Adani Portfolio - Response to recent news reports

Adani Portfolio – Response to recent new s reports

Contents A. Adani Portfolio presence and business expansion ................................................... 3 B. Portfolio credit highlights ................................................................ .............. 4 C. Equity Injection in the Adani Portfolio ............................................................... 6 D. Banking Relationships ................................ ................................................... 9 E. ESG Highlights ................................ ................................ .......................... 10 Annexure 1 : Page references for Table 1 from Annual Reports of the listed businesses ......... 13

We have reviewed the Credit Sights report dated August 23, 2022 and have presented below our key observations, clarifications on the issues highlighted in the report. A. Adani Portfolio presence and business expansion Adani Portfolio operates in four broad verticals − The first two verticals are Energy and Utility Vertical, Transport and Logistics vertical, which together form the infrastructure sector businesses of Adani portfolio. The businesses are fully integrated in their respective sectors and present across the entire value chain. − The third vertical is Primary Industries vertical, which feeds off the strengths of the portfolio across Energy and utility vertical and transport and logistics vertical. For example, the Cement manufacturing business has significant adjacencies to power, energy, resource and logistics businesses of the portfolio. − The fourth vertical is direct to consumer (Emerging B2C), which includes consumer businesses such as Adani Digital Labs and Adani Wilmar Limited. It may be further noted that all businesses which require shareholder support are housed under the incubator arm – Adani Enterprises Limited (AEL). These businesses continue under AEL till the time the business is self -sustaining post which they are listed separately creating value for AEL’s shareholders. Further, all the listed businesses operate on a strict “no financial accommodation” policy and have independent boards and management. The businesses operate on a simple yet robust and repeatable business model focused on development and origination, operations and management and capital management plan.

B. Portfolio credit highlights Adani Portfolio companies have successfully and repeatedly executed an industry beating expansion plan over the past decade. While doing so, the companies have consistently de -levered with portfolio net debt to EBITDA ratio coming down from 7.6x to 3.2x (P lease see Chart A below), EBITDA has grown 2 3% CAGR in the last 9 years and debt has only grown by 1 2% CAGR during the same period . Please see below a table summarizing key financial metrics and ratios for Adani portfolio companies – Table 1 : Key Financial Metrics and Ratios Particulars (INR Bn) AEL AGEL APSEZ APL ATGL ATL Total EBITDA (1) 50.00 39.55 120.99 138.69 8.15 54.93 412 Run Rate EBITDA (RR EBITDA (2) ) 87.13 66.44 130.55 154.75 8.15 60.04 507 Unrestricted Cash 9.12 19.53 95.63 7.80 3.89 22.95 159 Restricted Cash (such as DSRA) 30.04 19.14 33.61 20.09 - 7.72 111 Total Cash for Netting off 39.16 38.67 129.24 27.89 3.89 30.67 270 Gross Debt (3) 284.83 443.90 456.37 414.18 9.95 274.91 1,884 Net Debt (4) 245.67 405.23 327.13 386.29 6.06 244.24 1,615 Gross Leverage (Gross Debt / EBITDA) 5.70x 11.22x 3.77x 2.99x 1.22x 5.01x 4.57x Gross Debt / RR EBITDA 3.27x 6.68x 3.50x 2.68x 1.22x 4.58x 3.72x

