Myths of Short Seller
January, 2023
Adani Portfolio Overview Myths of Short Seller January 2023
Table of Contents 1 Adani Portfolio Overview & Executive Summary 2 Governance Status 3 Credit Status 4 Loan Against Share - Status 5 Accounting and Audit Structure 6 Regulatory Interface 7 Public Disclosure Status
Adani Portfolio: Hindenburg Questions & Assertions 3 Executive Summary • 21 Question’s (RPT & Court Cases) are nothing but Adani Portfolio’s own public disclosure from as far back as 2015 ( See Slide 17 ) • Accounting (or fraud type assertions) “investigation” devoid of facts. Of Adani portfolio’s 9 public listed entity’s 8 are audited by one of the Big 6 (See slide 13) • On leverage or over leverage issue – ~ 100 of our various companies are rated ( these account for nearly 100% of our EBITDA) (See slide 9) • On revenue or balance sheet being artificially inflated or managed - please note that out 9 listed companies in Adani portfolio 6 are subject to specific sector regulatory review for revenue, costs and capex (See slide 15) • In relation to governance please note that 4 of our large companies are in top 7% of the peer group in Emerging markets or the sector or the world ( See slide 7) • On the LAS position do note that overall promoter leverage is less than 4% of promoter holding ( See slide 11)
STRICTLY CONFIDENTIAL STRICTLY CONFIDENTIAL Adani Portfolio Overview 1
5 STRICTLY PRIVATE AND CONFIDENTIAL Adani: A World Class Infrastructure & Utility Portfolio 5 ~USD 222 bn 1 Combined Market Cap 1 . Combined market cap of all listed entities as on Dec 30, 2022, USD/INR – 82.79 | 2. NQXT : North Queensland Export Terminal | 3. ATGL : Adani Total Gas Ltd, JV with Total Energies | 4. Data center, JV with EdgeConnex, AEL : Adani Enterprises Limited; APSEZ : Adani Ports and Special Economic Zone Limited; ATL : Adani Transmission Limited; T&D : Transmission & Distribution; APL : Adani Power Limited; AGEL : Adani Green Energy Limited; AAHL : Adani Airport Holdings Limited; ARTL : Adani Roads Transport Limited; ANIL: Adani New Industries Limited; AWL : Adani Wilmar Limited; ADL : Adani Digital Limited; IPP : Independent Power Producer 5. Cement business includes 63.15% stake in Ambuja Cement which in turn owns 50.05% in ACC Limited. Adani directly owns 6.64% stake in ACC Limited ANIL New Industries AdaniConneX 4 Data Centre ( 100% ) (5 0% ) AAHL Airports ARTL Roads (10 0% ) (10 0% ) ( % ): Promoter equity stake in Adani Portfolio companies (%): AEL equity stake in its subsidiaries A multi - decade story of high growth centered around infrastructure & utility core Adani Portfolio’s Listed Entities Energy & Utility Transport & Logistics Infrastructure & Utility Core Portfolio AGEL Renewables ATL T&D ATGL Gas Discom APL IPP APSEZ Ports & Logistics NQXT 2 (60.8 % ) (74.2 % ) (37.4 % ) (75.0 % ) (65.1 % ) (100 % ) AWL Food FMCG ADL Digital (10 0% ) (44.0 % ) PVC Mining Services & Commercial Mining (100%) (100%) Copper, Aluminum (100%) Materials, Metal & Mining Cement 5 (63.2 % ) Primary Industry Direct to consumer Emerging B2C AEL (72.6 % ) Incubator Flagship
STRICTLY CONFIDENTIAL STRICTLY CONFIDENTIAL Governance - Status 2
