Adani Enterprises Ltd has informed BSE regarding a Press Release dated January 30, 2015, titled 'Adani Group announced Scheme of Arrangement'. Adani Enterprises Ltd has informed BSE regarding Outcome of Board Meetign held on January 30, 2015. 1. Composite Scheme of Arrangement and Consequential Restructure of Share Capital of the Company as detailed herein below: (i)Demerger of Port Undertaking from the Company and its vesting in Adani Ports and Special Economic Zone Ltd, (ii)Demerger of Power Undertaking from the Company and its vesting in Adani Power Limited; (iii)Demerger of Transmission Undertaking from the Company and its vesting in Adani Transmission Limited, to be listed on the BSE Limited ('BSE') and the National Stock Exchange of India Limited ('NSE') pursuant to the Scheme and subject to applicable laws, rules and regulations; (iv)Amalgamation of Adani Mining Private . Limited (wholly owned subsidiary) with the Company; (v)Various other matters consequential or otherwise integrally connected therewith, including reduction of share capital and restructuring of share capital in the form of utilization of securities premium. 2. Key highlights of the scheme are as under: > Brief Details: Demerger of the Port Undertaking of AEL comprising the undertaking, businesses, activities, operations, assets (moveable and immoveable) and liabilities pertaining to the Belekeri port, Karnataka and the strategic investment of AEL in APSEZ into APSEZ; businesses, activities, operations, assets (moveable and immoveable) and liabilities pertaining to the 40MW solar power project at Bitta village, Kutch district of Gujarat and the strategic investments of AEL in APL into APL; Demerger of the Transmission Undertaking of AEL comprising the undertaking, businesses, activities, operations, assets (moveable and immoveable) and liabilities related to the Mundra-Zedra transmission line and the investment of AEL in ATL into ATL; Amalgamation of AAAPL into AEL; and The appointed date for the Scheme, being the date on which the undertakings shall vest in the respective resulting companies, has been fixed at April 1, 2015. The Scheme of Arrangement will simplify corporate structure providing the shareholders of AEL direct shareholding in the respective operating companies, listing of one of the largest private sector transmission companies with over 5,000 circuit kms of transmission lines across Western, Northern' and Central regions of India and increase free float at APL and APSEZ, > Rationale: a. Each of the businesses has tremendous growth and profitabilitypotential. The demerger would enable enhanced focus of managementin these businesses there by facilitating the management to efficiently exploit opportunities for each of these businesses. b. The proposed segregation will create enhanced value for shareholders and allow a focus strategy in operations, which would be in the best interest ofall the stakeholders and the persons connected with AEL, APSEZ, APL and ATL, c. The proposed demerger will also enable investors to hold investments in businesses with different investment characteristics thereby enabling them to select investments which best suit their investment strategies and risk profiles. d. The demerger will also provide scope for independent collaboration and expansion. >Swap Ratio - on Record Date a. 14123 shares of APSEZ for 10000 shares of AEL b. 18596 shares of APLfor 10000 shares of AEL c. 1 share of ATL for 1 share of AEL >Valuation and Fairness Opinion 1)Valuation Report of M/s, B S R & Associates LLP 2)Fairness Opinion issued by M/s. J M Financials Institutional Securities Limited The Media Release for the scheme of arrangement is enclosed herewith. Adani Ports and Special Economic Zone Ltd has informed BSE that the Hon'ble High Court of Gujarat on May 07, 2015, considered and approved the Composite Scheme of Arrangement between Adani Enterprises Limited and Adani Ports and Special Economic Zone Limited and Adani Power Limited and Adani Transmission Limited and Adani Mining Private Limited and their respective Shareholders and Creditors pursuant to the provisions of Sections 391 to 394 and the other provisions of the Companies Act, 1956. Adani Enterprises Ltd has informed BSE that the Hon'ble High Court of Gujarat on May 07, 2015, considered and approved the Composite Scheme of Arrangement between Adani Enterprises Limited and Adani Ports and Special Economic Zone Limited and Adani Power Limited and Adani Transmission Limited and Adani Mining Private Limited and their respective Shareholders and Creditors pursuant to the provisions of Sections 391 to 394 and the other provisions of the Companies Act, 