Scrip Code: ADANIGREEN

Transcription

1 it} I 1M Date: 8 th August, 2018 To BSE Limited P J Towers, Dalal Street, Mumbai The National Stock Exchange of India Limited "Exchange Plaza", Bandra - Kurla Complex, Bandra (E), Mumbai Scrip Code: Scrip Code: ADANIGREEN Dear Sir, Sub: Regulation 44(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, Details of Voting Results at the 3 rd Annual General Meeting of the Company Pursuant to Regulation 44(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, enclosed please find details of voting results inclusive of e-voting and poll conducted at the yd Annual General Meeti ng of the Company held on Tuesday, 7th August, 2018 at a.m. at J. B. Auditorium, Ahmedabad Management Association, AMA Complex, ATIRA, Dr. Vikram Sarabhai Marg, Ahmedabad Consolidated Report of the Scrutinizer is enclosed herewith. You are requested to kindly take the same on record. Thanking You Yours Faithfully, For, Adani Green Energy Limited ~Darji Company Secretary Encl.: a/a Adani Green Energy Limited Adani House Nr Mithakhali Six Roads Navrangpura Ahmedabad Gujarat. India CIN: U40106GJ2015PLC Tel Fax investor.agel@adani.com Registered Office: Adani House. Nr Mithakhali Six Roads. Navrangpura. Ahmedabad Gujarat. India

2 Details of' Voting Results rd Annual General Meeting held on 7th August, 1. Date of the AGM/EGAA 2. Total number of shareholders on record date 3. No. of shareholders present in the either in person or through proxy: Promoters and Promoter Group: Public: 4. No. of Shareholders attended the through Video Conferencing Promoters and Promoter Group: Public meeti meeti 7th August, (As on cut-off date i.e. 31 st Augus 2018) Not Arranged Adani Green Energy Limited Adani House Nr Mithakhali Six Roads Navrangpura Ahmedabad Gujarat. India CIN: U40106GJ2015PLC Tel Fax investor. agel@adani.com Registered Office: Adani House. Nr Mithakhali Six Roads. Navrangpura. Ahmedabad Gujarat. India

3 I-\U 1-\ I'll I ~~r::r::i'ii r::1'iir::~~t L.IIVIII r::u - I-\I'III'IIVI-\L. ~r::i'iir::~i-\l. IVIr::r:: III'II~ -,... I-\V~V;::' I, 4::V 10 Resolution no. 1 i Resolution Required (Ordinary I Special) Whether promoter/ promoter group are interested in the agenda/resolution? Category Mode of No. of shares Voting held Promoter and Promoter Group Public Institutions Public Non Institutions Total E-Voting Poll Postal Ballot Total E-Voting Poll Postal Ballot Total E-Voting Poll Postal Ballot Total [1] I RESOLUTION / AGENDA WISE DETAILS VOTING (INCLUDING Adoption of audited financial statements (including consolidated financial statements) for the financial year ended March Ordinary Resolution No I No. of votes polled % of Votes Polled on outstanding shares [2] [3]={[2]/[1]}* a a I I a I a No. of Votes - No. of % of Votes in favour % of Votes against on in favour Votes - on votes polled votes polled Against [4] [5] [6]={[ 4 ]/[2]}*10 0 (7]={(5]/[2]}* a I i a OJ a I o I at a i a a Of I i o i ' ' a i I I /Resolution no.2- Re-appointment of Mr. Gautam S. Adani (DIN: ). as a Director of the Company who retires by rotation I Resolution Required (Ordinary / Special) Ordinary Resolution Whether promoter/ promoter group are interested in Yes the agenda/resolution? Category I Mode of Voting No. of shares No. of votes % of Votes Polled No. of Votes - No. of Votes % of Votes in favour % of Votes against on held polled on outstanding in favour -Against on votes polled votes polled shares [1] [2] [3]={(2]/[1]}*100 [4] [5] [6]={[4]/(2]}*100 [7]=[[5]1(2]}*100 Promoter and Promoter Group, E-Voting a Poll a a a Postal Ballot a a, a Total i E-Voting I I ! I I \ PubliC. Poll I a i I 0 I I Institutions Postal Ballot I I a! I a I a I Total: I I j I I E-Voting I I I ! I I Public Non Poll I I i ! I a I Institutions Postal Ballot I I a I I a I, I Totil,1 I I ! I ' ! Total ' I I ! _ ! f,\,!.;~~. ~>,./.~

