NOTICE. NOTICE is hereby given that Sixteenth Annual General Meeting of the Members of Adani Power Limited will th

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1 NOTICE NOTICE is hereby given at Sixteen Annual General Meeting of e Members of Adani Power Limited will be held on Thursday, 9 day of Augu, 2012 at 9.30 a.m. at J. B. Auditorium, AMA Complex, ATIRA, Dr. Vikram Sarabhai Marg, Ahmedabad to transact e following business: Ordinary Business: 1. To receive, consider and adopt e Audited Balance Sheet as at 31 March 2012, Statement of Profit and Loss for e year ended on at date and e Reports of e Directors' and Auditors' ereon. 2. To appoint a director in place of Mr. B. B. Tandon, who retires by rotation and being eligible, offers himself for re-appointment. 3. To appoint a director in place of Mr. Gautam S. Adani, who retires by rotation and being eligible, offers himself for re-appointment. 4. To appoint M/s. Deloitte Haskins & Sells, Chartered Accountants, Ahmedabad (ICAI Reg. No W), as Auditors of e Company, to hold office from e conclusion of is Annual General Meeting until e conclusion of e next Annual General Meeting of e Company at such remuneration as may be approved by e Audit Committee / Board of Directors of e Company. Special Business: 5. To consider and if ought fit, to pass wi or wiout modification(s) if any, e following resolution as an Ordinary Resolution: RESOLVED THAT Mr. Berjis Desai who was appointed as an Additional Director by e Board of Directors under section 260 of e Companies Act, 1956 and Article 77 of e Articles of Association of e Company and who holds office upto e date of is Annual General Meeting be and is hereby appointed as a Director retiring by rotation. 6. To consider and if ought fit, to pass wi or wiout modification(s) if any, e following resolution as a Special Resolution: RESOLVED THAT pursuant to e provisions of Section 198, 269, 309 and 310 of e Companies Act 1956 (e Act) read wi Schedule XIII of e Act and oer applicable provisions, if any, of e Act, or any amendment or modification or any re-enactment ereof and subject to such oer consents and approvals as may be necessary, consent of e Company be and is hereby accorded to e appointment of Mr. Ravi Sharma as an Executive Director of e Company for e period from 14 May, 2012 to 30 June, 2012 on terms and conditions including remuneration as set out in Explanatory Statement annexed hereto. RESOLVED FURTHER THAT e Board of Directors be and is hereby auorised to do all such acts, deeds, as e Board may, in its absolute discretion, consider necessary, expedient or desirable including power to sub-delegate, in order to give effect to is resolution or as oerwise considered by e Board to be in e be intere of e Company, as it may deem fit. 7. To consider and if ought fit, to pass wi or wiout modification(s) if any, e following resolution as a Special Resolution: RESOLVED THAT pursuant to section 309(5B) of e Companies Act 1956 (e Act) read wi Schedule XIII of e Act and subject to approval of e Central Government and subject to such oer consents and approvals as may be necessary, consent of members of e Company be and is hereby accorded for waiver of recovery of excess remuneration amounting to ` 4,64,58,540/- paid to Mr. Ravi Sharma as a Whole Time Director of e Company, over and above limits prescribed in part II of Schedule XIII of e Act, during period from 1 April, 2011 to 13 May,

2 RESOLVED FURTHER THAT Mr. Rajesh S. Adani, Managing Director or Mr. Rahul C. Shah, Company Secretary be and are hereby severally auorized to make application to e Central Government and / or any oer auority for waiver of recovery of excess remuneration paid to Mr. Ravi Sharma, Whole Time Director and to do all such acts, deeds, matters and ings as may be deemed necessary to give effect to is resolution. 8. To consider and if ought fit, to pass wi or wiout modification(s) if any, e following resolution as an Ordinary Resolution: RESOLVED THAT Mr. Vineet Jain who was appointed as an Additional Director by e Board of Directors under section 260 of e Companies Act, 1956 and Article 77 of e Articles of Association of e Company and who holds office upto e date of is Annual General Meeting be and is hereby appointed as a Director of e Company. 9. To consider and if ought fit, to pass wi or wiout modification(s) if any, e following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to e provisions of Section 269 of e Companies Act 1956 (e Act) read wi Schedule XIII of e Act and oer applicable provisions, if any, of e Act, or any amendment or modification or any re-enactment ereof and subject to such oer consents and approvals as may be necessary, Mr. Vineet Jain be and is hereby appointed as an Executive Director of e Company for a period of ree years wi effect from 14 May, 2012 on e terms and conditions as set out in e agreement entered into between e Company and Mr. Vineet Jain and Explanatory Statement annexed hereto. RESOLVED FURTHER THAT Mr. Vineet Jain shall not be paid any sitting fees for attending e meeting of Board or Committees ereof so long as he functions as an Executive Director. RESOLVED FURTHER THAT Mr. Vineet Jain shall not be liable to retire by rotation nor shall be reckoned for determining e number of directors liable to retire by rotation, till e time he holds e office as an Executive Director of e Company. RESOLVED FURTHER THAT e Board of Directors be and is hereby auorised to do all such acts, deeds, as e Board may, in its absolute discretion, consider necessary, expedient or desirable including power to sub-delegate, in order to give effect to is resolution or as oerwise considered by e Board to be in e be intere of e Company, as it may deem fit. 10. To consider and if ought fit, to pass wi or wiout modification(s) if any, e following resolution as a Special Resolution: 2 RESOLVED THAT pursuant to e provisions of Section 81(1A) and all oer applicable provisions, if any, of e Companies Act, 1956 (including any atutory modification(s) or re-enactment ereof, for e time being in force) (e Companies Act ), e Foreign Exchange Management Act, 1999, as amended or reated ( FEMA ), e Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended or reated (e ICDR Regulations ) Securities and Exchange Board of India (Subantial Acquisition of Shares & Takeovers) Regulations 2011, e Issue of Foreign Currency Convertible Bonds and Ordinary Shares (Through Depository Receipt Mechanism) Scheme, 1993, as amended or reated, e Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations 2000 and Regulation S or Rule 144 of US Securities Act 1933, as amended or reated, and subject to all oer applicable laws, atutes, rules, circulars, notifications, regulations and guidelines of e Government of India, e Securities and Exchange Board of India (e SEBI ), e Reserve Bank of India (e RBI ), e Foreign Invement Promotion Board (e FIPB ), e relevant ock exchanges where e equity shares of e Company are lied (e Stock Exchanges ) and all oer appropriate atutory and regulatory auorities, as may