1956. (As per BSE Announcement Dated on 11.05.2015) SUB. :- Scheme of Arrangement of Adani Enterprises Ltd. (Scrip Code 512599) Trading Members of the Exchange are hereby informed that, Adani Enterprises Ltd. has fixed the Record Date for the purpose of determining entitlement to the shareholders of the Company pursuant to the Scheme of Arrangement (Demerger) of the Company approved by the Hon'ble High Court of Gujarat at Ahmedabad. COMPANY NAME CODE Adani Enterprises Ltd. (412599; 512599;612599) RECORD DATE 04/06/2015 PURPOSE Scheme of Arrangement: - Upon the Scheme becoming effective and in consideration of the demerger and transfer of Port Undertaking, Power Undertaking and Transmission Undertaking of Adani Enterprises Ltd. in Adani Ports and Special Economic Zone (APSEZ), Adani Power Ltd (APL) and Adani Transmission Ltd. (ATL) respectively, in terms of the Scheme, the equity shareholders of AEL will be allotted in the following proportion: 14,123 equity shares in APSEZ of Rs. 2/- each credited as fully paid up for every 10,000 equity shares of Re. 1/- each held in AEL. EX-ENTITLEMENT FROM DATE & SETT. NO. 03/06/2015 DR-044/2015- 2016 Note: Subject to compliance with requisite formalities the resulting company i.e. Adani Transmission Limited will be listed on BSE Limited . (As Per BSE Notice Dated on 27.03.2015) Adani Ports and Special Economic Zone Ltd has informed BSE that the Company has received certified copy of the order of the Hon'ble High Court of Gujarat sanctioning the Composite Scheme of Arrangement between Adani Enterprises Limited and Adani Ports and Special Economic Zone Limited and Adani Power Limited and Adani Transmission Limited and Adani Mining Private Limited and their respective Shareholders and Creditors pursuant to the provisions of Sections 391 to 394 and the other provisions of the Companies Act, 1956. The Company has made requisite filing on May 22, 2015 with the Registrar of Companies, Gujarat and accordingly, the effective date of scheme is May 22, 2015. (As per BSE Announcement Dated on 29.05.2015) Adani Enterprises Ltd has announced the following results for the quarter ended September 30, 2015: The Unaudited Standalone results for the Quarter ended September 30, 2015 The Company has posted a net profit of Rs. 2151.80 million for the quarter ended September 30, 2015 where as the same was at Rs. 2122.70 million for the quarter ended September 30, 2014. Total Income is Rs. 23354.50 million for the quarter ended September 30, 2015 where as the same was at Rs. 37852.00 million for the quarter ended September 30, 2014. The Consolidated Results are as follows: The Unaudited Consolidated results for the Quarter ended September 30, 2015 The Group has posted a net profit after taxes, minority interest and share of profit of associates of Rs. 2988.60 million for the quarter ended September 30, 2015 where as the same was at Rs. 2102.90 million for the quarter ended September 30, 2014. Total Income is Rs. 118441.00 million for the quarter ended September 30, 2015 where as the same was at Rs. 142657.20 million for the quarter ended September 30, 2014. - The Hon'ble Gujarat High Court vide its Order dated May 07, 2015 has sanctioned the Composite Scheme of Arrangement between Adani Enterprises Limited (AEL), Adani Ports and Special Economic Zone Limited (APSEZ), Adani Power Limited (APL), Adani Transmission Limited (ATL) and Adani Mining Private Limited (AMPL) and their respective Shareholders and Creditors pursuant to the provisions of Section 391 to 394 and the other provisions of the Companies Act, 1956 and Companies Act, 2013 ('Scheme'). The Scheme came into effect on May 22, 2015 upon filing certified copies of the orders of the Hon'ble Court of Gujarat sanctioning the Scheme with the Registrar of the Companies, Gujarat at Ahmedabad. The Scheme with effect from Appointed Date i.e. April 01, 2015 inter alia provided for: (i) Demerger of Port Undertaking, Power Undertaking and Transmission Undertaking comprising the undertaking, businesses, activities, operations, assets (movable and immovable) and liabilities of AEL and transfer of the same to APSEZ, APL and ATL respectively. ii) Merger of AMPL into AEL; Pursuant to the Scheme, the difference between the assets and liabilities of the above Undertakings have been appropriated against the Securities Premium Account and therefore, the Reserves and Surplus has reduced by Rs. 7228 Crores. In view of above, the results of the current period reported are after giving effect of the Scheme as on appointed date i.e. April 01, 2015 and hence previous period numbers are not comparable to that extent. (As per BSE Announcement dated on 02.11.2015)