Adani Enterprises : MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

SECTION X: MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The copies of the following documents and contracts which have been entered or are to be entered into by our Company (not being contracts entered into in the ordinary course of business carried on by our Company) which are or may be deemed material will be attached to the copy of this Red Herring Prospectus and which will be filed with the RoC. The copies of the contracts and also the documents for inspection referred to hereunder, may be inspected at our Registered and Corporate Office between 10 a.m. and 5 p.m. on all Working Days from date of this Red Herring Prospectus until the Bid/ Offer Closing Date. The copies of the contracts and also the documents for inspection referred to hereunder will be uploaded on the website of our Company at www.adanienterprises.com/investors/investor-downloads and will be available for inspection from date of this Red Herring Prospectus until the Bid/ Offer Closing Date (except for such agreements executed after the Bid/Offer Closing Date).

1. Material Contracts for the Offer
2. 1. Offer Agreement dated January 18, 2023 amongst our Company and the Book Running Lead Managers.
   2. Registrar Agreement dated January 17, 2023 amongst our Company and the Registrar to the Offer.
   3. Cash Escrow and Sponsor Bank Agreement dated January 18, 2023 amongst our Company, the Registrar to the Offer, the Book Running Lead Managers, the Syndicate Members, the Escrow Collection Bank(s), Sponsor Bank(s), Public Offer Account Bank(s) and the Refund Bank(s).
   4. Syndicate Agreement dated January 18, 2023 amongst our Company, the Book Running Lead Managers, and the Syndicate Members.
   5. Underwriting Agreement dated [●] amongst our Company and the Underwriters.
   6. Monitoring Agency Agreement dated January 17, 2023 between our Company and the Monitoring Agency.
3. Material Documents
4. 1. Certified copies of Memorandum of Association and Articles of Association, amended from time to time.
   2. Certificate of incorporation dated March 2, 1993, issued to our Company, under the name Adani Exports Limited' by the RoC.
   3. Certificate for commencement of business dated March 4, 1993 issued to our Company by the RoC.
   4. Fresh certificate of incorporation dated August 10, 2006, issued by the RoC, consequent upon change in the name of our Company from Adani Exports Limited to Adani Enterprises Limited.
   5. Resolution of our Board dated November 25, 2022, and our Shareholders dated December 30, 2022, authorising the Offer and other related matters.
   6. FPO Committee resolution has approved this Red Herring Prospectus on January 12, 2023 for the purpose of obtaining in-principle approvals from the Stock Exchanges.
   7. Resolution of our Board dated January 18, 2023 approving this Red Herring Prospectus.
   8. Shareholders' resolution dated August 7, 2018 approving the terms of appointment of Gautam S. Adani, our Executive Chairman.
   9. Shareholders' resolution dated August 7, 2019 approving the terms of appointment of Rajesh S. Adani, our Managing Director.
   10. Shareholders' resolution dated August 7, 2019 approving the terms of appointment of Pranav V. Adani, our Executive Director.
   11. Shareholders' resolution dated August 7, 2018 approving the terms of appointment of Vinay Prakash, our Executive Director.
   12. Share purchase agreement dated February 22, 2022 between NDCL, AdaniConneX Private Limited and our Company.
   13. Share purchase agreement dated February 22, 2022 between DC Hyderabad, AdaniConneX Private Limited, and our Company.
   14. Share purchase agreement dated November 19, 2021 between DC Noida, AdaniConneX Private Limited, and our Company.
   15. Inter-seAgreement dated July 30, 2021 between our Company, Adani Commodities LLP and Lence Pte. Ltd.

