About Adani Ports & Special Economic Zone Ltd

Adani Ports and Special Economic Zone Ltd 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 India's largest private port and Special Economic Zone. It is engaged in the business of developing, operating and maintaining the Mundra Port and Port based related infrastructure facilities, including Multi product Special Economic Zone, promoted by Adani Group, one of India's largest business conglomerates. APSEZ 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. The Company had 28 (direct and indirect) subsidiaries as on March 31, 2018. 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. Adani Logistics Limited, a wholly owned subsidiary of the Company has acquired 100% stake of Blue Star Realtors Private Limited on April 26, 2018.

Adani Ports & Special Economic Zone Ltd Chairman Speech

Dear Stakeholders,

The Webster definition of resilience is, 'the capability of a strained body to recover its size and shape after deformation caused especially by compressive stress'. It's hard to believe that it was less than three months ago, on March 11, 2020 that the World Health Organization (WHO) declared the outbreak of COVID-19 as a pandemic, meaning COVID-19 has spread worldwide. If there ever has been a time when the need for global resilience has been critical, it is now.

The Power to Overcome

At times like this, one looks for inspiration. In this context Wayne Muller, a well-known author, writes that for thousands of years, humankind has suffered famine, war, plague, hunger, and countless injustices; it has experienced numberless births and deaths. Each community of people has had to some way to speak about what sustained them or brought them grace even in the midst of terrible sorrow. We have struggled to name this human trait, the universal force that makes the grass improbably push its way through concrete, the force that turns the earth, the energy that we seem to possess, blesses all life, the essential presence in our deepest nature that can never be spoken of with perfect accuracy, yet makes us what we are. History is one big story of human overcoming. It's what we are born to do.

Decisive Governance

What we must realise is that there are no absolute right or wrong ideas. What is required during an unprecedented, hard to model crisis like the COVID-19, is a government that is willing to make decisions based on best available information at a given point of time and is constantly adapting as new information becomes available. For this, the Indian government and bureaucracy must be complimented. Countries with greater resources than ours have struggled and, while our battle with the virus is far from over, I have no hesitation in stating that had the decisions that got made been delayed, we could have been facing an unmitigated disaster that would not just impact India but have global ramifications. Yes, business has suffered immensely, lives and jobs have been lost, and the migrant worker crisis saddened the entire nation, but the consequences of the unknown alternates would be far grimmer. What the leaders of our nation, the doctors, the healthcare workers, the police, the army, the small street side vendors, and the citizens have done to support each other, is truly what defines India and its resiliency. Add to this the fact that the government is now able to carry out direct benefits transfer as a result of the integrated approach it has built through the Jan Dhan, Aadhaar and Mobile linking systems and we start seeing the benefits of the government's that had the vision to put in place the infrastructure we need to be able to handle such a crisis.

The Possibilities

Sitting where we are today, I can say that history is in process of being scripted. I will be the first to admit that I have no way of predicting the short or mid-term possible economic outcomes as a result of COVID-19. However, there cannot be any denying the fact that India, over the next several decades, will be a market continuously on the up and one that simply cannot be ignored. It will be one of the world's top consumption centres, manufacturing and service hubs and a beacon of stable democratic governance. If there was a time to make a bet on India, there may not be a better time than now. What I can predict is that on the other side of this crisis will emerge massive new opportunities, will emerge great new leaders, will emerge businesses, and will emerge a few stronger nations. Those that succeed, will be the ones that understand that resilience is built on the other side of the tunnel of crisis, and we are already getting ready for this.

Resilient Group Performance

I am pleased to report that each one of our six publicly traded companies has performed well even as we started to confront the trying circumstances following the first few weeks of 2020. While we may have to do need-based course correction in our strategies in the wake of the challenge that we are facing, the roadmap remains clear. Our businesses are closely aligned to the lifeline of the economy, providing essential services to enhance the quality of life of citizens and addressing critical national infrastructure priorities. We look at our Group companies as individual growth drivers that complement each other's strengths.

