Adani Enterprises MD, chairman and AGM

Each resolution counts the houses whose vote was matched to it; the rest are listed last.

• Material modification in an approved material related party transaction(s).

  ›Against Axis Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, Invesco Mutual Fund, Jio BlackRock Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund, Quantum Mutual Fund, Unifi Mutual Fund

  • Axis Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, Jio BlackRock Mutual Fund, Unifi Mutual FundIn FY25 AGM, the company sought approval for related party transactions with AIIL, including the purchase and sale of coal, rendering and availing of services and obtaining financial assistance. The company seeks approval to increase the limit of transactions to Rs. 225.0 bn now only for obtaining financial assistance.Adani Infra (India) Ltd (AIIL) provides maintenance and EPC services for power, transmission, renewables, roads and water projects. It is a wholly owned subsidiary of Adani Properties Pvt. Ltd. (APPL) which is held by S.B. Adani Family Trust (trust) and other group companies. APPL is an investment holding company of the Adani group. We understand that the increase in limits is for the purpose of obtaining additional financial assistance. We do not support these transactions because we raise concern that the company has not disclosed the granular terms for the financial support that will be obtained between these parties. The company has disclosed neither the nature of the operations of AIIL nor their financial profile in the notice to the shareholders. From publicly available information we can ascertain that the proposed limit is ~7.6x AIIL’s H1FY25 topline. We also raise concern on the lack of clarity regarding the rationale for AIIL being owned by promoters, since primarily it has provided in-house project management consultancy to Adani Group companies. The company must provide clarity regarding the exponential spike in the company’s topline, profitability and their margins in H1FY25. We do not support this resolution.
  • Invesco Mutual FundIn FY25 AGM, the company sought approval for related party transactions with AIIL, including the purchase and sale of coal, rendering and availing of services and obtaining financial assistance. The company seeks approval to increase the limit of transactions to Rs. 225.0 bn now only for obtaining financial assistance. Adani Infra (India) Ltd (AIIL) provides maintenance and EPC services for power, transmission, renewables, roads and water projects. It is a wholly owned subsidiary of Adani Properties Pvt. Ltd. (APPL) which is held by S.B. Adani Family Trust (trust) and other group companies. APPL is an investment holding company of the Adani group. We understand that the increase in limits is for the purpose of obtaining additional financial assistance. We do not support these transactions because we raise concern that the company has not disclosed the granular terms for the financial support that will be obtained between these parties. The company has disclosed neither the nature of the operations of AIIL nor their financial profile in the notice to the shareholders. From publicly available information we can ascertain that the proposed limit is ~7.6x AIIL’s H1FY25 topline. We also raise concern on the lack of clarity regarding the rationale for AIIL being owned by promoters, since primarily it has provided in-house project management consultancy to Adani Group companies. The company must provide clarity regarding the exponential spike in the company’s topline, profitability and their margins in H1FY25. We do not support this resolution
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundTransparency concern: Inadequate clarity
  • Quantum Mutual FundAdani Infra (India) Ltd (AIIL) provides maintenance and EPC services for power, transmission, renewables, roads, and water projects. It is a wholly owned subsidiary of Adani Properties Pvt. Ltd. (APPL), held by the S.B. Adani Family Trust and other group companies. APPL serves as the investment holding company of the Adani Group. We understand that the increased limit is for obtaining additional financial assistance. We do not support this resolution as the company has not disclosed the granular terms of the proposed financial support, nor AIIL’s operational or financial profile in the notice to shareholders. Publicly available information indicates that the proposed limit is approximately 7.6× AIIL’s H1FY25 topline. We also raise concern over the rationale for AIIL’s promoter ownership, given its role as an in-house project management consultancy for Adani Group companies. The company must provide clarity on the sharp spike in AIIL’s topline, profitability, and margins in H1FY25 before seeking such approval.

  23 for9 against
• 2 - To approve the appointment of Mr. Bharat Kanaiyalal Sheth (DIN: 00022102) as an Independent Director of the Company for a period of 3 (three) years w.e.f. August 9, 2025

  32 for0 against

Each resolution counts the houses whose vote was matched to it; the rest are listed last.

• 1 - To Receive, Consider, Approve and Adopt audited standalone financial statements of the Company for the financial year ended on March 31, 2025 together with the Reports of the Board of Directors and Auditors thereon; and audited consolidated financial statements of the Company for the financial year ended on March 31, 2025 together with the report of Auditors thereon.MoreLess

  ›Against Axis Mutual Fund, Franklin Templeton Mutual Fund, HSBC Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund, Quantum Mutual Fund, Sundaram Mutual Fund

  • Axis Mutual Fund, Invesco Mutual Fund, Sundaram Mutual FundWe have relied on the auditors’ report, which includes an emphasis of matter on the standalone financials and a qualified opinion on the consolidated financials. The emphasis relates to the Short Seller Report (SSR); based on legal and accounting reviews, management believes there is no material impact. The qualification on the consolidated financials pertains to ongoing investigations by MCA and a chargesheet filed by CBI concerning potential conflicts of interest and alleged fund misuse at MIAL. Auditors lacked sufficient evidence and could not determine the impact, leading to similar qualifications by auditors of MIAL’s holding entities. We raise concerns over the quality of the audit conducted since the signing partner of the auditor Shah Dhandharia & Co LLP: Shubham Rohatgi became an associate member of ICAI in 2018. We believe he does not have the requisite experience to audit a BSE 100 company. Public sources suggest that prior to joining Shah Dhandharia & Co LLP in 2018, Shubham Rohatgi was associated with Dharmesh Parikh & Co LLP, who have been associated as auditors of various Adani group companies for ~29 years. We do not support this resolution.
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted as the auditors have a qualified opinion on the company's consolidated financial statements.
  • HSBC Mutual FundAuditors have a qualified opinion on the company's consolidated financial statements. Consequently, a vote AGAINST this resolution is warranted.
  • ICICI Prudential Mutual FundDue to concerns regarding auditor independence, limited experience of signing partner, and unresolved qualified opinion in the auditor report pertaining to ongoing investigations related to the Short Seller Report, the AMC has voted against the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Quantum Mutual FundThe statutory have raised qualifications on the financial statements. We do not favour the resolution.

  23 for8 against
• 2 - To declare dividend on equity shares for the financial year 2024-25.

  31 for0 against
• 3 - To appoint a Director in place of Mr. Rajesh S. Adani (DIN: 00006322), who retires by rotation and being eligible, offers himself for re-appointment.

  ›Against Groww Mutual Fund, Motilal Oswal Mutual Fund

  • Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Transparency Concern: Ambiguity on whether the proposed appointee holds 2 Full-Time Positions or not.

  29 for2 against
• 4 - To consider and if thought fit, approve the appointment of Mr. Ashwin Shah. Practicing Company Secretary as Secretarial Auditor of the Company for a first term of five years

  32 for0 against
• 5 - To consider and if thought fit, approve the re-appointment of Dr. Omkar Goswami (DIN: 00004258) as an Independent Director (Non-Executive) of the Company to hold office for second term of three yearsMoreLess

  ›Against Franklin Templeton Mutual Fund, HSBC Mutual Fund

  • Franklin Templeton Mutual FundA vote AGAINST the following nominee is warranted because he serves on the audit committee and there are significant concerns regarding the company's financial statements.
  • HSBC Mutual FundA vote AGAINST the following nominee is warranted because: Omkar Goswami serves on the audit committee and there are significant concerns regarding the company's financial statements.

  28 for2 against
• 6 - To consider and, if thought fit, approve the remuneration payable to M/s. K V M & Co., Cost Accountants, Cost Auditors of the Company, for the financial year ending March 31, 2026

  31 for0 against
• 7 - To consider and, if thought fit, approve the material related party transaction(s) proposed to be entered between the Company and AdaniConnex Private Limited during the financial year 2025-26

  ›Against Franklin Templeton Mutual Fund, HSBC Mutual Fund

  • Franklin Templeton Mutual FundA Vote AGAINST this proposal is warranted on account of the following concerns: • The proposals would enable the provision of financial assistance (by the company and its subsidiaries) to group entities that are not wholly owned subsidiaries of the company. This could expose the company and its shareholders to unnecessary financial risk. • The company has not provided necessary information to assess the fairness of the proposed transactions. Given the material conflict of interests, this is viewed as an overriding concern.
  • HSBC Mutual FundA Vote AGAINST these proposals is warranted on account of the following concerns: The proposals would enable the provision of financial assistance (by the company and its subsidiaries) to group entities that are not wholly owned subsidiaries of the company. This could expose the company and its shareholders to unnecessary financial risk. The company has not provided necessary information to assess the fairness of the proposed transactions. Given the material conflict of interests, this is viewed as an overriding concern.

  21 for2 against
• 8 - To consider and, if thought fit, approve the material related party transaction(s) proposed to be entered between the Company and Adani Infra (India) Limited during the financial year 2025-26

  ›Against Axis Mutual Fund, Franklin Templeton Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund, Quantum Mutual Fund, Sundaram Mutual Fund

  • Axis Mutual Fund, Invesco Mutual Fund, Quantum Mutual Fund, Sundaram Mutual FundAdani Infra (India) Ltd (AIIL) provides maintenance and EPC services for power, transmission, renewables, roads and water projects. It is a wholly owned subsidiary of Adani Properties Pvt. Ltd. (APPL) which is held by S.B. Adani Family Trust (trust) and other group companies. APPL is an investment holding company of the Adani group. The proposed transactions are in the nature of purchase and sale of coal, rendering and availing of services and obtaining financial assistance. We do not support these transactions because we raise concern that the company has not disclosed the granular terms for the financial support that will be obtained between these parties. The company has disclosed neither the nature of the operations of AIIL nor their financial profile in the notice to the shareholders. From publicly available information we can ascertain that the proposed limit is ~2.0x AIIL’s H1FY25 topline. The company must provide clarity regarding the exponential spike in the company’s topline, profitability and their margins in H1FY25. We do not support this resolution.
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted given that: • The proposal would enable the provision of financial assistance (by the company and its subsidiaries) to group entities that are not wholly owned subsidiaries of the company. This could expose the company and its shareholders to unnecessary financial risk. • There is no disclosure on the terms of financial assistance to be obtained by the company including interest rate, tenure, quantum of assistance that can be received/outstanding during a year, etc. Therefore, the fairness of the transactions cannot be clearly ascertained.
  • HDFC Mutual FundThe company has not disclosed the granular terms for the financial support that will be obtained between these parties. The company has disclosed neither the nature of the operations of AIIL nor their financial profile in the notice to the shareholders. We do not support this resolution.
  • HSBC Mutual FundA vote AGAINST these resolutions is warranted given that: The proposals would enable the provision of financial assistance (by the company and its subsidiaries) to group entities that are not wholly owned subsidiaries of the company. This could expose the company and its shareholders to unnecessary financial risk. There is no disclosure on the terms of financial assistance to be obtained by the company including interest rate, tenure, quantum of assistance that can be received/outstanding during a year, etc. Therefore, the fairness of the transactions cannot be clearly ascertained.
  • ICICI Prudential Mutual FundDue to lack of disclosure on transaction terms, financial support details and AIIL’s operations, the AMC has voted against the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  20 for9 against
• 9 - To consider and, if thought fit, approve the material related party transaction(s) proposed to be entered between the Company and Adani Infra Management Services Limited during the financial year 2025-26MoreLess

  ›Against Axis Mutual Fund, Franklin Templeton Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund, Quantum Mutual Fund, Sundaram Mutual Fund

  • Axis Mutual Fund, Invesco Mutual Fund, Quantum Mutual Fund, Sundaram Mutual FundAdani Infrastructure Management Services Limited (AIMSL) is a 100% subsidiary of Adani Properties Pvt. Ltd., a promoter entity. It was incorporated to provide O&M services to various Adani Group infrastructure businesses. Shareholder approval is being sought for related party transactions between AEL and AIMSL, including service arrangements and financial assistance. We raise concern that the company has not disclosed the granular terms for the financial support that will be obtained between these parties. The company has disclosed neither the nature of the operations of AIMSL nor their financial profile in the notice to the shareholders. From publicly available information we can ascertain that the proposed limit is ~4.0x AIMSL’s FY24 topline. The company must disclose the past transactions between AEL and AIMSL in the notice to the shareholders. We do not support this resolution.
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted given that: • The proposal would enable the provision of financial assistance (by the company and its subsidiaries) to group entities that are not wholly owned subsidiaries of the company. This could expose the company and its shareholders to unnecessary financial risk. • There is no disclosure on the terms of financial assistance to be obtained by the company including interest rate, tenure, quantum of assistance that can be received/outstanding during a year, etc. Therefore, the fairness of the transactions cannot be clearly ascertained.
  • HDFC Mutual FundThe company has not disclosed the granular terms for the financial support that will be obtained between these parties. The company has disclosed neither the nature of the operations of AIMSL nor their financial profile in the notice to the shareholders. We do not support this resolution.
  • HSBC Mutual FundA vote AGAINST these resolutions is warranted given that: The proposals would enable the provision of financial assistance (by the company and its subsidiaries) to group entities that are not wholly owned subsidiaries of the company. This could expose the company and its shareholders to unnecessary financial risk. There is no disclosure on the terms of financial assistance to be obtained by the company including interest rate, tenure, quantum of assistance that can be received/outstanding during a year, etc. Therefore, the fairness of the transactions cannot be clearly ascertained.
  • ICICI Prudential Mutual FundDue to lack of disclosure on transaction terms, financial support details and AIMSL’s operations, the AMC has voted against the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  22 for9 against
• 10 - To consider and, if thought fit, approve the material related party transaction(s) proposed to be entered between the Company and Mundra Solar Energy Limited, during the financial year 2025-26

  ›Against Franklin Templeton Mutual Fund, HSBC Mutual Fund

  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted on account of the following concerns: • There is no disclosure on the terms of financial assistance to be obtained by the company including interest rate, tenure, quantum of assistance that can be received/outstanding during a year, etc. Therefore, the fairness of the transactions cannot be clearly ascertained.
  • HSBC Mutual FundA vote AGAINST these resolutions is warranted on account of the following concerns: There is no disclosure on the terms of financial assistance to be obtained by the company including interest rate, tenure, quantum of assistance that can be received/outstanding during a year, etc. Therefore, the fairness of the transactions cannot be clearly ascertained.