1. Shareholders' Agreement dated October 29, 2021 between Flipkart Marketplace Private Limited, Cleartrip Private Limited and our Company.
2. Share Subscription Agreement dated October 29, 2021 between Cleartrip Private Limited and our Company.
3. Joint Venture Agreement dated February 23, 2021 entered into between our Company, EdgeconneX Europe B.V. and DC Development Chennai Private Limited.
4. Share Purchase Agreement dated March 28, 2022, entered into between our Company, ACB (India) Limited and Jhar Mining Infra Private Limited.
5. Share Subscription Agreement dated May 2, 2022 between Green Enterprises Investment Holding RSC Limited and our Company.
6. Memorandum of Understanding dated November 10, 2021 between Capital Nature Limited, Chevron Mediterranean Limited, Konnect, through the Volkswagen Group, Enlight Renewable Energy Limited and our Company.
7. Co-operationAgreement dated August 31, 2020 entered into between GVK Power and Infrastructure Limited, GVK Airport Developers Limited, GVK Airport Holdings Limited, our Company and Adani Airport Holdings Limited.
8. Share Purchase Agreement dated December 27, 2022 entered into between Angsuman Bhattacharya, Krishna Iyer Visvanath, Shankar Chandra Ghosh, Sarojesh Chandra Mukerjee, Suprio Guha Thakurta, Anirudha Dutta, Nilesh and Parul Shah, Radha Sriram, Piyush Wadhwa, Debashis Chatterjee, Natrajan Radhakrishnan, Arun Iyer, SIBIA Analytics and Consulting Services Private Limited and our Company.
9. Purchase Agreement dated August 23, 2022 entered into between AMG Media Networks Limited, Nextwave Televentures Private Limited, Eminent Networks Private Limited and Vishvapradhan Commercial Private Limited.
10. Share Purchase Agreement dated August 4, 2022 entered into between MAIF Investments India PTE limited and MAIF Investments India 3 PTE Limited and Adani Road Transport Limited.
11. Composite Scheme of Arrangement dated May 12, 2015 entered into between Adani Ports and Special Economic Zone Limited, Adani Power Limited, Adani Transmission Limited and Adani Mining Private Limited and our Company.
12. Scheme of Arrangement dated March 6, 2018 entered into between our Company and Adani Green Energy Limited.
13. Composite Scheme of Arrangement dated August 3, 2018 entered into between our Company, Adani Gas Holding Limited and Adani Gas Limited.
14. Scheme of Amalgamation dated September 9, 2010, between Adani Infrastructure Service Private Limited, Advance Tradex Private Limited, Adani Tradelinks Private Limited, Pride Trade and Investment Private Limited, Trident Trade and Investment Private Limited, Radiant Trade and Investment Private Limited, Ventura Trade and Investment Private Limited and our Company.
15. Annual reports of our Company for the financial years 2022, 2021 and 2020.
16. The report dated January 13, 2023 on the statement of possible special tax benefits available to our Company and its shareholders, Adani Global Pte Limited and Adani Global FZE from M/s. Shah Dhandharia & Co LLP, Chartered Accountants.
17. Review report dated January 18, 2023 relating to the Unaudited Special Purpose Condensed Interim Consolidated Financial Information as at and for the six months ended September 30, 2022 - Scan Copy
18. Consent letters of the our Directors, our Company Secretary and Compliance Officer, Legal Counsel to our Company, Legal Counsel to the Book Running Lead Managers as to Indian Law, International Legal Counsel to the Book Running Lead Managers, bankers to our Company, the Book Running Lead Managers, Registrar to the Offer, and consents in writing of the Syndicate Members, Escrow Collection Bank/Refund Bank/ Public Offer Account Bank, Sponsor Bank(s), Monitoring Agency, to act in their respective capacities.
19. Our Company has received written consent dated January 13, 2023 and January 18, 2023 from M/s. Shah Dhandharia & Co LLP, Chartered Accountants, to include their name as required under Section 26 of the Companies Act, 2013 in this Red Herring Prospectus, and as an "expert" as defined under the Companies Act, 2013 to the extent and in their capacity as our Statutory Auditors, and in respect of their review report dated January 18, 2023 relating to the Unaudited Special Purpose Condensed Interim Consolidated Financial

Information as at and for the six months ended September 30, 2022 and (iii) report dated January 13, 2023 on the statement of special tax benefits available to our Company, its shareholders and its Material Subsidiaries Adani Global Pte Limited and Adani Global FZE, included in this Red Herring Prospectus; and such consent has not been withdrawn as on the date of this Red Herring Prospectus. The term "expert" and consent thereof does not represent an expert or consent within the meaning under the U.S. Securities Act.