Any shock to a system always helps drive home some key points, and what the Indian businesses have learnt over the past few years and most certainly post COVID-19, is the value of an optimal, and perhaps for some sectors, a conservative capital structure as well as the criticality to have systematic risk mitigation plans in place. Both, optimal capital structures and risk mitigation is a part of the maturing of the business philosophies as they grow in size, and lays the foundation for stability as well as consistent value creation.

At the Group level, our focus is on optimising capital utilisation, redesigning the organisational structure to minimise risk in our businesses and funding operations in phases. I am happy to share that during the year, the Group has been able to bring strategic global equity partners in Adani Gas Ltd., Adani Green Energy Ltd and Adani Mumbai Electricity Ltd. The total investment is $1.6 billion; and will help drive future growth of our businesses. It is also pertinent to mention that AEML (part of Adani Transmission) recently completed an investment grade, $1 billion bond issuance, a first by a private integrated utility from India. The issue generated significant interest from international investors and was oversubscribed 5.9 times. I must also mention here that APSEZ raised $750 million by selling overseas bonds, the proceeds from which would be used for fund expansion and further reduce the cost of debt and progressively deleverage the balance sheet. In the preceding 12 months, the Group has successfully placed seven bonds in the international markets, totaling to $4.26 billion.

APSEZ Continues to Execute on its Strategy

APSEZ as the country's largest port player continued its steady journey in enhancing market share. Notwithstanding macro challenges and a rather sluggish demand environment for the entire reporting year, we accomplished a year-on-year cargo volume of 223 MMT, a growth of 7%. Our container volume grew by 8%, coal by 5% and liquid by 16%. The broad strategy of making our cargo mix more balanced continues to be executed effectively.

The Company's resilience to withstand headwinds is vindicated by its long-term contracts that extend up to five years or more to provide adequate cargo visibility. I am happy to state that during the year, the volume of such contracts constituted 60% of total volumes at Adani Ports thereby making us less susceptible to short-term demand volatility.

APSEZ has also continued to strengthen its capital management programme and the focus is on reducing interest costs, elongating maturities and optimising capital structure. This ensures highest growth adjusted return on capital employed (ROCE) amongst global peers. Maintaining investment grade (IG) rating is paramount and forms the guiding principle, while leveraging our balance sheet.

Acquisitions and Diversification

Our targeted acquisition strategy continues as we expand geographically as well as integrate vertically. We expect to complete the planned acquisitions of Dighi and Krishnapatnam ports by the third quarter of FY21. Our acquisitions will help accelerate our stride towards our FY25 vision of handling 400 MMT of cargo. We are also taking every feasible strategy to diversify our portfolio in these uncertain times and our commissioning of India's Mundra LNG and LPG terminals validate this reality. When the economy gradually picks up momentum, we will steadily ramp up volumes, rationalise our cost structure and sharpen our focus on addressing customer needs. APSEZ expects to continue to enhance shareholder return through better capital allocation, cost rationalisation and going from being a dedicated ports player to an end-to-end logistics player.

APSEZ also continues to diversify, invest and grow its logistics business to provide comprehensive end-to-end solutions to its customers and bringing the port gate and customer gate closer. During the year, APSEZ acquired B2B logistics, bought new rakes and invested in warehouses to work closer with customers and become an intrinsic and important part of their supply chain. The continuous and rapid investment in the logistics space will transform APSEZ from a port centric business to a transport and logistics platform.

Environment, Social, and Governance (ESG) Approach

Along with focus on the financial and operational performance, APSEZ is equally committed to strengthening its ESG performance across the operational ecosystem. We have embedded the ESG framework to our core philosophy of value creation keeping the interests of investors, community, and the environment in focus. Our sustainability roadmap is based on formulating appropriate policies, conforming to regulatory norms, making regular disclosures, setting targets for minimising our environmental footprint and strengthening corporate governance to meet those targets. Our business model is closely attuned to three primary focus areas, which are reducing carbon emission, resource management and waste management. Our integrated waste management encompasses the 5R (Reduce, Reuse, Reprocess, Recycle, Recover) Principle. Efficient use of water and energy from cleaner sources, reduction of emission levels and ensuring zero tolerance for fatalities at our ports continue to be our top priorities.

