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Director's Report


Change Company Name
Adani Ports & Special Economic Zone Ltd
Miscellaneous
BSE Code 532921 ISIN Demat INE742F01042 Book Value 135.12 NSE Symbol ADANIPORTS Div & Yield % 0.4 Market Cap ( Cr.) 321,083.05 P/E 156.79 EPS 9.48 Face Value 2

Dear Shareholders,

Your Directors are pleased to present the 25th Annual Report along with the Audited Financial Statements of your

Company for the financial year ended March 31, 2024 ("FY 2023-24/ FY24").

Financial Performance

The Audited Financial Statements of your Company as on March 31, 2024, are prepared in accordance with the relevant applicable Indian Accounting Standards ("Ind AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

The summarized financial highlight isdepicted below:

(Rs in crore)

Consolidated

Standalone

Particulars

2023-24 2022-23 2023-24 2022-23
Revenue from operations 26,710.56 20,851.91 6,806.66 5,237.15
Other Income 1,499.42 1,552.71 1,977.36 2,998.79

Total Income

28,209.98 22,404.62 8,784.02 8,235.94
Expenditure other than Depreciation and Finance cost 10,846.64 8,018.46 2,382.04 1,966.50
Finance Cost
- Interest and Bank Charges 2,784.41 2,593.62 2,766.78 2,769.50
- Derivative Gain (net) (51.47) (230.98) (3.80) (89.11)
- Foreign Exchange (Gain) / Loss (net) 112.82 1,886.32 451.49 2,446.14
Depreciation and Amortisation Expenses 3,888.46 3,424.71 655.59 612.98

Total Expenditure

17,580.86 15,692.13 6,252.10 7,706.01

Profit before share of Profit/ (Loss) from joint ventures, exceptional items and tax

10,629.12 6,712.49 2,531.92 529.93
Share of Profit/(Loss) from joint venture (net) (161.69) 47.78 - -

Profit before exceptional items and tax

10,467.43 6,760.27 2,531.92 529.93
Add/(Less):- Exceptional Items (373.70) (1,273.38) - (1,558.16)
Total Tax Expense/(Credit) 1,989.74 96.04 793.57 (548.80)

Profit/(Loss) for the year

8,103.99 5,390.85 1,738.35 (479.43)

Other Comprehensive (Loss)/Income (net of tax)

(31.45) (557.33) (6.81) 6.57

Total Comprehensive (Loss)/Income for the year (net of tax)

8,072.54 4,833.52 1,731.54 (472.86)
Attributable to:
Equity holders of the parent 8,070.53 4,745.34 - -
Non-controlling interests 2.01 88.18 - -

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

2. Previous year figures have been regrouped/re-arranged wherever necessary.

3. There has been no change in nature of business of your Company.

Performance Highlights

Your Company handled record cargo throughput of 420 MMT in FY24 with 24% YoY growth. Mundra Port continues to be India?s largest seaport with 180 MMT of total cargo handled during the year under review. The key aspects of your Company?s operational performance during the FY24 are as follows:

Ports: y Domestic cargo volumes grew 21% YoY vs 7.5% growth in India?s cargo volumes. y The overall container volumes jumped to ~9.7 million TEUs (+13% YoY), including ~7.4 million TEUs at Mundra Port alone. y 10 domestic ports in APSEZ portfolio recorded their highest ever cargo volumes. y Mundra Port berthed one of the largest container ships ever – MV MSC Hamburg, 399 m long and 54 m wide, with a carrying capacity of 15,908 TEUs and a current reported draught of 12 m. y Progressively, non-Mundra ports volume share in APSEZ ports portfolio is growing. In FY24, Mundra port?s volume share in APSEZ?s total volumes (excluding Haifa) was 44%, vs 46% in

FY23. This indicates volume diversification and reduction in concentration risk. Similar trends were also witnessed in APSEZ ports? container volumes, Mundra Port?s share in APSEZ total container volumes (excluding Haifa) has come down to 76% in FY24 from 77% in FY23. Also, the cargo volume share of east coast ports has increased to 43% in FY24 from 39% previous year.

