Adani Enterprises : RHP (Red Herring Document filed with ROC)

RED HERRING PROSPECTUS January 18, 2023 (Please read Section 32 of the Companies Act, 2013)

100% Book Built Offer

(Please scan this QR code to view the RHP)

ADANI ENTERPRISES LIMITED

Corporate Identity Number: L51100GJ1993PLC019067

REGISTERED AND CORPORATE OFFICE		CONTACT PERSON		EMAIL AND TELEPHONE		WEBSITE
Adani Corporate House, Shantigram, Near Vaishno Devi Circle, S.	Jatin Jalundhwala (Company Secretary		Email: [e-mail]		www.adanienterprises.com
G. Highway, Khodiyar, Ahmedabad 382 421, Gujarat, India		and Compliance Officer)		Telephone: [phone]
	THE PROMOTERS OF OUR COMPANY ARE GAUTAM S. ADANI AND RAJESH S. ADANI
			DETAILS OF THE OFFER TO PUBLIC
Type	Fresh Issue Size	Offer for Sale size		Total Offer Size		Eligibility and Reservations
Fresh Issue	Up to [●] FPO Equity Shares aggregating	Not Applicable		Up to [●] FPO Equity Shares	The Offer is being made in terms of Regulation 155 and
	up to ` 20,000 crore* issued on a partly				aggregating up to ` 20,000 crore* issued	129(1) of the Securities and Exchange Board of India (Issue
	paid basis				on a partly paid basis		of Capital and Disclosure Requirements) Regulations, 2018,
	*Assuming full subscription and				*Assuming full subscription and	as amended ("SEBI ICDR Regulations"). For details in
				relation to share reservation among Qualified Institutional
	Allotment and receipt of all Call Monies				Allotment and receipt of all Call Monies	Buyers, Non-Institutional Bidders, Retail Individual Bidders
	with respect to the FPO Equity Shares				with respect to the FPO Equity Shares	and Eligible Employees, see "Offer Structure" on page 695.

PAYMENT SCHEDULE FOR THE FPO EQUITY SHARES
Amount Payable per FPO Equity Share*	Face Value (`)	Premium (`)		Total (`)
On Application	[●]	[●]		[●]
One or more subsequent Call(s) as determined by our Board or a committee thereof at its sole discretion, from time to time	[●]	[●]		[●]
Total (`)	[●]	[●]		[●]
*For further details on Payment Schedule, see "Terms of the Offer - Terms of Payment" on page 690.
GENERAL RISK

Investments in equity and equity-related securities involve a degree of risk and Bidders should not invest any funds in the Offer unless they can afford to take the risk of losing their entire investment. Bidders are advised to read the risk factors carefully before taking an investment decision in the Offer. For tak ing an investment decision, Bidders must rely on their own examination of our Company and the Offer, including the risks involved. The FPO Equity Shares have neither been recommended, nor approved by the Securities and Exchange Board of India ("SEBI"), nor does SEBI guarantee the accuracy or adequacy of the contents of this Red Herring Prospectus. Specific attention of the Bidders is invited to "Risk Factors" on page 26.

COMPANY'S ABSOLUTE RESPONSIBILITY

Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all information with regard to our Company and the Offer, which is material in the context of the Offer, that the information contained in this Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

LISTING

The FPO Equity Shares offered through this Red Herring Prospectus are proposed to be listed on the Stock Exchanges. Our Company has received 'in-principle' approvals from BSE Limited and National Stock Exchange of India Limited for the listing of the FPO Equity Shares pursuant to letters dated January 17, 2023. For the purposes of the Offer, NSE is the Designated Stock Exchange.