1. Our Company has received written consent dated January 12, 2023 from the independent chartered engineer, namely Ketan Jasani, Chartered Engineer, to include their name in this Red Herring Prospectus, as an "expert" as defined under Section 2(38) and Section 26(5) of the Companies Act, 2013 to the extent and in their capacity as a chartered engineer, certifying the manufacturing capacity and capacity utilisation of the manufacturing units owned and/or controlled by our Company and such consent has not been withdrawn as on the date of this Red Herring Prospectus.
2. Our Company has received written consent dated January 12, 2023 from the independent chartered accountant, namely Harshil Patel & Co., to include their name in this Red Herring Prospectus, as an "expert" as defined under Section 2(38) and Section 26(5) of the Companies Act, 2013 to the extent and in their capacity as a chartered accountant, certifying the manufacturing capacity and capacity utilisation of the manufacturing units owned and/or controlled by our Company and such consent has not been withdrawn as on the date of this Red Herring Prospectus.
3. Our Company has received written consent dated January 13, 2023 from Goldrush Capital Services Pvt. Ltd., to include their name in this Red Herring Prospectus, as an "expert" as defined under Section 2(38) and Section 26(5) of the Companies Act, 2013 to the extent and in relation to the report on "M/s Hardoi Unnao Road Pvt Ltd, Unnao Prayagraj Road Pvt Ltd and Budaun Hardoi Road Pvt Ltd" in relation to Budaun-Hardoi Project, Unnao-Prayagraj Project and Hardoi-Unnao Project prepared by Goldrush Capital Services Pvt. Ltd. dated January 12, 2023 and such consent has not been withdrawn as on the date of this Red Herring Prospectus.
4. Our Company has received written consent dated January 11, 2023 from GPCL Consulting Services Limited, to include their name in this Red Herring Prospectus, as an "expert" as defined under Section 2(38) and Section 26(5) of the Companies Act, 2013 to the extent and in relation to the report on "Setting up Nacelle & Hub and Rotor Blade manufacturing facilities at Mundra, Gujarat - Phase I and supply, erection & commissioning of two prototype WTGs (Wind Turbine Generator) (1.5GW WTG project)" in relation to the Mundra Windtech Project prepared by GPCL Consulting Services Limited dated August 24, 2022, as revalidated by way of letter dated January 11, 2023 and such consent has not been withdrawn as on the date of this Red Herring Prospectus.
5. Our Company has received written consent dated January 13, 2023 from Amrapali Consultants LLP, to include their name in this Red Herring Prospectus, as an "expert" as defined under Section 2(38) and Section 26(5) of the Companies Act, 2013 to the extent and in relation to the reports on "Block Cost Estimate Report for Q4 FY 2023 and FY 2024" in relation to Ahmedabad airport, Mangaluru airport and Lucknow airport on the Wind Turbine Project prepared by Amrapali Consultants LLP dated January 13, 2023 and such consent has not been withdrawn as on the date of this Red Herring Prospectus.
6. Our Company has received written consent dated January 12, 2023 from Dun & Bradstreet Information Services India Private Limited, to include their name in this Red Herring Prospectus, as an "expert" as defined under Section 2(38) and Section 26(5) of the Companies Act, 2013 to the extent and in relation to the reports on "Techno Economic Viability Report" in relation to Mundra Solar Technology Limited Integrated Plant and Mundra Solar PV Limited Integrated Plant prepared by Dun & Bradstreet Information Services India Private Limited dated November 30, 2022 and such consent has not been withdrawn as on the date of this Red Herring Prospectus.
7. Certificate dated January 18, 2023 from M/s. Shah Dhandaria and Co, LLP, Chartered Accountants on Basis for Offer Price (including financial KPIs) of the Company.
8. Report titled "Industry report on infrastructure, utilities and consumer sectors" dated January, 2023 issued by CRISIL, appointed by our Company pursuant to an engagement letter dated January 6, 2023, which is exclusively prepared for the purpose of the Offer and is commissioned and paid for by our Company.
9. Consent from CRISIL dated January 12, 2023, to include their name as "expert" (in terms of the Companies Act, 2013, as amended) in respect of the report titled "Industry report on infrastructure, utilities and consumer sectors".
10. RoC Search Certificate dated January 12, 2023, addressed to our Company, issued by Chirag Shah & Associates, Company Secretaries.
11. Due diligence certificate dated January 18, 2023, addressed to SEBI from the Book Running Lead Managers.

1. In principle listing approvals dated January 17, 2023 issued by BSE and NSE.
2. Tripartite agreement dated June 21, 2016 among our Company, NSDL and the Registrar to our Company.
3. Tripartite agreement dated June 21, 2016 among our Company, CDSL and the Registrar to our Company.

Any of the contracts or documents mentioned in this Red Herring Prospectus may be amended or modified at any time if so, required in the interest of our Company or if required by the other parties, without notice to our Shareholders subject to compliance of the provisions contained in the Companies Act, 2013, and other relevant statutes.