebtedness incurred Refer Note 1: Borrowing of funds and obtaining
Financial Assistance
(ii) Applicable terms, including covenants, tenure, Refer Note 1: Borrowing of funds and obtaining
interest rate and repayment schedule, whether Financial Assistance
secured or unsecured; if secured, the nature of
security
(iii) the purpose for which the funds will be utilized Refer Note 1: Borrowing of funds and obtaining
by the ultimate beneficiary of such funds Financial Assistance
pursuant to the related party transaction
ix. Justification as to why the RPT is in the interest of Refer Note 1: Borrowing of funds and obtaining
the Company. Financial Assistance; and
Refer Note 5: Purchase of Coal and Power; Sale of
Fly Ash and Power; and availing various Corporate
Services
x. Copy of the valuation or other external party report, Not Applicable
if any such report has been relied upon.
xi. Any other information relevant or important for None
the members to take a decision on the proposed
transaction.
 NOTICE 23

G. Resolution Item No. 11: Particulars of material related party transactions to be entered by Adani Power
Limited with Dirk Trade & Logistics LLP:

Particulars Details
i. Name of the Related Party Dirk Trade & Logistics LLP (‘DTL LLP’)
ii. Type of transaction Availing Fly Ash Utilization / Disposal Services
iii. Material terms and particulars of the proposed Material terms and conditions will be based on
transaction the contract proposed to be entered into, which
interalia include the rates and commercial terms as
per competitive bidding procedure / tender
document.
iv. Nature of Relationship with the Company including DTL LLP is an entity under common control with the
nature of its concern or interest (financial or Company.
otherwise)
v. Tenure of the proposed transaction Initially for 10 years
vi. Value of the proposed transaction Upto Rs. 200 crores in FY 23-24 and thereafter
subject to escalation linked to Whole Sale Price
Index
vii. Value of RPT as % of –
• Company’s audited consolidated annual Approx. 0.46%.
turnover of H43,040.52 Crores for the financial
year 2022-2023.
• Subsidiary’s annual standalone turnover for the Not Applicable
financial year 2022-23..
viii. If the transaction relates to any loans, inter- NA
corporate deposits, advances or investments made
or given by the listed entity or its subsidiary:
(i) Details of financial indebtedness incurred NA
(ii) Applicable terms, including covenants, tenure, NA
interest rate and repayment schedule, whether
secured or unsecured; if secured, the nature of
security
(iii) the purpose for which the funds will be utilized NA
by the ultimate beneficiary of such funds
pursuant to the related party transaction
ix. Justification as to why the RPT is in the interest of Refer Note 7: Availing Fly Ash Utilization / Disposal
the Company. Services
x. Copy of the valuation or other external party report, Not Applicable
if any such report has been relied upon.
xi. Any other information relevant or important for None
the members to take a decision on the proposed
transaction.
 ANNUAL REPORT 2022-23
24 ADANI POWER LIMITED

Material Related Party Transactions by subsidiary entities

F. Resolution Item No. 12: Particulars of material related party transactions to be entered by Adani Power
(Jharkhand) Limited (“APJL”) with Adani Global PTE Limited (“AGPTE”)

Particulars Details
i. Name of the Related Party Adani Global PTE Limited (‘AGPTE’)
ii. Type of transaction Purchase of imported coal,
iii. Material terms and particulars of the proposed Material terms and conditions are / will be based
transaction on the contract(s) entered / proposed to be
entered into, which interalia include the rates
based on prevailing/ extant market conditions and
commercial terms as on the date of entering into
the contract(s).
iv. Nature of Relationship with the Company including AGPTE is an entity under common control with the
nature of its concern or interest (financial or Company.
otherwise)
v. Tenure of the proposed transaction During the financial year 2023-24
vi. Value of the proposed transaction Not to exceed Rs. 4,800 crores
vii. Value of RPT as % of –
• Company’s audited consolidated annual Approx. 11.15%.
turnover of H43,040.52 Crores for the financial
year 2022-2023.
• APJL’s annual standalone turnover for the Not Applicable (APJL was not operational in FY
financial year 2022-23. 2022-23)
viii. If the transaction relates to any loans, inter- NA
corporate deposits, advances or investments made
or given by the listed entity or its subsidiary:
(i) Details of financial indebtedness incurred NA
(ii) Applicable terms, including covenants, tenure, NA
interest rate and repayment schedule, whether
secured or unsecured; if secured, the nature of
security
(iii) the purpose for which the funds will be utilized NA
by the ultimate beneficiary of such funds
pursuant to the related party transaction
ix. Justification as to why the RPT is in the interest of Refer Note 4: Purchase of Imported Coal
the Company.
x. Copy of the valuation or other external party report, Not Applicable
if any such report has been relied upon.
xi. Any other information relevant or important for None
the members to take a decision on the proposed
transaction.
 NOTICE 25

