Board of Adani Enterprises approves scheme of demerger

At meeting held on 30 January 2015

The board of directors of Adani Enterprises (AEL) on 30 January 2015 unanimously approved the scheme of demerger of the diversified businesses of the company.

Adani Enterprises together with its subsidiaries Adani Ports and Special Economic Zone (APSEZ) and Adani Power (APL) announced a composite Scheme of Arrangement (Scheme) for the demerger of the 'Port Undertaking' of AEL into APSEZ and demerger of the 'Power Undertaking' of AEL into APL and the emerging simplification of the corporate structure of the Adani Group.

The Scheme also involves the demerger of the 'Transmission Undertaking' of AEL into Adani Transmissions (ATL), a wholly owned subsidiary of AEL and the resulting listing of ATL on the BSE and the National Stock Exchange of India. Further Adani Mining (AMPL), a wholly owned subsidiary of AEL is proposed to be merged into AEL under the aforesaid Scheme.

Demerger of the Port Undertaking of AEL comprising the undertaking, businesses, activities, operations, assets (moveable and immoveable) and liabilities pertaining to the Belekeri port and the investment of AEL in APSEZ into APSEZ;

Demerger of the Power Undertaking of AEL comprising the undertaking, businesses, activities, operations, assets (moveable and immoveable) and liabilities pertaining to the 40MW solar power project at Bitta village, Kutch district of Gujarat and the investments of AEL in APL into APL;

Demerger of the Transmission Undertaking of AEL comprising the undertaking, businesses, activities, operations, assets (moveable and immoveable) and liabilities related to the Mundra-Zedra transmission line and the investment of AEL in ATL into ATL;

Merger of AMPL into AEL; and

The appointed date for the Scheme, being the date on which the undertakings shall vest in the respective resulting companies, has been fixed at 01 April 2015.

Pursuant to the demerger of the Port Undertaking of AEL into APSEZ, APSEZ to issue and allot new equity shares to the equity shareholders of AEL in the ratio of 14123 equity shares in APSEZ for every 10000 equity shares held by the equity shareholder in AEL as of the record date for the purpose of the Scheme. The equity shares held by AEL in APSEZ to be cancelled pursuant to the Scheme.

Pursuant to the demerger of the Power Undertaking of AEL into APL, APL to issue and allot new equity shares to the equity shareholders of AEL in the ratio of 18596 equity shares in APL for every 10000 equity shares held by the equity shareholder in AEL as of the record date for the purpose of the Scheme. The equity shares held by AEL in APL to be cancelled pursuant to the Scheme.

Pursuant to the demerger of the Transmission Undertaking of AEL into ATL, ATL to issue and allot new equity shares to the equity shareholders of AEL in the ratio of 1 equity share in ATL for every 1 equity share held by the equity shareholder in AEL as of the record date for the purpose of the Scheme. The equity shares held by AEL in ATL to be cancelled pursuant to the Scheme.

ATL is currently in the process of acquiring 100 per cent of the outstanding equity share capital of Adani Transmission (India) (ATIL) from APL and Adani Power Maharashtra (APML, a wholly owned subsidiary of APL). ATL is also in the process of acquiring 100% of the outstanding equity share capital of Maharashtra Eastern Grid Power Transmission Company(MEGPTCL) from AEL. The acquisition is subject to the approval of the shareholders.

ATL to be listed on the BSE and the National Stock Exchange of India pursuant to the Scheme and subject to the exemption to be granted by the Securities and Exchange Board of India (SEBI) under Rule 19(7) of the Securities Contract (Regulation) Rule, 1957, as amended (SCRR) from the strict enforcement of the requirements of Rule 19(2)(b) of the SCRR.

AMPL to be merged into AEL. No equity shares are proposed to be issued pursuant to the merger as AMPL is a wholly owned subsidiary of AEL.

The transactions contemplated under the Scheme are expected to close by 31 December 2015. It may however be noted that certain transactions may be completed earlier and the aforesaid date of December 31, 2015 is only an indicate timeline and is subject to timely receipt of all applicable regulatory and statutory approvals.

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