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ADANI PORTS & SPECIAL ECONOMIC ZONE LTD.

04 December 2024 | 02:04

Industry >> Port & Port Services

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ISIN No INE742F01042 BSE Code / NSE Code 532921 / ADANIPORTS Book Value (Rs.) 244.33 Face Value 2.00
Bookclosure 14/06/2024 52Week High 1621 EPS 37.55 P/E 33.89
Market Cap. 274834.48 Cr. 52Week Low 859 P/BV / Div Yield (%) 5.21 / 0.47 Market Lot 1.00
Security Type Other

NOTES TO ACCOUNTS

You can view the entire text of Notes to accounts of the company for the latest year
Year End :2024-03 

(i) As a part of concession agreement for development of port and related infrastructure at Mundra, the Company has been allotted land on lease basis by Gujarat Maritime Board (GMB) which is included in above value of land. The Company has recorded rights in the GMB Land at present value of future annual lease payments in the books and classified the same as Right-of-Use assets.

(ii) Refer footnote to note 14 and 18 for security / charges created.

i) Goodwill arising on amalgamation of Adani Ports Limited, acquired through business combination pertains to cash generating units (CGUs) which are part of 'Port and SEZ' activities segment. The goodwill is tested for impairment annually. As at March 31, 2024 and March 31, 2023 the goodwill is not impaired.

The recoverable amount of the CGUs are determined from value-in-use calculation. The key assumptions for the value-in-use calculations are those regarding the discount rate, growth rates and expected changes to direct costs during the year. Management estimates discount rate using pre-tax rates that reflect current market assessments of the time value of money. The growth rate are based on management's forecasts . Changes in selling prices and direct costs are based on past practices and expectations of future changes in the market. The Company prepares its forecasts based on the most recent financial budget approved by management with projected revenue growth rates.The management believes that any reasonable possible change in any of these assumptions would not cause the carrying amount to exceed its recoverable amount. Goodwill is attributable to future growth of business out of synergies.

ii) Refer footnote to note 14 and 18 for security / charges created.

b) (i) Adani Vizag Coal Terminal Private Limited ("AVCTPL'), a wholly owned subsidiary of the Company is engaged in Port services under concession agreement with Visakhapatnam Port Trust ("VPT”). During the previous year, AVCTPL and VPT had initiated termination on mutual consent as per right under the concession agreement citing force majeure events, which went for arbitration. Both the parties have filed the claim with arbitrators and the final outcome is yet to be decided.

During the year ended on March 31, 2022, the arbitration tribunal, in its interim order, observed that terminal remaining idle leads to its deterioration and fails to generate any revenue. Hence, terminal should be put to operation without any delay and has directed VPT to release an ad-hoc interim payment to AVCTPL. Based on such directions, ad-hoc payment of ' 155 crore has been received against handing over the possession, management and operational control of the terminal, leaving open all rights and contentions of both parties for examination at a later stage. Company has reassessed the carrying values of its loan and equity investment in AVCTPL in light of the aforesaid developments and has continued to carry these balances at values net of impairment provisions amounting to ' 297.38 crore (' 228.85 crore net of tax).

(ii) The carrying amounts of long-term investments in equity shares of Adani Murmugao Port Terminal Private Limited ("AMPTPL') amounts to ' 115.89 crore as at March 31, 2024 and non-current loans given to AMPTPL amounts to ' 445.75 crore as at March 31, 2024. The Company has been providing financial support to AMPTPL to meet its financial obligations as and when required in the form of loans, which are recoverable at the end of the concession period. AMPTPL was undergoing an arbitration with Murmugao Port Trust ("MPT") for revenue share on deemed storage charges and loss of return of capital to AMPTPL due to failure of MPT to fulfil obligations as per concession agreement for a period till financial year 2018-19. Post financial year 2018-19, AMPTPL has received relief in terms of rationalized tariff on storage charges up to March 2021 from authorities and had filed application for similar relief for subsequent year and awaiting approval. During the previous year, the arbitration had been concluded which affirmed partial claim of AMPTPL for the loss of return on capital and also upheld revenue share on deemed storage for three-year period. In earlier years, AMPTPL had made provision of ' 134.61 crore for the revenue share on deemed storage charges against which ' 40.50 crore would have been payable as per the arbitration order. Both the parties have challenged the arbitration order in commercial court in the month of August 2022 and the same are currently pending. Considering the matter being sub-judice at this stage, no adjustments based on arbitration order has been considered in the current financial statements.

The Company has determined the recoverable amounts of its investments and loans in AMPTPL as at March 31, 2024 by considering a discounted cash flow model. Such determination is based on significant estimates & judgements made by the management as regards the benefits of the

rationalization of revenue share on storage income, cargo traffic, port tariffs, inflation, discount rates which have been considered over the remaining concession period and are considered reasonable by the Management. On a careful evaluation of the aforesaid factors, the Company's management has concluded that no provision for impairment in respect of such investments and loans is considered necessary at this stage.

c) During the year 2016-17, the Company had accounted for purchase of 3,12,13,000 numbers of equity shares of Adani Kandla Bulk Terminal Private Limited at consideration of ' 31.21 crore. The equity shares have been purchased from the Adani Enterprises Limited, a group company whereby this entity has become a wholly owned subsidiary. As per the management, the transfer has been recorded based on Irrevocable Letter of Affirmation dated March 31, 2017 from the seller and acceptance by the Company although legal transfer of equity share of Adani Kandla Bulk Terminal Private Limited is still in process at year end.

f) Investment in Perpetual Non-Cumulative Non-convertible Debenture / Perpetual Debt (carrying interest rate of 7.50%) is redeemable / payable at issuer's option, can be deferred indefinitely and Interest is payable at the discretion of issuer. Accordingly, it is considered as equity instrument.

