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ADANI PORTS & SPECIAL ECONOMIC ZONE LTD.

25 June 2026 | 12:00

Industry >> Port & Port Services

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ISIN No INE742F01042 BSE Code / NSE Code 532921 / ADANIPORTS Book Value (Rs.) 444.86 Face Value 2.00
Bookclosure 12/06/2026 52Week High 1858 EPS 59.28 P/E 30.29
Market Cap. 387960.95 Cr. 52Week Low 1291 P/BV / Div Yield (%) 4.04 / 0.42 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 :2026-03 

3. Property, Plant and Equipment, Right-of-Use assets, other Intangible Assets, Goodwill,

Capital Work-in-Progress and Intangible Assets Under Development (Contd.)

vi) Free Hold and Lease Hold Land includes Land given on Operating Lease Basis:

Gross Block as at March 31, 2026 : ' 6.88 crore (previous year : ' 6.71 crore)

Accumulated Depreciation as at March 31, 2026 : ' 0.64 crore (previous year : ' 0.59 crore)

Net Block as at March 31, 2026 : ' 6.24 crore (previous year : ' 6.12 crore)

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

viii) Following is the details of immovable properties not held in the name of the Company

(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.


3. Property, Plant and Equipment, Right-of-Use assets, other Intangible Assets, Goodwill, Capital Work-in-Progress and Intangible Assets Under Development (Contd.)

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, 2026 and March 31, 2025 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.

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 had accounted for OCRPS at fair value. The difference between the carrying amount of CCPS and fair value of OCRPS was ' 244.49 crore which was included in other expense in the Statement of Profit and Loss. Further, OCRPS had been redeemed during the previous year.

j) Optionally Convertible Debentures (OCDs) with a tenure of 10 years are repayable on October 10, 2034, and the Company has option to convert Class D OCDs into Class B equity shares at its discretion any time after one year from the deemed date of allotment. Hence, the same is considered as equity instruments.

k) During the current year, wholly owned Subsidiaries, Adani Tracks Management Services Limited, The Dhamra Port Company Limited and Adani Krishnapatnam Port Limited have bought back 13,500,000 equity shares, 281,500,000 equity shares and 12,500,000 equity shares respectively.

e) 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.

f) Aggregate amount of unquoted investments as at March 31, 2026 ' 68,541.70 crore (previous year ' 52,163.92 crore).

g) 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.

h) During the previous 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 had 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.

i) 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 previous year, the Company and AKPL management finalised the change in terms

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 receivable are due from firms or private companies except transaction with related party (refer note 32) in which any director is a partner, a director or a member.

b) Generally, as per credit terms trade receivable are collectable within 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.

(a) Capital advances includes ' 125.33 crore (previous year ' 51.43 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) During the year, upon receipt of the requisite statutory and regulatory approvals, the Company completed the acquisition of Abbot Point Port Holdings Pte. Ltd. (APPH), Singapore, for an enterprise value of AUD 3,975 million, net of liabilities assumed, and issued 143,820,153 equity shares on December 23, 2025, as part of the purchase consideration.

ii) 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.

- I n 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:

iii) Aggregate number of 11,83,87,184 (upto March 31, 2025: 11,83,87,184) equity shares of ' 2 each have been allotted, Pursuant to Composite Scheme of Arrangement.

i) Terms of Non-Cumulative Redeemable Preference shares

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).

I n 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 ' 4,998.39 crore (previous year ' Nil) 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, movable project assets located at Khavda, and specified project assets of the identified subsidiaries of the Company.

b) Debentures include Secured Non-Convertible Redeemable Debentures aggregating to ' 2,025.68 crore (previous year ' 2,457.32 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.

c) Debentures include Secured Non-Convertible Redeemable Debentures aggregating to ' 991.85 crore (previous year ' Nil) which are secured by way of a pari-passu charge on the pool of identified loans and advances and/or receivables arising out of outstanding financial assistance provided by the Company to the identified subsidiaries.

d) Debentures include Secured Non-Convertible Redeemable Debentures aggregating to ' 585.37 crore (previous year ' 918.54 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.

e) Debentures include Secured Non-Convertible Redeemable Debentures aggregating to ' 1,064.78 crore (previous year ' 1,595.98 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.