Particulars (INR Bn) AEL AGEL APSEZ APL ATGL ATL Total Net Leverage (Net Debt / EBITDA) 4.91x 10.25x 2.70x 2.79x 0.74x 4.45x 3.92x Net Debt / RR EBITDA 2.82x 6.10x 2.51x 2.50x 0.74x 4.07x 3.18x EBITDA / Gross Interest (5) 1.98x 1.51x 4.73x 3.39x 15.37x 2.32x 2.90x Note: AEL: Adani Enterprises Limited, AGEL: Adani Green Energy Limited, APSEZ: Adani Ports and Special Economic Zone Limited, APL: Adani Power Limited, ATGL: Adani Total Gas Limited, ATL: Adani Transmission Limited Please refer Annexure 1 for references to above numbers from annual reports of respective companies 1. EBITDA: Earnings before interest, taxes, depreciation and amortization. EBITDA includes other income and is as per numbers reported in audit financials 2. RR EBITDA: Run -rate EBITDA considers annualized EBITDA for assets commissioned after the start of the year. Run rate EBITDA includes other income . AEL Run- rate EBITDA includes annualized EBITDA for Road and Mining Assets which has been operational for partial Period. It also includes the ramp -up based EBITDA of Airport Assets. AGEL Run- rate EBITDA includes the annualized EBITDA for the Assets which has been operational for partial period and also the assets which have been commissioned but not achieved the COD as per PPA. APSEZ Run- rate EBITDA includes the Annual EBITDA of Gangavaram Port which will be consolidated fully post NCLT approval from 1st April 2021 onwards. APL Run -rate EBITDA includes the Annual EBITDA of Mahan Energen and Merchant Revenue being annualized basis market of Q4FY22 3. Gross debt includes term debt and working capital debt and excludes sh areholder subordinated debt 4. Net debt = Gross debt less (Cash and cash equivalents). Both restricted and unrestricted cash and cash equivalents are considered 5. Gross interest includes interest corresponding to Gross debt Chart A: EBITDA growth is 2X the gro wth of debt over last 5 years The leverage ratios of Adani Portfolio companies continue to be healthy and are in line with the industry benchmarks of the respective sectors. Over the last 10 years we have actively worked to improve our debt -metrics through our capital management strategy. Please refer Chart B below for diversification of our long -term debt profile through our capital management strategy. 7.6x 4.3x 3.2x 2013 2016 2022 Net Debt / RR EBIDTA

Chart B: Diversifying long term debt profile towards higher share of bonds The portfolio companies have a full -fledged Capital Management Plan (CMP) which has all credit metrics inbuild. The CMP of companies are set in a manner to automatically pushing it for deleveraging path. Further, please see below clarifications on credit ratios for certain Adani Portfolio companies referenced in the report. In the case of AEL - The Gross leverage is well within the stated credit thresholds of 6.0x. Out of the Gross Debt of INR 285 bn, INR 1 20 bn is towards the trading business which is fully backed by the regular business receivables. If exclude working capital debt for trading business, the real Gross leverage for AEL is less than 3.5 x. Additionally, AEL has received primary equity infusion of USD 1 bn from IHC in the month of May 2022 which fully funds e quity requirement for all incubating businesses except for Adani New Industries Limited ( ANIL). For, ANIL we have already entered into a 75:25 JV with TotalEnergies SE. The Equity requirement in these assets over next 3 years is only USD 1.5 b n which is fully funded through the consistent FCFE generation of INR 25 b n at AEL. Additionally, AEL is yet to dilute the stake of Adani Wilmar to the statutory level which is expected to yield another ~ INR 60 -75 bn during FY23 -24. AGEL – The company is currently at a transition phase from construction heavy portfolio to Operation heavy portfolio by FY24. If we take the RR EBITDA basis the projects which ha ve generated revenue for only partial year than the Gross leverage will be 6.68x for FY22 and Net Leverage will stand at 6. 10x. Further, t he CMP of companies are set in a manner to automatically pushing it for deleveraging path. AGEL will be below 4.5x Net Debt to EBITDA in 10 years’ time as per the current CMP . C. Equity Injection in the Adani Portfolio Adani Portfolio has raised USD 16 bn Equity under a systematic capital management plan for all the Portfolio companies over the last 3 years as a combination of primary, secondary and committed 25 55 8 31 37 14 6 18 6 PSU Private Banks Bonds DII Global Intl. Banks PSU - Capex LC March 2016 March 2022

equity from marquee investors like TotalEnergies, IHC, QIA, Warburg Pincus etc . The overview of our partnership model is as presented below. This has also resulted in the deleveraging of the Promoter level debt, allowing the reduction in the promoter stake pledge in the listed companies (Please refer Chart C below) . Chart C: Promoter Gross Pledge position The equity contribution includes the platform level investments made by IHC across 3 of its portfolio companies AEL (USD 1 bn), AGEL (USD 500 mn) and ATL (USD 500 mn) totaling to USD 2 bn which was settled in May 2022.