BOOK RUNNING LEAD MANAGERS

LOGO OF THE BOOK RUNNING

LEAD MANAGERS

NAME OF THE BOOK

RUNNING LEAD MANAGERS

CONTACT PERSON

EMAIL

TELEPHONE

				ICICI Securities Limited	Shekher Asnani / Harsh Thakkar	[e-mail]	+91	22 6807 7100
				Jefferies India Private Limited	Suhani Bhareja	[e-mail]	+91	22 4356 6000
				SBI Capital Markets Limited	Karan Savardekar / Sambit Rath	[e-mail]	+91	22 4006 9807
				Axis Capital Limited	Sagar Jatakiya	[e-mail]	+91	22 4325 2183
				BOB Capital Markets Limited	Ninad Jape / Nivedika Chavan	[e-mail]	+91	22 6138 9353
				IDBI Capital Markets & Securities	Subodh Gandhi / Indrajit Bhagat	[e-mail]	+91	22 2217 1953
				Limited
				JM Financial Limited	Prachee Dhuri	[e-mail]	+91	22 6630 3030/ 3262
				IIFL Securities Limited	Mukesh Garg/ Pawan Jain	[e-mail]	+91	22 4646 4728
				Monarch Networth Capital Limited	Saahil Kinkhabwala / Ashok	[e-mail]	+91	22 6883 6402
					Devarajan
				Elara Capital (India) Private Limited	Astha Daga	[e-mail]	+91	22 6164 8599

REGISTRAR TO THE OFFER

NAME OF THE REGISTRAR

CONTACT PERSON

EMAIL AND TELEPHONE

Link Intime India Private Limited

Shanti Gopalkrishnan

Email: [e-mail]; Tel: [phone]

BID/OFFER PERIOD

ANCHOR INVESTOR BIDDING DATE*

January 25, 2023

BID/OFFER OPENS ON*

January 27, 2023

BID/OFFER CLOSES ON

January 31, 2023**

*Our Company in consultation with the Book Running Lead Managers, may consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bidding Date shall be one Working Day prior to the Bid/Offer Opening Date.

**UPI mandate end time and date shall be at 5.00 p.m. on the Bid/ Offer Closing Date.

RED HERRING PROSPECTUS

January 18, 2023

(Please read Section 32 of the Companies Act, 2013)

100% Book Built Offer

ADANI ENTERPRISES LIMITED

Our Company was originally established as a partnership firm in 1988. Our Company was, thereafter, registered and incorporated in Ahmedabad, Gujarat as 'Adani Exports Limited' on March 2, 1993, as a company limited by shares pursuant to Part IX of the Companies Act, 1956 and pursuant to a certificate of incorporation issued by the Registrar of Companies, Gujarat at Ahmedabad ("RoC"). A certificate of commencement of business was issued by the RoC on March 4, 1993. Subsequently, the name of our Company was changed to 'Adani Enterprises Limited' pursuant to a resolution of our Board of Directors passed on May 20, 2006 and subsequently a resolution of our Shareholders was passed on July 29, 2006 and to reflect the changes in our business strategies. Consequently, a fresh certificate of incorporation was issued by the RoC on August 10, 2006. For further details in relation to the changes in our name and the registered office of our Company, see

"History and Certain Corporate Matters - Brief history of our Company" and "History and Certain Corporate Matters - Changes in the registered office of our Company" on page 228.

Registered and Corporate Office: Adani Corporate House, Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad 382 421, Gujarat, India; Telephone: [phone]

Contact Person: Jatin Jalundhwala, Company Secretary and Compliance Officer; Email: [e-mail]; Telephone: [phone]

Website: www.adanienterprises.com; Corporate Identity Number: L51100GJ1993PLC019067

THE PROMOTERS OF OUR COMPANY ARE GAUTAM S. ADANI AND RAJESH S. ADANI

FURTHER PUBLIC OFFERING OF UP TO [●] PARTLY PAID-UP EQUITY SHARES OF FACE VALUE OF `1 EACH ("FPO EQUITY SHARES") OF ADANI ENTERPRISES LIMITED ("COMPANY") FOR CASH AT A PRICE* OF ` [●] PER FPO EQUITY SHARE (INCLUDING A PREMIUM OF ` [●] PER FPO EQUITY SHARE) ("OFFER PRICE") AGGREGATING UP TO ` 20,000 CRORE* BY WAY OF A FRESH ISSUE (THE "OFFER").

THE OFFER INCLUDES A RESERVATION OF UP TO [●] EQUITY SHARES, AGGREGATING UP TO ` 50 CRORE, FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES NOT EXCEEDING 5% OF OUR POST-OFFER

PAID-UP EQUITY SHARE CAPITAL ("EMPLOYEE RESERVATION PORTION"). THE OFFER LESS THE EMPLOYEE RESERVATION PORTION IS HEREINAFTER REFERRED TO AS THE "NET OFFER". THE OFFER AND NET OFFER SHALL CONSTITUTE [●]% AND [●]%, OF THE POST-OFFERPAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY, RESPECTIVELY.