4 ] I-\UI-\I\l1 UI'(CCI\I CI\lCI'(UT L.IIVIII CU - 1-\1\lI\lVI-\L. UCI\lCI'(I-\L. IVICC III\lU - (... I-\VUV;;:' I, '::::V 10 Resolution no. 3 Appointment of Mis. 8 S R e Co. LLP, Chartered Accountants (Firm Registration No W/w ), as one of the Joint Statutory Auditors of the Company Resolution Required (Ordinary / Special) Ordinary Resolution Whether promoter/ promoter group are interested in No the agenda/resolution? Category Mode of Voting No. of shares No. of votes % of Votes Polled on No. of Votes - in No, of Votes % of Votes in favour % of Votes against held polled outstanding shares favour -Against on votes polled on votes polled [1] [2] [3]={[2]/[1]}*100 [4] [5] [6]=([4]/{2]Y100 [7]={[5]1[2]}*100 I E-Voting a D,..nN"!f"\!-ol'" :::tnrl Public Institutions E-Voting I i 419 I _n Public Non. Poll I a! : Institutions I Postal Ballot a a a I I Total , Total ,3003 I i I Resolution no. 4 ResolutionRequired(Ordinary/Spec~O Whether promoter/ promoter group are interested in the agenda/resolution? Category 1 Appointment of Prof. Raaj Kumar Sah (DIN: ), as an Independent Director O~inaryR~s~o~lu~t~io~n~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ No Mode of No. of Votes I % of Votes in favour % of Votes against on Voting -Against on votes polled votes polled [5] 1 {6]={[4J/{2W100 [7)=[[5]/[2]}*100 - TE-::votingl I Promoter and Poll a a Promoter j Postal Ballot I a a i Group i Total I I i 0 I 100, IE-Voting ! I a Public Poll J a I I a j a i ! I Institutions Postal Ballot a ! a I a I I ! Total ,1114 i i 0 i i ' No, of shares I No. of votes % of Votes Polled on No, of Votes - held j polled outstanding shares in favour [1] [2] [3]={[2]/[1]}*100 [4] ':> E-Voting I 679 I Public Non I Poll ! i I a I ! J Institutions! Postal Ball~ a a I a I I I Total I I I I I Total I I I ~- 679 i i 0,0000 i ~ l@5.-...:... -~.., -'-...-_. \ '\ ", J'

5 MUMI'II ~Keel'l el'lek~ T L.IIVIII eu - MI'II'IVML. ~el'lekml. IVlee III'I~ -,... MV~V;::' I, LV 10 Resolution no. 5 Appointment of Mrs. Sushama Oza (D~N~ Q ). as an Independent Director Resolution Required (Ordinary / Special).:--+~O~rd:::.:in:..::a::.ryL..:.R.:.:e::.:s::.:o:..:l.::u.:.ti:..:o:..:.n~ Whether promoter/ promoter group are interested in No the agenda/resolution? Category Mode of No. of shares No. of votes % of Votes Polled on No. of Votes - No. of Votes % of Votes in favour % of Votes against on Voting held polled outstanding shares in favour -Against on votes polled votes polled [1] [2] [3]-([2]/[1]J*100 [4] [5] [6]-([4]/[2]}*100 [7]=([5]1[2]}*100 Promoter and Promoter Group Public Institutions Public Non Institutions Total IE-Voting Poll I Postal Ballot I Total E-Voting Poll Postal Ballot Total E-Voting 1 Poll Postal Ballot Total I I I i o I I 0 I a I a I I a I a I I I I I I I a I I a a i ' , o I 0 0 I I I i I I I I 455 i I I I 0 i a ' I 0 I I I I i i I I 455 i I Resolution no. 6 Resolution Required (Ordinary / Special) Whether promoter/ promoter group are interested in the agenda/resolution? Category Mode of No. of shares Promoter and Promoter Group Voting held [1] Increase in Authorised Share Capital of the Company to Rs and consequently alteration of Clause V of the Memorandum of Association of the Company I Special Resolution No No. of votes polled [2] % of Votes Polled on outstanding shares [3]=[[2]/[1])* I No. of Votes - in favour [4] I No. of Votes - Against [5] a 0 a 0 % of Votes in favour on votes polled [6]=[[4]/[2])* % of Votes against on votes polled [7]=([5]/[2]}*100 I I Total.-l I I I I I I -,/