3 be applicable or relevant, wheer in India or overseas (hereinafter collectively referred to as e Appropriate Auorities ), e enabling provisions of e Memorandum and Articles of Association of e Company, as amended, and e liing agreements entered into by e Company wi e Stock Exchanges and subject to requisite approvals, consents, permissions and sanctions, if any, of e Appropriate Auorities, and subject to such conditions and modifications as may be prescribed by any of em in granting any such approvals, consents, permissions, and sanctions (hereinafter referred as e Requisite Approvals ), which may be agreed to by e Board of Directors of e Company (hereinafter referred as e Board which term shall be deemed to include any committee conituted or to be conituted by e Board to exercise its powers including e powers conferred by is resolution, or any person(s) auorised by e Board or its committee for such purposes), consent of e Company be and is hereby accorded to e Board or committee ereof in its absolute discretion, to create, offer, issue and allot, from time to time in eier one or more international offerings, in one or more foreign markets, in one or more tranches and/or in e course of one or more domeic offering(s) in India, such number of equity shares and/or any securities linked to, convertible into or exchangeable for equity shares including wiout limitation rough Global Depository Receipts ( GDRs ) and/or American Depository Receipts ( ADRs ) and/or convertible preference shares and/or convertible debentures (compulsorily and/or optionally, fully and/or partly) and/or non-convertible debentures (or oer securities) wi warrants, and/or warrants wi a right exercisable by e warrant holder to exchange or convert such warrants wi equity shares of e Company at a later date simultaneously wi e issue of non-convertible debentures and/or Foreign Currency Convertible Bonds ( FCCBs ) and/or Foreign Currency Exchangeable Bonds ( FCEBs ) and/or Subordinated debt, Mazzanine debt, Bonds, Hybrid Bonds, Convertible Loan, Securitization of receivables compounded into deep discount bonds and/or any oer permitted fully and/or partly paid securities/inruments/warrants, convertible into or exchangeable for equity shares at e option of e Company and/or holder(s) of e security(ies) and/or securities linked to equity shares (hereinafter collectively referred to as Securities ), in regiered or bearer form, secured or unsecured, lied on a recognized ock exchange in India or abroad wheer rupee denominated or denominated in foreign currency, to such inveors who are eligible to acquire such Securities in accordance wi all applicable laws, rules, regulations, guidelines and approvals, rough public issue(s), rights issue(s), preferential issue(s), private placement(s) and / or qualified initutional placement (QIP) in terms of chapter VIII of e ICDR Regulations or any combinations ereof, rough any prospectus, offer document, offer letter, offer circular, placement document or oerwise, at such time or times and at such price or prices subject to compliance wi all applicable laws, rules, regulations, guidelines and approvals, at a discount or premium to market price or prices in such manner and on such terms and conditions including as regards security, rate of intere, etc., as may be deemed appropriate by e Board or committee ereof in its absolute discretion, subject to compliance wi all applicable laws, rules, regulations, guidelines and approvals, for an aggregate amount, not exceeding ` 5,000/- Crores (Rupees Five Thousand Crores Only) or foreign currency equivalent ereof, at such premium as may from time to time be decided by e Board or committee ereof and e Board or committee ereof shall have e discretion to determine e categories of eligible inveors to whom e offer, issue and allotment shall be made to e exclusion of all oer categories of inveors at e time of such offer, issue and allotment considering e prevailing market conditions and all oer relevant factors and where necessary in consultation wi advisor(s), lead manager(s), and underwriter(s) appointed by e Company. RESOLVED FURTHER THAT wiout prejudice to e generality of e above, e issue(s) of Securities may, subject to compliance wi all applicable laws, rules, regulations, guidelines and approvals, have all or any terms, or combination of terms, in accordance wi domeic and/or international practice, including, but not limited to, conditions in relation to payment of intere, additional intere, premiums on redemption, prepayment and any oer debt service payments whatsoever and all oer such terms 3

4 4 as are provided in offerings of such nature including terms for issue of additional equity shares or variation of e conversion price of e Securities during e duration of e Securities. RESOLVED FURTHER THAT in case of any offering of Securities, including wiout limitation any GDRs/ ADRs/ FCCBs/ FCEBs/ oer securities convertible into equity shares, consent of e shareholders be and is hereby given to e Board or committee ereof to issue and allot such number of equity shares as may be required to be issued and allotted upon conversion, redemption or cancellation of any such Securities referred to above in accordance wi e terms of issue/offering in respect of such Securities and such equity shares shall rank paripassu wi e exiing equity shares of e Company in all respects, except as may be provided oerwise under e terms of issue/offering and in e offer document and/or offer letter and/or offering circular and/or liing particulars. RESOLVED FURTHER THAT e Board or committee ereof be and is hereby auorised to engage, appoint and to enter into and execute all such agreement(s)/ arrangement(s) / MoUs/ placement agreement(s) / underwriting agreement(s) / deposit agreement(s)/ tru deed(s)/subscription agreement/ payment and conversion agency agreement/any oer agreements or documents wi any consultants, lead manager(s), co-lead manager(s), manager(s), advisor(s), underwriter(s), guarantor(s), depository(ies), cuodian(s), regirar(s), agent(s) for service of process, auorised representatives, legal advisors / counsels, truee(s), banker(s), merchant banker(s) and all such advisor(s), professional(s), intermediaries and agencies as may be required or concerned in such offerings of Securities and to remunerate em by way of commission, brokerage, fees and such oer expenses as it deems fit, liing of Securities in one or more Indian/ international ock exchanges, auorizing any director(s) or any officer(s) of e Company, severally, to sign for and on behalf of e Company offer document(s), arrangement(s), application(s), auority letter(s), or any oer related paper(s)/documents(s), give any undertaking(s), affidavit(s), certification(s), declaration(s) as he/she may in his/her absolute discretion deem fit including wiout limitation e auority to amend or modify such document(s). RESOLVED FURTHER THAT for e purpose of giving effect to e above resolutions, consent of e members of e Company be and is hereby accorded to e Board or committee ereof to do all such acts, deeds, matters and/or ings, in its absolute discretion and including, but not limited to finalization and approval of e preliminary as well as final document(s), determining e form, terms, manner of issue, e number of e Securities to be allotted, timing of e issue(s)/ offering(s) including e inveors to whom e Securities are to be allotted, issue price, face value, number of equity shares or oer securities upon conversion or redemption or cancellation of e Securities, premium or discount on issue /conversion/exchange of Securities, if any, rate of intere, period of conversion or redemption, liing on one or more ock exchanges in India and / or abroad and any oer terms and conditions of e issue, including any amendments or modifications to e terms of e Securities and any agreement or document (including wiout limitation, any amendment or modification, after e issuance of e Securities), e execution of various transaction documents, creation of mortgage/charge in accordance wi e provisions of e Companies Act and any oer applicable laws or regulations in respect of any Securities, eier on a paripassu basis or oerwise, fixing of record date or book closure and related or incidental matters as e Board or committee ereof in its absolute discretion deems fit and to settle all queions, difficulties or doubts at may arise in relation to e issue, offer or allotment of e Securities, accept any modifications in e proposal as may be required by e Appropriate Auorities in such issues in India and / abroad and subject to applicable law, for e utilization of e issue proceeds as it may in its absolute discretion deem fit wiout being required to seek any furer consent or approval of e members or oerwise to e end and intent and at e members shall be deemed to have given eir approval ereto for all such acts, deeds, matters and/or ings, expressly by e auority of is resolution. RESOLVED FURTHER THAT for e purpose of giving effect to e above resolution, e Board or committee ereof is auorised on behalf of e Company to take all actions and to do all such deeds, matters and ings as it may, in its absolute discretion, deem necessary, desirable or expedient to e