I. Resolution Item No. 13: Mahan Energen Limited (‘MEL’), a Wholly Owned Subsidiary of the Company, with
Adani Enterprises Limited:

Particulars Details
i. Name of the Related Party Adani Enterprises Limited (‘AEL’)
ii. Type of transaction Purchase of Coal and Power; Sale of Power; and
Availing Corporate Services
iii. Material terms and particulars of the proposed Material terms and conditions are / will be based
transaction on the contract(s) entered / proposed to be
entered into, which interalia include the rates
based on prevailing/ extant market conditions and
commercial terms as on the date of entering into
the contract(s).
iv. Nature of Relationship with the Company including AEL is an entity under common control with the
nature of its concern or interest (financial or Company.
otherwise)
v. Tenure of the proposed transaction During the financial year 2023-24
vi. Value of the proposed transaction Not to exceed Rs. 3,900 crores
vii. Value of RPT as % of –
• Company’s audited consolidated annual Approx. 9.06%.
turnover of H43,040.52 Crores for the financial
year 2022-2023.
• MEL’s annual standalone turnover of H2,751.75 Approx. 141.72%
Crores for the financial year 2022-23.
viii. If the transaction relates to any loans, inter- NA
corporate deposits, advances or investments made
or given by the listed entity or its subsidiary:
(i) Details of financial indebtedness incurred NA
(ii) Applicable terms, including covenants, tenure, NA
interest rate and repayment schedule, whether
secured or unsecured; if secured, the nature of
security
(iii) the purpose for which the funds will be utilized NA
by the ultimate beneficiary of such funds
pursuant to the related party transaction
ix. Justification as to why the RPT is in the interest of Refer Note 6: Purchase of Coal and Power; Sale of
the Company. Power; and Availing Corporate Services
x. Copy of the valuation or other external party report, Not Applicable
if any such report has been relied upon.
xi. Any other information relevant or important for None
the members to take a decision on the proposed
transaction.
 ANNUAL REPORT 2022-23
26 ADANI POWER LIMITED

Background, details and benefits of the Note 4: Purchase of Imported Coal / Goods
transaction Godda Power Plant of Adani Power Jharkhand
Limited (APJL), a wholly owned subsidiary of the
Note 1: Borrowing of funds and obtaining Company, is in the business of generating power
Financial Assistance for which good quality coal and timely availability
The Company on its own and along with its subsidiaries are essential ingredients. To ensure un-interrupted
is growing organically and inorganically and, in operations and power supply to its customers, and
this pursuit, it is exploring opportunities including considering highly uncertain and volatile coal market,
acquiring power plants and developing greenfield APJL procures imported / domestic coal, in normal
power projects. It is also exploring other business course and in emergent situations. AGPTE is a large
opportunities for growth like land development/ trader of coal. Arrangement with AGPTE will ensure
developing infrastructural facilities, etc. For funding timely and quality coal supply to APJL. in its ordinary
of these projects / requirements and also any cashflow course of business, imports coal at a price determined
mismatch, the Company may, in its ordinary course of as per Harga Batubara Acuan (HBA- Indonesian coal
business, require borrowing / Corporate Guarantee index)/relevant index of respective country, adjusted
from various entities of Adani Group namely ARIPL, for market factors and all actual parameters like
AIIL, APPL, AEL and AIMSL.The terms of borrowing moisture, Sulphur, Ash, GCV etc. The transactions are
including interest rates will be in line with the market at arm's length as per the CUP method (Comparable
conditions prevailing at the time of borrowing and on Uncontrolled Price) also. Price is competitive and the
arm's length basis. transactions are in the normal course of business.