#RETAIL DISCOUNT OF `[●] TO THE OFFER PRICE MAY BE OFFERED TO RETAIL INDIVIDUAL BIDDERS.

*ASSUMING FULL SUBSCRIPTION AND ALLOTMENT AND RECEIPT OF ALL CALL MONIES WITH RESPECT TO THE FPO EQUITY SHARES

THE FACE VALUE OF EQUITY SHARES IS `1 EACH. THE PRICE BAND, THE RETAIL DISCOUNT AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY IN CONSULTATION WITH THE BOOK

RUNNING LEAD MANAGERS, AND WILL BE ADVERTISED IN ALL EDITIONS OF ENGLISH NATIONAL DAILY NEWSPAPER, FINANCIAL EXPRESS, ALL EDITIONS OF HINDI NATIONAL DAILY NEWSPAPER, JANSATTA, AND REGIONAL EDITION OF THE GUJARATI DAILY NEWSPAPER, JAI HIND, (GUJARATI BEING THE REGIONAL LANGUAGE OF GUJARAT, W HERE OUR REGISTERED AND CORPORATE OFFICE IS LOCATED), AT LEAST ONE WORKING DAY PRIOR TO THE BID/OFFER OPENING DATE AND SHALL BE MADE AVAILABLE TO BSE LIMITED ( "BSE") AND NATIONAL STOCK EXCHANGE OF INDIA LIMITED ("NSE", AND TOGETHER WITH BSE, THE "STOCK EXCHANGES") FOR THE PURPOSE OF UPLOADING ON THEIR RESPECTIVE WEBSITES, IN ACCORDANCE WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED ("SEBI ICDR REGULATIONS").

In case of any revision to the Price Band, the Bid/Offer Period will be extended by at least three additional Working Days following such revision of the Price Ba nd, subject to the Bid/Offer Period not exceeding 10 Working Days. In cases of force majeure, banking strike or similar circumstances, our Company in consultation with the Book Running Lead Managers, for reasons to be recorded in writing, extend the Bid/Offer Period for a minimum of three Working Days, subject to the Bid/Offer Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid/Offer Period, if applicable, will be widely disseminated by notification to the Stock E xchanges, by issuing a public notice, and also by indicating the change on the respective websites of the Book Running Lead Managers and at the terminals of the members of the Syndicate and by intimation to the Designated Intermediaries and the Sponsor Banks, as applicable.

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 bui lding 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"). Our 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. In the event of under-subscription, or non-allocation in the Anchor Investor Portion, the balance FPO Equity Shares shall be added to the portion of the QIB Portion less the number of Equity Shares Allotted to the Anchor Investors ("Net QIB Portion"). 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. However, if the aggregate demand from Mutual Funds is less than 5% of the Net QIB Portion, the balance FPO Equity Shares available for allocation will be added to the remaining QIB Portion for proportionate allocation to QIBs. Further, not less than 15% of the Net Offer shall be available for allocation t o Non-Institutional Bidders, in accordance with Regulation 129(1) of the SEBI I CDR 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 utilise 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 Banks under the UPI Mechanism, as applicable to participate in the Offer. Anchor Investors are not permitted to participate i n the Anchor Investor Portion through the ASBA process. For details, see "Offer Procedure" on page 698.

GENERAL RISK

Investments in equity and equity-related securities involve a degree of risk and Bidders should not invest any funds in the Offer unless they can afford to ta ke the risk of losing their investment. Bidders are advised to read the risk factors carefully before taking an investment decision in the Offer. For taking an investment decision, Bidders must rely on their own examination of our Company and the Offer, including the risks involved. The FPO Equity Share have neither been recommended, nor approved by the SEBI, nor does SEBI guarantee the accuracy or adequacy of the contents of this Red Herring Prospectus. Specific attention of the Bidders is invited to "Risk Factors" on page 26.