Adani Portfolio: ESG FY2023 - Achievements 7 Action on Climate Change • Emission intensity reduction of 43% from the base year • GHG emissions target validated and approved by SBTi – moved to Stage 2 • AEML achieved 18% renewable in power mix • GHG emissions target validated and approved by SBTi – moved to Stage 2 • 4 Mn CO2 avoided till date • Committed to SBTi • 650 Kw capacity Rooftop solar installed in 36 sites • 85% LCVs contracted to ATGL are CNG Powered , 100% by March’23 • Mumbai Airport: First airport in India to achieve 100% energy from renewable sources Resource Management • Water intensity reduction of 64% from the base year • SUP free: Dahanu and Major Substations • ATL (O&M): Achieved Water Positive status • 100% sites certified as SUP free • 5 sites certified as SUP free • 12% Reduction in water intensity as compared to last year Caring for People Saksham (skill development prog for youth) India Impact Awards 2022 Impact Leader of the Year • Online Grievance Redressal portal launched for effective and timely management of employee grievances Community Skill development program: 50% target achieved against target year of 2025. % of women directors in board improved to 28.5% Employee retention rate : 95% 3000+ students trained under Green millennials program on Climate Change _ Disclosures DJSI: Scored 68/100, 11 points jump from last year and top ten companies among peer group S&P Global rated ATL for being aligned with (TCFD) with 6 elements fully aligned Achieved Sustainalytics ESG Risk Rating of ‘Low Risk’ with a score of 14.6, the best among key large global peers DJSI – Scored 54/100 against the industry average score of 38/100 DJSI - Ranked 7th in its peer group - scored 51/100 against industry avg of 21/100
STRICTLY CONFIDENTIAL STRICTLY CONFIDENTIAL Credit Status 3
Adani Portfolio: Credit Ratings 9 EBIDTA: Earning Before Interest Depreciation & Tax I IG: Investment Grade rating by Moody’s/S&P/Fitch I APSEZ: Adani Ports and Special Economic Zone Limited | ATL: Adani Transmission Limited | ATGL: Adani Total Gas Limited | AWL: Adani Wilmar Limited | AEL: Adani Enterprises Limited | AGEL: Adani Green Energy Ltd. | APL: Adani Power Limited | Ind Ra: India Ratings | BWR: Brickwork | RGs: Restricted Groups Quality of EBIDTA Mix Portfolio Ratings A 36% 17% 47% 19% 43% 38% Mar 2013 Mar 2016 41% 7% 50% 1% 1% 2% Sep 2022 AAA AA IG BB Unrated BBB Domestic Global International Ratings • At a portfolio level, there are ~ more than 100 entities/RGs rated by 3 Global and 7 Domestic Rating Agencies across portfolio which constitute nearly 100 % of Portfolio EBITDA . Listed Entities Domestic Rating Agencies INR Ratings Ambuja / ACC CRISIL AAA/Stable APSEZ Ind Ra, ICRA AA+/Stable ATL Ind Ra AA+/Stable ATGL ICRA AA - /Stable AWL CARE AA - /Stable AEL CARE, BWR A+/Stable AGEL Ind Ra A+/Stable APL CRISIL, Ind Ra A/Stable, A/Positive Domestic Ratings Listed Entities International Rating Agencies Global Ratings APSEZ Moody’s/S&P/Fitch Baa3/BBB - /BBB - (Outlook – Stable) ATL/RG’s Moody’s/Fitch Baa3/BBB - (Outlook – Stable) AGEL/RG2 Moody’s/Fitch Ba3/BBB - (Outlook – Stable)
STRICTLY CONFIDENTIAL STRICTLY CONFIDENTIAL Loan Against Share Status 4
37% 58% 16% 13% 18% 17% 38% 54% 12% 7% 6% 7% 28% 50% 6% 4% 3% 3% 17% 13% 1% 1% 4% 4% 31-Oct-19 31-Mar-20 31-Mar-21 31-Mar-22 30-Sep-22 31-Dec-22 % Promoter Gross Pledge position APSEZ ATL AEL AGEL Adani: deleveraging at promoter in a high growth phase 11 Growth funded by India’s largest equity program, de risking and de leveraging the portfolio & promoter shareholders Primary Change driven by paydown
STRICTLY CONFIDENTIAL STRICTLY CONFIDENTIAL Accounting and Audit Structure 5
Adani Portfolio: 8 of 9 listed Companies has a Big 6 Auditor 13 Listed Entity Statutory Auditor Remarks Adani Ports & SEZ Deloitte Haskins & Sells The Statutory Auditor before the rotation was SRBC & Co. (E&Y) Adani Power SRBC & Co. (EY) The Statutory Auditor before the rotation was Deloitte Haskins & Sells Adani Transmission Deloitte Haskins & Sells The Statutory Auditor before the rotation was Dharmesh Parikh & Co. Adani Green Energy SRBC & Co. (EY) & Dharmesh Parikh & Co. (Joint Auditors) The Statutory Auditor before the rotation was BSR & Co. (KPMG) Adani Enterprises (AEL) Shah Dhandharia & Co. & includes 27 other Statutory Audit Firms like Ernst & Young, PKF, Walker Chandiok & Co. & K S Rao & Co., etc. AEL acts as an incubator and has businesses in various sectors and subsidiaries and associates spread over eight jurisdictions. There are more than 27 Statutory Audit firms which audit the various entities within Adani Enterprises which include a mix of big four Statutory Auditors as well as statutory auditors who are highly reputed in their respective jurisdictions. For example in Adani Airports – MIAL is audited by Grant Thornton Oher 6 airports as per Airport Authority of India panel provisions in Concession Agreement – Gayendra & Co Adani Total Gas Shah Dhandharia & Co. Currently in process of evaluating global big 6 Adani Wilmar SRBC & Co. (EY) & Dharmesh Parikh & Co. (Joint Auditors) EY now a joint statutory auditor Ambuja & ACC EY Prior, entities were owned by Holcim Policy on Periodic Review by Global Big 6 The last review carried out for FY 22 was undertaken by Grant Thornton. Policy on audit of randomly selected function by Global Big 6 In FY 22 treasury policy across Portfolio companies was selected for a review. This was undertaken by Ernst & Young.
STRICTLY CONFIDENTIAL STRICTLY CONFIDENTIAL Corporate Regulatory Interface 6
Adani Portfolio: 6 of 9 listed Companies independent regulator interface 15 Listed Entity Concessionaire/Regulator Remarks Adani Ports & SEZ Yes, Various State Maritime Boards Gujarat Maritime Board, in its capacity as a Concessionaire, (GMB) has a nominee director on the board of APSEZ Adani Power CERC and various SERC’s Adani Transmission CERC and various SERC’s eg MERC Adani Green Energy CERC and various SERC’s Adani Enterprises (AEL) NHAI, AAI and AERA For example in Adani Airports – AERA Adani Total Gas PNGRB Adani Wilmar NA EY now a joint statutory auditor Ambuja & ACC NA Prior, entities were owned by Holcim In addition to accounts, SEBi , BSE or NSE requirement’s 6 of our listed entity’s are also obliged to provide regular filings for the business regulators. In these cases Revenue , claimed expenses and claimed capital expenses are independently reviewed by the regulators as part of the relevant legislations eg Electricity Act
STRICTLY CONFIDENTIAL STRICTLY CONFIDENTIAL Public Disclosure Status 7
Adani Portfolio: Hindenburg Questions & Assertions 17 1. Hindenburg asked 89 question in Total, the f ollowing Question by number: 1,2,3 5,6,7 19,20,21, 27,28,29 62,63,64 and 72,74,75,77,78,79 are in relation to Related party transactions, DRI (Directorate of Revenue Intelligence) and court cases 2. 21 in total cannot be claimed to be result of any investigation over a 2 year period or any such assertion as they were disclosed in the following public documents all the way back from 2015 onwards : • ATL Rapid (2016) • ATL Rapid (2019) • Falcon AEML (1 Billion Bond) (2019) • Falcon AEML (GMTN Bond) (2021) • Project Shreya (RG 1 Bond – PSEPL, AGEUPL and PDPL) (2019) • Project Shreya (RG 2 Bond – WSMPL, KSPPL and ARERJL) (2019) • APSEZ Project Pearl (USD 750 million senior notes) 2021 (“July 2021 OC”) • APSEZ Project Stark IV (USD 500 million senior notes) 2021 (“January 2021 OC”) • APSEZ Project Stark III (USD 750 million senior notes) 2020 (“2020 OC”) • APSEZ Project Stark II (USD 650 million senior notes) 2019 (“2019 OC”) • APSEZ Project Stark I (USD 650 million senior notes) 2015 (“ 2015 OC ”) • AGEL Project Avengers (USD 750 million senior notes) 2021 • APSEZ – U.S.$300,000,000 3.828 per cent. Senior Notes due 2032 • APSEZ U.S.$450,000,000 5.00 per cent. Senior Notes due 2041 • Helmet Open Offer (2022) and MIAL USPP (2022)
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