  27 for2 against
• 11 - To consider and, if thought fit, approve the material related party transaction(s) proposed to be entered between the Company and Mundra Solar PV Limited, during the financial year 2025-26

  ›Against Franklin Templeton Mutual Fund, HSBC Mutual Fund

  • Franklin Templeton Mutual FundA Vote AGAINST this proposal is warranted on account of the following concerns: • The proposals would enable the provision of financial assistance (by the company and its subsidiaries) to group entities that are not wholly owned subsidiaries of the company. This could expose the company and its shareholders to unnecessary financial risk. • The company has not provided necessary information to assess the fairness of the proposed transactions. Given the material conflict of interests, this is viewed as an overriding concern.
  • HSBC Mutual FundA Vote AGAINST these proposals is warranted on account of the following concerns: The proposals would enable the provision of financial assistance (by the company and its subsidiaries) to group entities that are not wholly owned subsidiaries of the company. This could expose the company and its shareholders to unnecessary financial risk. The company has not provided necessary information to assess the fairness of the proposed transactions. Given the material conflict of interests, this is viewed as an overriding concern.

  27 for2 against
• 12 - To consider and, if thought fit, approve the material related party transaction(s) proposed to be entered between the Company and Parsa Kente Collieries Limited, during the financial year 2025-26

  ›Against Franklin Templeton Mutual Fund, HSBC Mutual Fund

  • Franklin Templeton Mutual FundA Vote AGAINST this proposal is warranted on account of the following concerns: • The proposals would enable the provision of financial assistance (by the company and its subsidiaries) to group entities that are not wholly owned subsidiaries of the company. This could expose the company and its shareholders to unnecessary financial risk. • The company has not provided necessary information to assess the fairness of the proposed transactions. Given the material conflict of interests, this is viewed as an overriding concern.
  • HSBC Mutual FundA Vote AGAINST these proposals is warranted on account of the following concerns: The proposals would enable the provision of financial assistance (by the company and its subsidiaries) to group entities that are not wholly owned subsidiaries of the company. This could expose the company and its shareholders to unnecessary financial risk. The company has not provided necessary information to assess the fairness of the proposed transactions. Given the material conflict of interests, this is viewed as an overriding concern.

  26 for2 against
• 13 - To consider and, if thought fit, approve the material related party transaction(s) proposed to be entered between the Company and Ambuja Cements Limited, during the financial year 2025-26

  32 for0 against
• 14 - To consider and, if thought fit, approve the material related party transaction(s) proposed to be entered by Adani Airport Holdings Limited, a wholly owned subsidiary of the Company with Adani Properties Private Limited, a related party of the Company, during the financial year 2025-26MoreLess

  ›Against Axis Mutual Fund, Franklin Templeton Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund, Quantum Mutual Fund, Sundaram Mutual Fund, Taurus Mutual Fund

  • Axis Mutual Fund, Invesco Mutual Fund, Quantum Mutual Fund, Sundaram Mutual Fund, Taurus Mutual FundAdani Airport Holdings Ltd. (AAHL) is a wholly owned subsidiary of Adani Enterprises Ltd. (AEL), while Adani Properties Pvt. Ltd. (APPL) is an investment/holding company 100% owned by the S.B. Adani Family Trust and other group entities. The company seeks shareholder approval for related party transactions between AAHL and APPL involving services and financial assistance. These transactions totaled Rs. 91.4 bn in FY24 and Rs. 24.9 bn in H1FY25, with an estimated Rs. 86.8 bn in FY26. We raise concern that the company has not disclosed the granular terms for the financial support that will be obtained between these parties. The company has disclosed neither the nature of the operations of APPL nor their financial profile in the notice to the shareholders. Based on past transactions, we raise concerns regarding the lack of clarity on the nature of services to be rendered/availed between these parties. The company must disclose the past transactions between AEL and APPL in the notice to the shareholders. We do not support this resolution.
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted on account of the following concerns: • There is no disclosure on the terms of financial assistance to be obtained by the company including interest rate, tenure, quantum of assistance that can be received/outstanding during a year, etc. Therefore, the fairness of the transactions cannot be clearly ascertained.
  • HDFC Mutual FundThe company has not disclosed the granular terms for the financial support that will be obtained between these parties. The company has disclosed neither the nature of the operations of APPL nor their financial profile in the notice to the shareholders. We do not support this resolution.
  • HSBC Mutual FundA vote AGAINST these resolutions is warranted on account of the following concerns: There is no disclosure on the terms of financial assistance to be obtained by the company including interest rate, tenure, quantum of assistance that can be received/outstanding during a year, etc. Therefore, the fairness of the transactions cannot be clearly ascertained.
  • ICICI Prudential Mutual FundDue to lack of disclosure on transaction terms, financial support details and APPL’s operations, the AMC has voted against the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  22 for10 against
• 15 - To consider and, if thought fit, approve the material related party transaction(s) proposed to be entered by Adani Airport Holdings Limited, a wholly owned subsidiary of the Company with Navi Mumbai International Airport Private Limited, a step down subsidiary of the Company during the financial year 2025-26MoreLess

  32 for0 against
• 16 - To consider and, if thought fit, approve the material related party transaction(s) proposed to be entered by Adani Global Pte Limited, a wholly owned step down subsidiary of the Company with Adani Global Resources Pte Limited, a joint venture of the Company during the financial year 2025-26MoreLess

  ›Against Axis Mutual Fund, Franklin Templeton Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund, Quantum Mutual Fund, Sundaram Mutual Fund, Taurus Mutual Fund

  • Axis Mutual Fund, Invesco Mutual Fund, Quantum Mutual Fund, Sundaram Mutual Fund, Taurus Mutual FundAdani Global Pte. Ltd. (AGPL) is a wholly owned step-down subsidiary of AEL, held through Adani Global Ltd., Mauritius. Adani Global Resources Pte. Ltd. (AGRPL) is a joint venture in which AEL effectively owns 50%, with the remaining stake understood to be covered through equity convertible notes issued to promoter entities, implying shared control. AGPL and AGRPL propose related party transactions for services and financial assistance in one or more tranches. We raise concerns over the lack of clarity on whether financial support from AGPL to AGRPL will be in proportion to its shareholding. The company has not disclosed whether the residual shareholders of AGRPL will provide support in line with their stake. Further, the operations and financial profile of AGRPL are undisclosed, making it difficult to assess if the Rs. 15.0 bn limit is appropriate. The company must disclose granular terms and past transactions to enable informed shareholder decision-making. We do not support this resolution.
  • Franklin Templeton Mutual FundA Vote AGAINST this proposal is warranted on account of the following concerns: • The proposals would enable the provision of financial assistance (by the company and its subsidiaries) to group entities that are not wholly owned subsidiaries of the company. This could expose the company and its shareholders to unnecessary financial risk. • The company has not provided necessary information to assess the fairness of the proposed transactions. Given the material conflict of interests, this is viewed as an overriding concern.
  • HDFC Mutual FundThe company has not disclosed the granular terms for the financial support. We do not support this resolution.
  • HSBC Mutual FundA Vote AGAINST these proposals is warranted on account of the following concerns: The proposals would enable the provision of financial assistance (by the company and its subsidiaries) to group entities that are not wholly owned subsidiaries of the company. This could expose the company and its shareholders to unnecessary financial risk. The company has not provided necessary information to assess the fairness of the proposed transactions. Given the material conflict of interests, this is viewed as an overriding concern.
  • ICICI Prudential Mutual FundDue to lack of clarity on funding terms, proportional support by shareholders and AGRPL’s financials, the AMC has voted against the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  22 for10 against
• 17 - To consider and, if thought fit, approve the material related party transaction(s) proposed to be entered by Adani Global Pte Limited, a wholly owned step down subsidiary of the Company with Adani Rail Pte Limited, a related party of the Company, during the financial year 2025-26MoreLess

  ›Against Axis Mutual Fund, Franklin Templeton Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund, Quantum Mutual Fund, Sundaram Mutual Fund, Taurus Mutual Fund

  • Axis Mutual Fund, Invesco Mutual Fund, Quantum Mutual Fund, Sundaram Mutual Fund, Taurus Mutual FundAdani Global Pte. Ltd. (AGPL) is a step-down wholly owned subsidiary of AEL, held through Adani Global Ltd., Mauritius. As per the company’s annual report, Adani Rail Pte. Ltd. (ARPL) is under common control. AGPL and ARPL propose related party transactions for rendering/availing services and providing financial assistance in one or more tranches. Such transactions aggregated Rs. 35.6 bn in H1FY25 and are expected to reach Rs. 40.0 bn in FY26. We raise concern over the lack of rationale for AGPL, a wholly owned subsidiary, extending financial support to ARPL, a promoter entity. The company has not disclosed ARPL’s operations or financial profile, making it difficult to assess whether the Rs. 40.0 bn limit is appropriate. Further, granular terms of the proposed financial support are absent. The company must disclose past transactions between AGPL and ARPL and provide necessary details in the notice. We do not support this resolution.
  • Franklin Templeton Mutual FundA Vote AGAINST this proposal is warranted on account of the following concerns: • The proposals would enable the provision of financial assistance (by the company and its subsidiaries) to group entities that are not wholly owned subsidiaries of the company. This could expose the company and its shareholders to unnecessary financial risk. • The company has not provided necessary information to assess the fairness of the proposed transactions. Given the material conflict of interests, this is viewed as an overriding concern.
  • HDFC Mutual FundThe company has not disclosed the granular terms for the financial support. We do not support this resolution.
  • HSBC Mutual FundA Vote AGAINST these proposals is warranted on account of the following concerns: The proposals would enable the provision of financial assistance (by the company and its subsidiaries) to group entities that are not wholly owned subsidiaries of the company. This could expose the company and its shareholders to unnecessary financial risk. The company has not provided necessary information to assess the fairness of the proposed transactions. Given the material conflict of interests, this is viewed as an overriding concern.
  • ICICI Prudential Mutual FundDue to lack of clarity on ARPL’s financials, rationale for support and absence of granular terms, the AMC has voted against the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  20 for10 against
• 18 - To consider and, if thought fit, approve the material related party transaction(s) proposed to be entered by Adani Mining Pty Limited, a wholly owned step down subsidiary of the Company with Carmichael Rail Network Trust, a joint venutre of the Company, during the financial year 2025-26MoreLess

  ›Against Axis Mutual Fund, Franklin Templeton Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund, Quantum Mutual Fund, Taurus Mutual Fund

  • Axis Mutual Fund, Invesco Mutual Fund, Quantum Mutual Fund, Taurus Mutual FundAdani Mining Pty Ltd. (AMPL) is a step-down wholly owned subsidiary of AEL, held through Adani Global Pte. Ltd. Carmichael Rail Network Trust (CRNT) is under common control, wholly owned by Carmichael Rail Asset Holdings Trust, which is in turn owned by Adani Global Resources Pte. Ltd. (AGRPTE). AMPL and CRNT propose related party transactions for services and financial assistance in one or more tranches. We raise concern over the lack of clarity on CRNT’s ownership and the rationale for seeking financial assistance through a promoter entity. The company has not disclosed CRNT’s operational or financial profile, making it difficult to assess whether the Rs. 70.0 bn limit is appropriate. Further, the granular terms of financial assistance have not been provided. The company must disclose past transactions between AMPL and CRNT and include all relevant details in the shareholder notice. We do not support this resolution.
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted on account of the following concerns: • There is no disclosure on the terms of financial assistance to be obtained by the company including interest rate, tenure, quantum of assistance that can be received/outstanding during a year, etc. Therefore, the fairness of the transactions cannot be clearly ascertained.
  • HDFC Mutual FundThe company has not disclosed the granular terms for the financial support. We do not support this resolution.
  • HSBC Mutual FundA vote AGAINST these resolutions is warranted on account of the following concerns: There is no disclosure on the terms of financial assistance to be obtained by the company including interest rate, tenure, quantum of assistance that can be received/outstanding during a year, etc. Therefore, the fairness of the transactions cannot be clearly ascertained.
  • ICICI Prudential Mutual FundDue to lack of clarity on CRNT’s ownership, financials, rationale for support, and past transaction details, the AMC has voted against the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  19 for9 against
• 19 - To consider and, if thought fit, approve the material related party transaction(s) proposed to be entered by Adani Mining Pty Limited, a wholly owned step down subsidiary of the Company with Carmichael Rail Ops Trust, a related party of the Company, during the financial year 2025-26MoreLess

  ›Against Axis Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund, Quantum Mutual Fund, Sundaram Mutual Fund, Taurus Mutual Fund

  • Axis Mutual Fund, Invesco Mutual Fund, Quantum Mutual Fund, Sundaram Mutual Fund, Taurus Mutual FundAdani Mining Pty Ltd. (AMPL) is a step-down subsidiary of AEL, wholly owned through Adani Global Pte. Ltd., itself a step-down wholly owned subsidiary of AEL. While the shareholding of Carmichael Rail Operations Trust (CROT) is not disclosed, public sources indicate it is controlled by the S.B. Family Trust or the promoters. AMPL and CROT propose to enter into related party transactions for rendering/availing of services. We raise concern over the lack of rationale for AMPL, a step-down wholly owned subsidiary, engaging in transactions with CROT, a promoter-controlled entity. The company has not disclosed the nature of CROT’s operations or its financial profile, making it difficult to assess whether the Rs. 30.0 bn transaction limit is appropriate. The company must disclose past transactions between AMPL and CROT in the shareholder notice and publish FY25 financials on its website. Given the absence of key details, we do not support this resolution.
  • ICICI Prudential Mutual FundDue to lack of clarity on the nature of CROT’s operations, its financial profile and the past transactions between AMPL and CROT, the AMC has voted against the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  25 for7 against
• 20 - To consider and, if thought fit, approve the material related party transaction(s) proposed to be entered by Adani New Industries Limited, a wholly owned subsidiary of the Company with Mundra Solar PV Limited, a step down subsidiary of the Company, during the financial year 2025-26MoreLess

  ›Against Franklin Templeton Mutual Fund, HSBC Mutual Fund

  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted on account of the following concerns: • There is no disclosure on the terms of financial assistance to be obtained by the company including interest rate, tenure, quantum of assistance that can be received/outstanding during a year, etc. Therefore, the fairness of the transactions cannot be clearly ascertained.
  • HSBC Mutual FundA vote AGAINST these resolutions is warranted on account of the following concerns: There is no disclosure on the terms of financial assistance to be obtained by the company including interest rate, tenure, quantum of assistance that can be received/outstanding during a year, etc. Therefore, the fairness of the transactions cannot be clearly ascertained.