Note 2: Availing Operations & Maintenance (O Note 5 (i) : Purchase of Imported & Domestic
& M) services. Coal:
In order to avail the expert services on O&M activities The Company is in the business of generating power
and attaining excellence, the said activities have been for which good quality coal and timely availability
outsourced to AIMSL for all seven plants including are essential ingredients. To ensure un-interrupted
Bitta solar power plant of the Company. AIMSL is operations and power supply to its customers, and
having O & M contracts of Adani Group's transmission considering highly uncertain and volatile coal market,
and renewable businesses as well. The Company has the Company intends to enter into an arrangement
awarded the contract of O&M Services to AIMSL with Adani Enterprises Limited (AEL) for procuring
for FY 2023-24 with well-defined key performance imported / domestic coal, in normal course and in
indicators and liquidated damages conditions and emergent situations. AEL is one of the largest traders
price has been discovered through competitive of coal in India. Arrangement with AEL will ensure
bidding. The transactions shall be in the normal timely and quality coal supply to the Company.
course of business and at arm's length. The procurement of imported coal shall be at HBA/
relevant Index of respective country, adjusted for
Note 3: Sale of Power market factors and all actual parameters like Moisture,
Mundra Plant of APL has existing power supply Sulphur, Ash, GCV etc. or at a price at which AEL
agreement for sale of power. Further, APL has entered would be normally charge in the open market from
into additional long-term Power Supply Agreement a third party, as per the available offers for sale with
(‘PSA’) with MPSEZ Utilities Limited (MUL) for AEL, at the time of each transaction. In all cases, the
capacity of 360 MW for supply of power for 15 years. price and terms of the transactions shall be at arm's
The pricing of the contract with MUPL has been length as per the CUP (Comparable Uncontrolled
done on a competitive bidding basis and the PSA has Price) method and in the normal course of business.
been signed and is subject to approval of appropriate
Further, Domestic Coal to be procured from AEL shall
regulatory commission. The long-term nature of
be at an Ex-Works price prevailing for such coal in the
PSA assures the Company of sustained revenue and
open market based on the market rate, as determined
is thus beneficial for the Company’s stakeholders.
by E-auction of domestic coal by subsidiaries of Coal
Hence, the transaction is at arm’s length and in the
India Ltd. or rate as per other source of supply in
normal course of business. The above arrangement
domestic market. The purchase transaction would
will be continuing business transaction. Approval of
be in the commercial / beneficial interest of the
the shareholders is being sought for 15 financial years
Company. In all cases, the price and terms of the
starting from FY 2023-24.
transactions shall be at arm’s length as per the CUP
(Comparable Uncontrolled Price) method and in the
 NOTICE 27