TotalEnergies , one of the leading integrated energy playe rs globally, has strategic alliance with the Adani portfolio across its four verticals, namely LNG Terminal ( Adani Total Private Limited ), City Gas Distribution ( Adani Total Gas Limited), Renewable Power Generation ( Adani Green Energy Limited) and Green Hy drogen ecosystem ( Adani New Industries Limited) with committed investments of USD 7.3 bn over past 3 years. Adani has also successfully concluded the IPO of portfolio FMCG company AWL (Adani Wilmar Limited) amounting to INR 36 bn (USD 450 mn) during the month of February 2022.

Adani portfolio companies have a strong track record of delivering value to shareholders attracting equity investors. For example, INR 150 invested in Adani Enterprises Limited, which was the first IPO out of the portfolio, has generated a market valuation of INR 9,00,000 in the past 28 years that is a 6 ,000x multiple. Over the past three years, the portfolio has raised USD 32.3bn capital, which is split into USD 8.3bn in DCM issuances, USD 8bn in Go To market facilities and USD 16bn in Equity Capital program, which is the largest program by any group in India D. Banking Relationships The portfolio has developed deep domestic and international bank relationships, which is outlined below. This has strengthened access to diverse funding sources and structures.

Further, Adani Portfolio companies have demonstrated successful syndication of the banking transactions, resulting in de -risking of the banks in volatile markets. Case in point being Holcim Acquisition t o international banks, Navi Mumbai Airport and Kutch Copper refinery to domestic banks. It may be noted that Adani Portfolio has issued 30Yr bonds (USPP – Adani Transmission Portfolio), 20 Yr Bonds (APSEZ 2041) and 20 Yr Amortiser Bonds (AGEL, RG2), which outlines deep access to international bond markets and infrastructure investors. E. ESG Hi ghlights Adani Portfolio companies are fully committed to ESG aspects and have a robust ESG framework and glide path in place, which is focused on assurance framework.

We have identified key ESG risks and adopted multiple mitigation measures which are business specific for e.g. Mangrove Afforestation in Adani Ports and Increasing Renewable mix in power procurement from 3% in FY21 to 30% FY23 and 60% by FY27 in Adani Elec tricity Mumbai, part of Adani Transmission Limited. The portfolio companies have adopted best -in- class global disclosures and standards like TCFD, SBTi, CDP, SDGs. The portfolio companies are on track to achieve the following: − Water neutral − Zero Waste to Landfill − SUP free sites − Mangrove Afforestation − Zero Biodiversity Net Loss − Carbon Neutrality Additionally, we have improved our Governance standards to align it with Global Best practices. We have already constituted a Corporate Responsibility Commi ttee (100% independent board committee) in all of our portfolio companies which does the review of the ESG progress and framework alignment with progress of the same. Most of the Board Committees in the portfolio companies have majority representation fr om independent directors. All committee’s Terms of References (TOR) has to be reviewed by the board on periodic basis. Below is a short summary of the ESG credentials and environmental commitments of Adani Portfolio companies

Key Environmental commitments of Adani Portfolio companies Note: TCFD: Task Force on Climate -Related Financial Disclosures, SBTi: Science Based Targets initiative , UNGC: United Nations Global Compact , DJSI: Dow Jones Sustainability Indices

Annexure 1: Page r eferences for Table 1 from Annual Report s of the listed businesses EBITDA – FY22 AEL AGEL APSEZ APL ATGL ATL Reference page number from FY22 Annual Report [PAT, Tax, Deferred Tax, Depreciation, Finance Cost, Exception items] 347 375 512 275 309 395 Reference page number - FY22 Annual Report [Unrealised FX Loss / (Gain)] 407 (Note 38) - 512 - - - PAT 4.75 4.89 47.95 49.12 5.05 12.64 [+] Tax 3.91 (0.04) 7.46 7.68 1.47 2.44 [+] Deferred Tax 0.85 0.68 - 9.76 0.27 1.92 [+] Depreciation 12.48 8.49 27.40 31.18 0.83 14.27 [+] Finance Cost 25.26 26.17 25.41 40.95 0.53 23.65 [+] Unrealised FX Loss / (Gain) 2.75 - 8.72 - - - [+] Exceptional item - (0.64) 4.05 - - - EBIDTA 50.00 39. 55 120.99 13 8 . 6 9 8.15 54.93 Cash and cash equivalents – As on 31 Mar 22 AEL Particulars INR bn AEL FY22 Annual Report reference Cash & Cash Equivalents 9.12 Page 346 [+] Bank Balances 30.04 Page 346 Total 39.16 AGE L Particulars INR bn AGEL FY22 Annual Report reference Cash & Cash Equivalents 5.67 Page 374 [+] Bank Balances 10.26 Page 374 [+] Fixed Deposits with Original Maturity more than 12 months 0.01 Page 426, Note 8 [+] Balances held as Margin Money or security against borrowings 17.72 Page 426, Note 8 [+] Financial Assets: Investments 5.01 Page 425, Note 6 Total 38.67 ATL Particulars INR bn A T L FY22 Annual Report reference Cash & Cash Equivalents 1.89 Page 394 [+] Bank Balances 13.04 Page 394 [+] Investments 2.97 Page 394 [+] Balances held as Margin Money or security against borrowings 5.08 Page 431 Note 8 [+] Fixed Deposits with maturity over 12 months 5.24 Page 430 Note 8 [+] Aggregate market value of Quoted Investments 2.46 Page 430 Note 6 Total 30.67