f) Debentures include Secured Non-Convertible Redeemable Debentures aggregating to ' 491.48 crore (previous year ' 490.10 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.

g) Foreign currency letters of credit / Trade Credits aggregating to ' 184.09 crore (previous year ' 296.36 crore) are secured by subservient charge on certain movable Fixed assets and Current assets of the Company.

h) Unsecured Loan

(i) 10 years Foreign Currency Bond of USD 243.05 million equivalent to ' 2,304.99 crore (previous year ' 4,271.70 crore) carries interest rate at 4% p.a. with bullet repayment in the year 2027. During the current year, the Company has prepaid USD 256.95 million in principal amount of its Outstanding notes.

(ii) 10 years Foreign Currency Bond of USD 643.84 million equivalent to ' 6,101.49 crore (previous year ' 6,389.79 crore) carries interest rate at 4.375% p.a. with bullet repayment in the year 2029. During the current year, the Company has prepaid USD 106.16 million in principal amount of its Outstanding notes.

(iii) 7 years Foreign Currency Bond of USD 625 million equivalent to ' 5,927.19 crore (previous year ' 6,400.08 crore) carries interest rate at 4.20% p.a. with bullet repayment in the year 2027. During the current year, the Company has prepaid USD 125 million in principal amount of its Outstanding notes.

(iv) 10 years Foreign Currency Bond of USD 402.51 million equivalent to ' 3,799.36 crore (previous year ' 4,250.19 crore) carries interest rate at 3.10% p.a. with bullet repayment in the year 2031. During the current year, the Company has prepaid USD 97.49 million in principal amount of its Outstanding notes.

(v) 10.50 years Foreign Currency Bond of USD 300 million equivalent to ' 2,822.78 crore (previous year ' 2,538.49 crore) carries interest rate at 3.828% p.a. with bullet repayment in the year 2032.

(vi) 20 years Foreign Currency Bond of USD 450 million equivalent to ' 4,220.94 crore (previous year ' 3,797.97 crore) carries interest rate at 5% p.a. with bullet repayment in the year 2041.

(vii) Rupee term loan amounting to ' Nil (previous year ' 350 crore) carries interest @ 1 Month T-bill plus spread of 1.26%. The same has been fully repaid during the year.

(viii) New Rupee term loan amounting to ' 375 crore (previous year ' 555 crore) carries 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 with last instalment due on June 21, 2026.

(ix) I nter Corporate deposits from subsidiaries aggregating to ' 6,619.95 crore (previous year ' 6,137.25 crore) are repayable within a period of 7 years from the date of agreement and carries interest rate ranging from 7.50% p.a. to 7.85% p.a.

(x) Foreign currency term loans of USD 429.33 million equivalent to ' 4,045.43 crore (previous year ' 808.94 crore) carries interest rate of O/N SOFR plus spread ranging from 175 bps to 220 bps and are repayable during the period from August 24, 2027 to March 27, 2030.

b) The Company has various assets on finance lease to various parties. The lease agreements are non-cancellable. There is no contingent rent and no restrictions imposed by the lease arrangements. Land leases include an escalation clause allowing upward revision of rent at reasonable intervals. The company had also received one-time income of upfront premium amounting to ' 2000 per Sq. mtr for use of common infrastructure by the parties. Such one-time income of upfront premium is non-refundable. Income of ' Nil (previous year ' 312.74 crore) including upfront premium of ' Nil (previous year ' 151.00 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 ' 81.88 crore (previous year ' 47.30 crore)

b) The Company has a defined benefit gratuity plan (funded) in accordance with the provisions of the Code on Social Security, 2020. Under the Code, employees 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.

The Company expects to contribute ' 26.13 crore to the gratuity fund in the financial year 2026-27 (previous year ' 6.18 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 except as disclosed in Note (A) below.

(ii) All Rupee loans and foreign currency loans are given on interest bearing within the range of 5.96 % p.a. to 11 % 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 ' 15.47 crore (previous year ' 16.59 crore) are interest free. These loans are within a tenure of 30 years from the date of agreement.