Logistics: y Record containers transported through rail during the year with growth of 19% YoY to reach 5,97,507 TEUs. y Bulk cargo witnessed a strong growth with 40% YoY increase and recorded its highest ever GPWIS cargo volumes of 20.1 MMT. y Added 34 rakes taking total rakes count to 127. y Commissioned Loni, Valvada, and Virochannagar MMLPs, during the year taking the total count to 12.

y Operational silo capacity increased to ~1.2 MMT with the commissioning of Samastipur and Darbhanga agri silos commissioned during the year. y Total warehousing capacity increased to 2.4 Mn Sq Ft during the year with addition of warehouses at Mumbai and Indore.

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

Credit Rating

The Company?s financial discipline and prudence is reflected in the strong credit ratings ascribed by rating agencies. The details of credit rating are disclosed in the Corporate Governance Report, which forms part of this Integrated Annual Report.

Dividend and Reserves

Dividend

Your Directors have recommended a dividend of Rs 6 (300%) per Equity Share of Rs 2 each and 0.01% dividend on 0.01% Non-Cumulative Redeemable Preference Shares of Rs 10 each for FY24. The dividend is subject to approval of shareholders at the ensuing Annual General Meeting (AGM) and shall be subject to deduction of tax at source. The dividend, if approved by the shareholders, would involve a cash outflow of

Rs 1,296.08 crore.

Dividend Distribution Policy

The Dividend Distribution and Shareholder Return Policy, in terms of Regulation 43A of the SEBI Listing Regulations is available on your Company?s website on https:// www.adaniports.com/-/media/Project/Ports/Investor/ corporate governance/Policies/Dividend-Distribution-and-Shareholder-Return-Policy.pdf. The current year lower payout ratio is because of the recently and voluntarily adopted program to maintain a lower leverage of upto 2.5x EBIDTA.

Unclaimed Dividends

Details of outstanding and unclaimed dividends previously declared and paid by the Company are given under the Corporate Governance Report, which forms part of this Integrated Annual Report.

Transfer to Reserves

As permitted under the Act, the Board does not propose to transfer any amount to General Reserves. The closing balance of the retained earnings of your Company for FY24, after all appropriations and adjustments, was

Rs 15,204.42 crore.

Share Capital

During the year under review, there was no change in the authorized and paid-up share capital of your Company. The authorized share capital of your Company is Rs 2,100 crore and paid-up share capital of your Company is

Rs 434.53 crore.

Non-Convertible Debentures (NCDs)

During the year under review, your Company has issued and allotted 50,000 rated, listed, secured redeemable NCDs of face value of Rs 1 lakh each aggregating to Rs 500 crore on a private placement basis.

Your Company has outstanding Listed, Secured Redeemable NCDs of face value of Rs 10 lakh each aggregating to Rs 7,252 crore. These NCDs are listed on the wholesale debt market segment of BSE Limited. During the year under review, your Company redeemed 16,000 NCDs of face value of Rs 10 lakh each aggregating to Rs 1,600 crore.

Buyback of Senior Unsecured Notes (‘Senior Notes?) - Rule 144A/Regulation

The Board approved the proposal to buy back 3.375% US$ 650 million Senior Notes due in 2024 in one or more tranches. During the year under review, your Company completed tranche II of early settlement of Senior Notes tendered pursuant to the Tender Offer to purchase for cash up to US$ 195 million, cumulatively aggregating to USD 325 million. For the remaining outstanding Senior Notes, the Company may choose to either accelerate or defer this plan subject to its own liquidity position and the market conditions and further subject to the terms, including the pricing and market dynamics.

Strategic Acquisitions/Divestment

y Your Company had entered into a Share Purchase Agreement for sale of its investment of 49% in Adani Ennore Container Terminal Private Limited, a wholly owned subsidiary, on December 14, 2023.

The completion of which is subject to fulfillment of certain conditions precedents. y Your Company has entered into a definitive agreement on March 25, 2024 to acquire 95% stake of Gopalpur Ports Limited ("GPL") from the existing shareholders of GPL. The completion of which is subject to fulfillment of certain conditions precedents.

Public Deposits

There were no outstanding deposits within the meaning of Section 73 and 74 of the Act read with rules made thereunder at the end of FY24 or the previous financial years. Your Company did not accept any deposit during the year under review.