APSEZ Particulars INR bn A PSEZ FY22 Annual Report reference Cash & Cash Equivalents 85.97 Page 511 [+] Bank Balances 18.95 Page 511 [+] Investments 4.78 Page 511 [+] Bank Deposits having maturity over twelve months 19.54 Page 511 Total 129.24 APL Particulars INR bn APL FY22 Annual Report reference Cash & Cash Equivalents 7.82 Page 274 [+] Bank Balances 15.82 Page 274 [+]Bank balances held as Margin money (security against borrowings and others) 4.24 Page 306 Note 6 Total 27.89 ATGL Particulars INR bn ATGL FY22 Annual Report reference Cash & Cash Equivalents 0.31 Page 308 [+] Bank Balances 0.03 Page 308 [+] Balances held as Margin Money or security against Credit facilities 3.15 Page 328 Note 6 [+] Fixed Deposits with Original Maturity more than 12 months 0.40 Page 328 Note 6 Total 3.89 Debt – As on 31 Mar 22 AGEL Particulars INR bn AGEL FY22 Annual Report reference Non Current Debt 427.17 Page 435, Note 19A Shareholders sub debt (70.78) Page 435, Note 19A Net Long term Debt 356.39 Current Debt 34.63 Page 446, Note 19B Shareholders sub debt (7.20) Page 446, Note 19B Trade Credit 60.08 Page 446, Note 19B Short term Debt 87.51 Total 443.90 ATGL Particulars INR bn A TG L FY22 Annual Report reference Non Current Debt 3 . 52 Page 333, Note 18 Current Debt 4 . 64 Page 335, Note 23 Trade Credit 1 . 79 Page 335, Note 23 Short term Debt 6 . 43

Total 9 . 95 APL Particulars INR bn A P L FY22 Annual Report reference Non Current Debt 378.71 Page 312, Note 20 Shareholders sub debt (68.28) Page 312, Note 20 Net Long term Debt 310.43 Current Debt 78.73 Page 318, Note 26 Shareholders sub debt (5.49) Page 318, Note 26 Trade Credit 30.51 Page 318, Note 26 Short term Debt 103.75 Total 414.18 ATL Particulars INR bn A T L FY22 Annual Report reference Non Current Debt 277.74 Page 439, Note 22 Shareholders sub debt (23.24) Page 439, Note 22 Net Long term Debt 254.51 Current Debt 20.41 Page 445, Note 29 Short term Debt 20.41 Total 274.91 AEL Particulars INR bn AE L FY22 Annual Report reference Non Current Debt 208.03 Page 397, Note 22 Shareholders sub debt (61.62) Page 419, Note 42 Net Long term Debt 146.41 Current Debt 202.20 Page 402, Note 27 Shareholders sub debt (63.79) Page 419, Note 42 Short term Debt 138.41 Total 284.83 APSEZ Particulars INR bn A P SEZ FY22 Annual Report reference Non Current Debt 396.91 Page 563, Note 14 Shareholders sub debt (1.15) Page 563, Note 14 Net Long term Debt 395.76 Current Debt 51.61 Page 570, Note 18 Trade Credit 9.00 Page 570, Note 18 Short term Debt 60.61 Total 456.37