(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, 2025 and March 31, 2024 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 year ended on March 31,2023, 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.
(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, 2025 and non-current loans given to AMPTPL amounts to ' 423.01 crore as at March 31, 2025. 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 had been in arbitration with Mormugao Port Trust (MPT) regarding revenue share on deemed storage charges and loss of return on capital due to MPT's non-fulfilment of obligations under the concession agreement until June 2019. In earlier years, AMPTPL had created a provision amounting to ' 134.61 crore for revenue share on deemed storage charges based on the demand raised by Mormugao Port Trust (MPT) in FY 2016 -17 and and continued to account provision for the period till September 2019. During the year, the Conciliation and Settlement Committee (CSC) finalized a settlement agreement under the Arbitration and Conciliation Act, 1996. As per the settlement, royalty on storage charges was agreed at 20% of 1% of the Annual Revenue Requirement (ARR). Consequently, AMPTPL has reversed the excess provision of ' 132.35 crore during the year ended March 31, 2025.
The Company has determined the recoverable amounts of its investments and loans in AMPTPL as at March 31, 2025 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, 2025 ' 52,270.18 crore (previous year ' 46,022.24 crore).
h) 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.
i) During the year, upon fulfillment of condition precedents with regards to the Share Purchase Agreement entered by the Company on December 14, 2023 with Mundi Limited, a subsidiary of Terminal Investment Limited and associate of Mediterranean Shipping Company, the Company has concluded divestment of 49% equity stake of Adani Ennore Container Terminal Private Limited, a subsidiary of the Company, for consideration of ' 248.54 crore and recorded a gain of ' 94.19 crore in the Statement of Profit and Loss.
j) During the year, the Company has concluded the acquisition of 95% equity stake in Gopalpur Ports Limited ("GPL) on October 11, 2024 from existing shareholders of GPL.
k) DPA Container And Clean Cargo Terminal Limited has been incorporated as a Wholly Owned Subsidiary of the Company on August 09, 2024.
l) During October 2020, the Company had acquired the Cumulative Convertible Preference Shares ("CCPS") of Adani Krishnapatnam Port Limited ("AKPL'). The terms of the CCPS were under consideration by the Management of the Company and AKPL as the existing terms of the said CCPS were no longer valid since acquisition. During the year, the Company and AKPL management finalised the change in terms of CCPS which resulted in issue of Optionally Convertible Redeemable Preference Shares ("OCRPS"). In accordance with provision of Ind AS 109 "Financial Instruments" the Company has accounted for OCRPS at fair value. The difference between the carrying amount of CCPS and fair value of OCRPS is ' 244.49 crore which is included in other expense in the Statement of Profit and Loss. Further, OCRPS has been redeemed during the year.
m) During the year, the company and management of The Dhamra Port Company Limited (DPCL) has agreed to change in terms of existing investment in Cumulative Convertible Debentures ("CCD") which resulted in issue of Optionally Convertible Debentures ("OCD").
n) During the year, the Company has written off its investment in Adani Aviation Fuels Limited and Aqua Desilting Private Limited as both companies have filed strike off application with Registrar of Companies (ROC).
(a) Capital advances includes ' 51.43 crore (previous year ' 48.28 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, 2024: 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, 2024: 3,92,00,000) equity shares bought back.
i) Terms of Non-Cumulative Redeemable Preference shares
During the previous 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.
a) Debentures include Secured Non-Convertible Redeemable Debentures aggregating to ' 2,457.32 crore (previous year ' 2,889.11 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 ' 918.54 crore (previous year ' 1,251.73 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 ' 1,595.98 crore (previous year ' 1,593.63 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 ' Nil (previous year ' 996.76 crore) are secured by first rank Pari-passu charge on Specified Assets of one of the Wholly Owned Subsidiary Company. The same has been redeemed during the year.
e) Debentures include Secured Non-Convertible Redeemable Debentures aggregating to ' 490.10 crore (previous year ' 488.84 crore) 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 ' 296.36 crore (previous year ' 59.44 crore) 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 ' 4,271.70 crore (previous year ' 4,158.39 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 ' 6,389.79 crore (previous year ' 6,226.45 crore) carries interest rate at 4.375% p.a. with bullet repayment in the year 2029.
(iii) 5 years Foreign Currency Bond aggregating to ' Nil (previous year USD 325 million equivalent to ' 2,710.95 crore) carries interest rate at 3.375% p.a. with bullet repayment which has been repaid during the year.
(iv) 7 years Foreign Currency Bond of USD 750 million equivalent to ' 6,400.08 crore (previous year ' 6,237.55 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 ' 4,250.19 crore (previous year ' 4,143.18 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 ' 2,538.49 crore (previous year ' 2,473.19 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 ' 3,797.97 crore (previous year ' 3,703.04 crore) carries interest rate at 5% p.a. with bullet repayment in the year 2041.
(viii) Unsecured Foreign currency letters of credit / Trade Credits of ' 333.23 crore, outstanding in the previous year, have been rolled over during the current year.
(ix) Rupee term loan amounting to ' 350.00 crore (previous year ' 500 crore) 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.
(x) New Rupee term loan amounting to ' 555.00 crore (previous year ' Nil) carrying interest rate of 1 Month REPO plus spread of 1.75%. The loan is repayable in 6 quarterly structured instalment commencing from March 21, 2025.
(xi) Inter Corporate deposits from subsidiaries aggregating to ' 14,607.92 crore (previous year ' 10,598.91 crore) are repayable within a period of 9 years from the date of agreement and carries interest rate of 7.50% p.a.