Particulars of loans, guarantees or investments

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

Subsidiaries, Joint Ventures and Associate Companies

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

During the year under review, the following entities were formed/acquired by the Company / subsidiaries / joint ventures:

Poseidon Leasing IFSC Limited

Udanvat Leasing IFSC Limited

Mandhata Build Estate Private Limited

Nabhganga Enterprises Private Limited

Griptronics Enterprises Private Limited

Adrita Realtors Private Limited

Agratas Projects Private Limited

Dependencia Infrastructure Private Limited

IAV Urja Services Limited

Veracity Supply Chain Private Limited

East Africa Gateway Ltd., Abu Dhabi

Harbour Services Lanka (Pvt) Ltd., Sri Lanka

During the year under review, the following entities ceased to be subsidiary/joint venture/associate of the Company:

Adani Krishnapatnam Container Terminal Private Limited (wholly owned subsidiary of Adani Krishnapatnam Port Limited)

PT IOT EPC Indonesia (subsidiary company of Indianoil Adani Ventures Limited)

IndianOil Adani Venture Limited, JV entity has incorporated IAV Udaan Limited as wholly owned subsidiary company on April 19, 2024.

Adani Agri Logistics Limited (‘AALL?), a step-down subsidiary of the Company has acquired 100% stake of Kliptek Projects Private Limited on April 26, 2024, Nihita Green Energy Private Limited and Vidip Realtors Private Limited on April 29, 2024.

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, your Company has prepared consolidated financial statements of the

Company and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1, which forms part of this Integrated Annual Report.

The annual financial statements and related detailed information of the subsidiary companies shall be made available to the shareholders of the holding and subsidiary companies seeking such information on all working days during business hours. The financial statements of the subsidiary companies shall also be kept for inspection by any shareholders during working hours at your 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 your Company and audited accounts of each of its subsidiaries, are available on website of your Company (www.adaniports.com).

Material Subsidiaries

Based on Financial Statement as on March 31, 2024, the Company has 7 (Seven) unlisted material subsidiaries. Your Company has formulated a policy for determining material subsidiaries. The policy is available on your Company?s website and link for the same is given in Annexure-A of this report.

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

Directors and Key Managerial Personnels

As of March 31, 2024, your Company?s Board had eleven members comprising of three Executive Directors, two Non-Executive and Non-Independent Directors and six Independent Directors including two Women Directors. The details of Board and Committee composition, tenure of directors, and other details are available in the Corporate Governance Report, which forms part of this Integrated Annual Report.

In terms of the requirement of the SEBI Listing

Regulations, the Board has identifiedcore skills, expertise, and competencies of the Directors in the context of the Company?s business for effective functioning. The key skills, expertise and core competencies of the Board of Directors are detailed in the Corporate Governance Report, which forms part of this Integrated Annual Report.

Appointment/Cessation/Change in Designation of Directors

During the year under review, following changes took place in the Directorships:

Appointment:

Mr. Rajkumar Beniwal, IAS (DIN: 07195658), Vice Chairman & CEO, Gujarat Maritime Board was appointed as an Additional Director of your Company w.e.f. November 9, 2023. His appointment was approved by the shareholders in the Extra Ordinary General Meeting held on January 6, 2024.

Mr. Ashwani Gupta (DIN: 10455435) was appointed as Chief Executive Officer and Whole Time Director of the Company w.e.f. January 4, 2024 and January 5, 2024, respectively. His appointment was approved by the shareholders through Postal Ballot on April 2, 2024.

Mrs. M. V. Bhanumathi (DIN: 10172983) was appointed as an Additional Director (Non

Executive Independent) of the Company w.e.f. February 28, 2024. Her appointment was approved by the shareholders through Postal Ballot on April 2, 2024.

Change in designation:

Mr.GautamAdani(DIN:00006273)wasredesignated as Executive Chairman w.e.f. January 4, 2024 for remaining period of his appointment.

Mr. Karan Adani (DIN: 03088095) was redesignated as Managing Director of the Company w.e.f. January 4, 2024 for the remaining period of his appointment.

Cessation:

Mr. Ranjitsinh B. Barad, IAS (DIN:07559958), representing Gujarat Maritime Board, resigned as Director of the Company w.e.f. June 23, 2023.

Dr. Malay Mahadevia (DIN: 00064110) resigned as Director of the Company w.e.f. January 3, 2024.

Mrs. Nirupama Rao (DIN: 06954879) ceased as an Independent Director of the Company w.e.f. April 21, 2024 on completion of her tenure.

The Board places on record the deep appreciation for valuable services and guidance provided by Mr. Ranjitsinh Barad, IAS, Dr. Malay Mahadevia and Mrs. Nirupama Rao during their tenure of directorship.

