Adani Ports & Special Economic Zone Ltd Company History

Adani Ports and Special Economic Zone Limited (APSEZ), India's largest private port and Special Economic Zone was incorporated as Gujarat Adani Port Ltd (GAPL) on 26 May, 1998 to develop a private port at Mundra, on the West Coast of India. The Company is in the business of development, operations and maintenance of port infrastructure (port services and related infrastructure development) and has linked multi product Special Economic Zone (SEZ) and related infrastructure contiguous to Port at Mundra. It operates ports in Mundra, Dahej, Hazira, Dhamra, Ennore and Kattupalli and terminals in Mormugao, Visakhapatnam and Kandla (Tuna-Tekra). APSEZ Ports with its presence at ten locations (two in development phase) handles a wide variety of cargo ranging from coal, crude, containers to fertilizers, agri products, steel & project cargo, edible oil, chemicals, automobiles etc. In October 2001, the company commenced commercial operations. In May 2002, the company signed an agreement with Guru Govind Singh Refineries Ltd (GGSRL) for Crude Oil handling at Mundra. In October 2002, they signed an agreement with Indian Oil Corporation (IOC) for setting up Single Point Mooring (SPM) Facility and Crude Oil Handling at Mundra. In November 2002, they signed an agreement with Indian Railways for integrating Mundra-Adipur railway line with the national rail network. In January 2003, the company signed sub-concession agreement for a container terminal. In July 2003, Container Terminal I became operational. In April 2004, the company entered shareholders agreement with Kutch Railway Company Ltd for Gandhidham - Palanpur gauge conversion. In June 2005, Adani Port Ltd was amalgamated with the company with effect from April 1, 2003. In December 2005, Single Point Mooring (SPM) became operational. In April 2006, Mundra Special Economic Zone Ltd and Adani Chemicals Ltd were amalgamated with the company. In July 2006, the name of the company was changed from Gujarat Adani Port Ltd to Mundra Port and Special Economic Zone Ltd (MPSEZ) to reflect the nature of business. In March 2007, the company commissioned two additional berths for bulk cargo operation at Terminal II. In April 2007, the company singed Port Services Agreement with Tata Power promoted power generation company for handling imported coal cargo. In October 2007, the company came out with the initial public offer (IPO) and in November 2007, their shares were listed on National Stock Exchange (NSE) and Bombay Stock Exchange (BSE). In February 2008, the company signed Port Services Agreement with Maruti Suzuki India Ltd for handling car exports. In January 2009, ADANI Auto Terminal commenced Terminal Operation. During the year 2009-10, the company incorporated Adani Murmugao Port Terminal Pvt Ltd, Adani Hazira Port Pvt Ltd and Mundra International Airport Pvt Ltd as wholly owned subsidiaries companies. Also, Adani Petronet (Dahej) Port Pvt Ltd, a joint venture of the company and Petronet LNG Ltd. (PLL) for development of solid cargo port project at Dahej, Gujarat became a subsidiary company. Adani Logistics Ltd and Inland Conware (Ludhiana) Pvt Ltd merged with Inland Conware Pvt Ltd. Further, Inland Conware Pvt Ltd was renamed as Adani Logistics Ltd. During the year 2010-11, the company incorporated Adani Vizag Coal Terminal Pvt Ltd, Adani International Container Terminal Pvt Ltd, Mundra Port Pty Ltd, Australia and Mundra Port Holdings Pty Ltd, Australia as subsidiary companies. In September 2010, the promoter entities of the company merged with Adani Enterprises Ltd (AEL). Consequently, AEL became the holding company in place of erstwhile Adani Infrastructure Services Pvt Ltd. On 12 December 2010, Mundra Port West basin commenced its commercial operations with the berthing of its first cargo vessel M.V. CSK Beilun with LOA of 289 mtrs and beam of 45 mtrs. With the commissioning of the West Basin, Mundra Port is poised to become the world largest coal import terminal. The name of the company was changed from Mundra Port and Special Economic Zone Ltd to Adani Ports and Special Economic Zone Ltd with effect from January 6, 2012. On 2 July 2012, APSEZ's subsidiary Adani Kandla Bulk Terminal Pvt. Ltd. signed a concession agreement with the Kandla Port Trust to set up a dry bulk terminal at the Kandla Port on build, operate and transfer basis. On 2 July 2013, APSEZ announced that it has formed a joint venture with Switzerland-based MSC Mediterranean Shipping Company, the world's leading shipping company, to operate a new container terminal at Mundra port. On 12 September 2013, APSEZ announced that its Mundra port had handled 151,229 metric tonnes of steam coal in 24 hours, thus setting a new national record in coal cargo handling in the country. On 18 December 2013, APSEZ announced the completion of a Rs 400-crore steam coal import terminal at Visakhapatnam port, eight months ahead of schedule, marking an entry on the east coast of India. On 30 December 2013, APSEZ announced the successful handling of the first liquid consignment at its Hazira port. Mundra Port, the flagship port of APSEZL, achieved a new landmark of handling 100 million metric tonnes in FY 13-14. On 16 May 