COMPANY'S ABSOLUTE RESPONSIBILITY

Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all information with regard to our Company and the Offer, which is material in the context of the Offer, that the information contained in this Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

LISTING

The FPO Equity Shares offered through this Red Herring Prospectus are proposed to be listed on the Stock Exchanges. Our Company has received 'in-principle' approvals from BSE and NSE for the listing of the FPO Equity Shares pursuant to letters January 17, 2023. For the purposes of the Offer, NSE is the Designated Stock Exchange. A signed copy of this Red Herring Prospectus has been, and the Prospectus shall be, filed with the RoC in accordance with the Companie s Act, 2013. For details of the material contracts and documents available for inspection from the date of this Red Herring Prospectus up to the Bid/Offer Closing Date, see "Material Contracts and Documents for Inspection" on page 723.

		BOOK RUNNING LEAD MANAGERS	REGISTRAR TO THE OFFER

ICICI Securities Limited ICICI Venture House Appasaheb Marathe Marg Prabhadevi, Mumbai 400 025 Maharashtra, India

Tel: [phone]

Email: [e-mail]

Website: www.icicisecurities.com

Investor Grievance ID: [e-mail]

Contact Person: Shekher Asnani / Harsh Thakkar

SEBI Registration Number: INM000011179

Jefferies India Private Limited 42/43, 2 North Avenue, Maker Maxity Bandra Kurla Complex

Bandra (East), Mumbai 400 051 Maharashtra, India

Tel: [phone]

Email: [e-mail]

Website: www.jefferies.com

Investor Grievance ID: [e-mail]

Contact Person: Suhani Bhareja

SEBI Registration Number:INM000011443

SBI Capital Markets Limited

202, Maker Tower 'E'

Cuffe Parade, Mumbai 400 005 Maharashtra, India

Tel: [phone]

Email: [e-mail]

Website: www.sbicaps.com

Investor Grievance ID: [e-mail]

Contact Person: Karan Savardekar/ Sambit Rath

SEBI Registration Number: INM000003531

Link Intime India Private Limited

C 101, 247 Park, L.B.S Marg Vikhroli (West), Mumbai 400 083 Maharashtra, India

Tel: [phone]

E-mail:[e-mail]

Website: www.linkintime.co.in

Investor Grievance ID: [e-mail]

Contact Person: Shanti Gopalkrishnan

SEBI Registration Number: INR000004058

Axis Capital Limited	BOB Capital Markets Limited	IDBI Capital Markets &	JM Financial Limited	IIFL Securities Limited	Monarch Networth Capital		Elara Capital (India) Private
1st Floor, Axis House	1704, B Wing, 17th Floor, Parinee	Securities Limited	7th floor, Cnergy	10th Floor, IIFL Centre	Limited		Limited
C-2, Wadia International Centre	Crescenzo,	6th Floor, IDBI Towers,	Appasaheb Marathe Marg	Kamala City, Senapati Bapat Marg	4th Floor, B Wing, Laxmi Tower,		21st Floor, Tower 3, One International
Pandurang Budhkar Marg, Worli	Plot No. C - 38/39, G Block,	WTC Complex, Cuffe Parade,	Prabhadevi	Lower Parel (W)	G Block,		Centre, Senapati Bapat Marg,
Mumbai 400 025	Bandra Kurla Complex	Mumbai 400 005,	Mumbai, 400 025	Mumbai-400013	Bandra Kurla Complex, Bandra (E),	Elphinstone Road West
Maharashtra, India	Bandra East, Mumbai 400 051	Maharashtra, India	Maharashtra, India	Maharashtra, India	Mumbai 400 051		Mumbai 400 013
Tel: [phone]	Maharashtra, India	Tel: [phone]	Tel: [phone]/3262	Tel: [phone]	Maharashtra, India		Maharashtra, India
E-mail: [e-mail]	Tel: [phone]	E-mail: [e-mail]	E-mail: [e-mail]	E-mail:[e-mail]	Tel: [phone]		Tel: [phone]
Investor Grievance ID:	E-mail: [e-mail]	Investor Grievance ID: redressal@	Investor Grievance ID: grievance.	Investor Grievance ID: ig.ib@	Email: [e-mail]		Email: [e-mail]
[e-mail]	Investor Grievance ID:	idbicapital.com	[e-mail]	iiflcap.com	Investor Grievance ID: mbd@		Investor Grievance
Website: www.axiscapital.co.in	[e-mail]	Website: www.idbicapital.com	Website: www.jmfl.com	Website: www. iiflcap.com	mnclgroup.com		ID:mb.investorgrievances@elaracapit
Contact Person: Sagar Jatakiya	Website: www.bobcaps.in	Contact Person: Subodh Gandhi/	Contact Person: Prachee Dhuri	Contact Person: Mukesh Garg/	Website: www.mnclgroup.com		al.com
	Website: www.elaracapital.com
SEBI Registration Number:	Contact Person: Ninad Jape/	Indrajit Bhagat	SEBI Registration Number:	Pawan Jain	Contact Person: Saahil		Contact Person: Astha Daga
INM000012029	Nivedika Chavan	SEBI Registration Number:	INM000010361	SEBI Registration Number:	Kinkhabwala / Ashok Devarajan		SEBI Registration Number:
	SEBI Registration Number.:	INM000010866		INM000010940	SEBI Registration Number:		INM000011104
	INM000009926					INM000011013
				BID/OFFER PROGRAMME
BID/OFFER OPENS ON*		January 27, 2023		BID/OFFER CLOSES ON**		January 31, 2023