5 issue or allotment of aforesaid Securities and liing ereof wi e ock exchange(s) as appropriate and to resolve and settle all queions and difficulties at may arise in e proposed issue, offer and allotment of any of e Securities, utilization of e issue proceeds and to do all acts, deeds and ings in connection erewi and incidental ereto as e Board or committee ereof in its absolute discretion deem fit, wiout being required to seek any furer consent or approval of e members or oerwise to e end and intent at ey shall be deemed to have given eir approval ereto expressly by e auority of is resolution. RESOLVED FURTHER THAT e Company and/or any agency or body auorised by e Company may, subject to compliance wi all applicable laws, rules, regulations, guidelines and approvals, issue certificates and/or depository receipts including global certificates representing e Securities wi such features and attributes as are prevalent in international and/or domeic capital markets for inruments of such nature and to provide for e tradability or transferability ereof as per e international and/or domeic practices and regulations, and under e forms and practices prevalent in such international and/or domeic capital markets. RESOLVED FURTHER THAT e Company may enter into any arrangement wi any agency or body for e issue, upon conversion of e Securities, of equity shares of e Company in regiered or bearer form wi such features and attributes as are prevalent in international capital markets for inruments of is nature and to provide for e tradability or free transferability ereof as per e international practices and/or domeic practices and regulations, and under e forms and practices prevalent in international and/or domeic capital markets. RESOLVED FURTHER THAT e Securities may be redeemed and/or converted into and/or exchanged for e equity shares of e Company (or exchanged for equity shares of anoer Company as permitted under applicable law), subject to compliance wi all applicable laws, rules, regulations, guidelines and approvals, in a manner as may be provided in e terms of eir issue. RESOLVED FURTHER THAT in case of a Qualified Initutional Placement (QIP) pursuant to Chapter VIII of e ICDR Regulations, e allotment of eligible securities wiin e meaning of Chapter VIII of e ICDR Regulations shall only be to Qualified Initutional Buyers (QIBs) wiin e meaning of Chapter VIII of e ICDR Regulations, such securities shall be fully paid-up and e allotment of such securities shall be completed wiin 12 mons from e date of passing of is resolution, approving e proposed issue or such oer time as may be allowed by ICDR Regulations from time to time and e Company shall apply to e National Securities Depository Limited and/or Central Depository Services (India) Limited for admission of e eligible securities to be allotted as per Chapter VIII of e ICDR Regulations. RESOLVED FURTHER THAT e relevant date for e purpose of pricing of e Securities by way of QIP/GDRs/ADRs/FCCBs/FCEBs or by way of any oer issue(s) shall be e date as specified under e applicable law or regulation or it shall be e date of e meeting in which e Board or committee ereof decides to open e issue. RESOLVED FURTHER THAT e Board or committee ereof and oer designated officers of e Company, be and are hereby severally auorised to make all filings including as regards e requisite liing application/prospectus/offer document/regiration atement, or any draft(s) ereof, or any amendments or supplements ereof, and of any oer relevant documents wi e ock exchanges (in India or abroad), e RBI, e FIPB, e SEBI, e Regirar of Companies and such oer auorities or initutions in India and/or abroad for is purpose and to do all such acts, deeds and ings as may be necessary or incidental to give effect to e resolutions above and e Common Seal of e Company be affixed wherever necessary. RESOLVED FURTHER THAT such of ese Securities as are not subscribed may be disposed off by e Board or committee ereof in its absolute discretion in such manner, as e Board or committee ereof may deem fit and as permissible by law. 5

6 RESOLVED FURTHER THAT e Board or committee ereof be auorised to severally delegate all or any of its powers conferred by is resolution on it, to any Committee of directors or e Managing Director or Directors or any oer officer of e Company, in order to give effect to e above resolutions. RESOLVED FURTHER THAT all actions taken by e Board or committee ereof in connection wi any matter referred to or contemplated in any of e foregoing resolutions are hereby approved, ratified and confirmed in all respects. nd Date: 2 July, 2012 Place: Ahmedabad By order of e Board Rahul C. Shah Company Secretary NOTES: 1. A member entitled to attend and vote at e meeting is entitled to appoint a proxy to attend and vote inead of himself. The proxy need not be a member. The inruments appointing proxy should however be deposited at e Regiered Office of e Company not less an 48 hours before e commencement of e meeting. 2. Corporate Members intending to attend e meeting rough eir Auorised Representatives are requeed to send certified copy of Board Resolution auorising eir representative to attend and vote on eir behalf at e meeting. 3. The regier of members and share transfer books of e Company shall remain closed from Saturday, 4 Augu, 2012 to Thursday, 9 Augu, 2012 (bo days inclusive) for e purpose of Annual General Meeting. 4. Members holding shares in physical mode are requeed to notify immediately e change in eir address and bank particulars to e Regirar and Share Transfer Agent of e Company. In case shares held in dematerialized form, e information regarding change of address and bank particulars should be given to eir respective Depository Participant. 5. All documents referred to in e accompanying notice and explanatory atement are open for inspection at e regiered office of e Company on all working days between a.m. to 1.00 p.m. prior to date of Annual General Meeting. 6. Members seeking any information wi regard to accounts are requeed to write to e Company at lea 10 days before e meeting so as to enable e management to keep e information ready. 7. Information under clause 49 of e liing agreement(s) regarding appointment/ re-appointment of Directors and explanatory atement pursuant to section 173(2) of e Companies Act, 1956 in respect of special business are annexed hereto. 8. Members are requeed to bring eir copy of Annual Report at e meeting. 9. Members who hold e shares in dematerialized form are requeed to bring eir Client ID and DP ID for easier identification of attendance at e AGM. 10. No Gift/coupons will be diributed at e Annual General Meeting. Important Communication to Members The Miniry of Corporate Affairs has taken a Green Initiative in e Corporate Governance by allowing paperless compliances by e companies and has issued circulars ating at service of notice / documents including Annual Report can be sent by addresses, so far, are requeed to regier eir addresses, in respect of electronic holding wi e Depository rough eir concerned Depository Participants. 6

7 EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956 IN RESPECT OF THE SPECIAL BUSINESS: Item No. 5 Mr. Berjis Desai was appointed as an Additional Director of e Company wi effect from 17 September, Pursuant to Section 260 of e Companies Act, 1956, read wi Article 77 of e Articles of Association of e Company, Mr. Berjis Desai continues to hold office as an Additional Director until e conclusion of ensuing Annual General Meeting. As required under Section 257 of e Companies Act 1956, e Company has received a notice from a member signifying his intention to propose appointment of Mr. Berjis Desai as a Director of e Company wi e requisite deposit of Rs None of e Directors except Mr. Berjis Desai is intereed in e said resolution. The Board recommends is resolution for your approval. Item No. 6 Mr. Ravi Sharma was appointed as a Whole Time Director of e Company w.e.f. 8 February, 2011 and his appointment was also approved by members in eir Annual General Meeting held on 10 Augu, However, considering e contribution made by him in e development of various power projects of e Company, e Board of Directors appointed him as an Executive Director w.e.f. 14 May, 2012 for a period of ree years. However, due to personal reasons, he tendered his resignation as an Executive Director w.e.f. closing hours of 30 June, The Board of Directors accepted e same and approved to relieve him from duty from e closing hours of 30 June, In view of e same, approval of members is being sought for e appointment of Mr. Ravi Sharma for e period from 14 May, 2012 to 30 June, As per Schedule XIII of e Companies Act, 1956 e required particulars are furnished below: I. General Information: 1. Nature of Indury : Generation and diribution of power 2. Date of commencement of commercial production : 1 October, In case of new Companies, expected date of commencement of activities as per project approved by financial initutions appearing in e prospectus : N.A 4. Financial performance based on given indicators : (` in crores) Particulars Income From Operations Total income Total Expenditure Profit Before Tax (3.62) Profit After Tax (293.92) Export performance and net foreign exchange earned : During e year , foreign exchange earnings were Nil and foreign exchange outgo were ` Crores. 6. Foreign invements or collaborators, if any : Total foreign invement in e Company as on 31 March, 2012 is ` Crores. The Company has no foreign Collaborator. 7