  26 for2 against
• 21 - To consider and, if thought fit, approve the material related party transaction(s) proposed to be entered by Adani Road Transport Limited, a wholly owned subsidiary of the Company with ITD Cementation India Limited, a probable related party of the Company, during the financial year 2025-26.MoreLess

  32 for0 against
• 22 - To consider and, if thought fit, approve the material related party transaction(s) proposed to be entered by Bowen Rail Company Pty Limited, a wholly owned step down subsidiary of the Company with Abbot Port Point Holdings Pte Limited, a related party of the Company, during the financial year 2025-26MoreLess

  ›Against Axis Mutual Fund, Franklin Templeton Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund, Quantum Mutual Fund, Sundaram Mutual Fund, Taurus Mutual Fund

  • Axis Mutual Fund, Invesco Mutual Fund, Quantum Mutual Fund, Sundaram Mutual Fund, Taurus Mutual FundBowen Rail Company Pty Ltd. (BRCPL) is a step-down subsidiary of AEL, wholly owned through Bowen Rail Operation Pte. Ltd. (BROPL), which is a wholly owned subsidiary of Adani Global Pte. Ltd., a step-down wholly owned subsidiary of AEL. While APPHPL’s shareholding is not disclosed, public sources indicate it is controlled by the S.B. Family Trust or the promoters. BRCPL and APPHPL propose related party transactions for services and financial assistance in one or more tranches. The company has not disclosed APPHPL’s operational or financial profile, making it difficult to assess whether the Rs. 15.0 bn limit is appropriate. Granular loan terms and past transactions must be disclosed in the notice to enable informed shareholder decision-making. We do not support this resolution.
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted on account of the following concerns: • There is no disclosure on the terms of financial assistance to be obtained by the company including interest rate, tenure, quantum of assistance that can be received/outstanding during a year, etc. Therefore, the fairness of the transactions cannot be clearly ascertained.
  • HDFC Mutual FundThe company has not disclosed the granular terms for the financial support. We do not support this resolution.
  • HSBC Mutual FundA vote AGAINST these resolutions is warranted on account of the following concerns: There is no disclosure on the terms of financial assistance to be obtained by the company including interest rate, tenure, quantum of assistance that can be received/outstanding during a year, etc. Therefore, the fairness of the transactions cannot be clearly ascertained.
  • ICICI Prudential Mutual FundDue to lack of clarity on APPHPL’s operational, its financial profile, granular loan terms and past transaction details, the AMC has voted against the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  22 for10 against
• 23 - To consider and, if thought fit, approve the material related party transaction(s) proposed to be entered by Mumbai International Airport Limited, a step down subsidiary of the Company with Airports Authority Of India, a related party of this subsidiary, during the financial year 2025-26MoreLess

  32 for0 against
• 24 - To consider and, if thought fit, approve the material related party transaction(s) proposed to be entered by Mundra Solar Energy Limited, a step down subsidiary of the Company with Adani Infra (India) Limited, a related party of the Company, during the financial year 2025-26MoreLess

  27 for0 against
• 25 - To consider and, if thought fit, approve the material related party transaction(s) proposed to be entered by Parsa Kente Collieries Limited, a subsidiary of the Company with Rajasthan Rajya Vidyut Utpadan Nigam Limited, a related party of this subsidiary, during the financial year 2025-26MoreLess

  30 for0 against
• 26 - To consider and, if thought fit, approve the material related party transaction(s) proposed to be entered by Queensland RIPA Trust, a wholly owned step down subsidiary of the Company with Abbot Port Point Holdings Pte Limited, a related party of the Company, during the financial year 2025-26MoreLess

  ›Against Axis Mutual Fund, Franklin Templeton Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund, Quantum Mutual Fund, Sundaram Mutual Fund, Taurus Mutual Fund

  • Axis Mutual Fund, Quantum Mutual Fund, Sundaram Mutual Fund, Taurus Mutual FundQueensland RIPA Trust (QRT) is a step-down wholly owned subsidiary of AEL, while Abbot Point Port Holdings Pte. Ltd. (APPHPL) is under common control. Though the company has not disclosed APPHPL’s shareholding, public sources indicate it is controlled by the S.B. Family Trust or the promoters. Following a recent transaction with Adani Ports and Special Economic Zone (APSEZ), APPHPL is now a wholly owned subsidiary of APSEZ. QRT and APPHPL propose related party transactions involving services and financial assistance in one or more tranches. We raise concern that the company has not disclosed the granular terms for the financial support that will be obtained between these parties. The company has disclosed neither the nature of the operations of APPHPL nor their financial profile. We cannot determine whether a limit of Rs. 15.0 bn is appropriate for the size of their operations. The company must also provide clarity regarding the discrepancy in the name of the companies as mentioned in the FY25 financial statements of QRT. The company must disclose the past transactions between these parties in the notice to the shareholders. We do not support this resolution.
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted on account of the following concerns: • There is no disclosure on the terms of financial assistance to be obtained by the company including interest rate, tenure, quantum of assistance that can be received/outstanding during a year, etc. Therefore, the fairness of the transactions cannot be clearly ascertained.
  • HDFC Mutual FundThe company has not disclosed the granular terms for the financial support. We do not support this resolution.
  • HSBC Mutual FundA vote AGAINST these resolutions is warranted on account of the following concerns: There is no disclosure on the terms of financial assistance to be obtained by the company including interest rate, tenure, quantum of assistance that can be received/outstanding during a year, etc. Therefore, the fairness of the transactions cannot be clearly ascertained.
  • ICICI Prudential Mutual FundDue to lack of clarity on APPHPL’s operational, its financial profile, granular terms for financial support and past transaction details, the AMC has voted against the resolution.
  • Invesco Mutual FundQueensland RIPA Trust (QRT) is a step-down wholly owned subsidiary of AEL, while Abbot Point Port Holdings Pte. Ltd. (APPHPL) is under common control. Though the company has not disclosed APPHPL’s shareholding, public sources indicate it is controlled by the S.B. Family Trust or the promoters. Following a recent transaction with Adani Ports and Special Economic Zone (APSEZ), APPHPL is now a wholly owned subsidiary of APSEZ QRT and APPHPL propose related party transactions involving services and financial assistance in one or more tranches. We raise concern that the company has not disclosed the granular terms for the financial support that will be obtained between these parties. The company has disclosed neither the nature of the operations of APPHPL nor their financial profile. We cannot determine whether a limit of Rs. 15.0 bn is appropriate for the size of their operations. The company must also provide clarity regarding the discrepancy in the name of the companies as mentioned in the FY25 financial statements of QRT. The company must disclose the past transactions between these parties in the notice to the shareholders. We do not support this resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  18 for10 against
• 27 - To consider and, if thought fit, approve the material related party transaction(s) proposed to be entered by Queensland RIPA Trust, a wholly owned step down subsidiary of the Company with Carmichael Rail Network Trust, a joint venture of the Company, during the financial year 2025-26MoreLess

  ›Against Axis Mutual Fund, Franklin Templeton Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund, Quantum Mutual Fund, Taurus Mutual Fund

  • Axis Mutual Fund, Invesco Mutual Fund, Quantum Mutual Fund, Taurus Mutual FundQueensland RIPA Trust (QRT) is a step-down subsidiary of the company whereas Carmichael Rail Network Trust (CRNT) is a company under common control with the company. It is wholly owned by Carmichael Rail Asset Holdings Trust (CRAHT), which in turn is wholly owned by Adani Global Resources Pte. Ltd (AGRPTE), which is a 50:50 JV between AEL and the promoters. QRT and CRNT propose to enter into related party transactions for rendering/availing of services and providing financial assistance in one or more tranches. We raise concern that there is no clear rationale for QRT – a step-down wholly owned subsidiary providing financial support to CRNT – a promoter entity. The company has disclosed neither the nature of the operations of CRNT nor its financial profile. We cannot determine whether a limit of Rs. 15.0 bn is appropriate for the size of their operations. The company must disclose the granular terms for the financial support that will be obtained between these parties, so that the shareholders can make an informed decision. The company must disclose the past transactions between these parties in the notice. We do not support this resolution.
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted on account of the following concerns: • There is no disclosure on the terms of financial assistance to be obtained by the company including interest rate, tenure, quantum of assistance that can be received/outstanding during a year, etc. Therefore, the fairness of the transactions cannot be clearly ascertained.
  • HDFC Mutual FundThe company has not disclosed the granular terms for the financial support. We do not support this resolution.
  • HSBC Mutual FundA vote AGAINST these resolutions is warranted on account of the following concerns: There is no disclosure on the terms of financial assistance to be obtained by the company including interest rate, tenure, quantum of assistance that can be received/outstanding during a year, etc. Therefore, the fairness of the transactions cannot be clearly ascertained.
  • ICICI Prudential Mutual FundDue to lack of clarity on CRNT’s operations, financials, rationale for support, and past transaction details, the AMC has voted against the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  19 for9 against
• 28 - To consider and, if thought fit, approve the material related party transaction(s) proposed to be entered by TRV (Kerala) International Airport Limited, a wholly owned step down subsidiary of the Company with ITD Cementation India Limited, a probable related party of the Company, during the financial year 2025-26MoreLess

  32 for0 against
• 29 - To consider and, if thought fit, approve the material related party transaction(s) proposed to be entered by Adani New Industries Limited, a wholly owned subsidiary of the Company with Adani Green Energy Limited, a related party of the Company, during the financial year 2025-26MoreLess

  30 for0 against
• 30 - To consider and, if thought fit, approve the material related party transaction(s) proposed to be entered by Adani New Industries Limited, a wholly owned subsidiary of the Company with Mundra Solar Energy Limited, a step down subsidiary of the Company, during the financial year 2025-26MoreLess

  ›Against Franklin Templeton Mutual Fund, HSBC Mutual Fund

  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted on account of the following concerns: • There is no disclosure on the terms of financial assistance to be obtained by the company including interest rate, tenure, quantum of assistance that can be received/outstanding during a year, etc. Therefore, the fairness of the transactions cannot be clearly ascertained.
  • HSBC Mutual FundA vote AGAINST these resolutions is warranted on account of the following concerns: There is no disclosure on the terms of financial assistance to be obtained by the company including interest rate, tenure, quantum of assistance that can be received/outstanding during a year, etc. Therefore, the fairness of the transactions cannot be clearly ascertained.

  24 for2 against
• 31 - To consider and, if thought fit, to approve raising capital by way of a qualified institutions placement to eligible investors through an issuance of equity shares and/or other eligible securitiesMoreLess

  ›Against Baroda BNP Paribas Mutual Fund

  • Baroda BNP Paribas Mutual FundCompany is yet to make money for investors on its past fund raise and to contemplate a new fund raise so soon thereafter doesn't reflect a respect for equity

  30 for1 against

Each resolution counts the houses whose vote was matched to it; the rest are listed last.

• To approve material related party transaction(s) to be entered into by the Company with Ambuja Cements Limited

  ›Against Bajaj Finserv Mutual Fund, Baroda BNP Paribas Mutual Fund, Groww Mutual Fund, Helios Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Quantum Mutual Fund, Zerodha Mutual Fund

  • Bajaj Finserv Mutual Fund"Company seeks shareholder approval for the sale/transfer of investment is proposed through a scheme of amalgamation between Adani Cementation Limited (ACL) (a wholly owned subsidiary of the Company) and Ambuja, at a valuation determined by an independent value. Ambuja seeks to leverage AEL’s experience to avail efficient procurement of coal and power and AEL may procure Ambuja’s products and services for its construction and other business requirements. Adani Cementation Limited (ACL) is a wholly-owned subsidiary of AEL. As a part of business synergy and with an objective to bring cement businesses under a single group entity, it is proposed to transfer AEL’s 100% stake in ACL (along with a step-down subsidiary Adani Cement Industries Limited) to Ambuja. ACL has access to land and limestone mines, required for manufacturing cement and has operating grinding unit at Dahej, Gujarat. For AEL, the proposed scheme will free up its equity and management bandwidth for deployment in incubating core infrastructure businesses. AEL (as shareholder of ACL) will be allotted 87,00,000 equity shares of Ambuja as per Share Exchange Ratio i.e. 174 Equity Share(s) of Ambuja for every 1 Equity Share of ACL. While the valuations are fair the proposed limit is significantly higher than the previous year transaction values between the Company and Ambuja. Hence, the concern is being raised against on account of no specific explanation having been provided on the significant increase in the limit sought"
  • Baroda BNP Paribas Mutual FundThis is a coal sourcing agreement for Ambuja from AEL but details are too sketchy to give carte blanche approval. need more details. Would require company to retake approval post the formula for such sourcing
  • Groww Mutual Fund, Helios Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Zerodha Mutual FundCompliant with Law. No major governance concerns are identified with regard to stake divestment related RPT. Governance concern: With regard to other RPTs, no specific explanation on why there is significant shift between what is proposed RPT limit and the values of previous year related RPTs.
  • Kotak Mahindra Mutual FundThe company is seeking approval for an related party transactions with Ambuja Cements of Rs. 2,600 crore for FY25. The proposed limit is significantly higher than the previous year transaction values between the Company and Ambuja. Since no specific explanation has been provided by the company on the significant increase in the limit, voting against the resolution.
  • Quantum Mutual FundThe company has proposed an amalgamation of Adani Cementation Limited (Wholly Owned Subsidiary) and Ambuja Cements Ltd. The share exchange ratio for the transaction as arrived by independent valuers stands at 174 equity shares of Ambuja Cements Ltd to be paid for 1 equity share of Adani Cementation. We are of the view that the value ascribed to the amalgamation appears to be high when compared to the peers. Therefore, we do not favour the resolution.