• Our Company in consultation with the Book Running Lead Managers, may consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bidding Date shall be one Working Day prior to the Bid/Offer Opening Date.

**UPI mandate end time and date shall be at 5.00 p.m. on the Bid/ Offer Closing Date

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TABLE OF CONTENTS
SECTION I: GENERAL	2
DEFINITIONS AND ABBREVIATIONS	2
SUMMARY OF THE OFFER DOCUMENT	13
CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA	20
FORWARD-LOOKING STATEMENTS	25
SECTION II: RISK FACTORS	26
SECTION III: INTRODUCTION	60
THE OFFER	60
SUMMARY OF CONSOLIDATED FINANCIAL INFORMATION	62
GENERAL INFORMATION	69
CAPITAL STRUCTURE	79
OBJECTS OF THE OFFER	84
BASIS FOR OFFER PRICE	123
STATEMENT OF SPECIAL TAX BENEFITS	129
SECTION IV: ABOUT OUR COMPANY	134
INDUSTRY OVERVIEW	134
OUR BUSINESS	171
KEY INDUSTRY REGULATIONS AND POLICIES	213
HISTORY AND CERTAIN CORPORATE MATTERS	228
OUR MANAGEMENT	333
OUR PROMOTERS AND PROMOTER GROUP	347
OUR GROUP COMPANIES	350
DIVIDEND POLICY	356
SECTION V: FINANCIAL INFORMATION	357
CONSOLIDATED FINANCIAL INFORMATION	357
OTHER FINANCIAL INFORMATION	627
CAPITALISATION STATEMENT	629
FINANCIAL INDEBTEDNESS	630
STOCK MARKET DATA FOR EQUITY SHARES OF OUR COMPANY	633
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
...............................................................................................................................................................................................	635
SECTION VI: LEGAL AND OTHER INFORMATION	655
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS	655
GOVERNMENT AND OTHER APPROVALS	666
OTHER REGULATORY AND STATUTORY DISCLOSURES	668
SECTION VII: OFFER INFORMATION	689
TERMS OF THE OFFER	689
OFFER STRUCTURE	695
OFFER PROCEDURE	698
SECTION VIII - DESCRIPTION OF EQUITY SHARES AND TERMS OF ARTICLES OF ASSOCIATION	715
MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION	715
SECTION IX: RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES	722
SECTION X: MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION	723
DECLARATION	727

(i)

SECTION I: GENERAL

DEFINITIONS AND ABBREVIATIONS

This Red Herring Prospectus uses certain definitions and abbreviations which, unless the context otherwise indicates or implies, or unless otherwise specified, shall have the meaning as provided below. References to any legislations, acts, regulations, rules, directions, guidelines, circulars, notifications, clarifications or policies shall be to such legislations, acts, regulations, rules, guidelines or policies as amended, updated, supplemented, re-enacted or modified, from time to time, and any reference to a statutory provision shall include any subordinate legislation made, from time to time, under such provision.

The words and expressions used in this Red Herring Prospectus, but not defined herein shall have the meaning ascribed to such terms under the SEBI ICDR Regulations, SEBI Listing Regulations, the Companies Act, 2013, the SCRA, and the Depositories Act and the rules and regulations made thereunder. Further, the Offer related terms used but not defined in this Red Herring Prospectus shall have the meaning ascribed to such terms under the General Information Document (as defined below). In case of any inconsistency between the definitions given below and the definitions contained in the General Information Document, the definitions given below shall prevail.

