Adani Enterprises : 2 RTA Agreement

REGISTRAR AGREEMENT

DATED 17TH JANUARY, 2023

BY AND AMONGST

ADANI ENTERPRISES LIMITED

AND

LINK INTIME INDIA PRIVATE LIMITED

REGISTRAR AGREEMENT

This Registrar Agreement (the "Agreement") is made at Ahmedabad, Gujarat, India on the17th day

of January, 2022 by and amongst:

ADANI ENTERPRISES LIMITED, a company incorporated under the laws of India and having its registered office at Adani Corporate House, Shantigram Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad 382 421, Gujarat, India (the "Company"), which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors and permitted assigns, of the FIRST PART;

AND

LINK INTIME INDIA PRIVATE LIMITED, a company incorporated under the Companies Act, 1956, and having its registered office at C-101, 1st Floor, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai 400 083, India (hereinafter referred to as the "Registrar"), which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors and permitted assigns, of the SECOND PART.

The Company and the Registrar are hereinafter individually referred to as a "Party" and collectively as the "Parties".

WHEREAS

1. The Company proposes to undertake a further public offering of its equity shares of Rs. 1 each ("Equity Shares") by way of a fresh issue of Equity Shares aggregating up to ₹20,000 crore ("Issue"). The Issue will be made in accordance with the requirements of the Companies Act, 2013, as amended, including any rules, regulations, clarifications and modifications thereto (the "Companies Act"), the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the "SEBI ICDR Regulations") and other conditions, instructions and advices issued by Securities and Exchange Board of India ("SEBI") and other Applicable Laws (as defined herein), at such price as may be determined or discovered through the book building process as prescribed under the SEBI ICDR Regulations ("Book Building Process") and as agreed by the Company in consultation with the book running lead managers i.e., ICICI Securities Limited, Jefferies India Private Limited, SBI Capital Markets Limited, Axis Capital Limited, BOB Capital Markets Limited, IDBI Capital Markets & Securities Limited, JM Financial Limited, IIFL Securities Limited, Monarch Networth Capital Limited and Elara Capital (India) Private Limited (collectively, the "Book Running Lead Managers", the "BRLMs" or the "Lead Managers") to the Issue (the "Issue Price"). The Issue will be made (i) within India, to Indian institutional, non-institutional and retail investors in accordance with ICDR Regulations, (ii) outside the United States, in offshore transactions in reliance on Regulation S under the United States Securities Act of 1933, as amended (the "Securities Act") and the applicable laws of the jurisdictions where offers and sales occur; and (iii) within the United States, to "qualified institutional buyers" (as defined under Rule 144A under the Securities Act) in transactions exempt from the registration requirements under the Securities Act. The Issue may also include allocation of Equity Shares, on a discretionary basis, to certain Anchor Investors (as defined in the Issue Documents) by the Company in consultation with BRLMs, in accordance with the SEBI ICDR Regulations. The Issue may also include allocation of Equity Shares, on a discretionary basis, to certain Anchor Investors (as defined in the Issue Documents) by the Company in consultation with BRLMs, in accordance with the SEBI ICDR Regulations.

1