Group's Sustainability Journey

Our journey towards sustainability accelerated over the past 12 months. We are now leading the clean energy transformation taking place not just in India, but globally, and our Group is building one of the largest integrated energy portfolios. Our vision is to become the world's largest solar power company by FY25, and the largest renewable power company by FY30. I must mention here that our Group and total signed definitive agreements to deepen our existing partnership and commitment for developing multi-energy offerings for the Indian energy market. We are fully committed to supporting our nation in diversifying its energy mix through partnerships in natural gas and solar energy.

Growth with Goodness

We, at the Adani Parivar, are the COVID-19 battle unitedly. Our Foundation has contributed Rs 100 crore to the Prime Minister's Citizen Assistance and Relief in Emergency Situations Fund (PM CARES Fund). I am equally grateful to our workforce in India for contributing Rs 4 crore for the battle against COVID-19. It is because of the solidarity demonstrated by this workforce of over 17,000 people that our Foundation could add another Rs 4 crore, collectively contributing another Rs 8 crore towards COVID-19 relief projects in India. As a responsible corporate, we will continue to stand by the nation in various capacities in this hour of need. On that note, I must also take this opportunity to thank our teams for the following measures:

• Adani Foundation contributed Rs 5 crore to the Gujarat CM-Relief Fund and Rs 1 crore to the Maharashtra CM Relief Fund; we have also contributed to Kattupalli District Collector COVID-19 Fund and the Bhadra District Administration.

• The Foundation is also contributing to the CM-Relief Funds of many other states such as Kerala, Jharkhand, Andhra Pradesh.

• Women cooperatives aided by Adani Saksham produced more than 1.2 lakh masks to help economically disadvantaged sections of the population.

• Gujarat Adani Institute of Medical Sciences (GAIMS) is the only hospital equipped for handling COVID-19 cases in Kutch, India's largest district.

In times such as this the spirit and compassion of our people reinstates my belief in our core philosophy of Growth with Goodness. Let all of us contribute to help our nation rise above this crisis. It may take time, but there is ample optimism to show that it is possible.

Together, we will stay resilient and hopeful in these testing times.

Gautam Adani

Adani Ports & Special Economic Zone Ltd Company History

Adani Ports and Special Economic Zone Ltd 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 India's largest private port and Special Economic Zone. It is engaged in the business of developing, operating and maintaining the Mundra Port and Port based related infrastructure facilities, including Multi product Special Economic Zone, promoted by Adani Group, one of India's largest business conglomerates. APSEZ 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. The Company had 28 (direct and indirect) subsidiaries as on March 31, 2018. 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. Adani Logistics Limited, a wholly owned subsidiary of the Company has acquired 100% stake of Blue Star Realtors Private Limited on April 26, 2018.

Adani Ports & Special Economic Zone Ltd Directors Reports

Dear Shareholders,

Your Directors are pleased to present the 21st Annual Report along with the audited financial statements of your Company for the financial year ended on March 31, 2020.

Financial Performance

The audited financial statements of the Company as on March 31, 2020 are prepared in accordance with the relevant applicable Ind AS and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and provisions of the Companies Act, 2013 ("Act").

The summarised financial highlight is depicted below:

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

Performance Highlights

Your Company handled record cargo throughput of 223 MMT in FY 2019-20. Mundra Port continues to rank 1st in terms of total cargo handling and 2nd in terms of container cargo handling during the year under review. The other ports developed and being operated by your Company at Hazira, Tuna, Dhamra, Murmugao, Vizag, Ennore and Kattupalli have also performed well.

The key aspects of your Company's consolidated performance during the financial year 2019-are as follows:

• Handled cargo of 223 MMT, a growth of 7% YOY surpassing all India cargo growth of 5.4%.

• Container volume crossed 6.25 million TEUs an increase of 8% on YOY basis.

• Consolidated revenue from operations stood at Rs 11,873.07 crore in FY 2019-20.

• Profit after tax for the FY 2019-20 stood at Rs 3,784.53 crore.