6 MUMI'III UKt:t:I'II t:1'iit:ku T I..IIVIII t:u - MI'III'IIUML Ut:I'IIt:KMI..!Vlt:t: III'IIU - f'" MUUU;:' I, V 10 l Resolution no. 7 [' Resolution Required (Ordinary / Special) Whether promoter/ promoter group are interested in Approval of offer or invitation to subscribe to Securities for an amount not exceeding Rs. 5,000 crores Special Resolution No the agenda/resolution? Category Mode of r-no: of shares r--i;io.of votes % of Votes Polled on No. of Votes - I No.-ofVotes,,:,'~%orVotes infavour' % of Votes against Voting i held I polled outstanding shares in favour i Against on votes polled on votes polled [1] 1 [2] [3]=[[2]/[1]}*100 [ [5] [6]=[[4]1[2]}*100 [7]-[[5]1[2]J*100 I Promoter and I Poll I Promoter Group IE-Voting I a I i 01 -o~c5ooo I Postal Ballot I i I Total I I I i E-Voting i I I ! I I Public Poll I I I j Institutions Postal Ballot T 0, oj I ! Total! I I I I ! E-Voting, i I I ! PubliC Non Poll! I I I I ,, a a I Institutions I Postal Ballot Total I Total I I Resolution no. 8 I Approval of offer or invitation to subscribe to Non-Convertible Debentures on private placement basis Resolution Required (Ordinary I Special) Special Resolution Whether promoter/ promoter group are interested in No the agenda/resolution? Category Mode of No. of shares No. of votes % of Votes Polled on No. of Votes - in No. of Votes - % of Votes in favour % of Votes against Voting held polled outstanding shares favour Against on votes polled on votes poned Promoter and Promoter Group Public [Institutions I Public Non j institutions I! I Total ~ [1] [2] [3]=[[2]/[1]}*100 [4] [5] (6]={[4]/[2]J*100 [7]=[[5]1[2]J*100 ie~\7ottf1q a I Poll Postal Ballot a a a I I Total I E-Voting I i ! 1 Poll.~~.~~~~~ I a I a I I I/OII':>D/OI I Postal Ballot I I 01 a I I 1 Total I I I IE-Voting I i I i I Poll J i I a I Postal Ballot [ i 01 a I I Total i I I : ] r~- 98~8181 I ~. I

7 MUMI'III UKCCI'II CI'IICKU T LIIVIII CU - MI'III'IIVML UCI'IICKML IVICC III'IIU - f'" MVUV;:' I, V 10 Resolution no. 8 Resolution Required (Ordinary / Special)! Whether promoter/ promoter group are interested in the agenda/resolution? To create security by way of charges, mortgages, pledge, assignment Special Resolution No Category Mode of No. of shares No. of votes % of Votes Polled on No. of Votes - No. of Votes - % of Votes in favour % of Votes against Voting held polled outstanding shares in favour Against on votes polled on votes polled i (1] [2] [3]-((2]/[1]}*100 [4] [5] [6]-((4]/[2]}*100 (7]-([5]1(2]J*100 E Voting Promoter and Poll Promoter Postal Ballot I I Group I Total I Public Institutions Public Non institutions Total E-Voting 1675blL':!5 1,:!;' ;,UU11j5<:'U 1/;,4<:'':!/5! I I Poll Postal Ballot Total E-Voting Poll Postal Ballot Total! I I I I I i J ! I I O! a I I i ! 89.;' % I I I I I I 1, For. Adani Green Energy ~ - '\ ra.- es ~arji Company Secretary