2014, APSEZ today announced that it has executed a definitive agreement with L&T Infrastructure Development Projects Limited and Tata Steel Limited to acquire Dhamra port, located on the East Coast of India in the state of Odisha, at an enterprise value of Rs. 5500 crore. On 16 July 2014, APSEZ received the environment and coastal regulation zone clearance from the Union Ministry for Environment and Forests, for its special economic zone (SEZ) in Mundra. The SEZ is spread across 8,481 hectares in Mundra and includes the Mundra port. On 10 February 2015, APSEZ announced the commissioning of a bulk terminal at Tuna Tekra, Kanda Port, with an annual handling capacity of over 20 million tones. On 5 December 2015, APSEZ formally began the development of an international transhipment project in Vizhinjam, Kerala. On 20 September 2016, Abbot Point Operations Pty Ltd (APO), an Australian subsidiary of APSEZ entered into an agreement to acquire ownership of Abbot Point Bulkcoal Pty Ltd (APB), an Australian registered company performing the operations and maintenance activities of Abbot Point Coal Terminal in Queensland, Australia. On 20 April 2017, Adani Logistics Ltd., a subsidiary of APSEZ announced the commissioning of commercial operations at its Multimodal Logistics Park at Kilaraipur, Ludhiana in Punjab. On 25 April 2017, APSEZ announced the commissioning of a new container terminal at Mundra port as a joint venture project with CMA Terminals (CMAT) - part of the France based CMA CGM group, owner of one of the world's leading Container Carriers and port operators. APSEZ and CMA CGM will jointly operate the container terminal for 15 years. The partnership has an option to extend the contract twice for 10 more years On 1 June 2017, APSEZ announced that it has begun the construction of the first berth at India's premier and ambitious international transshipment project in Vizhinjam, Kerala. The port location is selected to tap the potential of development as a deep-water international multi-cargo port. During the year the Company has entered into an arrangement with the Adani International Container Terminal Private Limited (AICTPL), a Joint Venture, to sub lease new terminal CT-3 Extension besides CT-3. The said terminal commenced operations w.e.f. November 1, 2017. During the year under review, the Hon'ble National Company Law Tribunal had, vide its order dated August 18, 2017 sanctioned the Scheme of Arrangement between Adani Ports and Special Economic Zone Limited and The Adani Harbour Services Private Limited (the Transferee Company) and their respective shareholders and creditors. The Scheme, with effect from April 1, 2016, inter alia, provided for transfer and vesting of Marine Business Undertaking of the Company to the Transferee Company as a going concern, on Slump Sale basis. During the year, Mundra International Gateway Terminal Private Limited was incorporated as wholly owned subsidiary of the Company on May 17, 2017 with an object to develop, operate, maintain ports and related infrastructure facilities. Adani International Terminals Pte Ltd., Singapore was incorporated as wholly owned subsidiary of the Company on June 30, 2017 with an object to develop, operate, maintain ports and related infrastructure facilities. The Company had 28 (direct and indirect) subsidiaries as on March 31, 2018. Adani Logistics Limited, a wholly owned subsidiary of the Company has acquired 100% stake of Blue Star Realtors Private Limited on April 26, 2018. The company has 58 subsidiary companies (including step-down subsidiaries), 2 joint ventures and 1 associate company as on 31 March 2019. During the FY2019,the company signed definitive agreements to acquire up to 100% stake in Innovative B2B Logistics Solutions Pvt. Ltd, an entity controlled by Private Equity firm True North. The Board, at its meeting held on 04 June 2019, approved a proposal for the Company to buy back its fully-paid-up equity shares of face value Rs 2 each from the eligible equity shareholders of the Company for an amount not exceeding Rs 1,960 crore. The buy-back offer comprised a purchase of 3,92,00,000 equity shares aggregating 1.89% of the paid-up equity share capital of the Company at a price of Rs 500 per equity share. The buyback was offered to all eligible equity shareholders of the Company as on the record date (i.e. 21 June 2019) on a proportionate basis through the Tender offer' route. The Company concluded the buyback procedures on 30 September 2019 and 3,92,00,000 equity shares were extinguished. During the year 2019-20, the Company has issued 2,800 Rated, Listed, Secured Redeemable Non-Convertible Debentures (NCDs) of face value of Rs 10,00,000 each aggregating to Rs 280 crore on a private placement basis listed on the Wholesale Debt Market Segment of BSE Limited. The company has 67 subsidiary companies (including step-down subsidiaries), 2 joint ventures and 1 associate company as on 31 March 2020. During the FY2020,the company acquired 75% controlling stake at Krishnapatnam Port Company Limited. The total capex incurred by the Company at the ports and for acquisition of land and rakes for developing the logistics business was Rs 3,615 crore, which is in line with our overall capex guidance. During