8 II. Information about e appointee: 1. Background details: Mr. Ravi Sharma is a B.Tech in Electrical Engineering from IIT, Rourkee and MBA from IMT, Gaziabad. He has more an 25 years of experience including more an 10 years as CEO wi Indian Corporate as well as MNC. He has held responsibilities at policy as well as operational level wi infraructure and telecommunication indury for India, Sou Asia & Asia. He has served as Managing Director/ Director on Boards of several companies. Before joining Adani Power Ltd, he has worked wi Alcatel- Lucent, BT, UB Group and Videocon. 2. Pa remuneration: ` 4.60 Crores per annum for e year [including salary, perks, commission, incentive and oer benefits including contribution to Provident Fund, Superannuation Fund, Annuity Fund, Gratuity Fund (including any unfunded retirement benefits as per e rules of e Company), overseas medical leave encashment etc.)] 3. Recognition or award: Under leadership of Mr. Ravi Sharma, e Company has received various awards including National award for meritorious performance in power sector in recognition of outanding performance during for early completion of e ermal power projects, National Energy Conservation Award 2011 etc. 4. Job profile and his suitability: The Executive Director was responsible for Business Development and Power Sale functions of e Company during e tenure of his service and performed such duties and exercised such powers as entrued to or conferred upon him by e Board from time to time. 5. Remuneration proposed: Upto ` 1.75 Crores [including salary, perks, commission, incentive and oer benefits including contribution to Provident Fund, Superannuation Fund, Annuity Fund, Gratuity Fund (including any unfunded retirement benefits as per e rules of e Company), overseas medical leave encashment etc.)] for e period from 14 May, 2012 to 30 June, Comparative remuneration profile wi respect to Indury, size of e Company, profile of e position and person: The executive remuneration in e indury has increased manifold in e pa few years. Having regard to e type of indury, trends in indury, size of e Company, e responsibilities, academic background and capabilities of Mr. Ravi Sharma, e proposed remuneration is well wiin e remuneration payable to managerial personnel holding similar ature/position in e Indury. 7. Pecuniary relationship directly or indirectly wi e Company or relationship wi e managerial personnel if any: Mr. Ravi Sharma has no pecuniary relationship wi e Company, oer an his remuneration as an Executive Director of e Company. He does not hold any shares of e Company. There are no managerial personnel related to Mr. Ravi Sharma. III. Oer Information 8 1. Reasons of loss or inadequate profits: During Financial Year , performance of e Company was affected by increase in fuel co, change in coal price regulations by Indonesian Government, rupee depreciation and transmission network conraints.

9 2. Steps taken or proposed to be taken for improvement. The Company is taking various eps including representing issue of price and availability of coal wi e Government and pursuing hard for getting domeic coal. 3. Expected increase in productivity and profits in measurable terms. In e competitive environment, it is difficult to eimate e revenue/profits in measurable terms. As mentioned above, e Company is taking various efforts to increase its productivity and e management is confident of increase in revenue and profits in coming years. None of e Directors is intereed in e Resolution. The Board recommends is resolution for your approval. Item No. 7 The Members of e Company at e fifteen Annual General Meeting held on 10 Augu, 2011 had passed an Ordinary Resolution for appointment and payment of remuneration to Mr. Ravi Sharma as a Whole Time Director for a period of 5 years w.e.f. 8 February, 2011 wi payment of remuneration upto ` 6 Crores (Rupees Six Crores only) per annum [including salary, perks, commission, incentive and oer benefits including contribution to Provident Fund, Superannuation Fund, Annuity Fund, Gratuity Fund (including any unfunded retirement benefits as per e rules of e Company), overseas medical leave encashment etc.)]. However, due to unforeseen and unfavourable business circumances during e Financial year , e Company has incurred loss which resulted into excess payment of remuneration to Mr. Ravi Sharma over and above limits prescribed in part II of schedule XIII of e Act. During Financial Year & (part), total remuneration paid to Mr. Ravi Sharma, Whole Time Director was ` 4,59,96,226/- and ` 31,46,185/- respectively. Mr. Ravi Sharma has resigned as a Whole Time Director w.e.f. closure of working hours of 13 May, The maximum remuneration at could have been paid to him as per e provisions of Schedule XIII of e Act is ` 24,00,000/- p.a. for Financial Year and ` 2,83,871/- for Financial Year (from 1 April, 2012 to 13 May, 2012). Thus excess remuneration paid to Mr. Ravi Sharma was ` 4,64,58,540/- (` 4,35,96,226/- for e Financial year and ` 28,62,314/- for e Financial Year (from 1 April, 2012 to 13 May, 2012). Considering significant contribution made by Mr. Ravi Sharma for development of various power projects of e Company, your Directors are of e opinion at e waiver of recovery of excess remuneration paid to Mr. Ravi Sharma is juified and in e be intere of e Company. The above mentioned terms and conditions shall be deemed to be an abract under section 302 of e Companies Act, None of e Directors is intereed in e Resolution. The Board recommends is resolution for your approval. Item No. 8 & 9 Mr. Vineet Jain, was appointed as an Additional Director of e Company w.e.f. 14 May, Pursuant to Section 260 of e Companies Act, 1956, read wi Article 77 of e Articles of Association of e Company, Mr. Vineet Jain continues to hold office as an Additional Director until e conclusion of ensuing Annual General Meeting. As required under Section 257 of e Companies Act 1956, e Company has received a notice from a member signifying his intention to propose appointment of Mr. Vineet Jain as a Director of e Company wi e requisite deposit of `

10 Mr. Vineet Jain joined Adani Group in e year He is a Mechanical Engineer and has over 20 years of experience in power sector. He was conferred wi Power Men of e Year young achievers in e power sector award in e year 2011 by Enertia. He has recently been conferred wi Outanding Manager (2011) by Ahmedabad Management Association. He has lead and facilitated inallation of world's large single locations coal based power plant of 4620 MW at Mundra besides commissioning of India's large solar power plant of 40 MW and inallation of world's large private HVDC transmission network. For 14 years, he has played a very important role and was a major cataly in venturing of Jindal Group in Power business. In view of e same, e Board of Directors appointed him as an Executive Director for a period of 3 (ree) years w.e.f. 14 May, He will not draw any remuneration from e Company. He shall be responsible for Operation & Maintenance, Business Development, Fuel Management and Power Project functions of e Company. The Company has entered into agreement wi Mr. Vineet Jain for terms and conditions of his appointment which is available for inspection during working hours at e regiered office of e Company upto e date of Annual General Meeting. The above mentioned terms and conditions shall be deemed to be an abract under section 302 of e Companies Act, None of e Directors except Mr. Vineet Jain is intereed in e said resolution. The Board recommends is resolution for your approval. Item No. 10 The Company is implementing various power projects directly or rough its subsidiaries. To fund e said projects and to meet e rapid grow in e business, it is required to explore various options to infuse need based additional capital from time to time. Pursuant to e provisions of Section 81(1A) and oer applicable provisions of e Companies Act, 1956 and in terms of e provisions of e liing agreement executed by e Company wi Stock Exchanges where e Equity Shares of e Company are lied, ere is a requirement to take shareholders approval for e same. In view of e same, e Board of Directors has approved to issue various inruments to e extent of ` 5,000 Crores (Rupees Five Thousand Crores only) or its equivalent in any foreign currency. None of e Directors is intereed in e said resolution. The Board recommends is resolution for your approval. nd Date: 2 July, 2012 Place: Ahmedabad By order of e Board Rahul C. Shah Company Secretary 10

11 Brief Particulars of Directors being appointed / re-appointed are as under : Name Mr. B.B Tandon IAS, (Retd) Mr. Gautam S. Adani Mr. Berjis Desai nd Date of Bir 30 June, June, Augu, 1956 Date of Appointment 4 January, December, September, 2011 Qualification M.A, LL.B., CAIIB S.Y B.Com B.A., L.L.B., L.L.M. Directorships held = ACB (India) Ltd. =Adani Enterprises Ltd. in oer Companies = Ambience Pvt. Ltd. =Adani Ports And Special = Bhushan Steel Ltd. Economic Zone Ltd. = Birla Corporation Ltd. = Dhampur Sugar Mills Ltd. = Exicom Tele Syems Ltd. = Filatex India Ltd. = Jaiprakash Power Ventures Ltd. = Jaypee Infratech Ltd. = Lanco Anpara Power Ltd. = Oriental Carbon & Chemicals Ltd. = Precision Pipes & Profiles Company Ltd. = Schrader Duncan Ltd. = Vikas Global One Ltd. = VLS Finance Ltd. = Capricon Studfarm Pvt. Ltd. = Capricorn Agrifarms & Developers Pvt. Ltd. = Centrum Fiscal Pvt. Ltd. = D C W Ltd. = Deepak Nitrite Ltd. = Edelweiss Financial Services Ltd. = Eden Realtors Pvt. Ltd. = Emcure Pharmaceuticals Ltd. = Equine Bloodock Pvt. Ltd. = Greatship (India) Ltd. = Himatsingka Seide Ltd. = Man Infraconruction Ltd. = NOCIL Ltd. = Praj Induries Ltd. = Sterlite Induries (India) Ltd. = The Great Eaern Shipping Company Ltd. Memberships/ Audit Committee Nil Chairmanships of = Bhushan Steel Ltd. Committees in = Birla Corporation Ltd. oer Companies = Filatex India Ltd. = Jaiprakash Power Ventures Ltd. = Oriental Carbon & Chemicals Ltd. = Precision Pipes & Profiles Company Ltd. = VLS Finance Ltd. Shareholders' Grievance Committee = Ambience Pvt. Ltd. = VLS Finance Ltd. Audit Committee = Edelweiss Financial Services Ltd. = Emcure Pharmaceuticals Ltd. = Greatship (India) Ltd. = Praj Induries Ltd. = Sterlite Induries (India) Ltd. = The Great Eaern Shipping Company Ltd. Shareholders' Grievance Committee = Edelweiss Financial Services Ltd. = NOCIL Ltd. = Sterlite Induries (India) Ltd. = The Great Eaern Shipping Company Ltd. 11