Re-appointment of Director(s) retiring by rotation

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of your Company, Mr. Karan Adani (DIN: 03088095) is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. The Board recommends the re-appointment of Mr. Karan Adani as Director for your approval. Brief details, as required under Secretarial Standard-2 and Regulation 36 of SEBI Listing Regulations, are provided in the Notice of AGM.

Declaration from Independent Directors

Your Company has received declarations from all the

Independent Directors of your Company confirming that they meet the criteria of independence as prescribed under 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 an Independent Director. The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and

Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

Key Managerial Personnel:

As on the date of this report, following are Key Managerial Personnel ("KMPs") of the Company as per Sections 2(51) and 203 of the Act:

Mr. Gautam S. Adani, Executive Chairman

Mr. Karan Adani, Managing Director

Mr. Ashwani Gupta, Whole Time Director & CEO

Mr. D. Muthukumaran, Chief Financial Officer

Mr. Kamlesh Bhagia, Company Secretary

Committees of Board

As required under the Act and the SEBI Listing Regulations, your Company has constituted various statutory committees. Additionally, the Board has formed other governance committees and sub-committees to review specific business operations and governance matters including any specific items that the Board may decide to delegate. As on March 31, 2024, the Board has constituted the following committees / sub-committees.

Statutory Committees:

Audit Committee

Nomination and Remuneration Committee

Stakeholders Relationship Committee

Risk Management Committee

Corporate Social Responsibility Committee

Governance Committees:

Corporate Responsibility Committee

Information Technology & Data Security Committee

Legal, Regulatory & Tax Committee

Reputation Risk Committee

Merger & Acquisitions Committee

Details of all the committees such as terms of reference, composition, and meetings held during the year under review are disclosed in the Corporate Governance Report, which forms part of this Integrated Annual Report.

Number of meetings of the Board

The Board met 10 (ten) times during the year under review. The intervening gap between the meetings did not exceed 120 days, as prescribed under the Act and SEBI Listing Regulations. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report.

Independent Directors? Meeting

The Independent Directors met on March 29, 2024, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of your 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 Nomination and Remuneration Committee (NRC) engaged Talentonic HR Solutions Private Limited, an external advisory company, to facilitate the evaluation and effectiveness process of the Board, its committees and individual Directors for FY24.

A detailed Board effectiveness assessment questionnaire was developed by the external advisory company based on the criteria and framework adopted by the Board. Virtual meetings were organized with the Directors and discussions were held on three key themes i.e. strategic direction, t-for-use and focus on environment, social and governance.

The results of the evaluation showed high level of commitment and engagement of Board, its various committees and senior leadership. The recommendations arising from the evaluation process were discussed at the Independent Directors? meeting held on March 29, 2024 and also at the NRC meeting and Board meeting held on May 1, 2024 and May 2, 2024, respectively. The suggestions were considered by the Board to optimize the effectiveness and functioning of the Board and its committees.

Board Familiarisation and Training Programme

The Board is regularly updated on changes in statutory provisions, as applicable to your Company. The Board is also updated on the operations, key trends and risk universe applicable to your Company?s business. These updates help the Directors in keeping abreast of key changes and their impact on your Company. An annual strategy retreat is conducted by your Company where the Board provides its inputs on the business strategy and long- term sustainable growth for your Company. Additionally, the Directors also participate in various programmes /meetings where subject matter experts apprise the Directors on key global trends. The details of such programmes are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report.

Policy on Directors? appointment and remuneration

Pursuant to Section 178(3) of the Act, your Company has framed a policy on Directors? appointment and remuneration and other matters ("Remuneration Policy") which is available on the website of your Company at https://www.adaniports.com/Investors/ Corporate-Governance.

The Remuneration Policy for selection of Directors and determining Directors? independence sets out the guiding principles for the NRC for identifying the persons who are qualified to become the Directors.Your Company?s Remuneration Policy is directed towards rewarding performance based on review of achievements. The Remuneration Policy is in consonance with existing industry practice.

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

Board Diversity

The Company recognizes and embraces the importance of a diverse Board in its success. The Board has adopted the Board Diversity Policy which sets out the approach to the diversity of the Board of Directors. The said Policy is available on your Company?s website and link for the same is given in Annexure-A of this report.

Succession Plan

Your Company has an effective mechanism for succession planning which focuses on orderly succession of Directors, Key Management Personnel and Senior Management. The NominationandRemunerationCommitteeimplements this mechanism in concurrence with the Board.