the FY2021, the Board of Directors at its meeting held on 03 March 2021 had approved the Composite Scheme of Arrangement between Adani Ports and Special Economic Zone Ltd and Brahmi Tracks Management Services Pvt. Ltd ('Brahmi') and Adani Tracks Management Services Pvt. Ltd ('Adani Tracks') and Sarguja Rail Corridor Pvt. Ltd ('Sarguja') and their respective shareholders and creditors with other applicable provisions a. amalgamation of Brahmi with APSEZ, with effect from the Appointed Date 1 i.e. 01 April 2021,b. amalgamation of Adani Tracks with Sarguja, with effect from the Appointed Date 2 i.e. April 2, 2021,c. transfer of the Divestment Business Undertaking (Mundra Rail Business), as a going concern on Slump Sale basis, with effect from the Appointed Date 2 i.e. April 2, 2021, by APSEZ to Sarguja, for a lump sum consideration,d. upon the Scheme becoming effective, the name of Sarguja, shall stand changed to 'Adani Tracks Management Services Pvt. Ltd.' And various other matters consequential or otherwise integrally connected with the Scheme. Pursuant to the shareholders' approval received at Extra-ordinary General Meeting held on 06 April 2021, the Company has allotted 1,00,00,000 equity shares of the face value of Rs 2 each, at a price of Rs 800 per equity share (at a premium of Rs 798 per equity share), aggregating to Rs 800 crore on 19 April 2021 to Windy Lakeside Investment Ltd. (an affiliate of Warburg Pincus), for cash consideration, by way of a preferential issue on a private placement basis. During the year 2020-21, the Company has issued and allotted 30,000 Rated, Listed, Secured Redeemable Non-Convertible Debentures (NCDs) of face value of Rs 10 lakh each aggregating to Rs 3,000 crore on a private placement basis listed on the Wholesale Debt Market Segment of BSE Ltd. The company has 77 subsidiaries and 7 joint ventures as on 31 March 2021. During the FY2021,the company acquired 15% of its existing operational capacity (as it stood on March 31, 2021). The Company completed the 75% acquisition of the Krishnapatnam port and entered into a definitive agreement for the acquisition of the balance 25% stake at an Enterprise Value of Rs 13,675 crore. The company completed the acquisition of the Dighi port for Rs 705 crore and announced the acquisition of the Sarguja Rail Corridor and Gangavaram port. Adani International Ports Holdings Pte Ltd has been incorporated as a wholly owned subsidiary of the company on 16 June 2021. During the quarter ended 30 June 2021,company's subsidiary has acquired 100% stake of AYN Logistics Infra Pvt Ltd on 04 May 2021. Adani Gangavaram Port Pvt Ltd has been incorporated as a wholly owned subsidiary of the company on 14 July 2021. During year 2021-22, Hon'ble National Company Law Tribunal, Ahmedabad (NCLT) vide its Order dated 27th January, 2022 sanctioned Composite Scheme of Arrangement between Adani Ports and Special Economic Zone Ltd. (the Company) and Brahmi Tracks Management Services Pvt. Ltd. and Adani Tracks Management Services Pvt. Ltd. and Sarguja Rail Corridor Pvt. Ltd. and their respective Shareholders and Creditors, Scheme-1, for allotment of 7,06,21,469 Equity Shares of the Face Value of Rs. 2 each fully paid up to eligible shareholder of Brahmi, in the Share Exchange Ratio (SER), as provided in the Scheme-1, which was made effective on 17th February, 2022 with effect from the Appointed Date i.e. 1st April, 2021. During the year 2021-22, the Board of Directors of the Company at its meeting held on 22nd September, 2021, approved Composite Scheme of Arrangement between Gangavaram Port Ltd. (GPL) and Adani Ports and Special Economic Zone Ltd. (Company) and Adani Gangavaram Port Pvt. Ltd. (AGPPL) and their respective shareholders and creditors for a) amalgamation of GPL with the Company with effect from the Appointed Date 1, i.e. 1st April, 2021, and b) transfer of Divestment Business Undertaking (as defined in the said Scheme -2) as a going concern on a Slump Sale basis, with effect from Appointed Date 2 i.e. 2nd April, 2021, by the Company to AGPPL, which got approved on March 14, 2022, as per Order of Hon'ble NCLT, Ahmedabad. During 2021-22, Company increased ownership from 75% to 100% in Krishnapatnam Port by acquiring 25% stake from Vishwasamudra Holdings on 8th June, 2021. It acquired 31.50% stake in Gangavaram Port Ltd. from Windy Lakeside Investment Ltd. on 16th April, 2021 and 10.4% stake from Government of Andhra Pradesh on 22nd September, 2021. Adani Krishnapatnam Port Ltd., wholly owned subsidiary of the Company, acquired 100% stake of Seabird Distriparks (Krishnapatnam) Pvt. Ltd. on 31st January, 2022. The Adani Harbour Services Ltd., a wholly owned subsidiary of the Company acquired 100% stake of Savijana Sea Foods Pvt. Ltd. and 97.17% stake of Ocean Sparkle Ltd. on 10th May, 2022. APSEZ divested 100% stake of MPSEZ Utilities Ltd. on 16th December, 2021. During the year 2021-22, HDC Bulk Terminal Ltd., EZR Technologies Pvt. Ltd., Adani Gangavaram Port Pvt. Ltd., Seabird Distriparks (Krishnapatnam) Pvt. Ltd., AYN Logistics Infra Pvt. Ltd., Colombo West International Terminal (Private) Ltd., Sri Lanka and Adani International Ports Holdings Pte Ltd., Singapore were formed as subsidiaries of the Company.