12 Brief Profile covering experience, achievements etc. Mr. B.B Tandon holds maers degree in arts and LL.B from Delhi university and is a Certified Associate of e Indian Initute of Bankers. He has served e Government of India, e S t a t e G o v e r n m e n t o f Himachal Pradesh and State Electricity Board of Himachal Pradesh. As Principal Secretary (Power) and Chairman of H.P State E l e c t r i c i t y B o a r d, h e initiated e policy of private sector participation in e execution of hydel p r o j e c t s i n H i m a c h a l P r a d e s h a n d v a r i o u s projects in e ate. He has also served as Chief Election Commissioner of India Mr. Gautam S. Adani is e Chairman and founder of e Adani Group. Under his leadership, Adani Group has emerged as a diversified conglomerate wi interes in international trading, infraructure development, power generation and diribution, development of special economic zones, gas diribution, trading and b u s i n e s s p r o c e s s outsourcing. He has been i n s t r u m e n t a l i n t h e diversification of e Adani Group into e power sector. Mr. Berjis Desai is a Fir Class Law Graduate and ood fir at e Solicitors Exam of Mumbai Incorporated Law Society. Mr. Desai is an associate member of e A m e r i c a n A r b i t r a t i o n Association, e London Court of International Arbitration, a Member of ICC-India and a Life Member of e Indian Council of Arbitration. He is a l s o o n t h e P a n e l o f Arbitrators of Indian Council of Arbitration. Mr. Desai specializes in Mergers and Acquisitions, Derivatives, Banking and Financial Laws. Mr. Desai is e Managing P a r t n e r o f J. S a g a r Associates, a National Law Firm. Mr. Desai regularly contributes articles on legal and commercial issues to v a r i o u s m a g a z i n e s a n d journals Shares held in 5000 Nil Nil e Company 12

13 Name Mr. Ravi Sharma Mr. Vineet Jain Date of Bir 1 January, April, 1971 Date of Appointment 8 February, May, 2012 Qualification B.Tech, MBA B.E (Mechanical Engineering) Directorships held in oer Companies Memberships/ Chairmanships of Committees in oer Companies = Indian Mobile Data Core Pvt. Ltd. = Phi Enterprises Pvt. Ltd. = Phi Televentures Pvt. Ltd. Nil = Adani Pench Power Ltd. = Adani Power Dahej Ltd. = Adani Power Maharashtra Ltd. = Adani Power Rajahan Ltd. = Kutchh Power Generation Ltd. = Mundra Power SEZ Ltd. = Sarguja Power Pvt. Ltd. Audit Committee = Adani Power Maharashtra Ltd. = Adani Power Rajahan Ltd. Brief Profile covering experience, achievements etc. Mr. Ravi Sharma is B.Tech in Electrical Engineering from IIT, Rourkee and MBA from IMT, Gaziabad. He has more an 25 years indury experience including more an 10 years as CEO wi Indian Corporate as well as MNC. He has held responsibilities at policy as well as operational level wi infraructure and communication indury for India, Sou Asia & Asia. He has ser ved as Managing Director/ Director on Boards of several companies. Before joining Adani Power Ltd, he has worked wi Alcatel- Lucent, BT, UB Group and Videocon. Mr. Vineet Jain joined Adani Group in e year He is a Mechanical Engineer and has over 20 years of experience in power sector. He was conferred wi Power Men of e Year young achievers in e power sector award in e year 2011 by Enertia. He has recently been conferred wi Outanding Manager (2011) by A hmedabad M anagement Association. He has lead and facilitated inallation of world's large single locations coal based power plant of 4620 MW at Mundra besides commissioning of India's large solar power plant of 40 MW and inallation of world's large private HVDC transmission network. For 14 years, he has played a very important role and was a major cataly in venturing of Jindal Group in Power business. Shares held in e Company Nil 65,880 13

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15 ADANI POWER LIMITED Regiered Office : Shikhar, Near Adani House, Miakhali Six Roads, Navrangpura, Ahmedabad Proxy Form Folio No.... * DP ID... * Client ID... I/We... of... being a member / members of e above named Company hereby appoint... of... or failing him... of... as my/our proxy to vote for me/us on my/our behalf at e SIXTEENTH ANNUAL GENERAL MEETING of e Company to be held at J. B. Auditorium, AMA Complex, ATIRA, Dr. Vikram Sarabhai Marg, Ahmedabad on Thursday, e 9 Augu, 2012, at 9.30 a.m. and at any adjournment ereof. Signed is... day of Signature... Affix. ` 1/- Revenue Stamp... * Applicable in case of shares held in Demat. Note : Proxy Form mu reach e Company s Regiered Office not less an 48 hours before commencement of e Meeting. (TEAR HERE) ADANI POWER LIMITED Regiered Office : Shikhar, Near Adani House, Miakhali Six Roads, Navrangpura, Ahmedabad Attendance Slip (Duly filled in slip to be handed over at e Entrance of e Meeting Place) Name of e attending member/s (in Block Letters) Folio No. *DP ID *Client ID Name of e Proxy (in Block Letters) (To be filled in by e Proxy who attends inead of e Member) No. of Shares held... I hereby record my presence at e SIXTEENTH ANNUAL GENERAL MEETING of e Company held at J. B. Auditorium, AMA Complex, ATIRA, Dr. Vikram Sarabhai Marg, Ahmedabad on Thursday, e 9 Augu, 2012, at 9.30 a.m. * Applicable in case of shares held in Demat.... Member s/proxy s/signature (To be signed at e time of handing over is slip) Note : Shareholders / Proxy holders are requeed to bring e Attendance Slips wi em, duly filled in when ey come to e meeting and hand em over at e gate, affixing signature on it. 15