normal course of business. respect of cargo at various Ports. Further, rate to

be charged by AEL is competitive with the charges
Note 5 (ii) : Purchase of Power recovered from other non-related parties and qualifies
Due to non-availability of any of the plant on some under CUP method (Comparable Uncontrolled Price).
occasions during the year, APL may procure power The said transaction is at arm’s length and in the
from alternative sources to fulfil its obligation under normal course of business.
PPAs and in absence of trading license, APL or its
subsidiaries may purchase power through AEL, being Note 6: Purchase of Coal and Power; Sale of
holder of trading license. AEL will arrange power at Power; and Availing Corporate Services by MEL,
a market discovered price and add trading margin a wholly owned subsidiary of the Company
of 0.25 paisa per kwh., which is regulated by CERC.
i. Purchase of Domestic Coal:
Accordingly, the transactions are at arm’s length
as per the Comparable Uncontrolled Price (“CUP”) MEL is in the business of generating power for
method and in the normal course of business. which good quality coal and timely availability are
essential ingredients. To ensure un-interrupted
Note 5 (Iii) : Sale of Power operations and power supply to its customers,
and considering highly uncertain and volatile coal
APL sells power through AEL in merchant either on
market, MEL intends to enter into an arrangement
Energy Exchanges or under bilateral agreements
with Adani Enterprises Limited (AEL) for procuring
at market discovered price. Being holder of trading
domestic coal, in normal course and in emergent
license AEL is only getting trading margin of 0.25 paisa
situations. AEL is one of the largest traders of coal
per kwh., which is regulated by CERC. Accordingly, the
in India. Arrangement with AEL will ensure timely
transaction are at arm’s length as per the Comparable
and quality coal supply to the Company. Domestic
Uncontrolled Price (“CUP”) method and in the normal
Coal to be procured from AEL shall be at an Ex-
course of business.
Works price prevailing for such coal in the open
Note 5 (iv) : Sale of Fly Ash market based on the market rate, as determined
by E-auction of domestic coal by subsidiaries of
The fly ash is proposed to be sold to AEL in the range
Coal India Ltd. or rate as per other source of supply
of Rs. 200 to 300 per MT which will be at par with the
in domestic market. The purchase transaction
market discovered price. The said price is comparable
would be in the commercial / beneficial interest
with the price at which AEL sells fly ash to third
of the Company. In all cases, the price and terms
parties. The transaction is at arm’s length as per the
of the transactions shall be at arm’s length as per
Comparable Uncontrolled Price (“CUP”) method and
the CUP (Comparable Uncontrolled Price) method
in the normal course of business.
and in the normal course of business.
Note 5 (v) : Availing Corporate Services ii. Purchase of Power
AEL provides various support services to APL like Due to non-availability of any of the plant on
Information Technology, Central Treasury services, some occasions during the year, MEL may procure
manpower support services etc. The costs to be power from alternative sources to fulfil its
charged to the Company will be on actual cost obligation under PPAs and in absence of trading
allocated on a reasonable basis. The key criteria for license, MEL is required to purchase power
allocation of the costs for such support services is through AEL being holder of trading license.
based on the strength of manpower of each company AEL will arrange power at a market discovered
availing common services of IT, Admin and HR. In price and add trading margin of 0.25 paisa per
respect of common services relating to Finance and kwh., which is regulated by CERC. Accordingly,
Treasury, the same is allocated based on the Debt & the transaction is at arm’s length as per the
Capital employed. Payment to AEL will be made based Comparable Uncontrolled Price (“CUP”) method
on actual cost as allocated on reasonable basis, as and in the normal course of business.
explained above and no extra revenue is earned by
AEL. The transaction in view of this is at arm’s length iii. Sale of Power:
and in the normal course of business. MEL sells power through AEL in merchant either on
Energy Exchanges or under bilateral agreements
Note 5 (vi) Availing Port and Cagro Handling
at market discovered price. Being holder of trading
Services license AEL is only getting trading margin of
AEL provides cargo handling and other services in 0.25 paisa per kwh., which is regulated by CERC.
 ANNUAL REPORT 2022-23
28 ADANI POWER LIMITED