Adani Ports & Special Economic Zone Ltd Directors Reports

Your Directors are pleased to present the 23^rd Annual Report along with the Audited Financial Statements of your Company for the financial year ended 31^st March, 2022.

Financial Performance

The Audited Financial Statements of the Company as on 31^st March, 2022, are prepared in accordance with the relevant applicable Ind AS and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act"),

The summarized financial highlight is depicted below:

(Rs. In crore)

1. There are no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year and the date of this report.

2, Previous year figures have been regrouped/re-arranged wherever necessary, Performance Highlights Your Company handled record cargo throughput of 312 MMT in FY 2021-22 (FY22). Mundra Port continues to rank 1^st in terms of total cargo handling and 2^nd in terms of container cargo handling during the year under review.

The key aspects of your Company's consolidated performance during the FY22 are as follows:

¦ Highest ever cargo of 312 MMT, which is a growth of 26% year on year (YoY). All-time high handling of containers, coking coal, edible oil, chemicals, crude, POL and steel.

¦ Accelerated growth for incremental 100 MMT of cargo throughput by achieving it in just 3 years, while the previous 100 MMT was achieved in 5 years and the initial 100 MMT was achieved in 14 years.

¦ Record Container Volume of 8.2 million twenty-foot equivalent units (TEUs), which is a growth of 14% YoY. For the FY22, the dry cargo share is at 50.5%, container at 38%, liquid including crude at 11% and gas at 0.5%

¦ Operating ports portfolio expanded to 12 ports with addition of Gangavaram. FY22 has seen a life-time record performance for Mundra, Dhamra, Ennore, Tuna, and Hazira.

¦ The cargo volume share of non-Mundra ports jumps to 52% from 42% last year. Also, the cargo volume share of east coast ports increased to 38% from 26% last year.

¦ Consolidated Revenue from operations stood at H15,934.03 crore in FY22.

¦ Consolidated profit after tax for the FY22 stood at H4,795.24 crore. Mundra Port:

¦ Reached a distinct milestone of crossing 150 MMT of cargo volume in a year, which is the highest among all ports in India.

¦ Reinforced its premier container terminal position in India by handling 6.5 million TEUs, a growth of

15% YOY

¦ Handled record 18,789 trains, a growth of 19% YoY, implying an improved rail co-efficient and environment friendly operations with lower carbon footprint. Logistics:

¦ Highest ever rail volumes of 403,000 TEUs, a growth of 29% YoY

¦ Added 14 new rakes taking the total count to 75 rakes.

¦ Bulk rake movement (under GPWIS) has witnessed strong growth with 8.7 MMT of cargo transported, which is a growth of 98% YoY

¦ Six Multi-Modal Logistics Park (MMLP) are now operational, including the new MMLP at Nagpur and resumption of operations at Kilaraipur (Ludhiana).

Construction also commenced at three more MMLPs namely Virochannagar, Taloja and Panipat.

¦ Adani Agri Logistics commenced development of five new projects adding a total of 250,000 MT, a growth of 28% to its overall capacity.

The detailed operational performance of the Company has been comprehensively discussed in the Management Discussion and Analysis section which forms part of this Integrated Annual Report.

Dividend

Your Directors have recommended a dividend of 250% (H5) per Equity Share of H2 each and 0.01% dividend on 0.01% Non-Cumulative Redeemable Preference

Shares of H10 each for the FY22. The said dividend, if approved by the shareholders, would involve a cash outflow of H1,056 crore.

The Dividend Distribution and Shareholder Return Policy, in terms of Regulation 43A of the SEBI Listing Regulations is available on the Company's website on https://www.adaniports.com/7media/Project/Ports/ Investor/corporate-governance/Policies/Dividend-Distribution-and-Shareholder-Return-Policy.pdf.

Transfer to Reserves

There is no amount proposed to be transferred to the Reserves. The closing balance of the retained earnings of the Company for FY22, after all appropriations and adjustments was H16,279.96 crore.

Senior Unsecured Notes (‘Notes') Issuance - Rule 144A/Regulation S Offerings

During the year under review, your Company has raised USD 750 million of dual tranche 10.5 year and 20 year Senior Unsecured Notes in global capital markets pursuant to Regulation S and Rule 144A of the U.S. Securities Act.

These Notes are rated Baa3 by Moody's, BBB- by S&P and BBB- by Fitch.

Status of Scheme of Arrangement

A) Sarguja Rail Corridor

During the year under review, Hon'ble National Company Law Tribunal, Ahmedabad ("NCLT'') vide its order dated 27^th January, 2022 sanctioned the Composite Scheme of Arrangement between Adani Ports and Special Economic Zone Ltd. ("CompanyTAPSEZ") and Brahmi Tracks Management Services Pvt. Ltd ("Brahmi") and Adani Tracks Management Services Pvt. Ltd ("Adani Tracks") and Sarguja Rail Corridor Pvt. Ltd ("Sarguja") and their respective shareholders and creditors ("Scheme-1") under sections 230 to 232 and other applicable provisions of the Act.