  23 for9 against
• To approve material modification in related party transaction(s) to be entered into by the Company with Adani Power Limited

  31 for0 against
• To approve material modification in related party transaction(s) to be entered into by the Company with Mahan Energen Limited

  ›Against DSP Mutual Fund, HDFC Mutual Fund, Mirae Asset Mutual Fund, Navi Mutual Fund, Quantum Mutual Fund

  • DSP Mutual FundIn the FY24 AGM, the company sought approval for related party transactions with MEL, including the purchase and sale of power and services, and sale of investments. The company seeks approval to increase the limit of transactions to Rs. 50.2 bn. The company purchases and sells coal to thermal power entities of Adani Group for its consumption requirements at rates matching with market-linked coal price indices. We understand these transactions are a part of the company’s business and are at arm’s length. The company also seeks shareholder approval to divest its stake in Stratatech Mineral Resources Private Limited (wholly-owned subsidiary) to MEL at a fair value. Post this transfer, SMRPL will be merged with MEL, as per a scheme of arrangement. AEL (as shareholder of SMRPL) will be allotted 1,841 redeemable preference shares of Rs. 10 each, for every two equity shares of face value of Rs. 10 each fully paid-up. The company has not disclosed the basis for the valuation. We believe the company should disclose these details so as to enable the shareholders to make an informed decision. In the absence of clarity, we do not support this transaction. While we expect that some transactions in the nature of purchase or sale of power/coal are operational– the approval sought is enabling and does not specify the nature of sales/purchases or services rendered/availed. Further, we note that MEL ceased to be a wholly owned subsidiary of the company in July 2024 post investment of Reliance Industries Limited in the captive unit of MEL. The company must provide details of APL’s current shareholding in MEL.
  • HDFC Mutual FundLack of clarity on the basis of valuation. In the absence of clarity, we do not support this transaction
  • Mirae Asset Mutual FundNeed more clarity on the transaction for approval
  • Navi Mutual FundIn the FY24 AGM, the company sought approval for related party transactions with MEL, including the purchase and sale of power and services, and sale of investments. The company seeks approval to increase the limit of transactions to Rs. 50.2 bn. The company purchases and sells coal to thermal power entities of Adani Group for its consumption requirements at rates matching with market-linked coal price indices. We understand these transactions are a part of the company’s business and are at arm’s length. While the resolution includes the sale of investments as a part of the proposed transactions, the company has confirmed that it is seeking increase in the approved limit only on account of increase in the volume of business between AEL and MEL due to a projected growth on account of higher sales volumes, higher power sale tariffs, greater coal purchase requirements, etc. in coal and power trading transactions. The increased limits will not be utilized for any sale of investments. Therefore, we support the resolution.
  • Quantum Mutual FundThe company has proposed an amalgamation between Stratatech Mineral Resources Private Limited (Wholly Owned Subsidiary) and Mahan Energen Limited (Entity with significant KMP influence). The share exchange ratio for the transaction arrived by independent valuers stands at Adani Enterprises (as shareholder of Stratatech) to be allotted 1,841 Redeemable Preference Shares of Mahan Energy. However, the company has not disclosed the Valuation Report for the transaction. Therefore, we do not favour the transaction.

  25 for5 against
• To approve material modification in related party transaction(s) to be entered into by the Company with Mundra Solar Energy Limited

  ›Against Axis Mutual Fund, Bajaj Finserv Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund, Navi Mutual Fund, Quantum Mutual Fund, SBI Mutual Fund, Sundaram Mutual Fund

  • Axis Mutual Fund, Bank of India Mutual Fund, Navi Mutual Fund, SBI Mutual FundMSEL is a stepdown 74% subsidiary of AEL: balance 26% equity is held by a subsidiary of Adani Green Energy Limited (entity under common control). MSEL is part of the Adani Solar ecosystem: Adani Solar operates through two entities namely, Mundra Solar PV Limited (MSPVL) and Mundra Solar Energy Limited (MSEL) for vertical integration through manufacturing of solar PV cells and modules. The transactions approved in FY24 AGM are in the nature of purchase / sale of goods / services, investments and providing financial assistance to MSEL. The company is seeking approval to obtain financial assistance from MSEL and for an increase in the limit of related party transactions with MSPVL to Rs. 53.0 bn from Rs. 48.0 bn for FY25. It is unclear whether the financial support to MSEL will be to the extent of AEL’s shareholding: in the last two financial years, financial support has been extended only by AEL. In the FY24 AGM, the company had sought shareholder approval for its wholly owned subsidiary, Mundra Solar Technology Limited (MSTL), obtaining financial support from MSEL. We raise concerns over this circular flow of funds.The company must disclose the value of past transactions with the related party in the shareholder notice. We also note that there is an inconsistency in the type/value of past transactions in MSEL’s financials versus the RPTs disclosed by AEL in the annual report. The company must provide a reason for this discrepancy. We do not support these transactions.
  • Bajaj Finserv Mutual Fund"Mundra Solar Energy Limited (MSEL) is a step-down subsidiary of the Company and Adani solar ecosystem operates through Mundra Solar PV Limited (MSPVL) and Mundra Solar Energy Limited (MSEL). During FY24 AGM approvals were granted for transactions involving sales, purchase, services rendered, services availed, and financial assistance to MSEL in one or more tranches. For FY25, the company is seeking approval to obtain financial assistance from MSEL to increase RTP limit with MSPVL from ₹ 4,800 crores to ₹ 5,300 crores. However, it remains unclear whether the financial assistance sought will be proportionate to AEL's shareholding. Notably in last two financial years, AEL has been the sole entity extending financial support. In FY24 AGM, shareholder approval was also sought for Mundra Solar Technology LImited (MSTL), a wholly owned subsidiary to obtain financial support from MSEL. This raises concerns about the potential circular flow of fund within the ecosystem."
  • DSP Mutual Fund, Invesco Mutual FundMSEL is a stepdown 74% subsidiary of AEL: balance 26% equity is held by a subsidiary of Adani Green Energy Limited (entity under common control). MSEL is part of the Adani Solar ecosystem: Adani Solar operates through two entities namely, Mundra Solar PV Limited (MSPVL) and Mundra Solar Energy Limited (MSEL) for vertical integration through manufacturing of solar PV cells and modules. The transactions approved in FY24 AGM are in the nature of purchase / sale of goods / services, investments and providing financial assistance to MSEL. The company is seeking approval to obtain financial assistance from MSEL and for an increase in the limit of related party transactions with MSPVL to Rs. 53.0 bn from Rs. 48.0 bn for FY25. It is unclear whether the financial support to MSEL will be to the extent of AEL’s shareholding: in the last two financial years, financial support has been extended only by AEL. In the FY24 AGM, the company had sought shareholder approval for its wholly owned subsidiary, Mundra Solar Technology Limited (MSTL), obtaining financial support from MSEL. We raise concerns over this circular flow of funds. The company must disclose the value of past transactions with the related party in the shareholder notice. We also note that there is an inconsistency in the type/value of past transactions in MSEL’s financials versus the RPTs disclosed by AEL in the annual report. The company must provide a reason for this discrepancy. We do not support these transactions.
  • HDFC Mutual FundIt is unclear whether the financial support to MSEL will be to the extent of AEL’s shareholding: in the last two financial years, financial support has been extended only by AEL. The company must disclose the value of past transactions with the related party in the shareholder notice.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Quantum Mutual FundMundra Solar Enterprises (MSEL) is a stepdown 74% subsidiary of Adani Enterprises Ltd (AEL) AEL: balance 26% equity is held by a subsidiary of Adani Green Energy Limited (entity under common control). The company is seeking approval to obtain financial assistance from MSEL and for an increase in the limit of related party transactions with MSPVL to Rs. 53.0 bn from Rs. 48.0 bn for FY25. It is unclear whether the financial support to MSEL will be to the extent of AEL’s shareholding: in the last two financial years, financial support has been extended only by AEL. In the FY24 AGM, the company had sought shareholder approval for its wholly owned subsidiary, Mundra Solar Technology Limited (MSTL), obtaining financial support from MSEL. We raise concerns over these transactions on limited disclosures.
  • Sundaram Mutual Fund"MSEL is a stepdown 74% subsidiary of AEL: balance 26% equity is held by a subsidiary of Adani Green Energy Limited (entity under common control). MSEL is part of the Adani Solar ecosystem: Adani Solar operates through two entities namely, Mundra Solar PV Limited (MSPVL) and Mundra Solar Energy Limited (MSEL) for vertical integration through manufacturing of solar PV cells and modules. The transactions approved in FY24 AGM are in the nature of purchase / sale of goods / services, investments and providing financial assistance to MSEL. The company is seeking approval to obtain financial assistance from MSEL and for an increase in the limit of related party transactions with MSPVL to Rs. 53.0 bn from Rs. 48.0 bn for FY25. It is unclear whether the financial support to MSEL will be to the extent of AEL’s shareholding: in the last two financial years, financial support has been extended only by AEL. In the FY24 AGM, the company had sought shareholder approval for its wholly owned subsidiary, Mundra Solar Technology Limited (MSTL), obtaining financial support from MSEL. We raise concerns over this circular flow of funds. The company must disclose the value of past transactions with the related party in the shareholder notice. We also note that there is an inconsistency in the type/value of past transactions in MSEL’s financials versus the RPTs disclosed by AEL in the annual report. The company must provide a reason for this discrepancy. We do not support these transactions."

  19 for11 against
• To approve material modification in related party transaction(s) to be entered into by the Company with Mundra Solar PV Limited

  ›Against Axis Mutual Fund, Bajaj Finserv Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund, Navi Mutual Fund, Quantum Mutual Fund, SBI Mutual Fund, Sundaram Mutual Fund