Notes:

(i) The names of the related parties and nature of the relationships where control exists are disclosed irrespective of whether or not there have been transactions between the related parties. For others, the names and the nature of relationships is disclosed only when the transactions are entered into by the Company with the related parties during the existence of the related party relationship.

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.

I n 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 31,2026 and March 31,2025.

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, 2026 and March 31, 2025. 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, 2026 and March 31, 2025.

(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, 2026 would decrease / increase by ' 23.15 crore (previous year ' 10.07 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.

(ii) Foreign currency risk

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, 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.

(iii) Equity price risk

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 ' 6,599 crore (previous year ' 9,406.14 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 69% revenue (previous year 62%) from such customers, and with some of these customers, the Company has long term cargo contracts. As at March 31, 2026, receivables from such customer constitute 38% (previous year 42%) 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.

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.

I n 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, 2026 and March 31, 2025.

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, 2026. 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.

37 Contingent Liabilities not provided for

' In crore

Sr.

No

Particulars

March 31, 2026

March 31, 2025

a)

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

1,061.06

941.13

b)

Bank Guarantees given to government authorities and banks

291.54

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

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). On May 29. 2025 vide Order no. GEXCOM/ ADJN/ST/COM/76/2023-ADJN has dropped the SCN and only SCN no. STC/4-11/O&A/13-14 dt. 24.10.13 is currently kept in call books of the department.

0.73

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

' In crore

Sr.

No

Particulars

March 31, 2026

March 31, 2025

f)

Show Cause Notice received from the Commissioner of Service Tax, Kolkata for Valuation matters of services provided during to FY 2010-11 to 2014-15. The Company had filed an appeal before Commissioner (Appeals) which has been now disposed and matter remanded back to the original authority for fresh hearing. Based on opinion of legal counsel, the management doesn't expect any demand.

1.24

1.24

g)

Claims not acknowledged as debts :-

Various matters pending relating to Goods and Services Tax (including Cess). The management is of the view that no liability shall arise on the Company.

53.02

h)

The Company's tax assessments are completed till Assessment year 2023-24, Appeals are pending with High Court/Supreme Court for Assessment Year 2008-09 to AY 2016-17, with CIT(A)/ITAT for AY 2017-18 to AY 2022-23. Company has received favourable orders on most of the matters for AY 2008-09 to AY 2022-23 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.

i)

For Arbitration related matter refer note 40.

40 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.

During the current year, the Arbitral Tribunal has passed its award partially in favour of the Company. Based on the award pronounced, the Company has recognised and accounted for the amount awarded.

The Company has contested the balance portion of the award, to the extent its claims were not awarded and has preferred a petition before the appropriate adjudicating authority. Pending the outcome of such proceedings, no amount has been recognised in respect of the contested balance claims as at March 31, 2026.

43 The Hon'ble National Company Law Tribunal (NCLT), Ahmedabad Bench, vide its order dated April 01, 2026, has sanctioned the Scheme of Amalgamation between Adani Ports and Special Economic Zone Limited ("Transferee Company”) and Adani Harbour Services Limited ("Transferor Company”) under Sections 230 to 232 of the Companies Act, 2013, with an Appointed Date of July 01, 2025.

The above scheme of amalgamation has been accounted under 'the pooling of interests method' i.e. in accordance with Appendix C of Ind AS 103 - Business Combinations, read with Ind AS 10 - Events after the Reporting Period. Accordingly, the comparative figures have been restated to give effect to the amalgamation from the beginning of the previous year i.e. April 01, 2024.

44 In the financial year 2022-23, a short seller report ("SSR") was published having certain allegations on some of the Adani Group Companies, including the Company and its certain subsidiaries.

The Hon'ble Supreme Court of India ("SC") by its order dated January 03, 2024, disposed of all matters of appeal relating to the allegations in the SSR and in various petitions including those relating to separate independent investigations. SEBI vide its order dated September 18, 2025 concluded on two Show Cause Notices (SCNs) and found no non-compliance of provisions of the Listing Agreement and SEBI LODR Regulations pertaining to related party transactions with regard to certain transactions with third parties in earlier financial years. All allegations mentioned in the said SCNs and the proceedings were closed with no penalty or further directions.