(xii) Foreign currency term loan of USD 95 million equivalent to ' 808.94 crore (previous year ' Nil ) carries interest rate of O/N SOFR plus spread of 220 bps. The loan is repayable at the end of 5th year with bullet repayment in the year 2030.
a) Rupee term loan amounting to ' Nil (previous year ' 237.32 crore) carrying interest @ Repo Rate plus spread of 1.35%.. The loan was 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 and the same has been repaid during the year.
b) Short term loan borrowing amounting to ' 500 crore (previous year ' 190 crore) carries interest rate @ 3M T Bill 1.84%.
c) Foreign currency letters of credit facilities of ' Nil (previous year ' 1.04 crore) was secured by subservient charge on certain movable Fixed assets and Current Assets of the Company and the same has been repaid during the year.
d) Inter Company deposit from subsidiaries aggregating to ' 1,095.00 crore (previous year ' 772.49 crore) carries interest rate ranging from 7.50% p.a. to 7.85% p.a.
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 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 ' 2000 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 ' 312.74 crore (previous year ' 20.12 crore) including upfront premium of ' 151.00 crore (previous year ' 17.80 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 ' 3.97 crore (previous year ' 7.84 crore)
(ii) Amount spent during the year ended:
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.
(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.
(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 Limited whereby loan transaction aggregating to ' 16.59 crore (previous year ' 16.74 crore) are interest free. These loans are within a tenure of 17 years from the date of agreement.
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, 2025 is ' Nil (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 previous 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 31,2025 and March 31,2024.
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, 2025 and March 31, 2024. 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, 2025 and March 31, 2024.
(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, 2025 would decrease / increase by ' 10.07 crore (previous year ' 5.55 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 CNY. 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 ' 9,406.14 crore (previous year ' 8,301.34 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 62% revenue (previous year 63%) from such customers, and with some of these customers, the Company has long term cargo contracts. As at March 31, 2025, receivables from such customer constitute 42% (previous year 30%) 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.
34.4 Capital 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, 2025 and March 31, 2024.
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, 2025. 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 remaining to be executed on capital account and not provided for ' 1,121.45 crore (previous year ' 1,425.32 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. Additionally, the Company has availed credit facility from banks where the Company has provided a Non Disposal Undertaking of its shareholding in Adani International Ports Holdings Pte. Limited ("AIPHPL'), the details of which is tabulated below :-
37 Contingent Liabilities not provided for
|
|
' In crore
|
f,r' Particulars No
|
March 31, 2025
|
March 31, 2024
|
a) Certain facilities availed by the subsidiaries and joint ventures against credit facilities sanctioned to the Company.
|
941.13
|
1,307.53
|
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
|
Sr.
No
|
Particulars
|
March 31, 2025
|
March 31, 2024
|
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 2005-06 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)
|
The Company's tax assessments is completed till Assessment year 2022-23, Appeals are pending with High Court/Supreme Court for Assessment Year 2008-09 to AY 2016-17, with CIT for AY 2017-18 to AY 202122. 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.
|
g)
|
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, 2025.
43 During an earlier year i.e. Financial Year 2022-23, a short seller report ("SSR") was published alleging certain issues against Adani group entities including the Company and its certain subsidiaries. On January 03, 2024, the Hon'ble Supreme Court ("SC") disposed of all matters of appeal in various petitions including separate independent investigations relating to the allegation in SSR and stated that the Securities and Exchange Board of India ("SEBI") should complete the investigation on balance two pending matters and take investigations to their logical conclusion in accordance with the law. During the current year, management believes that balance two investigations have been concluded based on available information.
Pursuant to the SC order, various legal and regulatory proceedings by the SEBI, legal opinions obtained, independent legal & accounting review undertaken by the Adani Group which did not identify any non-compliances or irregularities by the Company and its subsidiaries and the fact that there is no pending regulatory or adjudication proceeding as at date, except relating to show cause notices from the SEBI alleging non-compliance with provisions of applicable laws and regulations pertaining to related party transactions in respect of certain transactions with third parties, not recalling security deposits against terminated contracts, leading to not using the funds for the Company's core business purposes and thus not complying with the Company's code of conduct and alleging wrongful categorisation of shareholding of certain entities as public shareholding. The management of the Company concluded that there were no material consequences of the above matters and the Company and its subsidiaries continues to hold good its position as regards the compliance with applicable laws and regulations.
44 In November 2024, the Company became aware of an indictment filed by United States Department of Justice (US DOJ) and a civil complaint by Securities and Exchange Commission (US SEC) in the United States District Court for the Eastern District of New York against an executive director of the Company. The director is indicted by US DOJ for alleged securities and wire fraud conspiracy and securities fraud for misleading statements and civil complaint by US SEC in respect of alleged omission of disclosure of material facts in certain statements. The Company is not named in these matters. Having regard to the status of the above-mentioned matters, and the fact that the matters stated above do not pertain to the Company, there is no impact to these financial statements.
45 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.
46 The Company uses certain accounting softwares 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 at application level except in respect of certain billing Interface. During the year, the audit trail feature is enabled, for certain direct changes to SAP application and its underlying HANA database when using certain privileged / administrative access rights by authorised users where the process is started during the year and stabilized from March 17, 2025 except billing interface. Further, there is no instance of audit trail feature being tampered in respect of the accounting softwares where such feature is enabled. Additionally, the audit trail has been preserved by the Company as per the statutory requirements for record retention except billing interface.
47 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.
(vii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
48 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.
49 Event occurred after the Balance Sheet Date
(i) The Board of Director of the Company has approved acquisition of Abbot Point Port Holdings Pte Ltd (APPH), Singapore for an enterprises value of AUD 3,975 million net of liabilities to be assumed, 14,38,20,153 equity shares of the Company will be issued at closing to discharge the consideration. The transaction is subject to necessary approval including that of shareholders.
(ii) The Board of Directors of the Company has recommended Equity dividend of ' 7 per equity share (previous year ' 6 per equity share).
|