The Scheme-1 was made effective on 17^th February, 2022 with effect from the Appointed Date i.e. 1^st April, 2021. Pursuant to the Scheme, the Company has allotted 7,06,21,469 Equity Shares of the face value of H2 each fully paid up, to eligible shareholder of Brahmi, in the share exchange ratio, as provided in the Scheme-1.

Accordingly, the equity paid up share capital of the Company stands increased from 204,17,51,761 Equity Shares of H2 each to 211,23,73,230 Equity Shares of H2 each.

B) Gangavaram Port

During the year under review, the Board of Directors of the Company ("Board") at its meeting held on 22^nd September, 2021, approved the Composite Scheme of Arrangement between Gangavaram Port Ltd. ("GPL') and Adani Ports and Special Economic Zone Ltd. ("Company") and Adani Gangavaram Port Pvt. Ltd. ("AGPPL') and their respective shareholders and creditors (the 'Scheme-2') under sections 230 to 232 and other applicable provisions of the Act, which provides as under -

a) amalgamation of GPL with the Company with effect from the Appointed Date 1, i.e. 1^st April, 2021, pursuant to the provisions of Sections 230 - 232 and/or other applicable provisions of the Act and in compliance with Section 2(1B) of the Income Tax Act ("IT Act").

b) transfer of the Divestment Business Undertaking (as defined in the Scheme -2) as a going concern on a Slump Sale basis, with effect from the Appointed Date 2 i.e. 2^nd April, 2021, by the Company to AGPPL, for a lump sum consideration, as provided in Scheme-2, pursuant to the provisions of Sections 230 - 232 and/ or other applicable provisions of the Act and in accordance with Section 2(42C) of the IT Act.

c) Various other matters consequential or otherwise integrally connected herewith.

The Scheme-2 has been approved by the shareholders, secured creditors and unsecured creditors of the Company at their meetings held on 14^th March, 2022, as per direction of Hon'ble NCLT, Ahmedabad.

The Scheme-2 is subject to approval of Hon'ble NCLT, Ahmedabad and Hon'ble NCLT, Hyderabad.

Changes in Share Capital Pursuant to approval of Scheme-1 by the Hon'ble

NCLT, Ahmedabad, the authorized share capital of the Company has been increased from H1,000 crore to H1,100 crore.

Further, the equity paid up share capital of the Company stands increased from 204,17,51,761 Equity Shares of H2 each to 211,23,73,230 Equity Shares of H2 each.

Fixed Deposits

There were no outstanding deposits within the meaning of Section 73 and 74 of the Act read with rules made thereunder at the end of the FY 2021-22 or the previous financial years. Your Company did not accept any deposit during the year under review.

Non-Convertible Debentures

During the year under review, your Company has issued and allotted 10,000 Rated, Listed, Secured Redeemable Non-Convertible Debentures ("NCDs") of face value of H10 lakh each aggregating to H1,000 crore on a private placement basis. These NCDs are listed on the Wholesale Debt Market Segment of BSE Ltd.

Further, on 27^th September, 2021 your Company has redeemed 1,000 NCDs, of face value of H10 lakh each which were issued in 2012 on private placement basis.

Particulars of Loans, Guarantees or Investments

The provisions of Section 186 of the Act, with respect to a loan, guarantee, investment or security is not applicable to the Company, as the Company is engaged in providing infrastructural facilities which is exempted under Section 186 of the Act. The particulars of loans, guarantee and investments made during the year under review are disclosed in the financial statements.

Strategic Acquisition / Divestment

¦ APSEZ increased its ownership from 75% to 100% in Krishnapatnam Port by acquiring 25% stake from Vishwasamudra Holdings on 8^th June, 2021.

¦ APSEZ acquired 31.50% stake in Gangavaram Port Ltd from Windy Lakeside Investment Ltd. on 16^th April, 2021 and 10.4% stake from Government of Andhra Pradesh on 22^nd September, 2021.

¦ Adani Krishnapatnam Port Ltd., wholly owned subsidiary of the Company, acquired 100% stake of Seabird Distriparks (Krishnapatnam) Pvt. Ltd. on 31^st January, 2022.

¦ The Adani Harbour Services Ltd., a wholly owned subsidiary of the Company acquired 100% stake of Savijana Sea Foods Pvt. Ltd. and 97.17% stake of Ocean Sparkle Ltd. on 10^th May, 2022.

¦ APSEZ divested 100% stake of MPSEZ Utilities Ltd. on 16^th December, 2021.

Subsidiaries, Joint Ventures and Associate Companies

A list of bodies corporate which are subsidiaries/ associates/ joint ventures of your Company is provided as part of the notes to consolidated financial statements.

During the year under review, following subsidiaries and joint ventures have been formed/acquired:

¦ HDC Bulk Terminal Ltd.