8 Consolidated Scrutinizers' Report [Pursuant to Section 108 & 109 of the Companies Act, 2013 and the Companies (Management and Administration) Rules, 2014 as amended) The Chairman 3 rd Annual General Meeting of the Equity Shareholders of Adani Green Energy Limited held on Tuesday, August 7, 2018 at 11:30 a.m. at J.B. Auditorium, Ahmedabad Management Association, AMA Complex, ATIRA, Dr. Vikram Sarabhai Marg, Ahmedabad Dear Sir, We, CS Chirag Shah, Practicing Company Secretary and CS Ravi Kapoor, Practicing Company Secretary, were appointed as Scrutinizers for remote e-voting and voting through poll respectively by the Board of Directors of the Adani Green Energy Limited (the "Company") for the purpose of: a) Scrutinizing the e-voting process (remote e-voting) under the provisions of Section 108 of the Companies Act, 2013 (the "Act") read with rules made thereunder by CS Chirag Shah; b) Poll through polling paper at the Annual General Meeting ("AGM") under the provisions of Section 109 of the Act read with rules m;:lde thereunder by CS Ravi Kapoor; on the resolutions contained in the Notice calling the 3 rd AGM of the Equity Shareholders of the Company, held on Tuesday, i h August, 2018 at 11:30 a.m. at J.B. Auditorium, Ahmedabad Management Association, AMA Complex, ATIRA, Dr. Vikram Sarabhai Marg, Ahmedabad The management of the Company is responsible to ensure compliance with the requirements of the Act and Rules relating to voting through electronic means [i.e. by remote e-voting and voting by pollat the AGMj on the resolutions stated in the Notice calling the AGM. We have issued separate Scrutinizer's Report dated i h August, 2018 on the remote e-voting and the voting through polling paper on the resolutions stated in the Notice calling the AGM. We after taking into consideration and relying upon each other's individual report(s) submit our Consolidated Scrutinizer's Report as under:

9 No. of %of No. of %of Sr. No. of votes invalid & Item of the Notice votes in votes votes No in favour abstain favour against aga inst votes Ordinary Resolution- Adoption of audited financial statements l. (including consolidated * financial statements) for the financial year ended March 31, Ordinary Resolution- To Re-appoint Mr. Gautam S. Adani (DIN : ), who retires by rotation and being eligible, offers himself for re-appointment. 3. Ordinary Resolution- Appointment of Mis. B S R & CO. llp, Chartered Accountants (Firm Registration No W/W ), as one of the Joint Statutory Auditors of the Company * Ordinary Resolution- Appointment of Mr. Raaj 4. Kumar Sah (DIN : * ), as a Director of the Company Ordinary Resolution- Appointment of Mrs. Sushama Oza (DIN : ), as an Independent Director of the Company Special Resolution- Increase in Authorized Share capital of the Company to Rs.25,OO,OO,OO,OOO (Rupees Twenty Five Hundred Crores Only) and consequently alteration of Clause V of the Memorandum of Association of the Company *

10 No. of %of No. of %of Sr. No. of votes invalid & Item of the Notice votes in votes votes No in favour abstain favour against against votes Special Reso lution- Approval of offer or invitation to subscribe to 7. securities for an amount not exceed ing Rs. 5,000 Crores Specia l Reso lution- Approval of Offer or invitation to subscribe to 8. Non-Convertible debentures on a private placement basis Specia l Reso lution- To Create security by way 9. of charges, mortgages, pledge, assignment *Round off The Register, all other papers and re levant records relating to electronic voting shall remain in our safe custody until the Chairman considers, approves and signs the Minutes of the aforesaid Annual General M eeting and the same will be handed over to the Company Secretary for safe keeping. Chi rag Shah Practicing Company Secretaries Ch irag Shah & Associates FCS:5545, COP: 3498 ~~ RaviKapoor Practicing Company Secretaries Ravi Kapoor & Associates FCS: 2587, COP: 2407 Place: Ahmedabad Date: i h August, 2018 Place: Ahmedabad Date: i h August, 2018 Counter Signed by Cha irman Adani Green Energy Limited (DIN: ) ~