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19 TH 16 ANNUAL REPORT Company Information Contents Directors' Report...3 Board of Directors Mr. Gautam S. Adani, Chairman Mr. Rajesh S. Adani, Managing Director Mr. Vineet Jain, Executive Director Mr. B. B. Tandon, IAS (Retd.) Mr. Vijay Ranchan, IAS (Retd.) Mr. Berjis Desai Company Secretary Mr. Rahul C. Shah Auditors M/s. Deloitte Haskins & Sells Chartered Accountants Ahmedabad Regiered Office Shikhar Near Adani House, Miakhali Six Roads, Navrangpura, Ahmedabad Management Discussion and Analysis...10 Corporate Governance Report...16 Auditors' Report...30 Balance Sheet...34 Statement of Profit and Loss...35 Cash Flow Statement...36 Notes to Financial Statements...38 Auditors' Report on Consolidated Financial Statement...63 Consolidated Balance sheet...64 Consolidated Statement of Profit and Loss...65 Consolidated Cash Flow Statement...66 Notes to Consolidated Financial Statements...68 Bankers and Financial Initutions Afrasia Bank Allahabad Bank Andhra Bank Axis Bank Ltd. Bank of Baroda Bank of India Bank of Maharashtra Banque Des Mascareignes Ltee Canara Bank Central Bank of India China Development Bank Corporation Bank Dena Bank Deutsche Bank Development Credit Bank Ltd. Fir Gulf Bank HDFC Bank ICICI Bank Ltd. IndusInd Bank Ltd. Indurial Development Bank of India Infraructure Development Finance Company ING Vysya Bank Ltd. Jammu & Kashmir Bank Ltd. Kotak Mahindra Bank Life Insurance Corporation of India Mega International Commercial Bank Co. Ltd. Power Finance Corporation Ltd. Punjab National Bank Punjab & Sind Bank Royal Bank of Scotland Rural Electrification Corporation Ltd. SBI (Mauritius) Ltd. State Bank of Bikaner & Jaipur State Bank of Hyderabad State Bank of India State Bank of Mysore State Bank of Patiala State Bank of Travancore Standard Chartered Bank Syndicate Bank UCO Bank Union Bank of India United Bank of India Yes Bank Ltd. Regirar and Transfer Agent M/s Karvy Computershare Private Limited Plot No 17-24, Vittal Rao Nagar, Madhapur, Hyderabad Phone: , Fax:

20 Forward Looking Statement This annual Report contains forward looking information to enable inveors to comprehend company's prospects and take informed invement decisions. This report and oer atements written and oral at we periodically make contain forward-looking atements at set out anticipated results based on e management's plans and assumptions. We have tried wherever possible to identify such atements by using words such as 'anticipate', 'eimate', 'expects', 'projects', 'intends', 'plans', 'believes' and words of similar subance in connection wi any discussion of future performance. We cannot guarantee at ese forward looking atements will be realized, alough we believe we have been prudent in assumptions. The achievement of results is subject to risks, uncertainties, and even less en accurate assumptions. Should known or unknown risks or uncertainties materialize or should underlying assumptions prove inaccurate, actual results could vary materially from ose anticipated, eimated or projected. Readers should bear is in mind. We under take no obligation to publicly update any forward-looking atements, wheer as a result of new information, future events or oerwise. Important Communication to Members The Miniry of Corporate Affairs has taken a Green Initiative in e corporate Governance by allowing paperless compliances by e companies and has issued circulars ating at service of notice / documents including Annual Report can be sent by to its members. To support is green initiative of e Government in full measure, members who have not regiered eir addresses, so far, are requeed to regier eir addresses, in respect of electronic holding wi e Depository rough eir concerned Depository Participants. 2

21 Dear Shareholders, DIRECTORS REPORT Your Directors are pleased to present e Sixteen Annual Report and e audited accounts for e financial year ended 31 March, Financial highlights: The financial highlights of e Company for e year ended 31 March, 2012 is summarized below: (` in Crores) Particulars For e year ended For e year ended 31 March, March, 2011 Income from operations Oer Income Total Income Operating & Adminirative Expenses Operating Profit before Intere and Tax Financial Charges Profit Before Tax Exceptional Item Profit after exceptional item (4) 823 Provision for tax (including deferred tax) Profit / (Loss) After tax (294) 523 Operational Highlights: Your Company togeer wi its subsidiaries currently has planned six power projects wi a combined inalled capacity of 16,500 MW, out of which 4,620 MW is operational, 4,620 MW is under implementation and 7,260 MW is at e planning age. Your Company alongwi its subsidiaries is implementing various transmission line projects of about 3,000 km leng. Your Company intends to sell e power generated from ese projects under a combination of long term Power Purchase Agreements and on merchant basis. The detailed Operational Performance of e Company has been comprehensively discussed in e Management Discussion and Analysis Report which forms part of Directors' Report. New Corporate Identity: During e year under review, new logo signature of our brand identity. Dividend: of e Adani Group was launched. The brand mark is e The logo reflects e ambition and ability to absorb various colors of cultures and nationalities. And reflects e ability to dream, e ability to move fa and e ability to achieve. The logo is e symphony of colors. Symphony of colors of e Adani Group's 3 integrated businesses. Green of resources like coal and oil & gas, Blue of logiics like ports and railways and Orange of Energy like power and gas. The mark is designed to tell e ory of integration and acting as one. In order to conserve resources for operational purposes, your Directors have not recommended any dividend on equity shares for e year under review. 3

22 Subsidiary Companies: Your Company has 13 subsidiaries at e end of e year which are as follows: 1) Adani Power Maharashtra Ltd. 2) Adani Power Rajahan Ltd. 3) Adani Power Dahej Ltd. 4) Adani Pench Power Ltd. 5) Mundra Power SEZ Ltd. 6) Kutchh Power Generation Ltd. 7) Adani Power (Overseas) Ltd., UAE 8) Adani Shipping PTE Ltd., Singapore 9) Adani Power PTE Ltd., Singapore 10) Rahi Shipping PTE Ltd., Singapore 11) Vanshi Shipping PTE Ltd., Singapore 12) Aanya Maritime Inc, Panama 13) Aashna Maritime Inc, Panama In terms of general exemption granted by e Miniry of Corporate Affairs, vide General Circular No. 2/2011 dated 8 February, 2011, Annual Reports of each of e Subsidiary Companies have not been attached to e accounts of e Company for e year ended 31 March, Accordingly, e annual report of e Company contains e consolidated audited financial atements prepared pursuant to clause 41 of e Liing Agreement and prepared in accordance wi e accounting andards prescribed by e Initute of Chartered Accountants of India (ICAI). Furer e Company hereby undertakes at e Annual Reports of e subsidiary companies will be made available to e shareholders of holding company on making reque at any point of time. The annual accounts of subsidiary companies will also be kept open for inspection by any shareholder during working hours at e Company's regiered office and at of e respective subsidiary concerned. Fixed Deposits: During e year under review, your Company has not accepted any deposits from Public under Section 58A of Companies Act, Directors: 4 Appointment of an Additional Director: Mr. Berjis Desai and Mr. Vineet Jain were appointed as an Additional Directors w.e.f. 17 September, 2011 and 14 May, 2012 respectively. Pursuant to Section 260 of Companies Act, 1956 and Article 77 of Articles of Association of e Company, Mr. Berjis Desai and Mr. Vineet Jain hold office upto e date of ensuing Annual General Meeting. The Company has received a notice in writing from a member of e Company signifying eir candidature for e office of e Board of Directors of e Company. Appointment of an Executive Director: Mr. Ravi Sharma and Mr. Vineet Jain were appointed as Executive Directors for a period of ree years w.e.f. 14 May, However, due to resignation of Mr. Ravi Sharma as Director & Executive Director w.e.f Closing hours of 30 June, 2012 he acted as an Executive Director for a period from 14 May, 2012 to 30 June, Resignation of Director: Mr. Ravi Sharma has resigned as a Whole Time Director w.e.f. closure of working hours of 13 May, Mr. Ravi Sharma also resigned as Director and Executive Director of e Company w.e.f. Closing hours of 30 June, Mr. Chinubhai R. Shah resigned as Director w.e.f. 1 July, 2012.