g) Aggregate amount of unquoted investments as at March 31, 2024'46,022.24 crore (previous year ' 44,810.74 crore).

h) On November 10, 2022, the Company completed acquisition of Adani Bulk Terminals (Mundra) Limited from Adani Agri Logistics Limited and Adani Container Manufacturing Limited from Adani Logistics Services Limited.

i) Interest is payable at the discretion of issuer and conversion ratio is fixed to fixed at the maturity and same is considered as equity instrument.

j) On March 31, 2023, The National Company Law Tribunal ("NCLT") has passed the order approving the Company ("APSEZ") to be successful resolution applicant for Karaikal Port Private Limited ("KPPL') under Corporate Insolvency Resolution Process ("CIRP") with equity of ' 1 crore and debt of ' 1,485 crore. During the quarter ended June 30, 2023, subsequent to the formulation of new board of directors, the Company has exercised control over the KPPL and accordingly KPPL has become wholly owned subsidiary w.e.f. April 04, 2023.

k) In earlier year, AKPL had paid amount towards non-compete fees for acquiring geographical exclusivity for the term of 5 years. As per the provision of Accounting Standards, the Company has reassessed the accounting treatment being transaction linked with acquisition of the remaining stake from NCI for one of the subsidiary. Accordingly, unamortised amount of ' 220.46 crore has been considered as deemed investment and adjusted to retained earning.

l) Udanvat Leasing IFSC Limited has been incorporated as a Wholly Owned Subsidiary of the Company on October 23, 2023.

m) The Company has entered into Share Purchase Agreement on December 14, 2023 with Mundi Limited, a subsidiary of Terminal Investment Limited and associate of Mediterranean Shipping Company for divestment of 49% stake in Adani Ennore Container Terminal Private Limited a subsidiary of the Company for consideration of ' 247 crore. The divestment will be accounted on fulfillment of condition precedents.

n) The Company has entered into a binding agreement to acquire 95% stake of Gopalpur Port Limited with an enterprise value of ' 3,080 crore subject to requisite approvals and conditions precedents.

a) No trade or other receivables are due from directors or other officers of the Company either severally or jointly with any other person nor any trade or other receivables are due from firms or private companies in which any director is a partner, a director or a member.

b) Generally, as per credit terms trade receivable are collectable within 30-60 days although the Company provide extended credit period with interest between 7.50% to 9% considering business and commercial arrangements with the customers including with the related parties.

c) The Carrying amounts of the trade receivables include receivables amounting to ' Nil (previous year ' 257.05 crore) which are subject to a bills discounting arrangement. Under this arrangement, the Company has transferred the relevant receivables to the bank / financial institution in exchange of cash and is prevented from selling or pledging the receivables. The Cost of bill discounting is to the customer's account as per the arrangement. However, the Company has retained late payment and credit risk. The Company therefore continues to recognise the transferred assets in their entirety in balance sheet. The amount repayable under the bills discounting arrangement is presented as unsecured borrowing in note 18.

(a) Capital advances includes ' 48.28 crore (previous year ' 74.98 crore) paid to various private parties and government authorities towards purchase of land.

(b) Contract assets are the right to receive consideration in exchange for services transferred to the customer. Contract assets are initially recognised for revenue earned from port operation services as receipt of consideration is conditional on successful completion of services. Upon completion of services and acceptance by the customer, the amounts recognised as contract assets are reclassified to financial assets.

(c) Capital advance is net of allowance for doubtful advance of ' 10.59 crore (previous year ' 10.59 crore).

i) Terms/rights attached to equity shares

- The Company has only one class of equity share having par value of ' 2 per share. Each holder of equity share is entitled to one vote per share. The Company declares and pays dividends in Indian Rupees.

- In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

For the period of five years immediately preceding the date as at which the Balance Sheet is prepared:

ii) Aggregate number of 11,83,87,184 (upto March 31, 2023: 11,83,87,184) equity shares of ' 2 each have been allotted, Pursuant to Composite Scheme of Arrangement.

iii) Aggregate number of 3,92,00,000 (upto March 31, 2023: 3,92,00,000) equity shares bought back.

i) Terms of Non-Cumulative Redeemable Preference shares

During the current year, the Company has redeemed 25,01,824 0.01 % Non-Cumulative Redeemable Preference Shares ('NCRPS') of ' 10 each at a premium of ' 990 per share and issued 25,01,824 0.01 % Non-Cumulative Redeemable Preference Shares ('NCRPS') of ' 10 each at a premium of ' 990 per share on private placement basis.

The Company has outstanding 25,01,824 (previous year 25,01,824) 0.01 % Non-Cumulative Redeemable Preference Shares ('NCRPS') of ' 10 each issued at a premium of ' 990 per share. Each holder of preference shares has a right to vote only on resolutions placed before the Company which directly affects the right attached to preference share holders. These shares are redeemable at any time at the option of the company within a period not exceeding 7 years from the date of allotment an aggregate premium of ' 247.68 crore (previous year ' 247.68 crore) (equivalent to ' 990.00 per share).

In the event of liquidation of the Company, the holder of NCRPS (before redemption) will have priority over equity shares in the payment of dividend and repayment of capital. The preference shares carry fixed dividend which is non-discretionary.

The Preference Shares issued by the Company are classified as Financial Liabilities. These preference shares are separated into liability and equity components based on the terms of the contract. Interest on liability component is recognised as interest expense using the effective interest method.

The equity component of redeemable preference shares includes the securities premium amount received on issue of preference shares and the preference share capital, redemption premium reserve being created in compliance of the Companies Act, 2013.

Note:- The general reserve is used from time to time to transfer profit from retained earnings for apportion purposes. As the general reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income, items included in the general reserve will not be reclassified subsequently to statement of profit and loss.