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

COVID-19

Due to outbreak of COVID-19 globally and in India, the Company's management has made initial assessment of likely adverse impact on business and financial risks on account of COVID-19. It is well appreciated that the situation as well as its assessment is continuously evolving and the way ahead is to avoid living in denial leading to acceptance & pro-active measures. The Company's management currently believes that the impact is likely to be short term in nature. Given the severity of impact, this financial year is likely to get affected, but also given the measures from Government and inherent resilience in Indian Economy, next year onwards are expected to show normal growth scenarios. Accordingly, at present the management does not see any medium to long term risks in the Company's ability to continue as a going concern and meeting its liabilities as and when they fall due, and compliance with the debt covenants, as applicable.

Dividend

During the year under review, the Company has distributed an interim dividend of 160% (Rs 3.20 per equity share of Rs 2 each) on the equity shares.

Your Directors wish to conserve resources for future expansion and growth of the Company. Hence, your Directors have decided not to declare any further final dividend for the year under review.

Your Directors have recommended 0.01% dividend on 0.01% Non-Cumulative Redeemable Preference Shares of Rs 10 each for the financial year 2019-20.

The outgo on account of interim dividend is Rs 650.16 crore.

Transfer to Reserves

The Company proposes to transfer Rs 125.65 crore to Debenture Redemption Reserve out of the amount available for appropriation.

Buy-back of Equity Share

In line with the Capital Allocation Policy, the Board, at its meeting held on June 4, 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. June 21, 2019) on a proportionate basis through the ‘Tender offer' route. The Company concluded the buyback procedures on September 30, 2019 and 3,92,00,000 equity shares were extinguished. The Company has utilised securities premium and general reserve for the buyback of its shares. In accordance with Section 69 of the Act, the Company has created a Capital Redemption Reserve of Rs 7.84 crore equal to the nominal value of the shares bought back as an appropriation from the general reserve.

US Bond Issuance - Rule 144A/Regulation S Offerings

During the year under review, your Company issued USD 750 million 4.375% Senior Unsecured Notes due 2029 and USD 650 million 3.375% Senior Unsecured Notes due 2024. These Notes are rated Baa3 (Stable) by Moody's, BBB- (Stable) by S&P and BBB- (Stable) by Fitch.

The Company has announced the settlement of its cash tender offer for any and all of its USD 650 million 3.50% Senior Notes due 2020, out of which USD 280,812,000 Notes were redeemed. The balance USD 369,188,000 Notes were redeemed pursuant to the terms of the trust deed dated July 29, 2015.

Redemption of Non-Cumulative Redeemable Preference Shares

During the year under review, your Company has redeemed 309,213 Non-Cumulative Redeemable Preference Shares of Rs 10 each issued at premium of Rs 990 per share prior to its maturity at net present value discounted @ 8%.

Fixed Deposits

During the year under review, your Company has not accepted any fixed deposits within the meaning of Section 73 of the Act read with rules made there under.

Non-Convertible Debentures

During the year under review, your 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.

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 details of investments made during the year under review are disclosed in the financial statements.

Subsidiaries, Joint Ventures and Associate Companies

Your Company has 67 subsidiary companies (including step-down subsidiaries), 2 joint ventures and 1 associate company as on March 31, 2020.

During the year under review, following changes have taken place in subsidiary/ step down subsidiary companies:

Subsidiary Companies formed

• Adani Pipelines Pvt. Ltd.

• Adani Tracks Management Services Pvt. Ltd.

• Bowen Rail Operations Pte Ltd, Singapore

• Adani Bangladesh Ports Private Limited, Bangladesh

Step down Subsidiary Companies formed/ acquired

• Adani Logistics Services Pvt. Ltd.

• Adani Forwarding Agent Pvt. Ltd.

• Adani Noble Pvt. Ltd.

• Adani Cargo Logistics Pvt. Ltd.

• Adani Logistics Infrastructure Pvt. Ltd.

• Bowen Rail Company Pty Ltd, Australia

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 forms part of this Annual Report.

The annual financial statements and related detailed information of the subsidiary companies shall be made available to the members 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 members 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, www.adaniports.com. Pursuant to Section 134 of the Act read with rules made thereunder, the details of developments of subsidiaries of the Company are covered in the Management Discussion and Analysis Report which forms part of this Report.

