Adani Enterprises Limited – Further Public Offering (FPO) to open on January 27, 2023

• Price Band fixed from ₹ 3,112 to ₹ 3,276 per Equity Share of face value of ₹ 1 each
• The offer will close on Tuesday, January 31, 2023
• Bids can be made for a minimum of 4 FPO Equity Shares and in multiples of 4 FPO Equity Shares thereafter
• In accordance with the recommendation of a Committee of Independent Directors of the Company, pursuant to their resolution dated January 18, 2023, the above-provided price band is justified based on quantitative factors/ KPIs disclosed in the ‘Basis for the Offer Price’ section vis-à-vis the WACA of primary issuances/ secondary transactions disclosed in ‘Basis for the Offer Price’ section on page 123 of the Red Herring Prospectus.

Payment Schedule for FPO Equity Shares#
	At Floor Price (`)	At Cap Price (`)
On Application	1,556.00*	1,638.00*
One or more subsequent call(s)	1,556.00	1,638.00
Total (`)	3,112.00	3,276.00

^# The Price Band advertised is for a full FPO Equity Share of face value ` 1 each, of which 50% of the amount is payable at the time of the Application, and the balance amount will be paid in one or more subsequent Calls (s) as determined by the Company’s Board of Directors or a duly authorized committee thereof at its sole discretion, from time to time.

* Constitutes 50% of the Floor/ Cap Price.

Note: A discount of ` 64 per FPO Equity Share is being offered for Retail Individual Bidders Bidding in the Retail Portion of the Offer.

INDIA: Adani Enterprises Limited (“AEL” or the “Company”), proposes to open on Friday, January 27, 2023, it’s further public offering (“FPO”) aggregating up to ₹ 20,000 crores* issued on a partly paid basis.

*Assuming full subscription and Allotment and receipt of all Call Monies with respect to the FPO Equity Shares

The FPO comprises partly paid-up equity shares of the face value of ₹ 1 each (“FPO Equity Shares”) of the Company for cash at a price^# (including a premium) per FPO equity share by way of a fresh issue (the “Offer”). The Offer includes a reservation of FPO equity shares aggregating up to ₹ 50 crores for subscription by eligible employees not exceeding 5% of the post-Offer paid-up equity capital (“Employee Reservation Portion”).

^# Retail Discount of ₹ [●] to the Offer Price may be Offered to Retail Individual Bidders

The Price Band for the FPO Offer has been fixed from ₹ 3,112 to ₹ 3,276 per FPO Equity Share. Bids can be made for a minimum of 4 FPO Equity Shares and in multiples of 4 FPO Equity Shares thereafter. The Anchor Investor Bidding Date shall be one Working Day prior to the Bid/Offer Opening Date. The FPO Offer will close on Tuesday, January 31, 2023. UPI mandate end time and date shall be at 5.00 p.m. on the Bid/ Offer Closing Date.      

The Retail Portion of the offer will be at a discount of ₹ 64 per FPO Equity Share for retail investors and such discount should be considered as part of the red herring prospectus dated January 18, 2023 (“RHP”) and should be read in conjunction with the RHP.

Adani Enterprises proposes to utilize ₹10,869 crore of the Net Proceeds of the FPO towards funding capital expenditure requirements of some of its subsidiaries in relation to certain projects of the green hydrogen ecosystem; improvement works of certain existing airport facilities; and construction of greenfield expressway. Adani Enterprises also proposes to utilize ₹` 4,165 crores to repay in full or part, certain borrowings of the Company and three of its subsidiaries, namely, Adani Airport Holding Limited, Adani Road Transport Limited, and Mundra Solar Limited. The rest will be utilized for general corporate purposes.

The FPO Equity Shares offered through this Red Herring Prospectus are proposed to be listed on the Stock Exchanges.