11 Ravi Kapoor & Associates 4- Fklor, "ShaivaI Plaza', GtjaIat CoIege Road, EJIobridgo,_ 006. ill &'7/9(R) Fax : , 1M) ravioravics.com Company Secretaries Trade Mark Agent Insolvency Resolution Professional Form No. MGT-13 Report of Scrutinizer [Pursuant to Section 109 of the Companies Act, 2013 and Rule 21(2) of Companies (Management and Administration) Rules, 2014] To, The Chairman, Adani Green Energy Limited The 3rd Annual General Meeting of the members of Adani Green Energy Limited (the Company) held on Tuesday, 7th August at at J. B. Auditorium, Ahmedabad Management Association, AMA Complex, ATIRA, Dr. Vikram Sarabhai Marg, Ahmedabad Dear Sir, I, Ravl Kapoor, Practicing Company Secretary, appointed as Scrutinizer for the purpose of the poll taken on the below mentioned resolution(s), at the 3rd Annual General Meeting of the Equity Shareholders of Adani Green Energy limited held on Tuesday, 7th August at at J. B. Auditorium, Ahmedabad Management Association, AMA Complex, ATIRA, Dr. Vikram Sarabhai Marg, Ahmedabad , submit my report as under: 1. After the time fixed for closing of poll by the Chairman, two ballot boxes kept for polling were locked in my presence with due identification marks placed by me. 2. The locked ballot box was subsequently opened in my presence and poll papers were diligently scrutinized. The poll papers were reconciled with the records maintained by the Company/Register and Transfer Agent of the Company and the authorizations/proxies lodged with the Company. 3. The poll papers, which were incomplete and/or which were otherwise found defective have been treated as invalid and kept separately. 4. The result of the poll is as under:

12 Ravi Kapoor & Associates 4- Floor, 'ShaivaI Plaza', Gujamt c.iege Road, EJIsbo'dge,_ ~I9I A ) Fa. : 079-~4100, 1M) ravi 0 nwics.com Company Secretaries Trade M ark A gent Insolvency Resolution Professional Item No. 1 - Ordinary Resolution Adoption of audited financial statements (including consolidated financial statements) for the financial year ended 31" March, 2018: (i) Voted in favour of resolution: Number of Members present Number of votes cast by % of total number of and voting (in person or proxy) them (Shares) valid votes cast (ii) Number of Members present Number of votes cast by % of total number of and voting (in person or proxy) them (Shares) valid votes cast NIL NIL NIL (iii) Invalid Votes Total number of members present and voting Total number of votes cast by (in person or proxy) whose votes were them (Shares) declared invalid Item No.2 - Ordinary Resolution To Re-appoint Mr. Gautam S. Adani (DIN: ), who retires by rotation and being eligible, offers himselffor re-appointment. (i) Voted in favour of resolution: Number of Members present and voting (in person or proxy) 41 Number of votes cast by them (Shares) % of total number of valid votes cast 100 (ii) Number of Members present and voting (in person or proxy) NIL Number of votes cast by them (Shares) % of total number of valid votes cast

13 Ravi Kapoor & Associates 4"_, "Shaivai Plaza', Giiarat CoIege Road, EIobridge,_OOO. ~26W! (R) Fax : <2~100, (11) E-maI : ravioll't'ics.oom 'NWW.ravics.com Company Secretaries Trade Mark Agent Insolvency Resolution Professional (iii) Invalid Votes Total number of members present and voting Total number of votes cast by (in person or proxy) whose votes were them (Shares) declared invalid Item No, 3 - Ordinary Resolution Appointment of MIs, B S R & CO. LLP, Chartered Accountants (Firm Registration No W IW-I00022), as one of the Joint Statutory Auditors of the Company: (i) Voted in favour of resolution: Number of Members present Number of votes cast by % of total number of and voting (in person or proxy) them (Shares) valid votes cast (ii) Number of Members present Number of votes cast by % of total number of and voting (in person or proxy) them (Shares) valid votes cast NIL NIL NIL (iii) Invalid Votes Total number of members present and voting Total number of votes cast by (in person or proxy) whose votes were them (Shares) declared invalid Item No.4 - Ordinary Resolution Appointment of Mr. Raaj Kumar Sah (DIN: ), as a Director of the Company (i) Voted in favour of resolution: Number of Members present and voting (in person or proxy) 41 Number of votes cast by them (Shares) % of total number of valid votes cast 100