Accordingly, the transaction is at arm’s length as If required DLT LPP will also be directed to utilize the
per the Comparable Uncontrolled Price (“CUP”) legacy Fly Ash at the same rate as derived above. The
method and in the normal course of business. pricing of the transaction has been decided through
a competitive bidding process. Hence, the said
iv. Receiving Corporate Services:
transaction is at arm’s length and in the normal course
AEL provides various support services to MEL like of business. Though the transaction value is not
Information Technology, Central Treasury services, material as per the extant regulation but considering
manpower support services etc. The costs to be this being a long-term contract with a related party
charged to the Company will be on actual cost for good governance practice, the company seeks the
allocated on a reasonable basis. The key criteria for approval of its shareholders.
allocation of the costs for such support services
The Board recommends passing of the Ordinary
is based on the strength of manpower of each
Resolutions as set out in Item nos. 5, 6, 7, 8, 9, 10, 11,
company availing common services of IT, Admin
12 and 13 of this Notice, for approval by the Members
and HR. In respect of common services relating to
of the Company.
Finance and Treasury, the same is allocated based
on the Debt & Capital employed. Payment to AEL As per the SEBI Listing Regulations, all related
will be made based on actual cost as allocated on parties of the Company, whether or not a party to the
reasonable basis, as explained above and no extra proposed transaction(s), shall abstain from voting on
revenue is earned by AEL. The transaction in view the said resolution.
of this is at arm’s length and in the normal course
Mr. Gautam S. Adani and Mr. Rajesh S. Adani and their
of business.
relatives are deemed to be concerned or interested
Note 7: Availing Fly Ash Utilization / Disposal in these resolutions. None of other the Directors,
Key Managerial Personnel of the Company and their
Services
respective relatives, are in any way, concerned or
Ministry of Environment, Forest & Climate Change interested, financially or otherwise, except to the
(MoEF&CC) has mandated that Thermal power plants extent of their shareholding in the Company, if any, in
are required to utilize / dispose 100% Ash generated the proposed Ordinary Resolution, as set out in Item
and prescribed procedure for its Enforcement, no. 5, 6, 7, 8, 9, 10, 11, 12 and 13 of this Notice.
Monitoring, Audit and Reporting. The thermal power
plant shall achieve average Ash utilization of 100 per For Item No. 14
cent in a three-to-five-year cycle as applicable. Non- The Board, on the recommendation of the Audit
compliant thermal power plants shall be imposed Committee, has approved the appointment and
with an Environmental Compensation of Rs. 1000 per remuneration of M/s. Kiran J. Mehta & Co., Cost
ton on unutilized Ash. Accountants [Firm Reg. No. 000025] as the Cost
Auditors of the Company to conduct the audit of the
Tiroda TPP is expected to generate approx. 5 MMT cost records of the Company for the financial year
of Fly Ash every year for which no assured long term 2023-24, at a fee of H1,40,0,000/- plus applicable
commercial customers are available. Consistent Taxes and reimbursement of out of pocket expenses,
Utilization of Fly Ash generated requires costs relating as remuneration for cost audit services for the
to new capex for infrastructure pertaining to storage, Financial Year 2023-24.
loading, transportation, silos, bagging, manpower, etc.
In accordance with the provisions of Section 148 of
To meet the aforesaid statutory obligation of Fly the Companies Act, 2013 read with the Companies
Ash utilization with full certainty, mitigate the risks (Audit and Auditors) Rules, 2014, the remuneration
associated with non-utilization of Fly Ash and also payable to the Cost Auditors has to be ratified by the
to avoid any new CAPEX, the Company proposes to Members of the Company.
enter into a long term agreement for 10 years, which
may be extended for a further period of 10 years with Accordingly, consent of the Members is sought for
mutual consent, for Fly Ash utilization / disposal on passing an Ordinary Resolution as set out at Item No.
“As is Where Is basis” from its Tiroda TPP. Accordingly, 14 of this Notice for ratification of the remuneration
the Company initiated competitive bidding process payable to the Cost Auditors for the financial year
wherein it has received the lowest bid of Rs 380 ending 31st March, 2024.
per ton towards cost of such utilization / disposal
The Board recommends passing of the Ordinary
of Fly Ash from DLT LLP for the said services. The
Resolution as set out in Item no. 14 of this Notice, for
utilization / disposal cost will have an annual price
approval by the Members of the Company.
escalation linked to the Wholesale Price Index(“WPI”).
 NOTICE 29