The terms not defined herein but used in "Basis of Offer Price", "Statement of Special Tax Benefits", "Industry Overview", "Key Industry Regulations and Policies in India", "History and Certain Corporate Matters", "Our Group Companies", "Consolidated Financial Information", "Outstanding Litigation and Material Developments", "Offer Procedure" and "Description of Equity Shares and Terms of the Articles of Association" beginning on pages 123, 129, 134, 213, 228, 350, 357, 655, 698 and 715, respectively, shall have the meanings ascribed to such terms in these respective sections.

General Terms

Term	Description
"our Company" or "the Issuer" or	Adani Enterprises Limited, a public limited company incorporated under the Companies Act, 1956
"the Company"	and having its Registered and Corporate Office at Adani Corporate House, Shantigram, Near Vaishno
	Devi Circle, S. G. Highway, Khodiyar, Ahmedabad 382 421, Gujarat, India
"we" or "us" or "our"	Unless the context otherwise indicates or implies, our Company together with our Subsidiaries, on a
	consolidated basis as on the date of this Red Herring Prospectus

Company Related Terms

	Term		Description
Adani group			Gautam S. Adani, Rajesh S. Adani, any person who is related to Gautam S. Adani or Rajesh S. Adani
			by blood, respective spouses of Gautam S. Adani and Rajesh S. Adani, or any person who is controlled
			by such persons, and any combination of those persons acting together, in addition to Adani
			Enterprises Limited, Adani Ports and Special Economic Zone Limited, Adani Power Limited, Adani
			Transmission Limited, Adani Green Energy Limited and Adani Total Gas Limited, along with their
			respective subsidiaries, joint ventures and associates and such other companies, firms and ventures
			promoted and/or owned by our Company.
ANIL			Adani New Industries Limited
"Articles of Association" or "AoA"	Articles of association of our Company, as amended
Associates			Cleartrip Private Limited and Adani Power Resources Limited
Audit Committee		Audit committee of our Board, constituted in accordance with the applicable provisions of the
			Companies Act, 2013, the SEBI Listing Regulations and as described in "Our Management -
			Committees of the Board" on page 341
"Auditors" or "Statutory Auditors"	M/s. Shah Dhandharia & Co LLP, Chartered Accountants, the statutory auditors of our Company
"Board" or "Board of Directors"	Board of directors of our Company or a duly constituted committee thereof
Executive Chairman		Executive chairman of our Company, Gautam S. Adani
Chief Financial Officer		Chief financial officer of our Company, Jugeshinder Singh
CRISIL			CRISIL Limited
CRISIL Report		Report titled "Industry Report on Infrastructure, Utilities and Consumer Sectors" dated January, 2023,
			issued by CRISIL, which is exclusively prepared for the purpose of the Offer and is commissioned
			and paid for by our Company. CRISIL was appointed pursuant to an engagement letter dated January
			6, 2023. The CRISIL Report is available on the website of our Company at
			www.adanienterprises.com/investors/investor-downloads
"Company	Secretary"	and	Company secretary and compliance officer of our Company, Jatin Jalundhwala
"Compliance Officer"
Consolidated Financial Information	Unaudited special purpose condensed interim consolidated financial information as at and for the six
			months ended September 30, 2022 ("Unaudited Special Purpose Condensed Interim Consolidated
			Financial Information") and consolidated financial information of our Company as at and for the
			financial years ended March 31, 2022, March 31, 2021 and March 31, 2020 (consolidated financial
			information of our Company as at and for the financial years ended March 31, 2022, March 31, 2021
			and March 31, 2020 referred to as "Audited Financial Information") comprising condensed interim
			consolidated balance sheet as at September 30, 2022, the condensed interim consolidated statement of
			profit and loss (including other comprehensive income) for the six months ended September 30, 2022,
			the condensed interim consolidated statement of cash flows for the six months ended September 30,
			2022 and audited consolidated statement of assets and liabilities as at March 31, 2022, March 31, 2021
			and March 31, 2020 and the audited consolidated financial statements as at March 31, 2022, March
			2