14 Ravi Kapoor & Associates... Floor, "ShOval Plaza', Gi4ataI CoIege Road, EIabridgo, Ahmedobach18O /7/9 (A) Fax : (J O, (M) nryioravics.com.iwlw.ravics.com Company Secretaries Trade Mark Agent Insolvency Resolution Professional (ii) Number of Members present and voting (in person or proxy) NIL Number of votes cast by % of total number of them (Shares) va Ii d votes cast NIL NIL (iii) Invalid Votes Total number of members present and voting Total number of votes cast by (in person or proxy) whose votes were them (Shares) declared invalid Item No.5 - Ordinary Resolution Appointment of Mrs. Sushama Oza (DIN: ), as an Independent Director of the Company (i) Voted in favour of resolution: Number of Members present Number of votes cast by % of total number of and voting (in person or proxy) them (Shares) valid votes cast (ii) Number of Members present Number of votes cast by % of total number of and voting (in person or proxy) them (Shares) valid votes cast NIL NIL NIL (iii) Invalid Votes Total number of members present and voting Total number of votes cast by (in person or proxy) whose votes were them (Shares) declared invalid 5 129

15 Ravi Kapoor & Associates 4- Aoor, Plaza' CoIege Road. EIIobridgo, _ ~/9(R)265682'2 Fax : ~, oo. (M) nmoraw:a.comw.r.w.ravics.com Company Secretaries Trade Mark Agent Insolvency Resolution Professional Item No.6 - Special Resolution Increase In Authorized Share capital of the Company to Rs.25,00,00,00,000 (Rupees Twenty Five Hundred Crores Only) and consequently alteration of Clause V of the Memorandum of Association of the Company: (i) Voted in favour of resolution: Number of Members present Number of votes cast by % of total number of and voting (in person or proxy) them (Shares) valid votes cast (ii) Number of Members present Number of votes cast by % of total number of and voting (in person or proxy) them (Shares) valid votes cast Nil Nil Nil (iii) Invalid Votes Total number of members present and voting Total number of votes cast by (in person or proxy) whose votes were them (Shares) declared invalid Item No.7 - Special Resolution Approval of offer or invitation to subscribe to securities for an amount not exceeding Rs. 5,000 Crores: (i) Voted in favour of resolution: Number of Members present and voting (in person or proxy) 41 Number of votes cast by them (Shares) % of total number of valid votes cast 100 (ii) Number of Members present and voting (in person or proxy) Nil Number of votes cast by them (Shares) Nil % of total number of valid votes cast Nil

16 Ravi Kapoor & Associates.. - Fkxlr. 'ShOYaI Plaza', G.jaIat Coiege Road, ~, _006, 02642Q336/7/9 (RI Fax : OJ , (MIII625O E-mai : raviorava.com Company Secretaries Trade Mark Agent Insolvency Resolution Professional (iii) Invalid Votes Total number of members present and voting Total number of votes cast by (in person or proxy) whose votes were them (Shares) declared invalid Item No.8 - Special Resolution Approval of Offer or invitation to subscribe to Non-Convertible debentures on a private placement basis: (i) Voted in favour of resolution: Number of Members present Number of votes cast by % of total number of and voting (in person or proxy) them (Shares) valid votes cast (ii) Number of Members present Number of votes cast by % of total number of and voting (in person or proxy) them (Shares) valid votes cast Nil Nil Nil (iii) Invalid Votes Total number of members present and voting Total number of votes cast by (in person or proxy) whose votes were them (Shares) declared invalid Item No.9 - Special Resolution To Create security by way of charges, mortgages, pledge, assignment: (i) Voted in favour of resolution: Number of Members present Number of votes cast by % of total number of and voting (in person or proxy) them (Shares) valid votes cast