23 Retirement by rotation: As per Section 256 of e Companies Act, 1956 and Articles of Association of e Company, Mr. B. B. Tandon and Mr. Gautam S. Adani are liable to retire by rotation and being eligible offer emselves for re-appointment. The Board recommends appointment / re-appointment of aforesaid Directors. A brief resume of directors being appointed / re-appointed wi e nature of eir expertise, eir shareholding in e Company as ipulated under Clause 49 of e Liing Agreement is appended as an annexure to e notice of e ensuing Annual General Meeting. Directors' Responsibility Statement: Pursuant to e requirement under Section 217(2AA) of e Companies Act, 1956, wi respect to Directors' Responsibility Statement, e Directors confirm at: 1. In e preparation of annual accounts, e applicable accounting andards have been followed alongwi proper explanations relating to material departures, if any. 2. Reasonable and Prudent Accounting Policies have been adopted in preparation of e Financial Statements. The Accounting Policies have been consiently applied except for e changes mentioned in Notes forming part of financial atements. 3. Proper and sufficient care has been taken for e maintenance of adequate accounting records in accordance wi e provisions of Companies Act, 1956 for safeguarding e assets of e company and for preventing and detecting fraud and oer irregularities. 4. The annual accounts have been prepared on a going concern basis. Additional information to Shareholders: Your Company provides additional information related to e Company's business, matters of intere to e inveors like financial information, inveor presentations, press releases, etc. on its website Insurance: Assets of your Company are adequately insured again various perils. Auditors and Auditors' Report: Your Company's Auditors M/s. Deloitte Haskins & Sells, Chartered Accountants, Ahmedabad, hold office until e conclusion of ensuing Annual General Meeting and are eligible for reappointment. They have shown eir willingness to accept e office as Statutory Auditors, if reappointed. Your Company has received a written certificate from e Auditors to e effect at eir re-appointment, if made, would be wiin e prescribed limit under Section 224(1B) of e Companies Act, The notes to financial atements referred to in e Auditors Report are self-explanatory and do not call for any furer comments and explanations. Co Auditor: M/s Kiran J. Mehta & Co., Co Accountants have been appointed as Co Auditors to conduct Co Audit for e year subject to approval of e Central Government. Corporate Governance and Management Discussion and Analysis Report: A separate report on Corporate Governance compliance and a Management Discussion and Analysis Report as ipulated by e Clause 49 of e Liing Agreement forms part of e Annual Report along wi e required Certificate from a Practicing Company Secretary regarding compliance of e conditions of Corporate Governance as ipulated by Clause 49 of e Liing Agreement. 5

24 In compliance wi Corporate Governance requirements as per Clause 49 of e Liing Agreement, your Company has formulated and implemented a Code of Business Conduct and Eics for all Board members and senior management personnel of e Company, who have affirmed e compliance ereto. Corporate Social Responsibility: Corporate Social Responsibility has been at e heart of any Business Development by Adani Group of Companies. Adani Foundation was eablished wi a vision to accomplish passionate commitment to e social obligations towards communities, foering suainable and integrated development, us improving quality of life. The foundation works in e core sectors of Education, Community Heal, Suainable Livelihood Development and Rural Infraructure Development. The Adani Group is very conscience about its values. Our commitment in achieving goals as well as our value driven processes are our core rengs. The Group always acts as a responsible Corporate Citizen. Adani Foundation plays a pivotal role in bringing about Suainable Development in and around its area of operations which spans across six ates, eleven diricts and more an 165 villages. Adani Foundation has been in e forefront of Education Sector since its inception. Adani Vidya Mandir, a school set up and managed by Adani Foundation is an innovative experiment to reach out to economically challenged udents to have ate of art facility along wi excellent academic opportunity rough Corporate Social Responsibility. Similarly Foundation aims to enhance e quality of Education of e surrounding Communities by reaching out to more an 30,000 young minds rough various programmes on Girl Child Education, Promoting Child's Rights and Gender Equality, empowering Village Education/School Management Committee rough innovative use of local Education Volunteers. Adani Foundation has been working wi ree ITI very closely for upgradation under PPP model. Community Heal is anoer area where our heart is. Wi our services of mobile heal vans, rural clinics, medical and specialty camps at doorep we reach out to people wi basic heal care facilities. Adani Foundation has initiated two special Projects namely Kidney Stone Awareness, Identification and Care project under which more an 3500 patients are screened and more an 130 operated and Cashless Heal Card Scheme for Senior Citizens from irty five villages and ree Fisher Folk Settlements which has been appreciated by one and all. Anoer special project for Fisher Folk of Mundra Taluka was to give em opportunity to get out of e debt trap by support in procuring necessary fishing equipments or fish vending equipments. They have been given Sankat Mochan insurance policy too. Wi conant social engagement and value driven approaches, we are on humble pa to reach to our ake holder groups especially communities in and around our businesses. Heal, Safety & Environment (HSE) The HSE Management Syem is at e utmo priority of top management. The management of your Company believes in a syem which is top driven, efficient, effective and adheres to e atutory requirements. Having a well ructured set up of HSE function, your Company has been accredited wi IS certification by 'Bureau of Indian Standard' for its Mundra plant, which clearly depicts e robuness of its safety management syem. Your Company is also under process of getting accreditation for IS certification for its Tiroda and Kawai sites. Your Company has well defined processes and syem for HSE function which enable it to take all safety measures for minimizing accidents. Accidents are inveigated oroughly and analyzed for root cause so at re- occurrence can be prevented. As a part of safety management syem, a comprehensive HSE manual has been developed for use by operating and HSE personnel. Recently SAP module for HSE is also commissioned for Mundra site; subsequently same is going to be replicated at Tiroda and Kawai sites. Specialized Personnel Protective Equipments have been andardized and provided to operating personnel 6

25 for use in e work areas. Regulatory auorities and government agencies carry out inspection/ audits wi an aim for overall improvement in e HSE performance at regular frequency. Your Company gives paramount importance to environment. During e year, all e ree project sites i.e. Mundra, Tiroda and Kawai as well as operating units at Mundra exercised great care to improve on e required environmental norms for emissions as ipulated by e respective ate pollution control boards and e Miniry of Environment and Fores using, among oer ings, technology and ate-of-e-art equipment. Your Company is deeply committed to suainable means of conducting its operations. Your Company has eablished Environment Divisions bo at plant level and at corporate level wi competent officials who keep a close watch of all environmental parameters at and around e plant site at Mundra and project sites at Tiroda and Kawai. Particulars of Employees: In terms of e provisions of Section 217(2A) of e Companies Act, 1956, read wi e Companies (Particulars of Employees) Rules, 1975 as amended, e names and oer particulars of e employees forms part of is report as Annexure.However, as permitted by section 219 (1) (b) (iv) of e companies Act, 1956 is annual report is being sent to all shareholders excluding aforesaid information. Any member intereed in obtaining such particulars may write to Company Secretary. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo: The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 217(1)(e) of e Companies Act, 1956 read wi e Companies (Disclosure of Particulars in e Report of Board of Directors) Rules, 1988 are appended herewi as Annexure I and forms part of is Annual Report. Awards & Recognitions: During e year under review, your Company has been beowed wi various awards like National Award for Meritorious Performance in Power Sector in recognition of outanding performance during for early completion of TPP by Miniry of Power, National Quality Excellence Awards 2012 in e category of Fae Growing Company and Product Development by Stars of e Indury Group. Your Company has been accredited wi ISO 9001:2008 certification by M/S TUV Nord, for Quality Management Syem, IS certification from Bureau of Indian Standards for Occupational Heal and Safety Management Syem. Acknowledgement: Your Directors place on record eir appreciation for assiance and co-operation received from various miniries and department of Government of India, Government of Gujarat, oer State Governments, financial initution, banks, shareholders, directors, executives, officers of e Company. The management would also like to express great appreciation for e commitment and contribution of its employees for eir committed services wiout which e good results would not have been possible. For and on behalf of e Board of Directors nd Date : 2 July, 2012 Gautam S. Adani Place: Ahmedabad Chairman 7