  • Axis Mutual Fund, Bank of India Mutual Fund, Navi Mutual Fund, SBI Mutual FundMSPVL is a stepdown subsidiary of AEL. Adani Green Technology Ltd (AGTL) owns 51% equity in MSPVL with the balance being held by Adani Emerging Business Private Limited (AEBPL). The effective shareholding of AEL in MSPVL is 51%. MSPVL has a 1.5 GW solar module manufacturing capacity at Mundra in Gujarat which was upgraded to 2GW in FY23. The transactions approved in FY24 AGM are in the nature of purchase / sale of goods / services, investments and providing financial assistance to MSPVL. The company is seeking approval to obtain financial assistance from MSPVL and for an increase in the limit of related party transactions with MSPVL to Rs. 60.0 bn from Rs. 55.0 bn for FY25.Given that the promoter-controlled entity Adani Trading Services LLP has 49% equity in Adani Green Technology Ltd, the holding company of MSPVL, the company must clarify whether the financial support to MSPVL will be extended to the extent of AEL’s beneficial shareholding. The proposed value of transactions is high (MSPVL’s networth stood at Rs. 11.4 bn on 31 March 2024). Further, in FY24 AGM, the company had sought shareholder approval for its wholly owned subsidiary, Mundra Solar Technology Limited (MSTL), obtaining financial support from MSPVL. We raise concerns over this circular flow of funds. The company must clarify the need for such a structure. The company must disclose the value of past transactions with the related party in the shareholder notice. Further, the company must explain the inconsistency in the type/ value of past transactions in the financials of MSPVL versus the RPT disclosures by AEL in the annual report. We do not support these transactions.
  • Bajaj Finserv Mutual Fund"Mundra Solar PV Limited (MSPVL) is a step-down subsidiary of the Company. Adani Green Energy holding a 51% stake in MSPVL, resulting in effective holding of 51% by AEL. During FY24 AGM, approvals were granted for transactions involving sales, purchase, services rendered, services availed and provision of financial assistance in one or more tranches to MSPVL. For FY25, the company is seeking approval to obtain financial assistance from MSPVL and to increase RTP limit with MSPVL from ₹ 5,500 to ₹ 6,000 crores. However, it is unclear whether the financial assistance to MSPVL will be limited to AEL's effective shareholding. The proposed transaciton value appears significant, given MSPVL's net worth of 1,136.4 crores as of March 31, 2024. Additionally, in FY24 AGM, the company had sought approval for MSTL to obtain financial support from MSPVL. THis raises concerns about the potential circular flow of funds within the group. The company should provide clarity regarding necessity and rationale for such transaction structure"
  • DSP Mutual FundMSPVL is a stepdown subsidiary of AEL. Adani Green Technology Ltd (AGTL) owns 51% equity in MSPVL with the balance being held by Adani Emerging Business Private Limited (AEBPL). The effective shareholding of AEL in MSPVL is 51%. MSPVL has a 1.5 GW solar module manufacturing capacity at Mundra in Gujarat which was upgraded to 2GW in FY23. The transactions approved in FY24 AGM are in the nature of purchase / sale of goods / services, investments and providing financial assistance to MSPVL. The company is seeking approval to obtain financial assistance from MSPVL and for an increase in the limit of related party transactions with MSPVL to Rs. 60.0 bn from Rs. 55.0 bn for FY25. Given that the promoter-controlled entity Adani Trading Services LLP has 49% equity in Adani Green Technology Ltd, the holding company of MSPVL, the company must clarify whether the financial support to MSPVL will be extended to the extent of AEL’s beneficial shareholding. The proposed value of transactions is high (MSPVL’s networth stood at Rs. 11.4 bn on 31 March 2024). Further, in FY24 AGM, the company had sought shareholder approval for its wholly owned subsidiary, Mundra Solar Technology Limited (MSTL), obtaining financial support from MSPVL. We raise concerns over this circular flow of funds. The company must clarify the need for such a structure. The company must disclose the value of past transactions with the related party in the shareholder notice. Further, the company must explain the inconsistency in the type/ value of past transactions in the financials of MSPVL versus the RPT disclosures by AEL in the annual report. We do not support these transactions.
  • HDFC Mutual FundThe company must clarify whether the financial support to MSPVL will be extended to the extent of AEL’s beneficial shareholding. The company must disclose the value of past transactions with the related party in the shareholder notice.
  • Invesco Mutual FundMSPVL is a stepdown subsidiary of AEL. Adani Green Technology Ltd (AGTL) owns 51% equity in MSPVL with the balance being held by Adani Emerging Business Private Limited (AEBPL). The effective shareholding of AEL in MSPVL is 51%. MSPVL has a 1.5 GW solar module manufacturing capacity at Mundra in Gujarat which was upgraded to 2GW in FY23. The transactions approved in FY24 AGM are in the nature of purchase / sale of goods / services, investments and providing financial assistance to MSPVL. The company is seeking approval to obtain financial assistance from MSPVL and for an increase in the limit of related party transactions with MSPVL to Rs. 60.0 bn from Rs. 55.0 bn for FY25. Given that the promoter-controlled entity Adani Trading Services LLP has 49% equity in Adani Green Technology Ltd, the holding company of MSPVL, the company must clarify whether the financial support to MSPVL will be extended to the extent of AEL’s beneficial shareholding. The proposed value of transactions is high (MSPVL’s networth stood at Rs. 11.4 bn on 31 March 2024). Further, in FY24 AGM, the company had sought shareholder approval for its wholly owned subsidiary, Mundra Solar Technology Limited (MSTL), obtaining financial support from MSPVL. We raise concerns over this circular flow of funds. The company must clarify the need for such a structure. The company must disclose the value of past transactions with the related party in the shareholder notice. Further, the company must explain the inconsistency in the type/ value of past transactions in the financials of MSPVL versus the RPT disclosures by AEL in the annual report. We do not support these transactions
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Quantum Mutual FundMundra Solar PV Limited (MSPVL) is a stepdown subsidiary of the Adani Enterprises Ltd (AEL). Adani Green Technology Ltd (AGTL) owns 51% equity in MSPVL with the balance being held by Adani Emerging Business Private Limited (AEBPL). The effective shareholding of AEL in MSPVL is 51% Given that the promoter-controlled entity Adani Trading Services LLP has 49% equity in Adani Green Technology Ltd, the holding company of MSPVL, the company must clarify whether the financial support to MSPVL will be extended to the extent of AEL’s beneficial shareholding. The proposed value of transactions is high (MSPVL’s networth stood at Rs. 11.4 bn on 31 March 2024). Further, in FY24 AGM, the company had sought shareholder approval for its wholly owned subsidiary, Mundra Solar Technology Limited (MSTL), obtaining financial support from MSPVL. We raise concerns over these transactions on limited disclosures.
  • Sundaram Mutual Fund"MSPVL is a stepdown subsidiary of AEL. Adani Green Technology Ltd (AGTL) owns 51% equity in MSPVL with the balance being held by Adani Emerging Business Private Limited (AEBPL). The effective shareholding of AEL in MSPVL is 51%. MSPVL has a 1.5 GW solar module manufacturing capacity at Mundra in Gujarat which was upgraded to 2GW in FY23. The transactions approved in FY24 AGM are in the nature of purchase / sale of goods / services, investments and providing financial assistance to MSPVL. The company is seeking approval to obtain financial assistance from MSPVL and for an increase in the limit of related party transactions with MSPVL to Rs. 60.0 bn from Rs. 55.0 bn for FY25. Given that the promoter-controlled entity Adani Trading Services LLP has 49% equity in Adani Green Technology Ltd, the holding company of MSPVL, the company must clarify whether the financial support to MSPVL will be extended to the extent of AEL’s beneficial shareholding. The proposed value of transactions is high (MSPVL’s networth stood at Rs. 11.4 bn on 31 March 2024). Further, in FY24 AGM, the company had sought shareholder approval for its wholly owned subsidiary, Mundra Solar Technology Limited (MSTL), obtaining financial support from MSPVL. We raise concerns over this circular flow of funds. The company must clarify the need for such a structure. The company must disclose the value of past transactions with the related party in the shareholder notice. Further, the company must explain the inconsistency in the type/ value of past transactions in the financials of MSPVL versus the RPT disclosures by AEL in the annual report. We do not support these transactions."

  19 for11 against
• To approve alteration in main object clause of Memorandum of Association of the Company

  32 for0 against

Each resolution counts the houses whose vote was matched to it; the rest are listed last.

• Adoption of Audited Financial Statements (including consolidated financial statements) for the financial year ended 31st March, 2024.

  ›Against 360 One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, DSP Mutual Fund, Groww Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, NJ Mutual Fund, Quantum Mutual Fund, Sundaram Mutual Fund, Taurus Mutual Fund, Zerodha Mutual Fund

  • 360 One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, DSP Mutual Fund, Sundaram Mutual Fund, Taurus Mutual FundWe have relied upon the auditors’ report, which has issued a qualified opinion on standalone and consolidated financial statements. The audit opinion on standalone financial statements has been qualified pending completion of ongoing investigation by SEBI and proceedings before the Supreme Court with respect to allegations in a short seller report involving Adani group companies, including Adani Enterprises Limited (AEL) and its subsidiaries. The audit opinion on consolidated financial statements has been qualified on account of (i) pending investigation/ proceeding with respect to the allegations in the short seller report and (ii) legal proceedings, investigations by various authorities including MCA and CBI against step-down subsidiary Mumbai International Airport Limited (MIAL). Further, we raise concerns over the quality of the audit conducted since the signing partner of the auditor Shah Dhandharia & Co LLP: Shubham Rohatgi became an associate member of ICAI in 2018. We believe he does not have the requisite experience to audit a BSE 100 company. Public sources suggest that prior to joining Shah Dhandharia & Co LLP in 2018, Shubham Rohatgi was associated with Dharmesh Parikh & Co LLP, who have been associated as auditors of various Adani group companies for ~29 years.
  • Groww Mutual FundThe auditor has expressed qualified opinion on the Financial Statements. In the absence of adequate information on record, we are not able to ascertain the impact of the opinion on the financial statements. Hence, we are voting against the resolution.
  • ICICI Prudential Mutual FundThe AMC have relied upon the auditors’ report, which has issued a qualified opinion on standalone and consolidated financial statements. The audit opinion on standalone financial statements has been qualified pending completion of ongoing investigation by SEBI and proceedings before the Supreme Court with respect to allegations in a short seller report involving Adani group companies, including Adani Enterprises Limited (AEL) and its subsidiaries. The audit opinion on consolidated financial statements has been qualified on account of (i) pending investigation/ proceeding with respect to the allegations in the short seller report and (ii) legal proceedings, investigations by various authorities including MCA and CBI against step-down subsidiary Mumbai International Airport Limited (MIAL). Further, since the signing partner of the auditor Shah Dhandharia & Co LLP: Shubham Rohatgi became an associate member of ICAI in 2018, we believe that he does not have the requisite experience to audit a BSE 100 company. Public sources suggest that prior to joining Shah Dhandharia & Co LLP in 2018, Shubham Rohatgi was associated with Dharmesh Parikh & Co LLP, who have been associated as auditors of various Adani group companies for ~29 years. Hence the AMC have voted against this resolution.
  • Invesco Mutual FundWe have relied upon the auditors’ report, which has issued a qualified opinion on standalone and consolidated financial statements. The audit opinion on standalone financial statements has been qualified pending completion of ongoing investigation by SEBI and proceedings before the Supreme Court with respect to allegations in a short seller report involving Adani group companies, including Adani Enterprises Limited (AEL) and its subsidiaries. The audit opinion on consolidated financial statements has been qualified on account of (i) pending investigation/ proceeding with respect to the allegations in the short seller report and (ii) legal proceedings, investigations by various authorities including MCA and CBI against step-down subsidiary Mumbai International Airport Limited (MIAL). Further, we raise concerns over the quality of the audit conducted since the signing partner of the auditor Shah Dhandharia & Co LLP: Shubham Rohatgi became an associate member of ICAI in 2018. We believe he does not have the requisite experience to audit a BSE 100 company. Public sources suggest that prior to joining Shah Dhandharia & Co LLP in 2018, Shubham Rohatgi was associated with Dharmesh Parikh & Co LLP, who have been associated as auditors of various Adani group companies for ~29 years
  • Motilal Oswal Mutual FundCompliant with Indian Accounting Standards. Governance Concern: Auditors have made qualifications on Standalone and Consolidated Financial Statements.
  • Nippon India Mutual FundInadequate experience to Audit
  • NJ Mutual FundWe have relied upon the auditors’ report, which has issued a qualified opinion on standalone and consolidated financial statements. The audit opinion on standalone financial statements has been qualified pending completion of ongoing investigation by SEBI and proceedings before the Supreme Court with respect to allegations in a short seller report involving Adani group companies, including Adani Enterprises Limited (AEL) and its subsidiaries. The audit opinion on consolidated financial statements has been qualified on account of (i) pending investigation/ proceeding with respect to the allegations in the short seller report and (ii) legal proceedings, investigations by various authorities including MCA and CBI against step-down subsidiary Mumbai International Airport Limited (MIAL). Further, our proxy advisor has raised concerns over the quality of the audit conducted since the signing partner of the auditor Shah Dhandharia & Co LLP: Shubham Rohatgi became an associate member of ICAI in 2018. We believe he does not have the requisite experience to audit a BSE 100 company. Public sources suggest that prior to joining Shah Dhandharia & Co LLP in 2018, Shubham Rohatgi was associated with Dharmesh Parikh & Co LLP, who have been associated as auditors of various Adani group companies for ~29 years.
  • Quantum Mutual FundThe statutory auditors have qualified the standalone and consolidated financial statements of the company due to pending completion of ongoing investigation by SEBI with respect to related party transactions and allegations in a short seller report involving Adani group companies, including Adani Enterprises Limited (AEL) and its subsidiaries. We do not favour the resolution.
  • Zerodha Mutual FundQualified financial statements raises governance concerns.

  11 for14 against
• To declare dividend on equity shares for the financial year 2023-24.

  ›Against Groww Mutual Fund, Motilal Oswal Mutual Fund, Zerodha Mutual Fund

  • Groww Mutual FundThe auditor has expressed qualified opinion on the Financial Statements. In the absence of adequate information on record, we are not able to ascertain the impact of the opinion on the financial statements. Hence, we are voting against the resolution.
  • Motilal Oswal Mutual FundQualified Standalone Financial Statements.
  • Zerodha Mutual FundQualified financial statements raises governance concerns.

  22 for3 against
• To appoint a Director in place of Mr. Pranav V. Adani (DIN: 00008457), who retires by rotation and being eligible, offers himself for re-appointment.

  23 for0 against
• To approve re-appointment of Mr. Rajesh S. Adani (DIN: 00006322) as a Managing Director of the Company for a term of five years w.e.f. 10th June, 2025

  ›Against 360 One Mutual Fund, Axis Mutual Fund, Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, Groww Mutual Fund, HSBC Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, NJ Mutual Fund, Sundaram Mutual Fund, Zerodha Mutual Fund

  • 360 One Mutual Fund, Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundNo issue on merit of appointee. Non-Compliant with Companies Act, 2013: More than 1 full time Directorship. Governance Concern: No absolute cap on variable pay.
  • Axis Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, NJ Mutual Fund, Sundaram Mutual FundRajesh Adani, 59, is part of the promoter family and the Managing Director of the company. He has served on the board of the company since 2 March 1993. He has attended all six board meetings in FY24 (100%). He received a remuneration of Rs. 83.7 mn in FY24. As per his terms of reappointment, we estimate his annual remuneration to be Rs. 97.0 mn. We believe his remuneration is in line with peers and commensurate with the size and complexity of the company’s operations (His estimated annual remuneration is ~0.2% of AEL’s FY25E PBT). While we support his reappointment as Managing Director, we do not support his remuneration structure as it contains reimbursement of expenses for self and family as well as leave travel concession for self and family once per year. We believe these expenses are personal in nature and should be borne by the directors themselves. We also expect the company to remain judicious with their commission payouts to Rajesh Adani and cap his commission component in absolute amounts. They must also disclose whether his remuneration structure carries malus and claw-back clauses. The company must also consider disclosing the performance metrics that will be used to determine his commission payout. We do not support this resolution.
  • Edelweiss Mutual FundLooking for candidate from different filed of experience
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted in view of the following concerns: • Rajesh S. Adani currently serves as executive director of two public listed companies. This may impair his ability to devote adequate time to the affairs of each company. • His remuneration structure is open-ended with no absolute cap on commission or his overall pay. • There is no information on the metrics and the performance targets that will be used to evaluate the commission element. • The upper end of his estimated remuneration is competitively positioned relative to companies operating in similar line of business and of commensurate scale and operations.
  • HSBC Mutual FundRemuneration structure is open-ended with no absolute cap on commission or his overall pay.There is no information on the metrics and the performance targets that will be used to evaluate the commission element.The upper end of his estimated remuneration is competitively positioned relative to companies operating in similar line of business and of commensurate scale and operations.
  • ICICI Prudential Mutual FundMr. Rajesh Adani, 59, is part of the promoter family and the Managing Director of the company. He has served on the board of the company since March 2, 1993. He has attended all six board meetings in FY2024 (100%). He received a remuneration of Rs. 83.7 million in FY2024. The AMC believe his remuneration is in line with peers and commensurate with the size and complexity of the company’s operations. While the AMC support his reappointment as Managing Director, it do not support his remuneration structure as it contains reimbursement of expenses for self and family as well as leave travel concession for self and family once per year. The AMC believe these expenses are personal in nature and should be borne by the directors themselves. The AMC also expect the company to remain judicious with their commission payouts to Mr. Rajesh Adani and cap his commission component in absolute amounts. They must also disclose whether his remuneration structure carries malus and claw-back clauses. The company must also consider disclosing the performance metrics that will be used to determine his commission payout. Considering the aforesaid rationale, the AMC have voted against this resolution.
  • Invesco Mutual FundRajesh Adani, 59, is part of the promoter family and the Managing Director of the company. He has served on the board of the company since 2 March 1993. He has attended all six board meetings in FY24 (100%). He received a remuneration of Rs. 83.7 mn in FY24. As per his terms of reappointment, we estimate his annual remuneration to be Rs. 97.0 mn. We believe his remuneration is in line with peers and commensurate with the size and complexity of the company’s operations (His estimated annual remuneration is ~0.2% of AEL’s FY25E PBT). While we support his reappointment as Managing Director, we do not support his remuneration structure as it contains reimbursement of expenses for self and family as well as leave travel concession for self and family once per year. We believe these expenses are personal in nature and should be borne by the directors themselves. We also expect the company to remain judicious with their commission payouts to Rajesh Adani and cap his commission component in absolute amounts. They must also disclose whether his remuneration structure carries malus and claw-back clauses. The company must also consider disclosing the performance metrics that will be used to determine his commission payout. We do not support this resolution
  • Kotak Mahindra Mutual FundNo concern has been identified with regard to profile and attendance of Mr. Rajesh Adani. However, the company has not placed any absolute cap on variable pay. The remuneration for executive directors of the Company should comprise of fixed and variable performance-based pay, with greater percentage allocated to performance-based pay, such that every component of the remuneration package must be adequately capped.
  • Nippon India Mutual FundNo absolute cap on variable pay
  • Zerodha Mutual FundMore than 1 full-time positions; No absolute cap on variable pay.