Note:- The Company has issued redeemable non-convertible debentures. The Company has been creating Debenture Redemption Reserve (DRR) as per the relevant provisions of the Companies Act 2013. However, according to Companies (Share Capital and Debentures) Amendment Rules, 2019 effective from August 16, 2019, the Company is not required to create DRR on any fresh issue of Debentures. Accordingly, the Company has not created DRR on fresh issue of redeemable non-convertible debentures.

Note:- Capital reserve represents the difference between value of net assets transferred by the Company in the course of composite scheme of arrangement against divestment business undertaking and the consideration received against such arrangement.

Note:- As per the Companies Act, 2013, Capital redemption reserve is created when company purchases its own shares out of free reserves or securities premium. A sum equal to the nominal value of the shares so purchased is transferred to capital redemption reserve. The reserve can be utilised in accordance with the provisions of section 69 of the Companies Act, 2013.

Note:- The portion of profit not distributed among the shareholders are termed as retained earnings. The Company may utilize the retained earnings for making investments for future growth and expansion plans, for the purpose of generating higher returns for the shareholders or for any other specific purpose, as approved by the Board of Directors of the Company.

Notes:

a) Debentures include Secured Non-Convertible Redeemable Debentures aggregating to ' 2,889.11 crore (previous year ' 3,886.38 crore) which are secured by first rank pari-passu charge on all the immovable and movable project assets of Multi-purpose Terminal, Terminal-II and Container Terminal -II located at Mundra Port

b) Debentures include Secured Non-Convertible Redeemable Debentures aggregating to ' 1,251.73 crore (previous year ' 1,851.38 crore) which are secured by first rank pari-passu charge on all the movable and immovable Project Assets pertaining to Coal Terminal of the Company located at Wandh, Mundra Port.

c) Debentures include Secured Non-Convertible Redeemable Debentures aggregating to ' 1,593.63 crore (previous year ' 1,591.45 crore) are secured by first rank pari-passu charge on the movable and immovable Project Assets of Multi-Purpose Terminal, Terminal-II and Container Terminal -II of the Company located at Mundra Port and specified assets of one of the Wholly Owned Subsidiary Company.

d) Debentures include Secured Non-Convertible Redeemable Debentures aggregating to ' 996.76 crore (previous year ' 991.14 crore) are secured by first rank Pari-passu charge on Specified Assets of one of the Wholly Owned Subsidiary Company.

e) Debentures include Secured Non-Convertible Redeemable Debentures aggregating to ' 488.84 crore (previous year ' Nil ) are secured by pari-passu charge on the identified loans and advances and / or receivables arising out of outstanding financial assistance provided by the Company to one of the Subsidiary.

f) Foreign currency letters of credit / Trade Credits aggregating to ' 59.44 crore (previous year ' Nil) are secured by subservient charge on certain movable Fixed assets and Current Assets of the Company.

g) Unsecured Loan

(i) 10 years Foreign Currency Bond of USD 500 million equivalent to ' 4,158.39 crore (previous year ' 4,088.21 crore) carries interest rate at 4.00% p.a. with bullet repayment in the year 2027.

(ii) 10 years Foreign Currency Bond of USD 750 million equivalent to ' 6,226.45 crore (previous year ' 6,126.65 crore) carries interest rate at 4.375% p.a. with bullet repayment in the year 2029.

(iii) 5 years Foreign Currency Bond of USD 325 million equivalent to ' 2,710.95 crore (previous year USD 650 million equivalent to ' 5,335.15 crore) carries interest rate at 3.375% p.a. with bullet repayment in the year 2024. USD 325 million has been prepaid during the current year.

(iv) 7 years Foreign Currency Bond of USD 750 million equivalent to ' 6,237.55 crore (previous year ' 6,138.19 crore) carries interest rate at 4.20% p.a. with bullet repayment in the year 2027.

(v) 10 years Foreign Currency Bond of USD 500 million equivalent to ' 4,143.18 crore (previous year ' 4,078 crore) carries interest rate at 3.10% p.a. with bullet repayment in the year 2031.

(vi) 10.50 years Foreign Currency Bond of USD 300 million equivalent to ' 2,473.19 crore (previous year ' 2,432.95 crore) carries interest rate at 3.828% p.a. with bullet repayment in the year 2032.

(vii) 20 years Foreign Currency Bond of USD 450 million equivalent to ' 3,703.04 crore (previous year ' 3,645.68 crore ) carries interest rate at 5% p.a. with bullet repayment in the year 2041.

(viii) Trade credit facilities of ' 312.87 crore (previous year ' 308.24 crore). The same is repayable in next year unless maturity date of the same is extended/rolled over.

(ix) Foreign currency letters of credit / Trade Credits aggregating to ' 20.36 crore (previous year ' Nil) are unsecured with bullet repayment in the year 2026.

(x) Rupee term loan amounting to ' 500 crore (previous year ' Nil ) carrying interest @ 1 Month T-bill plus spread of 1.26%. The loan is repayable in 6 quarterly structured instalment commencing from April 18, 2024.