26 ANNEXURE - I TO THE DIRECTORS REPORT Particulars pursuant to Section 217(1) (e) of e Companies Act, Information as required under Section 217(1) (e) of e Companies Act, 1956 read wi e Companies (Disclosure of Particulars in e Report of Board of Directors) Rules, 1988 are set out as under: A. Conservation of energy a) Measures taken for conservation of energy: Inalling supercritical units - Conserve coal Implementation of change in operational practice related to Induced Draft (ID) fan & Forced Draft (FD) fan during unit art up Reduced number of Cooling Tower (CT) fans operation during better (winter) weaer conditions and in part load conditions Inallation of energy efficient LED lighting in place of HPSV fittings Interconnection of service and inrument air connection Optimize auxiliary power consumption Improving combuion efficiency Minimize syem leakages b) Additional invements and proposals, if any, being implemented for reduction of consumption of energy The Energy Audit (Thermal & Electrical) was carried out to improve e heat rate and to reduce e auxiliary power consumption. c) Impact of e measures at (a) and (b) above for reduction of energy consumption and consequent impact on e co of production of goods Reduced auxiliary power consumption Heat Rate improvement Reduction of Specific Coal consumption Reduction of Specific Oil consumption d) Total energy consumption and energy consumption per unit of production as per Form A in respect of induries specified in e schedule ereto Not applicable to e Company B. Technology Absorption: 8 e) Specific areas in which R & D carried out by e company and benefits arrived out of it In e year , following projects have been taken up to improve e performance and reliability of e plant. Inallation of High Pressure RO sea water pumps for 7 MLD Air cannon syem implementation to improve e coal feeding reliability Inallation of Isokinetic ash sampler for unburned carbon analysis in fly ash Auxiliary power reduction in plant lighting by using LED lights Reliability improvement of equipments in switchyards in e prevalent Coal conditions

27 Inallation of CO monitoring for combuion optimization for e improvement in combuion and boiler efficiency Inallation of Integrated AC Vapor Absorption Syem for all inallation in main plant building to save APC Electro chlorination Syem for Phase III f) Future plan of action The abovementioned R&D activities are planned to be continued for e year g) Technology absorption, Adaptation and Innovation Supercritical Boiler Technology implemented The technology absorbed/adapted Fuel Gas Desulfurization syem based on Sea Water has been planned for Mundra Phase IV to reduce sulfur oxide emission RO plant to utilize sea water for plant uses h) Benefits derived as a result of e above efforts Higher Efficiency Better reliability and availability Reduced Maintenance Lower fuel consumption Reduction of emission C. Details of Foreign Exchange Earning & Outgo during e year: Foreign Exchange earnings Foreign Exchange outgo Nil (` in Crores) 9

28 1. SECTOR OVERVIEW 1.1 Power Generation in India MANAGEMENT DISCUSSION AND ANALYSIS Power generation capacity along wi e associated transmission and diribution infraructure in India has increased subantially over e years. Though e annual per capita power consumption in India is about 717 kilo watt hours (kwh), it is ill very low when compared to e per capita annual consumption of about 1,200 kwh in China and 13,300 kwh in e United States of America. Wiout adequate energy of desired quality, e economic grow in excess of 8% achieved in e recent pa cannot be suained and e economic grow targets envisaged by e Government over e next 1 decade may not be achievable. The total power generation in e country during FY12 was Billion Units (BUs) as again e 2 target of 855 BUs, about 2.56% above target. The annual grow in e energy generation during e 11 Plan period has been 8.6% again e CAGR of 5.2% during e period to The 2 inalled generation capacity in e country, as on 31 March, 2012 was 1,99,877 MW. The primary source of fuel for power generation in India is ill coal. The current generation capacity mix by fuel and ownership is given in e following chart. Generation Mix By Source Generation Mix by Ownership 20% (H) 12% (R) 27% (P) (C) 30% (N) 2% (T) 66% (S) 43% Thermal (T) Nuclear (N) Hydro (H) Renewable (R ) Central (C ) State (S) Private (P) Source: Central Electricity Auority (CEA) 1.2 Details of Capacity Addition The Indian power sector has hiorically been characterized by demand-supply gap which has been increasing over e years. During e Eleven Plan period (FY08-12) e Government of India (GoI) was 1 targeting capacity addition of 78,700 MW. As per Planning Commission Mid Term Appraisal, a total capacity of 62,374 MW was targeted for e 11 Plan. Again which, actual capacity addition in 11 3 Plan period was 53,922 MW. The capacity addition has been subantially higher compared to previous plans due to e increasing private sector intere and invements. However, while in FY11, peak 1 energy deficit was at 9.8%, in FY12 it has increased to 11.1% as per CEA's provisional numbers. India's peak power shortage is projected to furer rise in coming years. As per e report on 17 Electric Power Survey (EPS) of India published by CEA, e projected peak electricity demand in FY12 & FY17 will be 1,52,746 MW and 2,18,209 MW respectively. As per e eimates of CEA, e capacity addition target for e Twelf Plan (FY13-17) should be about 76,000 MW to meet e demand prospects of e 17 EPS. 1 Report of The Working Group on Power for Twelf Plan (FY ) 2 CEA 3 Press information Bureau, Government of India, dated 29-March-12 10

29 1.3 Fuel Availability for Power Generation 1 Wi about 1,12,022 MW, i.e. 56% of e inalled capacity, contributed by coal based power plants, coal remains a key fuel for power generation. As per information provided by Miniry of coal in FY e projected demand for coal is Million Tones (as per annual Plans of Miniry of Coal), actual supply (dispatch) is Million Tones and e gap between demand and supply of coal during FY is Million Tones. Furer, as per draft report of e Working Group on Coal & Lignite set up for formulation of 12 Five Year Plan, all India coal demand in e terminal year of XII plan i.e is projected as 980 Million Tonnes again e indigenous availability of 795 Million Tones. These figures indicate huge demand supply mismatch for coal availability & coal requirement. This will lead to subantial dependence upon imported coal for e 12 Plan period. 1.4 Transmission The transmission segment has a major role in achieving e ambitious targets set for capacity addition as an efficient transmission capacity and network is essential to transfer power from generating ations to diribution networks. The sector has moved towards integrated syem planning because generation capacities are diributed in different regions. As on 31 March, 2012, India has 2,68,693 circuit km (ckt km) of transmission lines and total Transmission subation capacity of 4,11,001 Mega Volt Ampere (MVA). The country need to initiate eps to evolve Smart Transmission Grid wi a view to improve e reliability & efficiency of e power sector as a whole. Power Grid Corporation of India Ltd. (PGCIL) is working on e planned set up of a national power grid to facilitate transfer of power wiin e different regions in India. This grid will support e inter-regional energy transfer and will exploit e country's unevenly diributed energy resources. Creation of high capacity Transmission Highways is being planned to address e exiing conraints. 1.5 Present Indury scenario Increasing share of Merchant power in overall Power Generation Merchant Power proportion as a percentage of overall generation is increasing eadily, from 3.15% of overall generation in FY08 to 10.8% in FY12. Furer, overall market size of merchant power has 5 increased from billion units in FY08 to 94.5 billion units in FY12. Project Implementation challenges Power project implementation is a herculean task considering various clearances from atutory auorities, land acquisition, rehabilitation and resettlement issues, local protes, funding availability due to sectoral exposure norms & scarcity of skilled manpower. Furer e lack of bankable fuel tie ups, project implementation has been sluggish and capacity addition delayed. In spite of such challenges in project implementation, highe capacity addition was achieved in 11 Plan period. SEB Financial heal State Electricity Board's (SEB) financial position is a concern reflected by power sector underperformance. The huge financial burden reflects under recoveries arising from energy sold, lack of tariff revision initiative, high transmission & diribution losses & inadequate planning of future energy requirement. This was e major factor attributing towards recent softness in merchant power prices. However, several positive developments are changing e overall scenario. One of e key developments la year was e Suo moto judgment of e Appellate Tribunal of Electricity (APTEL), which directed SERCs to determine tariffs in case of delays in filing tariff petitions for diribution utilities. 4 Miniry of coal, Press Information Bureau, dated 7-May-12 5 CERC Annual Report