None of the Directors, Key Managerial Personnel of not exceeding Rs. 75,000 Crore thereof, in excess of
the Company and their respective relatives, are in any the aggregate of the paid-up capital of the Company
way, concerned or interested, financially or otherwise, and its free reserves.
in the proposed Ordinary Resolution, as set out in
The Board recommends passing of the Special
Item no. 14 of this Notice.
Resolution as set out in Item no. 15 & 16 of this Notice,
For Item No. 15 & 16 for approval by the Members of the Company.
The Hon’ble National Company Law Tribunal, Bench
None of the Directors, Key Managerial Personnel of
at Ahmedabad (“NCLT”) has pronounced its order
the Company and their respective relatives, are in any
on February 8, 2023, sanctioning the Scheme of
way, concerned or interested, financially or otherwise,
Amalgamation of: (i) Adani Power Maharashtra
in the proposed Special Resolution, as set out in Item
Limited (“APML”); (ii) Adani Power Rajasthan Limited
no. 15 & 16 of this Notice.
(“APRL”); (iii) Udupi Power Corporation Limited
(“UPCL”); (iv) Raipur Energen Limited (“REL”); (v) For Item No. 17:
Raigarh Energy Generation Limited (“REGL”); and (vi) In line with the regulatory changes in the recent past,
Adani Power (Mundra) Limited (“APMuL”) [collectively the changes in the Companies Act and in line with
referred to as the “Transferor Companies”] with Adani various directives issued by Reserve Bank of India,
Power Limited (“APL” or the “Transferee Company”) from time to time, the Company has been advised
[the “Scheme”] with effect from October 1, 2021, to pass a Special Resolution under Section 62(3)
the Appointed Date as defined under the Scheme, of the Companies Act, 2013 and other applicable
pursuant to the provisions of Sections 230 – 232 provisions of the Companies Act, 2013 and Rules
and/or other applicable provisions of the Companies made there-under to enable the Banks and Financial
Act, 2013 (read with the rules and regulations Institutions (hereinafter referred to as the “Lenders”)
made thereunder and shall include any statutory to convert the outstanding loans or any other
modification or re-enactment thereof for the time financial assistance categorized as loans (hereinafter
being in force) and in accordance with Section 2(1B) referred to as the “Financial Assistance”), in foreign
of the Income Tax Act, 1961. currency or Indian Rupee, already availed from the
Lenders or as may be availed from the Lenders, from
All the conditions stated under the Scheme for
time to time, at their option, into equity shares of the
making it effective have been satisfied on March 7,
Company upon such terms and conditions as may
2023, and accordingly the Scheme became effective
be deemed appropriate by the Board and at a price
from the said date.
to be determined in accordance with the applicable
Consequently, the Transferor Companies, i.e. Securities and Exchange Board of India Regulations
APML, APRL, UPCL, REL, REGL, and APMuL stand (SEBI Regulations) at the time of such conversion.
amalgamated with APL. The Transferor Companies
The Company had earlier passed requisite resolution
upon such amalgamation stand dissolved without
under the said section, but due to proposed increase
being wound up, without any further act or deed.
in the borrowing powers (as contemplated in Item no
In view of this, in order to cater to the business 15 & 16 of this Notice), it is desirable to enhance the
requirements for consolidated business of all the limit of the threshold amount under this section also
seven companies, the Board at its meeting held on in line with the fresh borrowing limit envisaged from
5th May, 2023, has approved to increase the present the shareholders of the Company under this Notice.
borrowing limits from Rs. 45,000 Crore to Rs. 75,000
Accordingly, the Board recommends the resolution
Crore under Section 180(1) (c) of the Companies Act,
as set out at Item No. 17, to enable the Lenders, in
2013 subject to approval of the shareholders.
terms of the lending arrangements, entered/to be
In accordance with the provisions of Section 180 (1) (a) entered, and as may be specified by the financial
of the Companies Act, 2013, the mortgage or charge institutions/banks under the financing documents
on all or any part of the movable and/or immovable already executed or to be executed in respect of the
properties of the Company, may be deemed as the financial assistances availed/to be availed, at their
disposal of the whole, or substantially the whole, of option, to convert the whole or part of their respective
the undertaking of the Company and hence, requires outstanding financial assistances into equity shares of
approval from the members of the Company by way the Company, upon such terms and conditions as may
of a Special Resolution. Therefore, it is proposed be deemed appropriate by the Board and at a price
to pass this enabling resolution to authorize the to be determined in accordance with the applicable
Company to create a charge or mortgage on the SEBI Regulations at the time of such conversion.
assets or properties of the Company for an amount
 ANNUAL REPORT 2022-23
30 ADANI POWER LIMITED

Since decisions for raising the financial assistances of the members by way of passing of a Special
or agreeing to terms and conditions for raising the Resolution. Hence, the Board recommends the said
financial assistances (including option to convert enabling resolution for the approval of the members.
loan into equity) are required to be taken on quick
The Board recommends passing of the Special
basis, especially keeping in view the interest of the
Resolution as set out in Item no. 17 of this Notice, for
Company, it may not be feasible for the Company to
approval by the Members of the Company.
seek shareholders consent each and every time, in
view of the timings and the expenses involved, hence None of the Directors, Key Managerial Personnel of
this resolution. the Company and their respective relatives, are in any
way, concerned or interested, financially or otherwise,
Pursuant to provisions of Section 62(3) of the
in the proposed Special Resolution, as set out in Item
Companies Act, 2013, this resolution requires approval
no. 17 of this Notice.