Directors and Key Managerial Personnel

Mr. Bharat Sheth (DIN: 00022102) was appointed as an Additional Director and also an Independent Director for period of three consecutive years w.e.f October 15, 2019, subject to approval of members at the ensuing Annual General Meeting. He holds office upto the ensuing Annual General Meeting.

Mr. Sanjay Lalbhai (DIN: 00008329) and Mrs. Radhika Haribhakti (DIN: 02409519) ceased as an Independent Directors of the Company upon completion of term on August 8, 2019 and March 31, 2020 respectively. The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed in Section 149(6) 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 Independent Director.

Pursuant to the requirements of the Act and Articles of Association of the Company, Mr. Karan Adani (DIN: 03088095) is liable to retire by rotation and being eligible offers himself for re-appointment.

The Board recommends the appointment/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 Annual General Meeting.

During the year under review, there has been no change in the Key Managerial Personnel.

Directors' Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, state the following:

a. that in the preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies have been selected and applied consistently and judgements and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2020 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken 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. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial control were adequate and were operating effectively;

f. that proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Policies

During the year under review, the Board of Directors of the Company has amended /approved changes in Related Party Transaction Policy and Code of internal procedures and conduct for regulating, monitoring and reporting of Trading by Insiders to comply with the recent amendments in the Act and SEBI Listing Regulations.

Number of Board Meetings

The Board of Directors 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 Report.

Independent Directors' Meeting

The Independent Directors met on March 17, 2020, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole, 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

The Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process and it covers various aspects of the Board functioning such as composition of the Board & Committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgement, governance issues etc.

A structured questionnaire was circulated to the Board members in this connection. The Directors participated in the evaluation survey and review was carried out through a peer-evaluation excluding the Director being evaluated. The result of evaluation was discussed at the Independent Director's meeting held on March 17, 2020 and in the Board meeting held on May 5, 2020.

Policy on Directors' Appointment and Remuneration

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

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 Report which forms part of this report.

Risk Management

The Board of the Company 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.

Committees of Board

Details of various committees constituted by the Board of Directors as per the provisions of the Act and SEBI Listing Regulations are given in the Corporate Governance Report which forms part of this report.

Sustainability and Corporate Social Responsibility

The Company has constituted a Sustainability and Corporate Social Responsibility Committee and has framed a Policy. The brief details of Committee are provided in the Corporate Governance Report. The Annual Report on CSR activities is annexed and forms part of this report. The policy is available on the website of the Company at https:// www.adaniports.com/Investors/Corporate-Governance.

Corporate Governance and Management Discussion and Analysis

Separate reports on Corporate Governance compliance and Management Discussion and Analysis as stipulated by SEBI Listing Regulations forms part of this Annual Report along with the required Certificate from a Practising 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, who have affirmed the compliance thereto.

Business Responsibility Report

The Business Responsibility Report for the year ended March 31, 2020 as stipulated under Regulation 34 of SEBI Listing Regulations is annexed which forms part of this Annual Report.

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 Committee which is responsible for redressal of complaints related to sexual harassment. During the year under review, there were no complaints pertaining to sexual harassment.

Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed to this report as Annexure-A.

Related Party Transactions

All the related party transactions entered into during the financial year were on an arm's length basis and were in the ordinary course of business. Your Company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Act.

Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC 2 is not applicable.

During the year under review, your Company has entered into transactions with related party which would be material as per Regulation 23 of the SEBI Listing Regulations and the details of the said transactions are provided in the Annexure to Notice of the Annual General Meeting.

Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company's future operations.

Insurance

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

Sustainability

Business sustainability is an important part of decision-making process for your Company. Sustainability framework provides input to identify risks and opportunities and formulate mitigation strategy. All the subsidiaries and joint ventures are also part of the sustainability framework. This framework widely covers all the aspects of Environmental, Social and Governance (ESG) right from assessing topics material to business by considering risks, externalities, and stakeholders' concern; prioritised to be relevant in short, recover in medium and resilient in long term. The entire process is overseen by Board and other concerned committees for the long-term success of the business.

