Key Resolution Details

  • The EGM will be held on Saturday, July 25, 2026 at 11:00 a.m. IST through Video Conferencing/Other Audio-Visual Means
  • Single special business item: Approval for raising capital up to ₹10,000 crore (Rupees Ten Thousand Crore only)
  • Authorization sought for issuance of equity shares and/or other eligible securities through multiple modes

Fundraising Structure and Terms

  • Maximum Amount: ₹10,000 crore or equivalent in foreign currency
  • Securities Types: Equity shares (fully/partly paid-up), convertible securities (warrants, FCDs/PCDs/OCDs), non-convertible debentures with warrants, redeemable preference shares, GDRs, ADRs, FCCBs, foreign currency exchange bonds
  • Issuance Modes: Public issue (FPO), private placement, preferential allotment, QIP, offshore offerings, or any other permissible mode
  • Investor Categories: Institutional investors (QIBs, FPIs, mutual funds, banks, insurance companies), non-institutional investors, retail investors, Hindu undivided families
  • Pricing: To be determined by Board at prevailing market price or premium/discount as permitted by law

Specific Terms for Different Issuance Methods

Qualified Institutions Placement (QIP) Terms:

  • Allotment only to QIBs as defined in ICDR Regulations
  • Completion within 365 days from shareholder approval date
  • Lock-in period: 1 year from allotment date for allottees
  • No single allottee can receive more than 50% of issue size
  • Minimum 10% allocation to mutual funds
  • Pricing floor as per Regulation 176 of ICDR Regulations with up to 5% discount permitted
  • No allotment to promoters or related parties

Further Public Offer (FPO) Terms:

  • Price determination through book building process
  • Portion allocation possible for employees and promoters
  • Discount permitted for retail investors and eligible employees

International Offerings Terms:

  • FCCBs, GDRs, ADRs subject to FCCB Scheme and DR Scheme regulations
  • Equity shares issued upon conversion will rank pari passu with existing shares
  • Subject to foreign investment caps and FEMA regulations

Use of Proceeds

Funds to be utilized for:

  • Organic and inorganic growth opportunities
  • Repayment/prepayment of company or subsidiary loans
  • Capital expenditure requirements for business upgradation and expansion
  • Acquisitions and investments in subsidiaries
  • General corporate purposes
  • Temporary investment in permitted instruments until utilization

Regulatory Framework

The issuance is subject to multiple regulations including:

  • Companies Act, 2013 (Sections 23, 42, 62(1)(c), 71, 179)
  • SEBI ICDR Regulations, 2018
  • SEBI Listing Obligations and Disclosure Requirements Regulations, 2015
  • Foreign Exchange Management Act, 1999 and related rules
  • Companies (Prospectus and Allotment of Securities) Rules, 2014
  • Companies (Share Capital and Debentures) Rules, 2014
  • FCCB Scheme, 1993 and Depository Receipts Scheme, 2014

Shareholder Voting Arrangements

  • Cut-off Date: Friday, July 17, 2026 for determining voting eligibility
  • Remote e-voting Period: Tuesday, July 21, 2026 (9:00 a.m.) to Friday, July 24, 2026 (5:00 p.m.)
  • E-voting Agency: Central Depository Services (India) Limited (CDSL)
  • Scrutinizer: CS Chirag Shah (FCS: 5545) or CS Raimeen Maradiya (FCS: 11283) of M/s. Chirag Shah & Associates
  • Result Declaration: Within 48 hours of EGM conclusion, to be posted on company website and stock exchanges

EGM Conduct Details

  • Conducted through VC/OAVM per MCA and SEBI circulars
  • Maximum 1,000 members on first-come-first-served basis (exceptions for large shareholders, promoters, institutional investors)
  • Deemed venue: Registered Office in Ahmedabad
  • Questions must be submitted 7 days in advance to jaladhi.shukla@adani.com

Capital Structure Impact

  • Equity shares issued will rank pari passu with existing shares in all respects
  • Appropriate adjustments for corporate actions (bonus issues, rights issues, mergers, etc.)
  • Conversion terms for convertible securities to be determined by Board

Board Authorities Sought

  • Authority to determine final terms, pricing, timing, and structure of offerings
  • Power to appoint intermediaries (book running lead managers, underwriters, advisors)
  • Delegation authority to committees/directors/officers
  • Authority to open bank accounts, escrow accounts for transaction purposes
  • Power to accept modifications required by regulatory authorities

Additional Notes

  • No physical attendance or proxy facility available due to virtual meeting
  • Notice sent only electronically to members with registered email addresses
  • Members must update contact details with depositories for communication
  • Explanatory statement provided as required under Section 102 of Companies Act, 2013
  • Directors and KMPs have no interest in the resolution except as shareholders