  9 for18 against
• To approve re-appointment of Mr. Pranav V. Adani (DIN: 00008457) as an Executive Director of the Company for a term of five years w.e.f. 1st April, 2025

  ›Against Bajaj Finserv Mutual Fund, Franklin Templeton Mutual Fund, Groww Mutual Fund, HSBC Mutual Fund, Kotak Mahindra Mutual Fund, Motilal Oswal Mutual Fund, Zerodha Mutual Fund

  • Bajaj Finserv Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance Concern: No absolute cap on variable pay.
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted in view of the following concerns: • There is no information on the metrics and the performance targets that will be used to evaluate the commission element. • His remuneration structure is open-ended with no absolute cap on commission or his overall pay. • The upper end of his estimated remuneration is competitively positioned relative to companies operating in similar line of business and of commensurate scale and operations.
  • HSBC Mutual FundThere is no information on the metrics and the performance targets that will be used to evaluate the commission element.Remuneration structure is open-ended with no absolute cap on commission or his overall pay.The upper end of his estimated remuneration is competitively positioned relative to companies operating in similar line of business and of commensurate scale and operations.
  • Kotak Mahindra Mutual FundNo concern has been identified with regard to profile and attendance of the Director. However, the company has not placed any absolute cap on the commission payable to him. Furthermore, it has not been linked with his individual performance as an Executive Director. The remuneration for executive directors of the Company should comprise of fixed and variable performance-based pay, with greater percentage allocated to performance-based pay, such that every component of the remuneration package must be adequately capped.
  • Zerodha Mutual FundNo absolute cap variable on pay.

  20 for7 against
• To approve the remuneration payable to M/s. K V M & Co., Cost Accountants, Cost Auditors of the Company, for the financial year ending 31st March, 2025.

  25 for0 against
• To approve the material related party transaction(s) proposed to be entered into by the Company with AdaniConnex Private Limited, joint venture of the Company, during the financial year 2024-25

  ›Against Franklin Templeton Mutual Fund, HSBC Mutual Fund

  • Franklin Templeton Mutual FundA vote AGAINST this proposal is warranted on account of the following concerns: • The proposals would enable the provision of financial assistance (by the company and its subsidiaries) to group entities that are not wholly owned subsidiaries of the company. This could expose the company and its shareholders to unnecessary financial risk. • The company has not provided necessary information to assess the fairness of the proposed transactions. Given the material conflict of interests, this is viewed as an overriding concern.
  • HSBC Mutual FundA Vote AGAINST these proposals is warranted on account of the following concerns: The proposals would enable the provision of financial assistance (by the company and its subsidiaries) to group entities that are not wholly owned subsidiaries of the company. This could expose the company and its shareholders to unnecessary financial risk. The company has not provided necessary information to assess the fairness of the proposed transactions. Given the material conflict of interests, this is viewed as an overriding concern

  23 for2 against
• To approve the material related party transaction(s) proposed to be entered into by the Company with Adani Electricity Mumbai Limited, a related party of the Company, during the financial year 2024-25

  26 for0 against
• To approve the material related party transaction(s) proposed to be entered into by the Company with Adani Infra (India) Limited, a related party of the Company, during the financial year 2024-25

  ›Against Axis Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, Nippon India Mutual Fund, Quantum Mutual Fund, SBI Mutual Fund, Sundaram Mutual Fund, Taurus Mutual Fund

  • Axis Mutual Fund, DSP Mutual Fund, Quantum Mutual Fund, SBI Mutual Fund, Sundaram Mutual Fund, Taurus Mutual FundAdani Infra (India) Ltd. (AIIL) provides maintenance and EPC services for power, transmission, renewables, roads and water projects. It is a wholly owned subsidiary of Adani Properties Pvt. Ltd. (APPL) which is held by S.B. Adani family trust and other group companies. APPL is an investment holding company of the Adani group. The proposed transactions are in the nature of purchase and sale, rendering of services and providing/ obtaining financial assistance. We do not support these transactions as there is no clear rationale for AEL and its subsidiaries providing financial support to AIIL– a promoter entity. The company has neither disclosed the nature of the operations of AIIL nor their financial profile in the notice. We cannot determine whether a limit of Rs. 72.0 bn is appropriate for the size of their operations. Further, in case of financial assistance, the company has not disclosed the granular terms for the financial support that will be obtained or rendered between these parties, so that the shareholders can make an informed decision. The company must disclose the past transactions between AEL/its subsidiaries and AIIL in the notice to the shareholders. We are unable to support the resolution.
  • Edelweiss Mutual FundNot in shareholders interest
  • Franklin Templeton Mutual FundA vote AGAINST this proposal is warranted on account of the following concerns: • The proposals would enable the provision of financial assistance (by the company and its subsidiaries) to group entities that are not wholly owned subsidiaries of the company. This could expose the company and its shareholders to unnecessary financial risk. • The company has not provided necessary information to assess the fairness of the proposed transactions. Given the material conflict of interests, this is viewed as an overriding concern.
  • HDFC Mutual FundLack of clarity with regard to rationale of providing of financial assistance to a promoter controlled entity
  • HSBC Mutual FundA Vote AGAINST these proposals is warranted on account of the following concerns: The proposals would enable the provision of financial assistance (by the company and its subsidiaries) to group entities that are not wholly owned subsidiaries of the company. This could expose the company and its shareholders to unnecessary financial risk. The company has not provided necessary information to assess the fairness of the proposed transactions. Given the material conflict of interests, this is viewed as an overriding concern
  • ICICI Prudential Mutual FundAdani Infra (India) Ltd. (AIIL) provides maintenance and EPC services for power, transmission, renewables, roads and water projects. It is a wholly owned subsidiary of Adani Properties Pvt. Ltd. (APPL) which is held by S.B. Adani family trust and other group companies. APPL is an investment holding company of the Adani group. The proposed transactions are in the nature of purchase and sale, rendering of services and providing/ obtaining financial assistance. The AMC do not support these transactions as there is no clear rationale for AEL and its subsidiaries providing financial support to AIIL– a promoter entity. The company has neither disclosed the nature of the operations of AIIL nor their financial profile in the notice. The AMC cannot determine whether a limit of Rs. 72.0 billion is appropriate for the size of their operations. Further, in case of financial assistance, the company has not disclosed the granular terms for the financial support that will be obtained or rendered between these parties. Considering the aforesaid rationale, the AMC have voted against this resolution.
  • Invesco Mutual FundAdani Infra (India) Ltd. (AIIL) provides maintenance and EPC services for power, transmission, renewables, roads and water projects. It is a wholly owned subsidiary of Adani Properties Pvt. Ltd. (APPL) which is held by S.B. Adani family trust and other group companies. APPL is an investment holding company of the Adani group. The proposed transactions are in the nature of purchase and sale, rendering of services and providing/ obtaining financial assistance. We do not support these transactions as there is no clear rationale for AEL and its subsidiaries providing financial support to AIIL– a promoter entity. The company has neither disclosed the nature of the operations of AIIL nor their financial profile in the notice. We cannot determine whether a limit of Rs. 72.0 bn is appropriate for the size of their operations. Further, in case of financial assistance, the company has not disclosed the granular terms for the financial support that will be obtained or rendered between these parties, so that the shareholders can make an informed decision. The company must disclose the past transactions between AEL/its subsidiaries and AIIL in the notice to the shareholders. We are unable to support the resolution
  • Nippon India Mutual FundNo absolute cap on variable pay

  15 for13 against
• To approve the material related party transaction(s) proposed to be entered into by the Company with Adani Power Limited, a related party of the Company, during the financial year 2024-25

  ›Against Axis Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, Nippon India Mutual Fund, Quantum Mutual Fund, SBI Mutual Fund, Sundaram Mutual Fund

  • Axis Mutual Fund, DSP Mutual Fund, Quantum Mutual Fund, SBI Mutual Fund, Sundaram Mutual FundAPL is a listed entity of Adani group and is an entity under common control. Currently, the company accounts for a substantial power generation capacity of 15,250 MW. The company seeks approval to enter into related party transactions with APL for the sale and purchase, availing/ rendering services and for extending financial support. The sale and purchase of coal/ power/ flyash and rendering of services are operational transactions and are linked to the business of both the entities. AEL shall also provide financial assistance to APL when required. We raise concerns over financial assistance provided by AEL to other promoter owned entities and listed group companies. We believe APL, being a listed entity should access funds from the markets based on its credit profile. Thus, we do not support the resolution. The company must disclose the value of past transactions with the related party in the shareholder notice. The past transactions with APL disclosed in APL’s annual report do not match with the transactions disclosed in AEL’s annual report: the company must explain the reasons for the discrepancy. While we expect that some transactions in the nature of purchase or sale of coal/flyash/power are operational– the approval sought is enabling and does not specify the nature of sales/purchases or services rendered/availed. We are unable to support the resolution.
  • Edelweiss Mutual FundNot in shareholders interest
  • Franklin Templeton Mutual FundA vote AGAINST this proposal is warranted on account of the following concerns: • The proposals would enable the provision of financial assistance (by the company and its subsidiaries) to group entities that are not wholly owned subsidiaries of the company. This could expose the company and its shareholders to unnecessary financial risk. • The company has not provided necessary information to assess the fairness of the proposed transactions. Given the material conflict of interests, this is viewed as an overriding concern.
  • HDFC Mutual FundLack of clarity with regard to rationale of providing of financial assistance to a promoter controlled entity
  • HSBC Mutual FundA Vote AGAINST these proposals is warranted on account of the following concerns: The proposals would enable the provision of financial assistance (by the company and its subsidiaries) to group entities that are not wholly owned subsidiaries of the company. This could expose the company and its shareholders to unnecessary financial risk. The company has not provided necessary information to assess the fairness of the proposed transactions. Given the material conflict of interests, this is viewed as an overriding concern
  • Invesco Mutual FundAPL is a listed entity of Adani group and is an entity under common control. Currently, the company accounts for a substantial power generation capacity of 15,250 MW. The company seeks approval to enter into related party transactions with APL for the sale and purchase, availing/ rendering services and for extending financial support. The sale and purchase of coal/ power/ flyash and rendering of services are operational transactions and are linked to the business of both the entities. AEL shall also provide financial assistance to APL when required. We raise concerns over financial assistance provided by AEL to other promoter owned entities and listed group companies. We believe APL, being a listed entity should access funds from the markets based on its credit profile. Thus, we do not support the resolution. The company must disclose the value of past transactions with the related party in the shareholder notice. The past transactions with APL disclosed in APL’s annual report do not match with the transactions disclosed in AEL’s annual report: the company must explain the reasons for the discrepancy. While we expect that some transactions in the nature of purchase or sale of coal/flyash/power are operational– the approval sought is enabling and does not specify the nature of sales/purchases or services rendered/availed. We are unable to support the resolution
  • Nippon India Mutual FundInadequate disclosure

  12 for11 against
• To approve the material related party transaction(s) proposed to be entered into by the Company with Mahan Energen Limited, a related party of the Company, during the financial year 2024-25

  ›Against Axis Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, HDFC Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, Nippon India Mutual Fund, Quantum Mutual Fund, Sundaram Mutual Fund