Your Company believes stakeholder engagement finds its place at the core of business strategies which thrives for inclusive development therefore the Company has outlined its commitment in stakeholder engagement policy and developed the stakeholder engagement procedure.

Your Company engages with national/international NGOs and Not-for-Profit organisations to align its ESG performance to the global standard. Your Company discloses its climate change and water security performance to CDP, Communications on Progress (COP) to UNGC, and sustainability performance to GRI. We engage with RE 100 to set the renewable energy targets, WRI/ WBCSD to adopt GHG protocols for GHG emission management, IUCN for biodiversity management, World Economic Forum (WEF), Confederation of Indian Industries (CII) for consulting services and policy advocacy. We have also set regional targets of Sustainable Development Goals (SDGs) as per our business activities.

At Adani Ports and Special Economic Zone Ltd. (APSEZ), Quality, Health, Safety and Environmental (QHSE) responsibilities are integral to its operations. Your Company has been certified International Standards ISO 9001:2015, ISO 14001:2015, ISO 45001:2018, ISO 28000:2007 certifications meeting the requirements for an Integrated Management System (IMS) as part of its objective to improve quality, health, safety and environment in the work place.

Environmental

Your Company has taken several steps to become Green Port by Natural Capital Management and adopting best practices across all the operational sites. We ensure compliance to environment and related applicable regulations and continually improves its performance.

Energy is an important indicator for port operations as it contributes to GHG emissions. Your Company is taking several initiatives for energy conservation through various energy efficiency enhancement programmes, which not only results in environmental benefits but also reduces the operational costs.

Your Company and other subsidiaries have almost doubled the renewable energy capacity by installing 8.88 MW solar rooftop in FY20 increasing overall capacity to 19 MW. The renewable energy share is 3.3% of energy mix which supports to the SDG target 7.2.1 of Goal 7. Your Company and its subsidiaries have decreased its energy consumption by 4% and intensity by 14% against revenue generated (INR in crore) which support to the SDG target 7.3.1 of Goal 7. Correspondingly reduced GHG emissions (Scope 1 & 2) by 1% and intensity by 12% against revenue generated (INR in crore) which supports to the country's NDC target of lower the emission intensity of GDP by 33-35% by 2030 below 2005 level. Your Company has saved 15,320 tCO2e emissions through renewable energy projects during FY20.

Water is being an important resource; its management is always a key concern for the Company. Your Company is putting best efforts for effective water management practices for reduction in water consumptions and thereby reducing the water withdrawal as part of the water management plan. Your company has created a sewage collection infrastructure at Mundra & other two nearby villages and laid down pipeline to channelise 2.5 MLD untreated sewage water to our treatment facilities in FY20. By this initiative, your company is supporting to SDG target "6.3 Improve water quality by reducing pollution" of Goal 6. Your company has carried out rain water harvesting at Dhamra and Kattupalli sites and harvested rain water has been used for horticulture requirements. Your Company and its subsidiaries have increased its water consumption by 8% and its intensity has been decreased by 3% against revenue generated (INR in crore) than previous year. However, fresh water withdrawal has been reduced by 2% compared to previous year. 528 ML of treated wastewater was reused in our operations.

The Company has developed a vision for "Zero Waste to landfill" and has taken various initiative inline to 5 R's (Reduce, Reuse, Reprocess, Recycle, Recover) towards making APSEZ a Zero Waste Company. The Company's wastes (Hazardous and Non-hazardous) generated from our port sites have been decreased by 18% in FY 20. We have state-of-art wastes management facility for collection segregation, storage and disposal. During FY20, 28% waste sell for recycle and 25% to reprocess, 34% sent for recovery as co-processing, 8% is reused within operation and maintenance activities, 2% sent for incineration and 3% for landfilling.

The Company has created terrestrial green cover over an area of 745 hectares across all ports, ICDs, and agri-logistics sites. The Company has completed the mangrove afforestation in 2,889 hectares by 2018 and continuing mangrove conservation of 2,340 hectare at Mundra, Gujarat and 9 hectares at Dhamra, Odisha. A unique pilot project of development of bio-shield for protection of coastal areas has been completed at Tankari village Jambusar, Gujarat and a new bio-shield project has been initiated at Malpur village, Jambusar, Gujarat.