¦ EZR Technologies Pvt. Ltd.

¦ Adani Gangavaram Port Pvt. Ltd.

¦ Seabird Distriparks (Krishnapatnam) Pvt. Ltd.

¦ AYN Logistics Infra Pvt. Ltd.

¦ Adani International Ports Holdings Pte Ltd.,

Singapore

¦ Colombo West International Terminal (Private) Ltd.,

Sri Lanka

The Adani Harbour Services Ltd., a wholly owned subsidiary of the Company has acquired 100% stake of Savijana Sea Foods Pvt. Ltd. and 97.17% stake of Ocean Sparkle Ltd. on 10^th May, 2022.

The Company has entered into a binding Share Purchase Agreement (SPA) for sale of its investments in Coastal International Terminals Pte Limited, Singapore, which has investments in Myanmar Project. The management has concluded that the net realizable value is higher than the carrying value. Accordingly, assets and liabilities of this entity which includes: non-current assets (including capital work- in-progress) H1,640.30 crore, cash and cash equivalent H23.03 crore, other current assets H0.80 crore and other current liabilities H257.81 crore are classified as held for sale.

Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, the Company has prepared Consolidated Financial Statements of the Company and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1, which forms part of this Integrated Annual Report.

The Annual Financial Statements and related detailed information of the subsidiary companies shall be made available to the shareholders of the holding and subsidiary companies seeking such information on all working days during business hours. The financial statements of the subsidiary companies shall also be kept for inspection by any shareholders during working hours at the Company's registered office and that of the respective subsidiary companies concerned. In accordance with Section 136 of the Act, the audited financial statements, including consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on website of the Company (www. adaniports.com).

Pursuant to Section 134 of the Act read with rules made thereunder, the details of developments of subsidiaries and joint ventures of the Company are covered in the Management Discussion and Analysis section, which forms part of this Integrated Annual Report.

Management Discussion and Analysis

The Management Discussion and Analysis for the year under review, as stipulated under the SEBI Listing Regulations, is presented in a section forming part of this Integrated Annual Report.

Directors and Key Managerial Personnels

As of 31^st March, 2022, your Company's Board had ten members comprising of two Executive Directors, three Non-Executive and Non-Independent Directors and five Independent Directors. The Board has two Women Directors. The details of Board and Committee composition, tenure of directors, areas of expertise and other details are available in the Corporate Governance Report, which forms part of this Integrated Annual Report.

Mr. Gautam S. Adani (DIN: 00006273) has been reappointed as Chairman and Managing Director for a period of five years w.e.f 1^st July, 2022, subject to approval of shareholders of the Company, at the ensuing Annual General Meeting ("AGM").

Mr. Karan Adani (DIN: 03088095) has been reappointed as CEO and Whole Time Director of the Company for a period of five years w.e.f 24^th May, 2022, subject to the approval of shareholders of the Company, at the ensuing AGM.

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of the Company, Mr. Rajesh S. Adani (DIN: 00006322) is liable to retire by rotation at the ensuing AGM and being eligible offers himself for reappointment.

Pursuant to the provisions of Section 149 of the Act, Mr. Bharat Sheth (DIN: 00022102) was appointed as an Independent Director of the Company for a period of three years w.e.f 15^th October, 2019. The Board, on the recommendation of Nomination and Remuneration Committee and after taking into account the performance evaluation of his first term and considering the business acumen, knowledge, experience, skills and contribution, have re-appointed him as an Independent Director for a second term of three consecutive years w.e.f 15^th October, 2022, subject to approval of shareholders at the ensuing AGM. In the opinion of the Board, he possesses requisite expertise, integrity and experience (including proficiency) for re-appointment as an Independent Director of the Company. The terms and conditions of re-appointment of Independent Directors are as per Schedule IV of the Act and SEBI Listing Regulations, and available on Company's website (www.adaniports. com).

The Board recommends the re-appointment of above Directors for your approval. Brief details of Directors proposed to be appointed/ re-appointed, as required under Regulation 36 of the SEBI Listing Regulations, are provided in the Notice of the AGM.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director.

Pursuant to provision of Section 203 of the Act, Mr. Gautam S. Adani, Chairman & Managing Director, Mr. Karan Adani, CEO & Whole-Time Director and Mr. Kamlesh Bhagia, Company Secretary are Key Managerial Personnels of the Company as on 31^st March, 2022.

Committees of Board

During the year under review, with an objective of further strengthen the governance standards so as to match with internationally accepted better practices, the Board had reconstituted certain existing Committees to bring more independence; constituted certain New Committees & Sub-Committees; and amended / adopted the terms of reference of the said committees. Most of the Committees consist of majority of Independent Directors.

Details of various Committees constituted by the Board, including the committees mandated pursuant to the applicable provisions of the Act and SEBI Listing Regulations, are given in the Corporate Governance Report, which forms part of this Integrated Annual Report.

Number of meetings of the Board

The Board met 8 (eight) times during the year under review. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report.