Directors? Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board, to the best of their knowledge and based on the information and explanations received from the management of your Company, confirm that: a. inthepreparationoftheAnnualFinancialStatements, the applicable accounting standards have been followed and there are no material departures; b. they have selected such accounting policies and applied them consistently and judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the

Company at the end of the financial year and of the profit of the Company for that period; c. 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. the annual financial on a going concern basis; e. they have laid down internal financial controls to be followed by the Company and that such internal financial operating effectively; f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Internal Financial control system and their adequacy

The details in respect of internal financial controls and their adequacy are included in the Management Discussion and Analysis Report, which forms part of this Integrated Annual Report.

Risk Management

The Company has a structured Risk Management Framework, designed to identify, assess and mitigate risks appropriately. The Board has formed a Risk Management Committee (RMC) to frame, implement and monitor the risk management plan for the Company. The RMC is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses are systematically addressed through mitigation actions on a continual basis. Further details on the Risk Management activities, including the implementation of risk management policy, key risks identified and their mitigations are covered in Management Discussion and Analysis Report, which forms part of this Integrated Annual Report.

Board policies

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

Corporate Social Responsibility (CSR)

The details of the CSR Committee are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report. The CSR policy is available on the website of your Company at https://www.adaniports.com/-/media/Project/Ports/ Investor/corporate-governance/Policies/Code-of-Conduct.pdf. The Annual Report on CSR activities is annexed and forms part of this report.

The Chief Financial Officer of your Company that CSR spends of your Company for FY24 have been utilized for the purpose and in the manner approved by the Board of your Company. havebeenprepared

Management Discussion and Analysis

The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing are adequate and

Regulations, is presented in a section forming part of this Integrated Annual Report.

Corporate Governance Report

Your Company is committed to maintain highest standards of corporate governance practices. The Corporate Governance Report, as stipulated by SEBI Listing Regulations, forms part of this Integrated

Annual Report along with the required certificate from a Practicing Company Secretary, regarding compliance of the conditions of corporate governance, as stipulated. In compliance with corporate governance requirements as per the SEBI Listing Regulations, your Company has formulated and implemented a Code of Conduct for all Board members and senior management personnel of your Company ("Code of Conduct"), who have affirmed the compliance thereto. The Code of Conduct is available on the website of your Company at https:// www.adaniports.com/corporate-governance/Policies/ Code_of_Conduct.pdf

Business Responsibility & Sustainability

Report (BRSR)

In accordance with the SEBI Listing Regulations, the BRSR for the FY 24, describing the initiatives taken by your Company from an environment, social and governance (ESG) perspective, forms part of this Integrated Annual Report. In addition to BRSR, the Integrated Annual Report of the Company provides an insight on various ESG initiatives adopted by the Company.

Annual Return

Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2024 prepared in accordance with Section 92(3) of the Act is made available on the website of your Company and can be accessed using the https://www.adaniports.com/-/media/Project/ Ports/Investor/Investor-Downloads/Annual-Return/ Annual-Return-2024.pdf.

Transactions with Related Parties

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

All transactions with related parties entered into during the year under review were at arm?s length basis and in the ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and your Company?s Policy on Related Party Transactions.

The Audit Committee comprises solely of the Independent Directors of your Company. The members of the Audit Committee abstained from discussing and voting in the transaction(s) in which they were interested.

During the year, 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, the material related party transactions pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations had been duly approved by the shareholders of the Company in the Extra Ordinary General Meeting held on January 6, 2024.

Your Company did not enter into any related party transactions during the year under review, which could be prejudicial to the interest of minority shareholders. The Policy on Related Party Transactions is available on your Company?s website and can be accessed using the link https://www.adaniports.com/Investors/ Corporate-Governance.

Pursuant to the provisions of Regulation 23 of the

SEBI Listing Regulations, your Company has filed half yearly reports to the stock exchanges, for the related party transactions.

Statutory Auditors & Auditors? Report

M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No 117366W/W-100018) resigned causing a casual vacancy as Statutory Auditor of the Company w.e.f. August 12, 2023.

Your Company appointed M/s. M S K A & Associates,

Chartered Accountants (firm registration no.

105047W) as the Statutory Auditors of the Company to fill the casual vacancy till the dateof ensuing AGM. In pursuance of the recommendation received from Audit Committee of the Company, the Board has approved appointment of M/s. M S K A & Associates, Chartered

Accountants (firm registration no. 105047W) as the Statutory Auditors of the Company for a period of 5 years from conclusion of ensuing AGM to conclusion of AGM to be held in calendar year 2029 subject to approval of Shareholders at the ensuing AGM.