The Book Running Lead Managers (“BRLMs”) to the Offer are ICICI Securities Limited, Jefferies India Private Limited, SBI Capital Markets Limited, Axis Capital Limited, BOB Capital Markets Limited, IDBI Capital Markets & Securities Limited, JM Financial Limited, IIFL Securities Limited, Monarch Networth Capital Limited and Elara Capital (India) Private Limited.

The Offer is being made in terms of Regulation 155 of the SEBI ICDR Regulations. The Offer is being made in accordance with Regulation 129(1) of the SEBI ICDR Regulations and through a book-building process wherein not more than 50% of the Net Offer shall be allotted on a proportionate basis to Qualified Institutional Buyers (“QIBs”, and such portion, the “QIB Portion”). The Company in consultation with the Book Running Lead Managers may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations (“Anchor Investor Portion”), out of which at least one-third shall be reserved for allocation to domestic Mutual Funds only, subject to valid Bids being received from the domestic Mutual Funds at or above the Anchor Investor Allocation Price, in accordance with the SEBI ICDR Regulations. Further, 5% of the Net QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders other than Anchor Investors, including Mutual Funds, subject to valid Bids being received at or above the Offer Price. Further, not less than 15% of the Net Offer shall be available for allocation to Non-Institutional Bidders, in accordance with Regulation 129(1) of the SEBI ICDR Regulations, out of which (a) one-third of such portion shall be reserved for Bidders with Bids exceeding ₹2,00,000 up to ₹10,00,000; and (b) two-third of such portion shall be reserved for applicants with Bids exceeding ₹10,00,000, provided that the unsubscribed portion in either of such sub-categories may be allocated to applicants in the other sub-category of Non-Institutional Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price. Further, not less than 35% of the Net Offer shall be available for allocation to Retail Individual Bidders (“RIBs”) in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price. All potential Bidders, other than Anchor Investors, are required to mandatorily utilize the Application Supported by Blocked Amount (“ASBA”) process by providing details of their respective bank account (including UPI ID in case of UPI Bidders) in which the corresponding Bid Amounts will be blocked by the SCSBs, or by the Sponsor Bank(s) under the UPI Mechanism, as applicable to participate in the Offer. Anchor Investors are not permitted to participate in the Anchor Investor Portion through the ASBA process.

For details, see “Offer Procedure” beginning on page 698 of the RHP.

The FPO Equity Shares offered through the RHP are proposed to be listed on BSE and NSE.

All capitalized terms used herein but not defined shall have the same meaning as ascribed to them in the RHP.

Disclaimer:

ADANI ENTERPRISES LIMITED is proposing, subject to applicable statutory and regulatory requirements, receipt of requisite approvals, market conditions, and other considerations, to make a further public issue of its FPO Equity Shares and has filed the RHP with RoC on January 18, 2023. The RHP shall be available on the website of SEBI at www.sebi.gov.in, websites of the Stock Exchanges i.e. BSE and NSE at www.bseindia.com and www.nseindia.com, respectively, and is available on the websites of the BRLMs i.e. ICICI Securities Limited, Jefferies India Private Limited, SBI Capital Markets Limited, Axis Capital Limited, BOB Capital Markets Limited, IDBI Capital Markets & Securities Limited, JM Financial Limited, IIFL Securities Limited, Monarch Networth Capital Limited, and Elara Capital (India) Private Limited at www.icicisecurities.com, www.jefferies.com, www.sbicaps.com, www.axiscapital.co.in, www.bobcaps.in, www.idbicapital.com, www.jmfl.com, www.iiflcap.com, www.mnclgroup.com, and www.elaracapital.com, respectively. Investors should note that investment in equity shares involves a high degree of risk and for details relating to such risk, please see the section entitled “Risk Factors” on page 26 of the RHP.

These materials are not for publication or distribution, directly or indirectly, in or into the United States. These materials are not an offer for the sale of the FPO Equity Shares or other securities in the United States or elsewhere. The FPO Equity Shares referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. No public offering of the FPO Equity Shares or other securities is being made in the United States.