  • Axis Mutual Fund, DSP Mutual Fund, Quantum Mutual Fund, Sundaram Mutual FundThe company purchases and sells coal to thermal power entities of Adani Group for its consumption requirements at rates matching with market-linked coal price indices. The company also seeks shareholder approval for rendering/ availing services from MEL. We understand these transactions are a part of the company’s business and are at arm’s length. However, the company also seeks shareholder approval to divest its stake in Stratatech Mineral Resources Private Limited (wholly-owned subsidiary) to MEL at a fair value. Post this transfer, SMRPL will be merged with MEL, as per a scheme of arrangement. The company has neither disclosed the value at which the sale of its investment in SMRPL to MEL will be undertaken nor the basis for said valuation. We believe the company disclose these details so as to enable the shareholders to make an informed decision. In the absence of clarity, we do not support this transaction. While we expect that some transactions in the nature of purchase or sale of power/coal are operational– the approval sought is enabling and does not specify the nature of sales/purchases or services rendered/availed.
  • Edelweiss Mutual FundNot in shareholders interest
  • HDFC Mutual FundLack of clarity with regard to rationale of providing of financial assistance to a promoter controlled entity
  • ICICI Prudential Mutual FundThe company purchases and sells coal to thermal power entities of Adani Group for its consumption requirements at rates matching with market-linked coal price indices. The company also seeks shareholder approval for rendering/ availing services from MEL. The AMC understands that these transactions are a part of the company’s business and are at arm’s length. However, the company also seeks shareholder approval to divest its stake in Stratatech Mineral Resources Private Limited (wholly-owned subsidiary) to MEL at a fair value. Post this transfer, SMRPL will be merged with MEL, as per a scheme of arrangement. The company has neither disclosed the value at which the sale of its investment in SMRPL to MEL will be undertaken nor the basis for said valuation. The Company should have disclosed these details so as to enable the AMC for making an informed decision. In the absence of clarity, the AMC do not support this transaction. While the AMC expect that some transactions in the nature of purchase or sale of power/coal are operational– the approval sought is enabling and does not specify the nature of sales/purchases or services rendered/availed. Considering the aforesaid rationale, the AMC have voted against this resolution.
  • Invesco Mutual FundThe company purchases and sells coal to thermal power entities of Adani Group for its consumption requirements at rates matching with market-linked coal price indices. The company also seeks shareholder approval for rendering/ availing services from MEL. We understand these transactions are a part of the company’s business and are at arm’s length. However, the company also seeks shareholder approval to divest its stake in Stratatech Mineral Resources Private Limited (wholly-owned subsidiary) to MEL at a fair value. Post this transfer, SMRPL will be merged with MEL, as per a scheme of arrangement. The company has neither disclosed the value at which the sale of its investment in SMRPL to MEL will be undertaken nor the basis for said valuation. We believe the company disclose these details so as to enable the shareholders to make an informed decision. In the absence of clarity, we do not support this transaction. While we expect that some transactions in the nature of purchase or sale of power/coal are operational– the approval sought is enabling and does not specify the nature of sales/purchases or services rendered/availed
  • Nippon India Mutual FundInadequate disclosure

  16 for9 against
• To approve the material related party transaction(s) proposed to be entered into by the Company with Mundra Solar Energy Limited, a related party of the Company, during the financial year 2024-25

  ›Against Axis Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, Nippon India Mutual Fund, Quantum Mutual Fund, Sundaram Mutual Fund

  • Axis Mutual Fund, Invesco Mutual Fund, Quantum Mutual Fund, Sundaram Mutual FundMSEL is a stepdown 74% subsidiary of AEL: balance 26% equity is held by a subsidiary of Adani Green Energy Limited (entity under common control). MSEL is part of the Adani Solar ecosystem: Adani Solar operates through two entities namely, Mundra Solar PV Limited (MSPVL) and Mundra Solar Energy Limited (MSEL) for vertical integration through manufacturing of solar PV cells and modules. The proposed transactions are in the nature of purchase / sale of goods/ services and providing financial assistance to MSEL. The company must clarify whether the financial support to MSEL will be to the extent of AEL’s shareholding: in the last two financial years, financial support has been extended only by AEL. There is no clarity on whether Adani Green Energy Limited is extending support to the extent of their shareholding. Further, through resolution #32, the company seeks shareholder approval for its wholly owned subsidiary obtaining financial support from MSEL. We raise concerns over this circular flow of funds. The company must clarify the need for such a structure. The company must disclose the value of past transactions with the related party in the shareholder notice. We also note that there is an inconsistency in the type/value of past transactions in MSEL’s financials versus the RPTs disclosed by AEL in the annual report. The company must provide a reason for this discrepancy. We do not support these transactions.
  • DSP Mutual FundMSEL is a stepdown 74% subsidiary of AEL: balance 26% equity is held by a subsidiary of Adani Green Energy Limited (entity under common control). MSEL is part of the Adani Solar ecosystem: Adani Solar operates through two entities namely, Mundra Solar PV Limited (MSPVL) and Mundra Solar Energy Limited (MSEL) for vertical integration through manufacturing of solar PV cells and modules. The proposed transactions are in the nature of purchase / sale of goods/ services and providing financial assistance to MSEL. The company must clarify whether the financial support to MSEL will be to the extent of AEL’s shareholding: in the last two financial years, financial support has been extended only by AEL. There is no clarity on whether Adani Green Energy Limited is extending support to the extent of their shareholding. Further, through resolution #32, the company seeks shareholder approval for its wholly owned subsidiary obtaining financial support from MSEL. We raise concerns over this circular flow of funds. The company must clarify the need for such a structure.The company must disclose the value of past transactions with the related party in the shareholder notice. We also note that there is an inconsistency in the type/value of past transactions in MSEL’s financials versus the RPTs disclosed by AEL in the annual report. The company must provide a reason for this discrepancy. We do not support these transactions.
  • Edelweiss Mutual FundNot in shareholders interest
  • Franklin Templeton Mutual FundA vote AGAINST this proposal is warranted on account of the following concerns: • The proposals would enable the provision of financial assistance (by the company and its subsidiaries) to group entities that are not wholly owned subsidiaries of the company. This could expose the company and its shareholders to unnecessary financial risk. • The company has not provided necessary information to assess the fairness of the proposed transactions. Given the material conflict of interests, this is viewed as an overriding concern.
  • HDFC Mutual FundLack of clarity with regard to rationale of providing of financial assistance to a promoter controlled entity
  • HSBC Mutual FundA Vote AGAINST these proposals is warranted on account of the following concerns: The proposals would enable the provision of financial assistance (by the company and its subsidiaries) to group entities that are not wholly owned subsidiaries of the company. This could expose the company and its shareholders to unnecessary financial risk. The company has not provided necessary information to assess the fairness of the proposed transactions. Given the material conflict of interests, this is viewed as an overriding concern
  • Nippon India Mutual FundInadequate disclosure

  13 for10 against
• To approve the material related party transaction(s) proposed to be entered into by the Company with Mundra Solar PV Limited, a related party of the Company, during the financial year 2024-25

  ›Against Axis Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, Nippon India Mutual Fund, Quantum Mutual Fund, SBI Mutual Fund, Sundaram Mutual Fund

  • Axis Mutual Fund, Sundaram Mutual FundMSPVL is a stepdown subsidiary of AEL. Adani Green Technology Ltd (AGTL) owns 51% equity in MSPVL with the balance being held by Adani Emerging Business Private Limited (AEBPL). The effective shareholding of AEL in MSPVL is 51%. MSPVL has a 1.5 GW solar module manufacturing capacity at Mundra in Gujarat which was upgraded to 2GW in FY23. The proposed transactions are in the nature of purchase / sale of goods / services and providing financial assistance to MSPVL. Given that the promoter-controlled entity Adani Trading Services LLP has 49% equity in Adani Green Technology Ltd, the holding company of MSPVL, the company must clarify whether the financial support to MSPVL will be extended to the extent of AEL’s beneficial shareholding. The proposed value of transactions is high (MSPVL’s networth stood at Rs. 11.4 bn on 31 March 2024). Further, through resolution #33, the company seeks shareholder approval for its wholly owned subsidiary obtaining financial support from MSPVL. We raise concerns over this circular flow of funds. The company must clarify the need for such a structure. The company must disclose the value of past transactions with the related party in the shareholder notice. Further, the company must explain the inconsistency in the type/ value of past transactions in the financials of MSPVL versus the RPT disclosures by AEL in the annual report. We do not support these transactions.
  • DSP Mutual Fund, SBI Mutual FundMSPVL is a stepdown subsidiary of AEL. Adani Green Technology Ltd (AGTL) owns 51% equity in MSPVL with the balance being held by Adani Emerging Business Private Limited (AEBPL). The effective shareholding of AEL in MSPVL is 51%. MSPVL has a 1.5 GW solar module manufacturing capacity at Mundra in Gujarat which was upgraded to 2GW in FY23. The proposed transactions are in the nature of purchase / sale of goods / services and providing financial assistance to MSPVL.Given that the promoter-controlled entity Adani Trading Services LLP has 49% equity in Adani Green Technology Ltd, the holding company of MSPVL, the company must clarify whether the financial support to MSPVL will be extended to the extent of AEL’s beneficial shareholding. The proposed value of transactions is high (MSPVL’s networth stood at Rs. 11.4 bn on 31 March 2024). Further, through resolution #33, the company seeks shareholder approval for its wholly owned subsidiary obtaining financial support from MSPVL. We raise concerns over this circular flow of funds. The company must clarify the need for such a structure. The company must disclose the value of past transactions with the related party in the shareholder notice. Further, the company must explain the inconsistency in the type/ value of past transactions in the financials of MSPVL versus the RPT disclosures by AEL in the annual report. We do not support these transactions.
  • Edelweiss Mutual FundNot in shareholders interest
  • Franklin Templeton Mutual FundA vote AGAINST this proposal is warranted on account of the following concerns: • The proposals would enable the provision of financial assistance (by the company and its subsidiaries) to group entities that are not wholly owned subsidiaries of the company. This could expose the company and its shareholders to unnecessary financial risk. • The company has not provided necessary information to assess the fairness of the proposed transactions. Given the material conflict of interests, this is viewed as an overriding concern.
  • HDFC Mutual FundLack of clarity with regard to rationale of providing of financial assistance to a promoter controlled entity
  • HSBC Mutual FundA Vote AGAINST these proposals is warranted on account of the following concerns: The proposals would enable the provision of financial assistance (by the company and its subsidiaries) to group entities that are not wholly owned subsidiaries of the company. This could expose the company and its shareholders to unnecessary financial risk. The company has not provided necessary information to assess the fairness of the proposed transactions. Given the material conflict of interests, this is viewed as an overriding concern
  • Invesco Mutual FundMSPVL is a stepdown subsidiary of AEL. Adani Green Technology Ltd (AGTL) owns 100% equity in MSPVL. AGTL is held by AEL (51%) and Adani Trading Services LLP - promoter controlled entity (49%). MSPVL has a 1.5 GW solar module manufacturing capacity at Mundra in Gujarat which was upgraded to 2GW in FY23. The proposed transactions are in the nature of purchase / sale of goods / services and providing financial assistance to MSPVL. Given that the promoter-controlled entity Adani Trading Services LLP has 49% equity in Adani Green Technology Ltd, the holding company of MSPVL, the company must clarify whether the financial support to MSPVL will be extended to the extent of AEL’s beneficial shareholding. The proposed value of transactions is high (MSPVL’s networth stood at Rs. 11.4 bn on 31 March 2024). Further, through resolution #33, the company seeks shareholder approval for its wholly owned subsidiary obtaining financial support from MSPVL. We raise concerns over this circular flow of funds. The company must clarify the need for such a structure. The company must disclose the value of past transactions with the related party in the shareholder notice. Further, the company must explain the inconsistency in the type/ value of past transactions in the financials of MSPVL versus the RPT disclosures by AEL in the annual report. We do not support these transactions
  • Nippon India Mutual FundInadequate disclosure
  • Quantum Mutual FundMSPVL is a stepdown subsidiary of AEL. Adani Green Technology Ltd (AGTL) owns 100% equity in MSPVL. AGTL is held by AEL (51%) and Adani Trading Services LLP - promoter controlled entity (49%). MSPVL has a 1.5 GW solar module manufacturing capacity at Mundra in Gujarat which was upgraded to 2GW in FY23. The proposed transactions are in the nature of purchase / sale of goods / services and providing financial assistance to MSPVL. Given that the promoter-controlled entity Adani Trading Services LLP has 49% equity in Adani Green Technology Ltd, the holding company of MSPVL, the company must clarify whether the financial support to MSPVL will be extended to the extent of AEL’s beneficial shareholding. The proposed value of transactions is high (MSPVL’s networth stood at Rs. 11.4 bn on 31 March 2024). Further, through resolution #33, the company seeks shareholder approval for its wholly owned subsidiary obtaining financial support from MSPVL. We raise concerns over this circular flow of funds. The company must clarify the need for such a structure. The company must disclose the value of past transactions with the related party in the shareholder notice. Further, the company must explain the inconsistency in the type/ value of past transactions in the financials of MSPVL versus the RPT disclosures by AEL in the annual report. We do not support these transactions.