The Notes to the financial statements referred in the

Auditors? Report are self-explanatory.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the Board re-appointed Mr. Ashwin Shah, Practicing Company Secretary, to undertake the Secretarial Audit of your Company for FY24. The Secretarial Audit Report for the year under review is provided as Annexure-B of this report.

Explanation to Statutory and Secretarial Auditors? Comment:

The Statutory Auditor?s and Secretarial Auditor?s qualifications have been appropriately dealt with in Note No. 44 of the standalone financial statements and Note No. 54 of the consolidated financial statements.

Secretarial Audit of Material Unlisted Indian Subsidiary

As per the requirements of SEBI Listing Regulations, the Practicing Company Secretaries appointed by respective material subsidiaries of the Company undertook secretarial audit of these subsidiaries for FY24. Each secretarial audit report confirms that the relevant material subsidiary has complied with the provisions of the Act, rules, regulations and guidelines and that there were no deviations or non- compliances. The secretarial audit reports of each material subsidiary forms part of this Integrated Annual Report.

Secretarial Standards

During the year under review, your Company has complied with all the applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India.

Reporting of frauds by Auditors

During the year under review, the Statutory Auditors and Secretarial Auditor of your Company have not reported any instances of fraud committed in your Company by Company?s officers or employees, to the Audit Committee, as required under Section 143(12) of the Act.

Particulars of Employees

Your Company had 1,192 (standalone basis) employees as of March 31, 2024.

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, relating to percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel to the median of employees? remuneration are provided in Annexure-C of this report.

The statement containing particulars of employees, as required under Section 197 of the Act, read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. However, in terms of Section 136 of the Act, the Integrated Annual Report is being sent to the shareholders and others entitled thereto, excluding the said annexure, which is available for inspection by the shareholders at the

Registered Office of your Company on working days of your Company. If any shareholder is interested in obtaining a copy thereof, such shareholder may write to the Company Secretary in this regard.

Prevention of Sexual Harassment at Workplace

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has laid down a Prevention of Sexual Harassment (POSH) Policy and has constituted Internal Complaints Committees (ICs), at all relevant locations across India to consider and resolve the complaints related to sexual harassment. The ICs includes external members with relevant experience. The ICs, presided by senior women, conduct the investigations and make decisions at the respective locations. The Company has zero tolerance on sexual harassment at the workplace. The ICs also work extensively on creating awareness on relevance of sexual harassment issues, including while working remotely. The employees are required to undergo a mandatory training/ certification on POSH to sensitize themselves and strengthen their awareness.

During the year under review, your Company has not received any complaint pertaining to sexual harassment. All new employees go through a detailed personal orientation on anti-sexual harassment policy adopted by your Company.

Vigil Mechanism

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

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

No person has been denied access to the Chairman of the Audit Committee. The said policy is uploaded on the website of your Company at https:// www.adaniports.com/corporate-governance/Policies/ Whistle-Blower-Policy.pdf.

During the year under review, your Company has not received any complaints under the vigil mechanism.

Conservation of Energy, Technology during business hours Absorption, Foreign Exchange Earnings and Outgo

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

Cyber Security

In view of increased cyberattack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in-line with the threat scenarios. Your Company?s technology environment is enabled with real time security monitoring with requisite controls at various layers starting from end user machines to network, application and the data.

During the year under review, your Company did not face any incidents or breaches or loss of data breach in Cyber Security.

Code for prevention of insider trading

Your Company has adopted a Code of Conduct ("Code") to regulate, monitor and report trading in Company?s shares by Company?s designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in Company?s shares and sharing Unpublished Price Sensitive Information ("UPSI"). The Code covers Company?s obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the Company?s website and link for the same is given in Annexure-A of this report.

The employees undergo mandatory training/ certification on this Code to sensitize themselves and strengthen their awareness.

General Disclosures

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

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

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

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

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

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

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

6. One time settlement of loan obtained from the Banks or Financial Institutions.

7. Revision of financial statements and Directors?

Report of your Company.

Acknowledgement

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

For and on behalf of the Board of Directors

Gautam S. Adani

Date: May 2, 2024 Chairman
Place: Ahmedabad (DIN: 00006273)