Adani Ports & Special Economic Zone : Shareholders meeting

Digitally signed by Kamlesh Bhagia Date: 2022.12.27 19:12:10 +05’30’

Dear Member(s),

Notice is hereby given that pursuant to the provisions of Section 110 and all other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) read together with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 (including any statutory modification(s) or re- enactment(s) thereof, for the time being in force) (“Rules“), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI Listing Regulations“), General Circular Nos. 14/2020 dated 8th April, 2020, 17/2020 dated 13th April, 2020, 20/2020 dated 5th May, 2020, 22/2020 dated 15th June, 2020, 33/2020 dated 28th September, 2020, 39/2020 dated 31st December, 2020, 10/2021 dated 23rd June, 2021, 20/2021 dated 8th December, 2021 and 3/2022 dated 5th May, 2022, issued by the Ministry of Corporate Affairs, Government of India (‘MCA Circulars‘), Secretarial Standard on General Meetings (“SS-2“) issued by the Institute of Company Secretaries of India and any other applicable law, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the resolution set out below is proposed to be passed as Ordinary Resolution by the Members of Adani Ports and Special Economic Zone Limited (the “Company”) by means of Postal Ballot, only by way of remote e- voting (“e-voting“) process.

The proposed resolution and the Explanatory Statement pursuant to Section 102(1) of the Act and any other applicable provisions of the Act, read with Rules framed thereunder, setting out the material facts and reasons thereof concerning the resolution mentioned in this Postal Ballot Notice (“Notice“), are annexed hereto.

In compliance with Regulation 44 of the SEBI Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the Rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolution is restricted only to e-voting i.e., by casting votes electronically instead of submitting postal ballot forms. The instructions for e- voting are appended to this Notice.

Pursuant to Rule 22(5) of the Rules, the Board of Directors of the Company have appointed Mr. Chirag Shah, Practicing Company Secretary (Membership Number FCS: 5545 COP: 3498) as the Scrutinizer for conducting the postal ballot e-voting process in a fair and transparent manner.

Members are requested to carefully read the instructions mentioned under the head ‘Information and Instructions for e-voting’ in this Notice and record their assent (“FOR“) or dissent (“AGAINST”) on the proposed resolution through the e-voting process not later than 5:00 p.m. (IST) on Saturday, 28th January, 2023, failing which it will be considered that no reply has been received from the Member.

The Company has engaged the services of National Securities Depository Limited (hereinafter referred to as “NSDL” or “Service Provider“) for facilitating e- voting to enable the Members to cast their votes electronically instead of dispatching postal ballot forms. In accordance with the MCA Circulars, the Company has made necessary arrangements with M/s. Link Intime India Private Limited, Registrar and Share Transfer Agent (“RTA“) to enable the Members to register their e-mail address. Those Members who have not yet registered their e-mail address are requested to register the same by following the procedure set out in this Notice. The postal ballot results will be submitted within 2 (Two) working days from conclusion of the e-voting period to the stock exchanges in accordance with the SEBI Listing Regulations.

The Scrutinizer will submit the results of the e-voting to the Chairman or Company Secretary of the Company after completion of the scrutiny of the e- voting. The results of the Postal Ballot along with the Scrutinizer’s Report will also be displayed on the website of the Company at www.adaniports.com,on the website of NSDL at www.evoting.nsdl.comand shall also be displayed at the Registered Office of the Company while simultaneously being communicated to National Stock Exchange of India Limited and BSE Limited where the equity shares of the Company are listed.

The proposed resolution, if approved, will be taken as having duly passed on the last date specified for e- voting by the requisite majority of Members by means of Postal Ballot, i.e. Saturday, 28th January, 2023.

SPECIAL BUSINESS:

1. To Approve Appointment of Mr. Ranjitsinh B. Barad, IAS, Vice Chairman and Chief Executive Officer, Gujarat Maritime Board (DIN: 07559958) as a Director (Non-Executive,Non-Independent) of the Company.

To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 161, 152 and all other applicable provisions of the Companies Act, 2013 (‘the Act’) and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and in accordance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Ranjitsinh B. Barad IAS, Vice Chairman and Chief Executive

Officer, Gujarat Maritime Board (DIN: 07559958) who was appointed as an Additional Director by the Board of Directors of the Company with effect from 21st December, 2022 pursuant to provisions of Section 161 of the Act and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a member proposing his candidature for the office of Director, be and is hereby appointed as Director (Non-Executive,Non-Independent) of the Company, liable to retire by rotation.”

By order of the Board For Adani Ports and Special Economic Zone Ltd

Kamlesh Bhagia

Company Secretary

Membership No. A19198

Ahmedabad, 21st December, 2022

Regd. Office:

“Adani Corporate House”,

Shantigram, Near Vaishno Devi Circle,

S G Highway, Khodiyar,

Ahmedabad – 382 421.