17 Ravi Kapoor & Associates,0,,,.t_.:.'.- :... EIobrIdgo, AIinod ~/9 (R) Fax : 079-~100, 1M! rbyiora.t.ic::a.com Company Secretaries Trade Mark Agent Insolvency Resolution Professional (ii) Voted againstthe resolution: (iii) Number of Members present and voting (in person or proxy) Nil Invalid Votes Number of votes cast by % of total number of them (Shares) valid votes cast Nil Nil Total number of members present and voting Total number of votes cast by (in person or proxy) whose votes were them (Shares) declared invalid A list of Equity Shareholders who voted "FOR", "AGAINST" and those whose votes were declared invalid for each resolution is enclosed. 6. The poll papers and all other relevant records were sealed and handed over to the Company Secretary authorize by the Board for safe keeping. Thanking you, Yours Faithfully, ~~ Scrutinizer Name: Ravi Kapoor Practicing Company Secretary FCS: 2587i CP:2407 Place: Ahmedabad Date: 07/08/2018

18 os CHIRAG SHAH & ASSOCIATES Company Secretaries SOS, Shiromani Complex, Opp. Ocean Park, S.M. Road, Satellite, Ahmedabad - 3S Ph.: / chi11s_min@yahoo.com Scrutinizer's Report [Pursuant to rule section 108 of the Companies Act, 2013 and rule 20(xi) of the Companies (Management and Administration) Rules, 2014J The Chairman 3 rd Annual General Meeting of the Equity Shareholders of ADANI GREEN ENERGY LIMITED held on Tuesday, August 7, 2018 at 11:30 a.m. at J.B. Auditorium, Ahmedabad Management Association, AMA Complex, ATIRA, Dr. Vikram Sarabhai Marg, Ahmedabad Dear Sir, I, Chirag B. Shah, Practicing Company Secretary, having office at 808, Shiromani Complex, Opp. Ocean Park, S.M. Road, Satellite, Ahmedabad have been appointed as Scrutinizer of Adani Green Energy Limited (lithe Company") {gr the purpose of scrutinizing the e-voting process in a fair and transparent manner and ascertaining the requisite majority on e-voting carried out as per the provisions of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014 on the below mentioned resolution(s), at the 3 rd Annual General Meeting of the Equity Shareholders of Adani Green Energy Limited on Tuesday, August 7, 2018 at 11:30 a.m. at lb. Auditorium, Ahmedabad Management Association, AMA Complex, ATIRA, Dr. Vikram Sarabhai Marg, Ahmedabad I submit my report as under: 1. The e-voting period remained open from Friday, 3 rd August, 2018 at 9.00 a.m. to Monday, 6 th August, 2018 at 5.00 p.m. 2. The shareholders holding shares as on the "cut off" date i.e. 31 st July, 2018 were entitled to vote on the proposed resolutions (Items No.1 to 9 as set out in the Nofice of the 3 rd Annual General Meeting of Adani Green Energy Limited). 3. The votes were unblocked on i h August, 2018 around 12:35 noon in the presence of two witnesses Mr. Raimeen Maradiya and Mr. Chetan Solanki who are not in the employment of the Company.

19 4. Thereafter, the details containing, inter-alia, list of equity shareholders, who voted "For" and "Against", were downloaded from the e-voting website of National Securities Depository Limited ( 5. The results of the e-voting are as under: A. Resolution No.1 - (Ordinary Resolution): Adoption of audited financial statements (including consolidated financial statements) for the financial year ended March 31, 2018: i) Voted in favour ofthe resolution: through electronic voting in favour of the valid votes casted resolution ii) through electronic voting against the resolution valid votes casted * 'Rounded off iii) No of members Votes for Abstain: Total number of members whose Total number of votes votes were abstained * *2 Shareholder has voted partially In favour and not voted for rest of shares. The same have been treated as abstain. B. Resolution No.2 - (Ordinary Resolution): Re-appointment of Mr. Gautam S. Adani (DIN: ), as a Director of the Company who retires by rotation: i) Voted in favour of the resolution: through electronic voting in favour of the valid votes casted resolution ii),,'" through electronic voting against the resolution valid votes casted