Independent Directors' Meeting

The Independent Directors met on 12^th March, 2022, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole alongwith the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Board Evaluation and familiarization programme

The Nomination and Remuneration Committee engaged M/s Grant Thornton Bharat LLP, external advisory firm, to facilitate the evaluation and effectiveness process of the Board, its Committees and Individual Directors for the FY 2021-22.

A detailed Board effectiveness assessment questionnaire was developed by advisory firm based on the criteria and framework adopted by the Board. Virtual meetings were organized with the Directors and discussions were held on three key themes i.e. strategic priorities, fit-for-purpose/ capability and focus on Environment, Social and Governance ("ESG").

The results of evaluation showed high level of commitment and engagement of Board, its various committees and senior leadership. The recommendations arising from the evaluation process were discussed at the Independent Director's meeting held on 12^th March, 2022, Nomination and Remuneration Committee meeting and Board meeting held on 10^th May, 2022 and 24^th May, 2022, respectively. The same were considered by the Board to optimize the effectiveness and functioning of Board and its Committees.

Policy on Directors' appointment and remuneration

The Company's policy on Directors' appointment and remuneration and other matters ("Remuneration Policy") provided in Section 178(3) of the Act is available on the website of the Company at https://www.adaniports.com/Investors/Corporate- Governance.

We affirm that the remuneration paid to the directors is as per the terms laid out in the Remuneration Policy.

Directors' Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board, to the best of their knowledge and based on the information and explanations received from the Company, confirm that:

a. in the preparation of the Annual Financial Statements, the applicable accounting standards have been followed and there are no material departures;

b. they have selected such accounting policies and applied them consistently and judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. they have prepared the Annual Financial Statements on a going concern basis;

e. they have laid down internal financial controls to be followed by the Company and such internal financial control are adequate and operating effectively;

f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Internal Financial control system and their adequacy

The details in respect of internal financial control and their adequacy are included in Management

Discussion and Analysis section, which forms part of this Integrated Annual Report.

Risk Management

The Board has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses are systematically addressed through mitigation actions on a continual basis. Further, details are included in the separate section forming part of this Integrated Annual Report.

Board policies

The details of the policies approved and adopted by the Board as required under the Act and SEBI Listing Regulations are provided in Annexure-A to this report.

Corporate Social Responsibility ("CSR")

The Company has changed the nomenclature of "Sustainability and Corporate Social Responsibility Committee" to "Corporate Social Responsibility Committee" and has approved the revised terms of reference. The brief details of Committee are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report. The CSR policy is available on the website of the Company at https://www.adaniports.com/Investors/Corporate- Governance. The Annual Report on CSR activities is annexed and forms part of this report.

Further, the Chief Executive Officer of the Company has certified that CSR spends of the Company for the FY 2021-22 have been utilized for the purpose and in the manner approved by the Board.

Corporate Governance Report

The Company is committed to good corporate governance practices. The Corporate Governance Report as stipulated by SEBI Listing Regulations, forms part of this Integrated Annual Report along with the required Certificate from a Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated.

In compliance with Corporate Governance requirements as per the SEBI Listing Regulations, your Company has formulated and implemented a Code of Conduct for all Board members and senior management personnel of the Company (Code of Conduct), who have affirmed the compliance thereto.

The Code of Conduct is available on the website of the Company at https://www.adaniports.com/-/ media/Project/Ports/Investor/corporate-governance/

Policies/Code_of_Conduct.pdf

Business Responsibility & Sustainability Report

The Company has voluntarily provided the Integrated

Report, which encompasses both financial and nonfinancial information to enable the stakeholders to take well informed decisions and have a better understanding of the Company's long-term perspective.

In our constant endeavor to improve governance, your Company has, on a voluntary basis, transitioned to Business Responsibility & Sustainability Report ("BRSR") for the year ended 31^st March, 2022, which forms part of this Integrated Annual Report.

Annual Return

Pursuant to Section 134(3) (a) of the Act, the draft annual return as on 31^st March, 2022 prepared in accordance with Section 92(3) of the Act is made available on the website of the Company and can be assessed using the link https://www.adaniports.com/-/ media/Project/Ports/Investor/Investor-Downloads/ Annual-ReturnZAnnual-Return-2022.pdf.

Transactions with Related Parties

All transactions with related parties are placed before the Audit Committee for its approval. An omnibus approval from Audit Committee is obtained for the related party transactions which are repetitive in nature.

All transactions with related parties entered into during the financial year were at arm's length basis and in the ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and the

Company's Policy on Related Party Transactions.

Your Company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Act and SEBI Listing Regulations. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC 2, is not applicable.

The Directors / members of the Audit Committee abstained from discussing and voting in the transaction(s) in which they were interested.

The Company did not enter into any related party transactions during the year which could be prejudicial to the interests of minority shareholders.

No loans / investments to / in the related party have been written off or classified as doubtful during the year.

The Policy on Related Party Transactions is available on the Company's website and can be assessed using the link https://www.adaniports.com/Investors/ Corporate-Governance.

General Disclosure

Neither the Executive Chairman nor the CEO of the Company received any remuneration or commission from any of the subsidiary of your Company.