Gujarat, India.

CIN: L63090GJ1998PLC034182

NOTES:

1. The Explanatory Statement pursuant to Section 102 read with Section 110 and other applicable provisions, if any of the Act read with the Rules framed thereunder concerning the Special Business in respect of item no. 1 as set out above is annexed hereto and forms part of this Notice.
2. In accordance with the MCA Circulars and the SEBI Listing Regulations, the Company is sending the Notice in electronic form only by e-mail to all Members, whose names appear in the Register of Members/Register of beneficial owners maintained by the Depositories viz., National Securities Depository Limited (the “NSDL“) and Central Depository Services (India) Limited (the “CDSL“) as on Friday, 23rd December, 2022 (the “Cut-OffDate“) and who have registered their e- mail addresses, in respect of electronic holdings, with the Depository through the concerned Depository Participants and in respect of physical holdings, with the Registrar and Share

Transfer Agent of the Company, M/s. Link Intime India Private Limited (the “RTA”), in accordance with the provisions of the Act read with the rules framed thereunder and the framework provided under the MCA Circulars. Cut-Off Date is for determining the eligibility to vote by electronic means. A person who is not a member as on the Cut-Off Date or who becomes a member of the Company after the Cut-Off Date should treat this Notice for information purposes only.

3. In accordance with the MCA Circulars, the Notice is being sent in electronic form only. The hard copy of the Notice along with the Postal Ballot forms and pre-paid business envelope will not be sent to the Members for the Postal Ballot. Accordingly, the communication of the assent or dissent of the Members would take place through the e- voting system only.

1. In compliance with the provisions of Section 108 and 110 of the Act read with Rules, as amended from time to time and the SEBI Listing Regulations and Secretarial Standard (SS-2) issued by the Institute of Company Secretaries of India on General Meeting, the Company is offering e-voting facility to enable the Members to cast their votes electronically/e-voting. The instructions for e- voting are provided as part of this Notice.
2. Members who have not registered their e-mail addresses and in consequence the e-voting notice could not be serviced, may visit RTA’s website www.linkintime.co.inand in the Investor Services tab, follow the registration process as guided therein. In case of any query, a Member may send an e-mailto RTA at rnt.helpdesk@linkintime.co.inor contact at 022-49186270.
3. It is clarified that for permanent registration of e- mail address, the Members are requested to register their e-mail address, in respect of electronic holdings with the Depository through the concerned Depository Participants and in respect of physical holdings with the Company’s RTA to enable servicing of notices, etc. electronically to their e-mail address.
4. The e-voting rights of the Members/beneficiary owners shall be reckoned on the shares held by them as on Friday, 23rd December, 2022, being the Cut-off date for the purpose. The Members of the Company holding shares either in dematerialized or in physical form, as on the Cut-off date, can cast their vote electronically.
5. The voting rights for the equity shares of the Company are one vote per equity share, registered in the name of the member. The voting rights of the Members shall be in proportion to the percentage of paid-up share capital of the Company held by them. In case of joint holders, only such joint holder who is higher in the order of names will be entitled to vote.
6. A member cannot exercise his/ her vote through proxy on Postal Ballot. However corporate and institutional Members shall be entitled to vote through their authorised representatives.

Corporate and institutional Members are required to send scanned certified true copy (PDF Format) of the board resolution/authority letter, power of attorney together with attested specimen

signature(s) of the duly authorised representative(s), to the Scrutinizer by e-mail to pcschirag@gmail.com with a copy marked to evoting@nsdl.co.in.

10. Once the vote is cast, whether partially or otherwise, the member shall not be allowed to change it subsequently or cast the vote again.

11. Postal Ballot e-voting period commences from Friday, 30th December, 2022 (9.00 a.m. IST) and ends on Saturday, 28th January, 2023 (5.00 p.m. IST). At the end of the e-voting period, the facility shall forthwith be blocked, and e-voting shall not be allowed beyond the said date and time.

1. The proposed resolution, if approved, by requisite majority, shall be deemed to have been passed on the last date of e-voting, which would be Saturday, 28th January, 2023. The resolution passed by the Members through Postal Ballot is deemed to have been passed as if the same have been passed at a general meeting of the Members.
2. This Notice shall also be available on the
   website of the Company at www.adaniports.com,websites of the stock exchanges where the equity shares of the Company are listed, i.e. National Stock Exchange of India Limited and BSE Limited at www.nseindia.comand www.bseindia.comrespectively, and on the website of National Securities Depository Limited (“NSDL”) at www.evoting.nsdl.com.

14. All the documents referred to in the explanatory statement will be available for inspection electronically until the last date for receipt of votes through the e-voting process. Members seeking to inspect such documents