(xi) Inter Corporate deposits from subsidiaries aggregating to ' 10,598.91 crore (previous year ' 5,060.98 crore) carries interest rate at 7.50%.

a) Land and Building have been taken on lease by the Company. The terms of lease rent are for the period ranging from 15 years to 30 years depending on the lease agreement with the lessor. Such leases are renewable by mutual consent. There is no contingent rent, no sub-leases and no restrictions imposed by the lease arrangements.

a) Rupee term loan amounting to ' 237.32 crore (previous year ' 336.56 crore) carrying interest @ Repo Rate plus spread of 1.35%. The loan is repayable in 8 half yearly structured instalment commencing from December 30, 2020. The loan is secured by first rank Pari-passu charge on all the immovable and movable Project Assets of Multi-purpose Terminal, Terminal-II and Container Terminal -II located at Mundra Port. Considering the terms of the loan, same has been classified under current borrowings.

b) Packing Credit rupee Loan aggregating to ' Nil (previous year ' 700 crore) carried interest rate of 7.85% p.a.

c) Short term loan borrowing amounting to ' 190 crore (previous year ' Nil) carries interest rate @ 7.75% p.a.

d) Foreign currency letters of credit facilities of ' 1.04 crore (previous year ' Nil ) is secured by subservient charge on certain movable Fixed assets and Current Assets of the Company.

e) Inter Company deposit from a subsidiary aggregating to ' 772.49 crore (previous year ' 568.74) carries interest rate ranging from 7.50% p.a. to 7.85% p.a.

f) Factored receivables of ' Nil (previous year ' 257.05 crore) have recourse to the Company and interest liability on amount of bill discounted is borne by the customer. The maturity period of the transfer is 1 to 12 months period (refer note 5).

b) The Company has given various assets on finance lease to various parties. The lease agreements entered are non-cancellable. There is no contingent rent, no sub-leases and no restrictions imposed by the lease arrangements. Land leases include a clause to enable upward revision of the rental charge upto 3 years upto 20%. The company has also received one-time income of upfront premium ranging from ' 2500 to ' 4500 per Sq. mtr for use of common infrastructure by the parties. Such one-time income of upfront premium is non-refundable. Income of ' 20.12 crore (previous year ' 156.35 crore) including upfront premium of ' 17.80 crore (previous year ' 128.63 crore) accrued under such lease have been booked as income in the statement of profit and loss.

c) Land given under operating lease:

The Company has given certain land portions on operating lease. Most of the leases are renewable for further period on mutually agreeable terms.

c) Details of Expenditure on Corporate Social Responsibilities

As per Section 135 of the Companies Act, 2013, a company, meeting the applicability threshold, needs to spend at least 2% of its average net profit for the immediately preceding three financial years on corporate social responsibility (CSR) activities. The areas for CSR activities are eradication of hunger and malnutrition, promoting education, art and culture, healthcare, destitute care and rehabilitation, environment sustainability, disaster relief and rural development projects. A CSR committee has been formed by the Company as per the Act.

As per notification issued by Ministry of Corporate Affairs dated January 22, 2021, where a company spends an amount in excess of requirement provided under sub-section (5) of section 135, such excess amount may be set off against the requirement to spend under sub-section (5) of section 135 up to immediate succeeding three financial years.

(i) Gross amount required to be spent during the year ' 7.84 crore (previous year ' 31.35 crore) (iii) Nature of CSR activities

Promoting Health Care, Eradicating hunger, poverty and malnutrition, Ensuring environmental sustainability, Promoting Education, Social development and Enhancing vocation skills

b) The Company has a defined benefit gratuity plan (funded) and is governed by the Payment of Gratuity Act, 1972. Under the Act, every employee who has completed at least five year of service is entitled to gratuity benefits on departure at 15 days salary (last drawn salary) for each completed years of service. The scheme is funded with Life Insurance Corporation of India (LIC) in form of a qualifying insurance policy with effect from September 01, 2010 for future payment of gratuity to the employees.

Each year, the management reviews the level of funding in the gratuity fund. Such review includes the asset - liability matching strategy. The management decides its contribution based on the results of this review. The management aims to keep annual contributions relatively stable at a level such that no plan deficits (based on valuation performed) will arise.

The following tables summarise the component of the net benefits expense recognised in the statement of profit and loss account and the funded status and amounts recognized in the balance sheet for the respective plan.

The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

The overall expected rate of return on assets is determined based on the market prices prevailing on that date, applicable to the period over which the obligation is to be settled. There has been significant change in expected rate of return on assets due to change in the market scenario.

(viii)Sensitivity Analysis

The sensitivity analysis below have been determined based on reasonably possible changes of the assumptions occurring at the end of the reporting period, while holding all other assumptions constant.

The Company expects to contribute ' 10.35 crore to the gratuity fund in the financial year 2023-24 (previous year ' 13.95 crore).

(xi) Asset - Liability Matching Strategies

The Company has purchased insurance policy, which is basically a year-on-year cash accumulation plan in which the interest rate is declared on yearly basis and is guaranteed for a period of one year. The insurance Company, as part of the policy rules, makes payment of all gratuity outgoes happening during the year (subject to sufficiency of funds under the policy).The policy, thus, mitigates the liquidity risk.

However, being a cash accumulation plan, the duration of assets is shorter compared to the duration of liabilities. Thus, the Company is exposed to movement in interest rate (in particular, the significant fall in interest rates, which should result in a increase in liability without corresponding increase in the asset).

31 Segment Information

The Company is primarily engaged in one business segment, namely developing, operating and maintaining the ports services, ports related Infrastructure development activities and development of infrastructure at contiguous Special Economic Zone at Mundra, as determined by chief operating decision maker, in accordance with Ind-AS 108 "Operating Segments".

Considering the inter relationship of various activities of the business, the chief operating decision maker monitors the operating results of its business segment on overall basis. Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss in the financial statements.