Date: 21st June, 2023 For and on behalf of the Board

Place : Ahmedabad Adani Power Limited

Registered Office: Deepak S. Pandya

Adani Corporate House, Shantigram, Company Secretary
Nr. Vaishno Devi Circle, Membership No. FCS 5002
S. G. Highway, Khodiyar,
Ahmedabad – 382 421
CIN : L40100GJ1996PLC030533

ANNEXURE TO NOTICE
Particulars of Directors seeking Appointment / Re-appointment

Name of Age, Date Qualification Nature of expertise in Name of the companies in Name of
Director of Birth specific functional area which he holds directorship as committees in
(No. of on 31st March, 2023 which he holds
Shares membership/
held) chairmanship as
on 31st March,
2023
Mr. Rajesh S. 58 Years B.Com. He has been associated • Adani Transmission -------
Adani 07.12.1964 with Adani Group Limited^^
(DIN: since its inception.
(Note 1) • Adani Power Limited^^
00006273) He is in charge of
the operations of • Adani Enterprises Limited^^
the Group and has
been responsible • Adani Ports and Special
for developing its Economic Zone Limited^^
business relationships. • Adani Green Energy
His proactive, Limited^^
personalised approach
to the business and • Adani Welspun Exploration
competitive spirit Limited
havehelped towards
• Adani Institute for
the growth of the
Education and Research
Group and its various
businesses. • Adani Trading Services LLP
• Adani Tradeline Private
Limited
^^Listed Companies.
Note 1 - Mr. Gautam S. Adani & Rajesh S. Adani (on behalf of S.B. Adani Family Trust) holds 60,16,34,660 Equity Shares of the
Company. Mr. Rajesh S. Adani hold 1 (one) Equity Share of the Company in his individual capacity.
 NOTICE 31

ANNEXURE TO NOTICE
Particulars of Directors seeking Appointment / Re-appointment

Name of Age, Date Qualification Nature of expertise in Name of the companies Name of
Director of Birth specific functional area in which he holds committees in
(No. of directorship as on 31st which he holds
Shares March, 2023 membership/
held) chairmanship as
on 31st March,
2023*
Mr. Anil Sardana 63 Years An honours Mr. Anil Sardana has • Adani Transmission • Adani
(DIN: 16.04.1959 graduate in more than 43 years Limited^^ Transmission
00006867) Electrical of experience in the Limited^^
(Nil) • Adani Power Limited^^
Engineering infrastructure space, • Stakeholder
from Delhi particularly in the Energy • Adani Electricity Relationship
University, and Telecom sectors Mumbai Limited Committee
a Cost having managed complex (Member)
Accountant transitions, developments • Adani Electricity
(ICWAI) & operations as well as Mumbai Infra Limited
and holds a Engineering, Procurement • AEML SEEPZ Limited
PGDM from and Construction
All India assignments. He had • Adaniconnex Private
Management also worked at NTPC Limited
Association (14 years); BSES
• Adani Data Networks
(7 years) and Tata Group
Limited
where he spent 18 years.
• Adani Electricity Navi
Mr. Anil Sardana holds
Mumbai Limited
a degree of bachelors’
in engineering from • India Energy Exchange
University of Delhi.
• Systems, Applications
He also holds a Post
& Products in Data
Graduate degree in Cost
Processing (SAP) –
Accountancy (ICWAI)
Executive Advisory
and a Post-Graduate
Board
Diploma in Management.
He has attended Top • UN women
Management Program
at the Indian Institute • Miraclefeet Foundation
of Management, for Eliminating Clubfoot
Ahmedabad. • Confederation of Indian
Industry
Notes -
^^Listed Company.
*1. Represents Membership / Chairmanship of two committees viz. audit committee and stakeholders’ relationship committee
as per Regulation 26 of the SEBI Listing Regulations.