Occupational Health and Safety

Apart from the ISO certification, your Company has adopted its own Safety Management System (SMS) which is based on the philosophy that safety is primarily line management's responsibility. The SMS comprises 20 elements, with each element being owned by an element owner who is from the line management at business site. These element owners are accountable for implementation, monitoring and sustenance of their respective element.

Your Company aspires to be a globally admired Occupational, Health and Safety (OHS) leader in infrastructure space. The 10 lifesaving safety rules are non-negotiable and sacrosanct.

The HSE policy, OHS vision & mission and 10 Life Saving Rules have been communicated to all the stakeholders. Further, to give impetus to organisation's HSE & well-being, messages have been issued by the senior leadership team emphasising the "Safety First" culture.

The Company has taken following major initiatives to advance the HSE commitment:

Significant Safety Initiatives

• Successfully completed IMS surveillance audit for Ports / Terminals at Dahej, Mundra, Dhamra, Goa, Hazira and Tuna.

• Business wide implementation of Adani Group Safety Management System. Till date 1 Site is certified as Level 2, 5 Port Sites are certified as Level 1 and 3 Port Sites are Level 0 certified.

• Have clocked more than 84 million man hours, inducted more than 2,03,952 workers and trained more than 1,69,344 workers and employees.

• Have implemented online OHS ERP solution Adani Gensuite, through which any employee / worker can report a safety concern using his / her mobile phone. In last two and half years, more than 2,10,800 concerns have been reported across the Group through Adani Gensuite. Out of this, around 1,18,200 concerns are reported by Adani Ports and Logistics business.

• Have implemented a Behavior Based Safety tool called - Suraksha Samwaad, wherein the leaders interact with the workforce regularly to engage them on safety.

• 5 Task forces have been formed at Group, Business and Site levels to drive Safety by engaging Line Management.

Auditors & Auditors' Report

Pursuant to the provisions of Section 139 of the Act read with rules made thereunder, as amended, M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No 117366W/W-100018), were appointed as Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting of the Company to be held in the calendar year 2022. They have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company for financial year 2020-21.

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 Annual Report.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act read with the rules made thereunder, your Company has reappointed Mr. Ashwin Shah, Practising Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for financial year 2019-20 is annexed which forms part of this report as Annexure-B. There were no qualifications, reservations, or adverse remarks in the Secretarial Audit Report of the Company except delay in appointment of Independent Director. The Company has appointed Independent Director on April 22, 2019 and has complied with the provisions of SEBI Listing Regulations.

Reporting of Frauds by Auditors

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the Audit Committee or the Board, under Section 143 (12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board's Report.

Information Technology

Information plays an important role to enable efficient operations and trade felicitation where technology drives unprecedented visibility and insights all while operating rapidly and at scale. In the course of our growth journey it is imperative to create distinct operational advantages using smart supply chain, plug-and-play networks and speed as the fuel for the future.

Your Company is working with a long term macro objective of providing secure visibility for all key stakeholders through an integrated single source of information to enable clean views of various operational data elements. Through the transformation from the traditional to digital operations APSEZ will be able to deploy leaner operations through employee productivity increases, innovative gains with lower risk and overall better decision making between silos of operational excellence. This transformation of operations started with overhauling legacy systems and information to provide a unified view of processes and data.

Another important goal of this digital transformation is to enhance the customer experience, provide flexibility for innovations and transform the business model where technology plays an important role of removing obstacles and enhancing the capabilities. APSEZ is making significant investments in technology to be able to take the advantage of the new opportunities in this digital era.

Particulars of Employees

The information 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 separate annexure forming part of this report as Annexure-C.

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, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary in this regard.

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 from time to time is annexed to this report as Annexure-D. .

Acknowledgement

Your Directors are highly grateful for all the guidance, support and assistance received from the Government of India, Government of Gujarat, Gujarat Maritime Board, Financial Institutions and Banks. Your Directors thank all members, esteemed 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