Terms and conditions of transactions with related parties

(i) Outstanding balances of related parties at the year end are unsecured and settlement occurs in cash. There have been no guarantees provided or received for any related party receivables or payables. During the current year, the Company has not recorded any impairment of receivables relating to amounts owed by related parties. During the previous year, Company had recorded impairment of ' 1,558.16 crore against loan and investment of a subsidiary. The closing balance of Loans is net of total impairment of ' 205.01 crore (previous year ' 1,756.82 crore) related to previous periods. This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

(ii) All Rupee loans and foreign currency loans are given on interest bearing within the range of 4 % p.a. to 10 % p.a. except loan to Dholera Infrastructure Private Limited, Dholera Port & Special Economic Zone Limited, Adani Hospitals Mundra Limited and Mundra International Airport Private Limited whereby loan transaction aggregating to ' 16.74 crore (previous year ' 48.74 crore) are interest free.

a) The Company has allowed some of its subsidiaries, joint ventures and other group company to avail non fund based facilities out of its credit facilities. The aggregate of such transaction amounts to ' 1,307.53 crore (previous year ' 766.24 crore) is not disclosed in above schedule.

b) Pass through transactions/payable relating to railway freight, water front charges and other payable to third parties have not been considered for the purpose of related party disclosure.

c) During the previous year, Adani Gangavaram Port Limited has issued Optionally Convertible Debentures of ' 4365.89 crore against consideration of composite scheme of arrangement has not been considered for the purpose of related party disclosure.

d) Pursuant to the amalgamation of Adani Power Maharashtra Limited, Adani Power Rajasthan Limited, Udupi Power Corporation Limited, Raigarh Energy Generation Limited, Raipur Energen Limited and Adani Power (Mundra) Limited with Adani Power Limited, the Company has disclosed the closing balances as on March 31, 2023 of above amalgamated companies as closing balances of Adani Power Limited.

e) Previous year disclosure excludes payment made to Karaikal Port Private Limited w.r.t order passed by the National Company Law Tribunal ("NCLT") on March 31, 2023 (refer note 4(j)).

f) Transactions/balances with related party having value equal to / exceeding 10% of total transaction/balances of respective category is considered as material and have been disclosed separately.

The company has entered into call option agreement for an equity investment, whereby the company has agreed to grant the buyer an option to purchase the underlying equity investment, the fair value of such call option as at March 31, 2024 is ' 10.17 crore (previous year ' 10.17 crore) . The fair value is determined using the Black-Scholes Model which takes into account the exercise price, the term of the option, the spot price, expected price volatility and the risk-free interest rate for the term of the option. The critical inputs for options granted are : (i) Expected price volatility : 38 % (ii) Risk-free interest rate: 5.60 % (iii) Intrinsic value : Nil

During the current year, company has changed valuation technique from DCF (under Income approach) to Cost approach as it represent more reasonable estimate of fair value based on valuation report by Registered valuer.

c) Financial Instrument measured at Amortised Cost

The carrying amount of financial assets and financial liabilities measured at amortised cost in the financial statements are a reasonable approximation of their fair values since the Company does not anticipate that the carrying amounts would be significantly different from the values that would eventually be received or settled.

34.3 Financial Risk Management objective and policies

The Company's principal financial liabilities, other than derivatives, comprise loans and borrowings, trade and other payables, lease liabilities and financial guarantee contracts. The main purpose of these financial liabilities is to finance the Company's operations/projects and to provide guarantees to support its operations and its subsidiaries and joint ventures. The Company's principal financial assets include loans, investment including mutual funds, trade and other receivables, lease receivables and cash and cash equivalents which is derived from its operations. The Company also holds FVTOCI investments and enters into derivative transactions.

In the ordinary course of business, the Company is mainly exposed to risks resulting from exchange rate fluctuation (currency risk), interest rate movements (interest rate risk) collectively referred as Market Risk, Credit Risk, Liquidity Risk and other price risks such as equity price risk. The Company's senior management oversees the management of these risks. It manages its exposure to these risks through derivative financial instruments by hedging transactions. It uses derivative instruments such as Cross Currency Swaps, Full Currency swaps, Interest rate swaps, foreign currency future options and foreign currency forward contract to manage these risks. These derivative instruments reduce the impact of both favourable and unfavourable fluctuations.

The Company's risk management activities are subject to the management, direction and control of Central Treasury Team of the Company under the framework of Risk Management Policy for Currency and Interest rate risk as approved by the Board of Directors of the Company. The Company's central treasury team ensures appropriate financial risk governance framework for the Company through appropriate policies & procedures and financial risks are identified, measured and managed in accordance with the Company's policies and risk objectives. It is the Company's policy that no trading in derivatives for speculative purposes may be undertaken.

The decision of whether and when to execute derivative financial instruments along with its tenure can vary from period to period depending on market conditions and the relative costs of the instruments. The tenure is linked to the timing of the underlying exposure, with the connection between the two being regularly monitored. The Company is exposed to losses in the event of non-performance by the counterparties to the derivative contracts. All derivative contracts are executed with counterparties that, in our judgment, are creditworthy. The outstanding derivatives are reviewed periodically to ensure that there is no inappropriate concentration of outstanding to any particular counterparty.

Further, all currency and interest risk as identified above is measured on a daily basis by monitoring the mark to market (MTM) of open and hedged position. The MTM is derived based on underlying market curves on closing basis of relevant instrument quoted on Bloomberg/Reuters. For period end, the MTM for each derivative instrument outstanding is obtained from respective banks. All gain / loss arising from MTM for open derivative contracts and gain / loss on settlement / cancellation / roll over of derivative contracts is recorded in statement of profit and loss.

a) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk. Financial instruments affected by market risk include loans and borrowings, deposits, FVTOCI investments, short term Investments and derivative financial instruments.

The sensitivity analysis in the following sections relate to the position as at March 31, 2024 and March 31, 2023.

The sensitivity analysis have been prepared on the basis that the amount of net debt, the ratio of fixed to floating interest rates of the debt and derivatives and the proportion of financial instruments in foreign currencies are all constant as at March 31, 2024 and March 31, 2023. The analysis exclude the impact of movements in market variables on: the carrying values of gratuity and other post-retirement obligations, provisions.

The following assumptions have been made in calculating the sensitivity analysis:

- The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective market risks. This is based on the financial assets and financial liabilities held at March 31, 2024 and March 31, 2023.