20 iii) No of members Votes for Abstain: Total number of members whose votes were abstained Total number of votes ' * 1 Shareholder has voted partially in favour and not voted for rest of shares. The same have been treated as abstain C. Resolution No.3 - (Ordinary Resolution): Appointment of Mis. B S R & Co. LLP, Chartered Accountants (Firm Registration No W IW ), as one of the Joint Statutory Auditors of the Company: i) Voted in favour of the resolution: through electronic voting in favour of the valid votes casted resolution ii) through electronic voting against the resolution valid votes casted *Rounded off iii) No of members Votes for Abstain: Total number of members whose votes were abstained Total number of votes * 1 Shareholder has voted partially In favour and not voted for rest of shares. The same have been treated as abstain D. Resolution No.4 - (Ordinary Resolution): Appointment of Prof. Raaj Kumar Sah (DIN: ), as an Independent Director: i) Voted in favour ofthe resolution: through electronic voting in favour of the valid votes casted resolution ii) through electronic voting against the resolution valid votes casted * *Rounded off -- -.

21 iii) No of members Votes for Abstain: Total number of members whose votes were abstained Total number of votes * * 1 Shareholder has voted partially in favour and not voted for rest of shares. The same have been treated as abstain E. Resolution No.5 - (Ordinary Resolution): Appointment of Mrs. Sushama Oza (DIN: ), as an Independent Director: i) Voted in favour ofthe resolution: through electronic voting in favour of the valid votes casted resolution ii) through electronic voting against the resolution valid votes casted * Rounded off iii) No of members Votes for Abstain: Total number of members whose Total number of votes votes were abstained Shareholder has voted partially in favour and not voted for rest of shares. The same have been treated as abstain F. Resolution No.6 - (Special Resolution) Increase in Authorised Share Capital of the Company to Rs. 2500,00,00,000 and consequently alteration of Clause V of the Memorandum of Association of the Company: i) Voted in favour of the resolution: through electronic voting in favour of the valid votes casted resolution ii) through electronic voting against the resolution valid votes casted r:;; {."'".'''''

22 iii) No of members Votes for Abstain: Total number of members whose votes were abstained Total number of votes * * 1 Shareholder has voted partially in favour and not voted for rest of shares. The same have been treated as abstain G. Resolution No.7 - (Special Resolution): Approval of offer or invitation to subscribe to Securities for an amount not exceeding Rs. 5,000 crores: i) Voted in favour of the resolution: through electronic voting in favour of the valid votes casted resolution ii) through electronic voting against the resolution valid votes casted iii) No of members Votes for Abstain: Total number of members whose votes were abstained Total number of votes * Shareholder has voted partially In favour and not voted for rest of shares. The same have been treated as abstain H. Resolution No.8 - (Special Resolution): Approval of offer or invitation to subscribe to Non-Convertible Debentures on private placement basis: i) Voted in favour of the resolution: through electronic voting in favour of the valid votes casted resolution ii) through electronic voting against the resolution valid votes casted ' 1.18 '1 Shareholder has voted partially In favour and partially In against.

23 iii) No of members Votes for Abstain: Total number of members whose votes were abstained Total number of votes " * 1 Shareholder has voted partially In favour and not voted for rest of shares. The same have been treated as abstain I. Resolution No.9 - (Special Resolution): To create security by way of charges, mortgages, pledge, assignment: i) Voted in favour of the resolution: through electronic voting in favour of the valid votes casted resolution ii) through electronic voting against the resolution valid votes casted iii) No of members Votes for Abstain: Total number of members whose votes were abstained Total number of votes * 1 Shareholder has voted partially in favour and not voted for rest of shares. The same have been treated as abstain 6. The Register, all other papers and relevant records relating to electronic voting shall remain in our safe custody until the Chairman considers, approves and signs the Minutes of the aforesaid Annual General Meeting and the same will be handed over to the Company Secretary for safe keeping. Thanking you, Yours faithfully, Practicing Company Secretary FCS: 5545; CP:3498 Place: Ahmedabad Date: i h August, 2018