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/events on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of Shares (Including Sweat Equity Shares) to employees of the Company under any scheme.

3. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company's operation in future.

4. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Act).

5. Change in the nature of business of your Company.

6. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

7. One time settlement of loan obtained from the banks or financial institutions.

Insurance

Your Company has taken appropriate insurance for all assets against foreseeable perils.

Statutory Auditors & Auditors' Report

As per Section 139 of the Act read with rules made thereunder, as amended, the first term of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No 117366W/W-100018), as the Statutory Auditors of the Company, expires at the conclusion of the ensuing AGM and they are eligible for re-appointment for a second term of 5 (five) years. Your Company has received letter from M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141 of the Act read with rules made thereunder and that they are not disqualified for such re-appointment.

Your Directors recommend the re-appointment of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, as Statutory Auditors of the Company to hold office from the conclusion of this AGM till the conclusion of 28^th AGM of the Company to be held in the calendar year 2027.

Representative of the Statutory Auditors of the

Company had attended the last AGM of the Company held on 12^th July, 2021.

The Notes to the financial statements referred in the Auditors' Report are self-explanatory. There are no qualifications or reservations, or adverse remarks or disclaimers given by Statutory Auditors of the

Company and therefore do not call for any comments under Section 134 of the Act. The Auditors' Report is enclosed with the financial statements in this Integrated Annual Report.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the Board has re-appointed Mr. Ashwin Shah, Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the FY 2021-22 is provided as Annexure-B of this report. There are no qualifications, reservations or adverse remarks or disclaimers in the said Secretarial Audit Report.

As per the requirements of SEBI Listing Regulations, Practicing Company Secretaries of the respective material subsidiaries of the Company have undertaken secretarial audits of these subsidiaries for FY 2021-22. The Secretarial Audit Report confirms that the material subsidiaries have complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or non-compliances and forms part of this Integrated Annual Report.

Secretarial Standards

During the year under review, the Company has complied with all the applicable provisions of

Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India.

Investor Education and Protection Fund (IEPF)

During the year, the Company has transferred the unclaimed and un-encashed dividends for the FY 2013-14 (final) amounting to H10,44,560. Further, 19,921 corresponding shares on which dividends were unclaimed for seven consecutive years were transferred as per the requirements of the IEPF Rules. The details of the resultant benefits arising out of shares already transferred to the IEPF, year- wise amounts of unclaimed / un-encashed dividends lying in the unpaid dividend account up to the year, and the corresponding shares, which are liable to be transferred, are provided in the Shareholder information section of the Corporate governance report and are also available on our website (www. adaniports.com).

Reporting of frauds by auditors

During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances of fraud committed against the Company by its officers or employees to the Audit Committee or the Board under section 143(12) of the Act.

Particulars of Employees

The Company had 2,736 employees (on consolidated basis) as of 31^st March, 2022.

The percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel (KMP) (as required under the Act) to the median of employees' remuneration, as required under Section 197 of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in Annexure-C of this report.

The statement containing particulars of employees as required under Section 197 of the Act, read with rule 5(2) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014, is provide in a separate annexure forming part of this report. In terms of Section 136 of the Act, the Annual Report is being sent to the shareholders and others entitled thereto, excluding the said annexure which is available for inspection by the shareholders at the Registered Office of the Company during business hours on working days of the Company. If any shareholder is interested in obtaining a copy thereof, such Shareholder may write to the Company Secretary in this regard.

Prevention of Sexual Harassment at Workplace

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has constituted Internal Complaints Committees (ICs), at all relevant locations across India to consider and resolve the complaints related to sexual harassment. The ICs includes external members with relevant experience. The ICs, presided by a senior women, conduct the investigations and make decisions at the respective locations. The ICs also work extensively on creating awareness on relevance of sexual harassment issues, including while working remotely.

During the year under review, the Company has not received any complaint pertaining to sexual harassment.

All new employees go through a detailed personal orientation on anti-sexual harassment policy adopted by the Company.

Vigil Mechanism

The Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177 of the Act and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation.

The vigil mechanism of the Company provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases.

No person has been denied access to the Chairman of the Audit Committee. The said policy is uploaded on the website of the Company at https://www. adaniports.eom/-/media/Project/Ports/Investor/ corporate-governance/Policies/Whistle-Blower-

Poliey.pdf.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with rule 8 of the Companies (Accounts) Rules, 2014, as amended is provided as Annexure-D of this report.

Acknowledgement

Your Directors are highly grateful for all the guidance, support and assistance received from the Government of India, Governments of various states in India, Maritime Boards, concerned Government departments, Financial Institutions and Banks. Your Directors thank all the esteemed shareholders, customers, suppliers and business associates for their faith, trust and confidence reposed in the Company.

Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that the Company continues to grow and excel.

Adani Ports & Special Economic Zone Ltd Company Background

Adani Ports & Special Economic Zone Ltd Company Management

Adani Ports & Special Economic Zone Ltd Listing Information

Adani Ports & Special Economic Zone Ltd Finished Product