45 During the previous financial year 2024-25, the Company's management 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 a non-executive director of the Company. The non-executive director is indicted on three counts namely (i) alleged securities fraud conspiracy (ii) alleged wire fraud conspiracy and (iii) alleged securities fraud for making false and misleading statements and as per US SEC civil complaint, non-executive director omitting material facts that rendered certain statements misleading to US investors under Securities Act of 1933 and the Securities Act of 1934. The Company has not been named in these matters.

During the year ended March 31, 2026, the legal counsels representing the non-executive director have agreed to accept service of US SEC on behalf of such non-executive director, without accepting the jurisdiction of EDNY and reserving all rights and defences available to them. Subsequently, the legal counsels had filed letter with EDNY court and sought pre-motion conference in the matter including grounds for dismissal of the US SEC's civil complaint based on all defences including as to jurisdiction and merits of the matters. As at reporting date, the matter is pending to be heard by EDNY court.

Having regard to the status of the above-mentioned matters as at reporting date, and the fact that the matters stated above do not pertain to the Company, there were no impact to the Company as at year ended March 31, 2025. There are no changes to the above conclusions as at and for the year ended March 31, 2026.

46 Exceptional items includes following:-

(i) As on November 21, 2025, the Government of India notified four Labour Codes effective immediately replacing the existing 29 labour laws. The impact of implementation of the Labour Codes has resulted in an increase of ' 74.93 crore in the liabilities for defined benefit obligation with the corresponding impact of it as an exceptional item. The amount has been measured and recognised based on management assessment of the impact on defined benefit obligation on such implementation during the year ended March 31, 2026. The Company continues to monitor the finalization of Central and State Rules, as well as Government clarification on other aspects of the Labour Codes, and will recognize the consequential impact, if any, based on such developments.

(ii) 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.

During the current year, the arbitration proceedings were concluded in favor of Adani Vizag Container Terminal Private Limited (AVCPTL) on August 12, 2025. Pursuant to the arbitral award, the Company received ' 192.60 crore from VPT. On a careful evaluation of the aforesaid factors, the management of the Company has concluded its assessment and reversed provision for impairment loss on loans amounting to ' 196.10 crore and written of loans amounting to ' 181.37 crore considering the impairment assessment, recoverability and sustainability of AVCTPL business. The same has been presented as an exceptional item.

(iii) Adani Kandla Bulk Terminal Private Limited ("AKBTPL'), a wholly owned subsidiary of the Company, is engaged in providing port services near Tuna outside Kandla creek at Kandla Port under concession from Deendayal Port Trust. During the current year, the management of the Company has carried out detailed cash flow projections over the period of the Concession agreement for determining the recoverable value of its investments in accordance with Ind AS 36 Impairment of Assets. The Company is impacted due to lower cargo volumes, which seem to be sustainable in near future considering coal volume handling over long term, pursuant to which the cargo projections were reassessed at the reporting date. Basis such assessment, the Management has revised the estimates relating to cargo traffic, port tariffs, inflation, discount rates, revenue share etc. which are reasonable over the entire concession period and determined the sustainable investments in AKBTPL. On a careful evaluation of the aforesaid factors, the management of the Company has concluded its assessment, considered impairment loss and waived loans amounting to ' 95 crore.

47 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 except that evidence of the audit trail feature being enabled and operated for direct changes to underlying database of the ERP software from May 27, 2025 to December 12, 2025 and audit trail logs was purged due to technical constraints with retention period of the storage solution and except in respect of certain billing interface. Further, there is no instance of audit trail feature being tampered with in respect of the accounting software where such feature is enabled. Additionally, the audit trail of relevant prior years has been preserved for record retention to the extent it was enabled and recorded in those respective years by the Company as per the statutory requirements for record retention.

48 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 has not been 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.

49 Standards issued but not effective

The amendments to standards that is issued, but not yet effective, up to the date of issuance of the Company's financial statements is disclosed below. The Company intends to adopt this standard, if applicable, as and when they become effective.

Ind AS 1 - Presentation of Financial Statements

This amendment will come into effect from April 1, 2026. Accordingly, the Company will adopt the amendment from the effective date, as applicable.

50 Event occurred after the Balance Sheet Date

(i) The Board of Directors of the Company has recommended Equity dividend of ' 7.50 per equity share (previous year ' 7 per equity share).