(i) Interest rate risk

The Company is exposed to changes in market interest rates due to financing, investing and cash management activities. The Company's exposure to the risk of changes in market interest rates relates primarily to the Company's long-term debt obligations with floating interest rates and period of borrowings. The Company manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings. The Company enters into interest rate swap contracts or interest rate future contracts to manage its exposure to changes in the underlying benchmark interest rates.

Interest rate sensitivity

The following paragraph demonstrates the sensitivity to a reasonably possible change in interest rates on loans and borrowings affected. With all other variables held constant, the Company's profit before tax is affected through the impact on floating rate borrowings, as follows:

If interest rates had been 50 basis points higher / lower and all other variables were held constant, the Company's profit for the year ended March 31, 2024 would decrease / increase by ' 5.55 crore (previous year ' 3.23 crore). This is mainly attributable to interest rates on variable rate of long term borrowings. The same has been calculated based on risk exposure outstanding as on balance sheet date. The year end balances are not necessarily representative of average debt outstanding during the year.

Exchange rate movements, particularly the United States Dollar (USD) and Euro (EUR) against Indian Rupee (INR), have an impact on the Company's operating results. The Company manages its foreign currency risk by entering into currency swap for converting other foreign currency loan into INR. The Company also enters into various foreign exchange contracts to mitigate the risk arising out of foreign exchange rate movement on foreign currency borrowings or creditors. Further, to hedge foreign currency future transactions in respect of which firm commitment are made or which are highly probable forecast transactions (for instance, foreign exchange denominated income) the Company has entered into foreign currency forward contracts as per the policy of the Company.

The Company is mainly exposed to changes in USD, EURO, CHF, SGD and OMR. The below table demonstrates the sensitivity to a 1% increase or decrease in the respective foreign currency rates against INR, with all other variables held constant. The sensitivity analysis is prepared on the net unhedged exposure of the Company as at the reporting date. 1% represents management's assessment of reasonably possible change in foreign exchange rate.

The Company's forex revenues provide a natural hedge to its forex debt, derisking it against currency movements.

The Company's non-listed equity securities are susceptible to market price risk arising from uncertainties about future values of the investment securities. The Company manages the equity price risk through diversification and by placing limits on individual and total equity instruments. Reports on the equity portfolio are submitted to the Company's senior management on a regular basis. The Company's Board of Directors reviews and approves all equity investment decisions.

The Company has given corporate guarantees and pledged part of its investment in equity in order to fulfil the collateral requirements of the subsidiary and joint venture companies. The counterparties have an obligation to return the guarantees/ securities to the Company. There are no other significant terms and conditions associated with the use of collateral.

b) Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables and other financial assets) and from its financing activities, including loans to others, deposits with banks, financial institutions & others, foreign exchange transactions and other financial assets.

Customer credit risk is managed by the Company's established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed based on an extensive evaluation and individual credit limits are defined in accordance with this assessment.

An impairment analysis is performed at each reporting date on an individual basis for major clients. In addition, a large number of minor receivables are grouped into homogenous groups and assessed for impairment collectively. The calculation is based on exchange losses historical data.

Credit risk from balances with banks, financial institutions and other counter parties is managed by the Company's treasury department in accordance with the Company's policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty. Counterparty credit limits are reviewed by the Management of the Company on an annual basis, and may be updated throughout the year subject to approval of the Company's Finance Committee. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty's potential failure to make payments.

Corporate Guarantees given to banks and financial institutions against credit facilities availed by the subsidiaries and joint ventures ' 8,301.34 crore (previous year ' 10,534.05 crore)

Concentrations of Credit risk form part of Credit risk

Considering that the Company operates the port services and provide related infrastructure services, the Company is significantly dependent on such customers located at Mundra. Out of total income from port operations, the Company earns 63% revenue (previous year 49 %) from such customers, and with some of these customers, the Company has long term cargo contracts. As at March 31, 2024, receivables from such customer constitute 30% (previous year 40%) of total trade receivables. A loss of these customer could adversely affect the operating result or cash flow of the Company.

c) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in raising funds to meet commitments associated with financial instruments that are settled by delivering cash or another financial asset. Liquidity risk may result from an inability to sell a financial asset quickly at close to its fair value.

The Company has an established liquidity risk management framework for managing its short term, medium term and long term funding and liquidity management requirements. The Company's exposure to liquidity risk arises primarily from mismatches of the maturities of financial assets and liabilities. The Company manages the liquidity risk by maintaining adequate funds in cash and cash equivalents. The Company also has adequate credit facilities agreed with banks to ensure that there is sufficient cash to meet all its normal operating commitments in a timely and cost-effective manner.

The table below analyses derivative and non-derivative financial liabilities of the Company into relevant maturity groupings based on the remaining period from the reporting date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.

i) The table has been drawn up based on the undiscounted contractual maturities of the financial liabilities including interest that will be paid on those liabilities upto the maturity of the instruments, ignoring the refinancing options available with the Company. The amounts included above for variable interest rate instruments for non derivative liabilities is subject to change if changes in variable interest rates differ to those estimates of interest rates determined at the end of the reporting period.

ii) In above figures, foreign currency liabilities are converted to INR at exchange rate prevailing on reporting date.

34.4Capital management

For the purposes of the company's capital management, capital includes issued capital and all other equity. The primary objective of the company's capital management is to maximize shareholder value. The Company manages its capital structure and makes adjustments in the light of changes in economic environment and the requirements of the financial covenants.

The company monitors capital using gearing ratio, which is net debt (total debt less cash and bank balance & Investments in Mutual Fund) divided by total capital plus net debt.

In order to achieve this overall objective, the Company's capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. There have been no breaches in the financial covenants of any interest-bearing loans and borrowing in the current period.

No changes were made in the objectives, policies or processes for managing capital during the years ended March 31, 2024 and March 31, 2023.