  12 for11 against
• To approve the material related party transaction(s) proposed to be entered into by the Company with Parsa Kente Collieries Limited, a related party of the Company, during the financial year 2024-25

  ›Against Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, HSBC Mutual Fund

  • Edelweiss Mutual FundTransaction is not done on arms length basis
  • Franklin Templeton Mutual FundA vote AGAINST this proposal is warranted on account of the following concerns: • The proposals would enable the provision of financial assistance (by the company and its subsidiaries) to group entities that are not wholly owned subsidiaries of the company. This could expose the company and its shareholders to unnecessary financial risk. • The company has not provided necessary information to assess the fairness of the proposed transactions. Given the material conflict of interests, this is viewed as an overriding concern.
  • HSBC Mutual FundA Vote AGAINST these proposals is warranted on account of the following concerns: The proposals would enable the provision of financial assistance (by the company and its subsidiaries) to group entities that are not wholly owned subsidiaries of the company. This could expose the company and its shareholders to unnecessary financial risk. The company has not provided necessary information to assess the fairness of the proposed transactions. Given the material conflict of interests, this is viewed as an overriding concern

  22 for3 against
• To approve the material related party transaction(s) proposed to be entered into by the Company with Adani Infra Management Services Limited, a related party of the Company, during the financial year 2024-25MoreLess

  ›Against Axis Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, Nippon India Mutual Fund, Quantum Mutual Fund, SBI Mutual Fund, Sundaram Mutual Fund, Taurus Mutual Fund

  • Axis Mutual Fund, DSP Mutual Fund, Invesco Mutual Fund, Quantum Mutual Fund, SBI Mutual Fund, Sundaram Mutual Fund, Taurus Mutual FundAdani Infrastructure Management Services Limited (AIMSL) is 100% subsidiary of Adani Properties Private Limited, a promoter company. The company was incorporated to provide Operation and Maintenance services to various companies in the Infrastructure Businesses. The company seeks shareholder approval to enter into related party transactions with Adani Infra Management Services Limited, a promoter company, for providing/availing financial assistance as well as rendering/availing of services. We do not support these transactions because there is no clear rationale for the company/its subsidiaries providing financial support to AIMSL – a promoter-controlled entity. Further the company has not disclosed the terms for the financial support that may be extended. The company has neither disclosed the nature of operations of AIMSL nor its financial profile. We cannot determine whether the limit of Rs. 67.0 bn is appropriate for the size of their operations. The company must also disclose the past value of transactions between AEL/its subsidiaries and AIMSL, if any, in the shareholder’s notice. We are unable to support the resolution.
  • Edelweiss Mutual FundNot in shareholders interest
  • Franklin Templeton Mutual FundA vote AGAINST this proposal is warranted on account of the following concerns: • The proposals would enable the provision of financial assistance (by the company and its subsidiaries) to group entities that are not wholly owned subsidiaries of the company. This could expose the company and its shareholders to unnecessary financial risk. • The company has not provided necessary information to assess the fairness of the proposed transactions. Given the material conflict of interests, this is viewed as an overriding concern.
  • HDFC Mutual FundLack of clarity with regard to rationale of providing of financial assistance to a promoter controlled entity
  • HSBC Mutual FundA Vote AGAINST these proposals is warranted on account of the following concerns: The proposals would enable the provision of financial assistance (by the company and its subsidiaries) to group entities that are not wholly owned subsidiaries of the company. This could expose the company and its shareholders to unnecessary financial risk. The company has not provided necessary information to assess the fairness of the proposed transactions. Given the material conflict of interests, this is viewed as an overriding concern
  • ICICI Prudential Mutual FundAdani Infrastructure Management Services Limited (AIMSL) is 100% subsidiary of Adani Properties Private Limited, a promoter company. The company was incorporated to provide Operation and Maintenance services to various companies in the Infrastructure Businesses. The company seeks shareholder approval to enter into related party transactions with Adani Infra Management Services Limited, a promoter company, for providing/availing financial assistance as well as rendering/availing of services. The AMC do not support these transactions because there is no clear rationale for the company/its subsidiaries providing financial support to AIMSL – a promoter-controlled entity. Further the company has not disclosed the terms for the financial support that may be extended. The company has neither disclosed the nature of operations of AIMSL nor its financial profile. We cannot determine whether the limit of Rs. 67.0 billion is appropriate for the size of their operations. The company must also disclose the past value of transactions between AEL/its subsidiaries and AIMSL, if any, in the shareholder’s notice. The AMC is unable to support the resolution and hence AMC have voted against the resolution.
  • Nippon India Mutual FundInadequate disclosure

  15 for13 against
• To approve the material related party transaction(s) proposed to be entered into by the Company with Moxie Power Generation Limited, a related party of the Company, during the financial year 2024-25

  ›Against Axis Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, Nippon India Mutual Fund, Quantum Mutual Fund, SBI Mutual Fund, Sundaram Mutual Fund, Taurus Mutual Fund

  • Axis Mutual Fund, Sundaram Mutual FundMoxie Power Generation Limited (MPGL) is a special purpose vehicle (SPV), which was incorporated on 30 January 2024. MPGL is an associate company of Adani Power Limited – a listed promoter group company. Adani Power Limited holds 49% equity stake in MPGL, with the balance being held by Dickey Alternative Investment Trust, a CAT II AIF registered with SEBI. The transactions are for purchase and sale of goods as well as rendering/availing of services. We raise concern that the company has not disclosed the shareholding pattern for MPGL. There is no clarity on who owns the balance 51% in the company. Further, since MPGL was incorporated on 30 January 2024, the company must disclose the business profile of MPGL, to enable shareholders to make an informed decision. In the absence of clarity, we do not know whether the limit of Rs. 14.5 bn is appropriate for the size of their operations. We raise concern that the company is seeking an enabling approval for purchase and sale and also rendering/availing of services. We do not support this transaction.
  • DSP Mutual Fund, SBI Mutual FundMoxie Power Generation Limited (MPGL) is a special purpose vehicle (SPV), which was incorporated on 30 January 2024. MPGL is an associate company of Adani Power Limited – a listed promoter group company. Adani Power Limited holds 49% equity stake in MPGL, with the balance being held by Dickey Alternative Investment Trust, a CAT II AIF registered with SEBI. The transactions are for purchase and sale of goods as well as rendering/availing of services.We raise concern that the company has not disclosed the shareholding pattern for MPGL. There is no clarity on who owns the balance 51% in the company. Further, since MPGL was incorporated on 30 January 2024, the company must disclose the business profile of MPGL, to enable shareholders to make an informed decision. In the absence of clarity, we do not know whether the limit of Rs. 14.5 bn is appropriate for the size of their operations. We raise concern that the company is seeking an enabling approval for purchase and sale and also rendering/availing of services. We do not support this transaction.
  • Edelweiss Mutual FundNot in shareholders interest
  • ICICI Prudential Mutual FundMoxie Power Generation Limited (MPGL) is a special purpose vehicle (SPV), which was incorporated on January 30, 2024. MPGL is an associate company of Adani Power Limited – a listed promoter group company. Adani Power Limited holds 49% equity stake in MPGL, with the balance being held by Dickey Alternative Investment Trust, a CAT II AIF registered with SEBI. The transactions are for purchase and sale of goods as well as rendering/availing of services. The AMC is concerned that the company has not disclosed the shareholding pattern for MPGL. There is no clarity on who owns the balance 51% in the company. Further, since MPGL was incorporated on January 30, 2024, the company must disclose the business profile of MPGL, to enable shareholders to make an informed decision. In the absence of clarity, the AMC do not know whether the limit of Rs. 14.5 billion is appropriate for the size of their operations. The AMC is concerned that the company is seeking an enabling approval for purchase and sale and also rendering/availing of services. Considering the aforesaid rationale, the AMC have voted against this resolution.
  • Invesco Mutual FundMoxie Power Generation Limited (MPGL) is a special purpose vehicle (SPV), which was incorporated on 30 January 2024. MPGL is an associate company of Adani Power Limited – a listed promoter group company. Adani Power Limited holds 49% equity stake in MPGL. The transactions are for purchase and sale of goods as well as rendering/availing of services. We raise concern that the company has not disclosed the shareholding pattern for MPGL. There is no clarity on who owns the balance 51% in the company. Further, since MPGL was incorporated on 30 January 2024, the company must disclose the business profile of MPGL, to enable shareholders to make an informed decision. In the absence of clarity, we do not know whether the limit of Rs. 14.5 bn is appropriate for the size of their operations. We raise concern that the company is seeking an enabling approval for purchase and sale and also rendering/availing of services. We do not support this transaction
  • Nippon India Mutual FundInadequate disclosure
  • Quantum Mutual Fund, Taurus Mutual FundMoxie Power Generation Limited (MPGL) is a special purpose vehicle (SPV), which was incorporated on 30 January 2024. MPGL is an associate company of Adani Power Limited – a listed promoter group company. Adani Power Limited holds 49% equity stake in MPGL. The transactions are for purchase and sale of goods as well as rendering/availing of services. We raise concern that the company has not disclosed the shareholding pattern for MPGL. There is no clarity on who owns the balance 51% in the company. Further, since MPGL was incorporated on 30 January 2024, the company must disclose the business profile of MPGL, to enable shareholders to make an informed decision. In the absence of clarity, we do not know whether the limit of Rs. 14.5 bn is appropriate for the size of their operations. We raise concern that the company is seeking an enabling approval for purchase and sale and also rendering/availing of services. We do not support this transaction.

  16 for10 against
• To approve the material related party transaction(s) proposed to be entered into by the Company with DC Development Hyderabad Limited, a related party of the Company, during the financial year 2024-25

  ›Against Franklin Templeton Mutual Fund, HSBC Mutual Fund

  • Franklin Templeton Mutual FundA vote AGAINST this proposal is warranted on account of the following concerns: • The proposals would enable the provision of financial assistance (by the company and its subsidiaries) to group entities that are not wholly owned subsidiaries of the company. This could expose the company and its shareholders to unnecessary financial risk. • The company has not provided necessary information to assess the fairness of the proposed transactions. Given the material conflict of interests, this is viewed as an overriding concern.
  • HSBC Mutual FundA Vote AGAINST these proposals is warranted on account of the following concerns: The proposals would enable the provision of financial assistance (by the company and its subsidiaries) to group entities that are not wholly owned subsidiaries of the company. This could expose the company and its shareholders to unnecessary financial risk. The company has not provided necessary information to assess the fairness of the proposed transactions. Given the material conflict of interests, this is viewed as an overriding concern

  24 for2 against
• To approve the material related party transaction(s) proposed to be entered into by the Company with Pune Data Centre Limited, a related party of the Company, during the financial year 2024-25

  ›Against Franklin Templeton Mutual Fund, HSBC Mutual Fund

  • Franklin Templeton Mutual FundA vote AGAINST this proposal is warranted on account of the following concerns: • The proposals would enable the provision of financial assistance (by the company and its subsidiaries) to group entities that are not wholly owned subsidiaries of the company. This could expose the company and its shareholders to unnecessary financial risk. • The company has not provided necessary information to assess the fairness of the proposed transactions. Given the material conflict of interests, this is viewed as an overriding concern.
  • HSBC Mutual FundA Vote AGAINST these proposals is warranted on account of the following concerns: The proposals would enable the provision of financial assistance (by the company and its subsidiaries) to group entities that are not wholly owned subsidiaries of the company. This could expose the company and its shareholders to unnecessary financial risk. The company has not provided necessary information to assess the fairness of the proposed transactions. Given the material conflict of interests, this is viewed as an overriding concern

  20 for2 against
• To approve the material related party transaction(s) proposed to be entered into by the Company with Pune Data Centre Two Limited, a related party of the Company, during the financial year 2024-25

  ›Against Franklin Templeton Mutual Fund, HSBC Mutual Fund

  • Franklin Templeton Mutual FundA vote AGAINST this proposal is warranted on account of the following concerns: • The proposals would enable the provision of financial assistance (by the company and its subsidiaries) to group entities that are not wholly owned subsidiaries of the company. This could expose the company and its shareholders to unnecessary financial risk. • The company has not provided necessary information to assess the fairness of the proposed transactions. Given the material conflict of interests, this is viewed as an overriding concern.
  • HSBC Mutual FundA Vote AGAINST these proposals is warranted on account of the following concerns: The proposals would enable the provision of financial assistance (by the company and its subsidiaries) to group entities that are not wholly owned subsidiaries of the company. This could expose the company and its shareholders to unnecessary financial risk. The company has not provided necessary information to assess the fairness of the proposed transactions. Given the material conflict of interests, this is viewed as an overriding concern

  26 for2 against
• To approve the material related party transaction(s) proposed to be entered by Adani Airport Holding Limited, a wholly owned subsidiary of the Company with Adani Properties Private Limited, a related party of the Company, during the financial year 2024-25MoreLess

  ›Against Axis Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, Nippon India Mutual Fund, Quantum Mutual Fund, SBI Mutual Fund, Sundaram Mutual Fund, Taurus Mutual Fund

  • Axis Mutual Fund, DSP Mutual Fund, Quantum Mutual Fund, SBI Mutual Fund, Sundaram Mutual Fund, Taurus Mutual FundAAHL is a wholly owned subsidiary of Adani Enterprises Limited. AAHL acts as the holding company for all SPVs floated for handling each airport, administers the overall operations and undertakes non-aero-related activities for all the airports. Adani Properties Private Limited (APPL), is an investment/ holding company of the Adani group and is 100% held by S.B. Adani family trust and other group companies. APPL holds strategic investments in listed entities of Adani group and other businesses like real estate and financial services. The company had previously sought shareholder approval to avail and provide financial assistance from APPL (at the 2023 AGM) upto Rs. 105.0 bn. The company now seeks shareholder approval for obtaining financial assistance from APPL upto Rs. 75.0 bn. We do not support this transaction as there is no clarity on the ownership of APPL and the rationale for borrowing funds through a promoter entity. There is also no clarity with respect to APPL’s size and whether the Rs. 75.0 bn limit being sought is reasonable in that context. Further, the company must disclose the granular terms for the financial support that will be obtained for APPL so that the shareholders can make an informed decision. The company must disclose past transactions between AAHL and APPL in the notice to the shareholders. We are unable to support the resolution.
  • Edelweiss Mutual FundNot in shareholders interest
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted on account of the following concerns: • There is no disclosure on the terms of financial assistance to be obtained by the company including interest rate, tenure, quantum of assistance that can be received/outstanding during a year, etc. Therefore, the fairness of the transactions cannot be clearly ascertained.
  • HDFC Mutual FundLack of clarity with regard to rationale of providing of financial assistance to a promoter controlled entity
  • HSBC Mutual FundThere is insufficient disclosure of relevant information.
  • Invesco Mutual FundAAHL is a wholly owned subsidiary of Adani Enterprises Limited. AAHL acts as the holding company for all SPVs floated for handling each airport, administers the overall operations and undertakes non-aero-related activities for all the airports. Adani Properties Private Limited (APPL), is an investment/ holding company of the Adani group and is 100% held by S.B. Adani family trust and other group companies. APPL holds strategic investments in listed entities of Adani group and other businesses like real estate and financial services. The company had previously sought shareholder approval to avail and provide financial assistance from APPL (at the 2023 AGM) upto Rs. 105.0 bn. The company now seeks shareholder approval for obtaining financial assistance from APPL upto Rs. 75.0 bn. We do not support this transaction as there is no clarity on the ownership of APPL and the rationale for borrowing funds through a promoter entity. There is also no clarity with respect to APPL’s size and whether the Rs. 75.0 bn limit being sought is reasonable in that context. Further, the company must disclose the granular terms for the financial support that will be obtained for APPL so that the shareholders can make an informed decision. The company must disclose past transactions between AAHL and APPL in the notice to the shareholders. We are unable to support the resolution
  • Nippon India Mutual FundInadequate disclosure

  12 for12 against