35 Information required to be furnished as per Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act) and Schedule III of the Companies Act, 2013 for the year ended March 31, 2024. This information has been determined to the extent such parties have been identified on the basis of information available with the Company and relied upon by auditors.

36 Capital Commitments and Other Commitments (i) Capital Commitments

Estimated amount of contract [net of security deposits amounting to ' Nil (previous year ' 713.63 crore) included in note 7 and Capital advances] remaining to be executed on capital account and not provided for ' 1,425.32 crore (previous year ' 4,909.62 crore) pertains to various projects to be executed during the next 5 years.

(ii) Other Commitments

a) The port projects of subsidiary company viz. The Dhamra Port Company Limited ("DPCL') and joint venture Adani International Container Terminal Private Limited ("AICTPL') have been funded through various credit facility agreements with banks. Against the said facilities availed by the aforesaid entities from the banks, the Company has pledged its shareholding in the subsidiary / joint venture companies and executed Non Disposal Undertaking, the details of which is tabulated below :-

37 Contingent Liabilities not provided for

' In crore

f.r' Particulars No

March 31, 2024

March 31, 2023

a) Certain facilities availed by the subsidiaries and joint ventures against credit facilities sanctioned to the Company.

1,307.53

766.24

b) Bank Guarantees given to government authorities and banks

280.54

280.54

c) Show cause notices from the Custom Authorities against duty on port related cargo. The Company has given deposit of ' 0.05 crore (previous year ' 0.05 crore) against the demand. The management is reasonably confident that no liability will devolve on the Company and hence no liability has been recognised in the books of accounts.

0.14

0.14

' In crore

f.r' Particulars No

March 31, 2024

March 31, 2023

d) Various show cause notices received from Commissioner/ Additional Commissioner/ Joint Commissioner/ Deputy Commissioner of Customs and Central Excise, Rajkot and Commissioner of Service Tax, Ahmedabad and appeals there of, for wrongly availing of Cenvat credit/ Service tax credit and Education Cess credit on input services and steel, cement and other fixed assets during financial year 2006-07 to 2016-17. In similar matter, the Excise department has demanded recovery of the duty along with penalty and interest thereon. The Company has given deposit of ' 4.50 crore (previous Year ' 4.50 crore) against the demand. These matters are pending before the Supreme Court, the High Court of Gujarat, Commissioner of Central Excise (Appeals), Rajkot and Commissioner of Service Tax, Ahmedabad. The Company has taken an external opinion in the matter based on which the management is of the view that no liability shall arise on the Company. Further, during the earlier year, the Company has received favourable order from High Court of Gujarat against demand in respect of dispute relating to financial year 2005-06 and favourable order from CESTAT against similar demand in respect of dispute relating to FY 200506 to FY 2010 -11 (up to Sept 2011).

32.63

32.63

e) Show cause notices received from Commissioner of Customs and Central Excise, Rajkot and appeal thereof in respect of levy of service tax on various services provided by the Company and wrong availment of CENVAT credit by the Company during financial year 2009-10 to 2011-12. These matters are currently pending at High Court of Gujarat ' 6.72 crore (previous Year ' 6.72 crore) and Customs, Excise and Service Tax Appellate Tribunal, Ahmedabad ' 0.15 crore (previous Year ' 0.15 crore) and Commissioner of Service Tax Ahmedabad ' 0.03 crore (previous Year ' 0.03 crore). The Company has taken an external opinion in the matter based on which the management is of the view that no liability shall arise on the Company.

6.90

6.90

f) Commissioner of Customs, Ahmedabad has vide order no.4/ Comm./SIIB/2009 dated November 25, 2009 imposed penalty in connection with import of Air Craft owned by Karnavati Aviation Private Limited (Formerly known as Gujarat Adani Aviation Private Limited.), subsidiary of the Company. However, on appeal by the Company, the Customs, Excise and Service Tax Appellate Tribunal (CESTAT) vide Order dated 28.04.2023 set aside the penalty. The Department has challenged CESTAT Order before Guj. High Court. It is settled law that where issue is related to interpretation of provisions of law, no penalty can be imposed. Therefore, the management is reasonably confident that no liability will devolve on the Company and hence no liability has been recognized in the books of account.

2.00

' In crore

Sr.

No

Particulars March 31, 2024 March 31, 2023

g)

The Company's tax assessments is completed till Assessment year 2021-22, Appeals are pending with High Court/Supreme Court for Assessment Year 2008-09 to AY 2010-11, with CIT for AY 2017-18 to AY 2021-22. Company has received favourable orders on most of the matters for AY 2008-09 to AY 2021-22 from CIT(A)/ITAT/High Court, hence the management is reasonably confident that no liability will devolve on the Company. Company has considered it as remote liability.

h)

For Arbitration related matter refer note 40.

40 The Company had entered into preliminary agreement dated September 30, 2014 with a party for development and maintenance of Liquefied Natural Gas ("LNG") terminal infrastructure facilities at Mundra ("the LNG Project”).

During the year ended March 31, 2020, due to the disputes between the Company and Customer with respect to construction, operation and maintenance of the LNG Project, part of the cost has been capitalised in Property, Plant and Equipment, Interim Settlement and Arbitration Agreement dated December 24, 2019 was executed. Pursuant thereto, ' 666 crore has been received and arbitration has been invoked by the Company. On July 08, 2020, the Company has filed its claim before Arbitral Tribunal. On October 07, 2020, the customer has also filed counter claim before Arbitral Tribunal. Pending further developments, no adjustments has been made till March 31, 2024.

41 The Ahmedabad Bench and Hyderabad Bench of the National Company Law Tribunal ("NCLT”), through their orders dated September 21, 2022 and October 10, 2022 respectively, have approved the Composite Scheme of Arrangement between the Company, Gangavaram Port Limited ("GPL'), Adani Gangavaram Port Private Limited ("AGPPL' - a wholly owned subsidiary of the Company) and their respective shareholders and creditors (the 'Scheme').

Pursuant to the Scheme, Company had issued 159 fully paid-up equity shares of APSEZ for 1,000 fully paid-up equity shares held by such member in GPL ("Share Exchange Ratio”). Accordingly, Company has allotted 4,77,65,715 equity shares having face value of ' 2 each at an issue price of ' 754.78 per share to the erstwhile promoters of Gangavaram Port Limited on October 19, 2022. However the same have been considered while calculating the Basic and Diluted Earnings per Share for the previous year.

b) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

44 During the previous financial year 2022-23, a Short Seller Report ("SSR”) was published in which certain allegations were made against some of the Adani Group Companies. In this regard, certain writ petitions were filed before the Hon'ble Supreme Court ("SC") and during the proceedings, SC observed that the Securities and Exchange Board of India ("SEBI") was investigating the matter. In the same proceedings, the SC also constituted an Expert Committee to investigate as well as suggest measures to strengthen existing laws and regulations. The Expert committee submitted its report in May 2023, finding no regulatory failure. SEBI also submitted its status report dated August 25, 2023 to the SC on 24 investigations. On January 03, 2024, the SC dismissed all matters in various petitions including the prayer for separate independent investigations relating to the allegations in the SSR. Further, the SC directed SEBI to complete the pending two investigations, preferably within three months, and take its investigations (including 22 already completed) to their logical conclusion in accordance with law.

During the year, show cause notices were received from SEBI alleging (i) non-compliance of provisions pertaining to related party transactions under applicable regulations including the Listing Agreement and LODR Regulations with regard to the transactions entered in the earlier years with certain parties, essentially, from a substance-over-form perspective. The allegations are that the company has not obtained the requisite approvals, and have not made the required disclosure in the financial statements / annual report (ii) Not recalling security deposits against terminated contracts leading to not using the funds for company's core business purposes and thus not complying with the company's code of conduct.

The amounts dues in respect of these transactions along with interest thereon have been received in full before March 31, 2023 and there are no transactions with these parties in the current financial year and there are no losses suffered by the Company.

In April 2023, the Company had obtained a legal opinion by an independent law firm, confirming (a) none of the alleged related parties mentioned in the short-seller report were related parties to the Company, under applicable frameworks; and (b) the Company is in compliance with the requirements of applicable laws and regulations.

In its replies to SEBI, the Company has denied the charges in its entirety, inter alia, on the basis that these transactions are in full compliance with the prevailing laws and regulations.

Pending outcome of the adjudications, the Company holds to its view of the validity of the nature and effect of the transactions. Accordingly, no adjustments have been made in the financial statements of the Company.

45 During the current year, in line with guidance from the risk management committee and continued US Sanctions in Myanmar, the Company divested its investment in container terminal under construction in Myanmar (held through an overseas subsidiary) to Solar Energy Limited, an unrelated party (during the quarter ended March 31, 2024, the Company has also opted an independent expert opinion confirming the same) for consideration of US$ 30 million and consequently the overseas subsidiary as referred above ceased to be the subsidiary of the Company. The Company has recorded write off on sale of investment against impairment provision of ' 1,558.16 crore in the previous financial year 2022-23 and balance of ' 194.76 crore has been classified as held for sale in previous year.

46 The Company effectively owns 70% stake of the Haifa Port, Israel and is closely monitoring the ongoing war situation which is now only restricted to a concentrated area. Further the Company is not having any adverse implications on the operations upto date of issuance of Company's Financial Statements.

47 The Code on Social Security, 2020 ('Code') relating to employee benefits during employment and post- employment benefits has received Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the effective date of the Code is yet to be notified and final rules for quantifying the financial impact are also yet to be issued. In view of this, the Company will assess the impact of the Code when relevant provisions are notified and will record related impact, if any, in the period the Code becomes effective.

48 Adani Vizhinjam Port Private Limited ("AVPPL”), a wholly owned subsidiary of the Company was awarded Concession Agreement ("CA”) dated August 17, 2015 by Government of Kerala ("GoK") for development of Vizhinjam International Deepwater Multipurpose Seaport ("Project”). In terms of the CA the scheduled Commercial Operation Date ("COD”) of the Project was December 03, 2019 extendable to August 30, 2020 with certain conditions. On February 23, 2024, settlement agreement was signed wherein both parties decided to move out of arbitration which was initiated on November 07, 2020. GoK has granted unconditional extension of the scheduled completion date up to December 03, 2024.

49 The Company uses an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the accounting software. However, a) the audit trail feature is not enabled for certain direct changes to the data for users with the certain privileged access rights to the SAP application and b) audit trail feature is not enabled at the database level for the underlying HANA database for most part of the year and billing interface (IPOS, PIDC & KARTOS) at application level, being not enabled for throughout the year. Further no instance of audit trail feature being tampered with was noted in respect of the accounting software.

Presently, the log has been activated at the application and the privileged access to HANA database continues to be restricted to limited set of users who necessarily require this access for maintenance and administration of the database.

50 Statutory Information

(i) The Company does not have any benami property, where any proceeding has been initiated or pending against the Company for holding any benami property.

(ii) The Company was not required to file quarterly statement/returns of current assets with the banks or financial institutions w.r.t. secured working capital Borrowings.

(iii) The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.

(iv) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

(v) The Company is not declared willful defaulter by any bank or financials institution or lender during the year.

(vi) The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017.

51 Standards issued but not effective

As at the date of issue of financial statements, there are no new standards or amendments which have been

notified by the MCA but not yet adopted by the Company. Hence, the disclosure is not applicable.

52 Event occurred after the Balance Sheet Date

The Board of Directors of the Company has recommended Equity dividend of ' 6 per equity share (previous year

' 5 per equity share).