#1adani Ports and Logistics Acquisition of Haifa Port Company, Israel Investor Presentation July 2022#2Contents A Group Profile B Company Profile Haifa Port Company (HPC) - Company Profile and Acquisition Case adani Ports and Logistics 2#3adani Ports and Logistics A Group Profile#4Adani: A World Class Infrastructure & Utility Portfolio Incubator adani Infrastructure Portfolio Energy & Utility -USD 206 bn¹ Combined Market Cap Transport & Logistics Direct to consumer (74.9%) (61.3%) (74.9%) (65%) (100%) (44%) AEL AGEL Renewables ATL T&D APSEZ Ports & Logistics NQXT² AWL Food FMCG (37.4%) (75.0%) ATGL APL Gas Discom IPP (100%) ANIL New Industries I I I adani Ports and Logistics Other businesses I I (100%) (50%) AdaniConneX4 Data Centre (100%) AAHL Airports (100%) ARTL Roads (100%) I Other specialty businesses ADL Digital I (Defence, Mining services, Copper, Petrochemicals) (%): Promoter equity stake in Adani Portfolio companies (%): AEL equity stake in its subsidiaries - Represents public traded listed verticals A multi-decade story of high growth and derisked cash flow generation 1. Combined market cap of all listed entities as on Apr 29, 2022, USD/INR - 76.5 | 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 4#5adani Ports and Logistics Adani: Decades long track record of industry best growth rates across sectors Port Cargo Throughput (MMT) Renewable Capacity (GW) Transmission Network (ckm) CGD7 (GAs covered) 4% 3.4x 12% 25% 5x 132% 6% 18% 3x 1.5x 30% 45% Industry adani Industry adani Industry adani Industry adani 2014 2022 972 MMT 1,320 MMT 113 MMT 312 MMT 2016 2021 46 GW 150 GW⁹ 0.3 GW 20.3 GW6 2016 2022 320,000 ckm 456,716 ckm 6,950 ckm 18,795 ckm 2015 2021 62 GAs 293 GAS 6 GAs 52 GAS APSEZ Highest Margin among Peers globally EBITDA margin: 70%1,2 Next best peer margin: 55% AGEL Worlds largest developer EBITDA margin: 91% 1,4 Among the best in Industry ATL Highest availability among Peers EBITDA margin: 92% 1,3,5 Next best peer margin: 89% Transformative model driving scale, growth and free cashflow ATGL India's Largest private CGD business EBITDA margin: 41%1 Among the best in industry Note: 1. Data for FY21; 2. Margin for ports business only, Excludes forex gains/losses; 3. EBITDA = PBT + Depreciation + Net Finance Costs - Other Income; 4. EBITDA Margin represents EBITDA earned from power supply 5. Operating EBITDA margin of transmission business only, does not include distribution business. 6. Contracted & awarded capacity 7. CGD: City Gas distribution 8. GAS - Geographical Areas - Including JV | Industry data is from market intelligence 9. This includes 17GW of renewable capacity where PPA has been signed and the capacity is under various stages of implementation and 29GW of capacity where PPA is yet to be signed' 5#6Adani: Repeatable, robust & proven transformative model of investment Activity Performance Phase Origination Analysis & market intelligence • Viability analysis Strategic value India's Largest Commercial Port (at Mundra) • • Development Site Development Site acquisition Concessions & regulatory agreements Investment case development Longest Private HVDC Line in Asia (Mundra Mohindergarh) - Highest Margin among Peers Highest availability • Construction Engineering & design Sourcing & quality levels Equity & debt funding at project 648 MW Ultra Mega Solar Power Plant (at Kamuthi, Tamil Nadu) • Operations Operation . • Life cycle O&M planning Technology enabled O&M Energy Network Operation Center (ENOC) Constructed and Commissioned in nine months Centralized continuous monitoring of plants across India on a single cloud based platform • • Post Operations Capital Mgmt adani Ports and Logistics Redesigning the capital structure of the asset Operational phase funding consistent with asset life First ever GMTN of USD 2Bn by an energy utility player in India - an SLB in line with COP26 goals - at AEML AGEL's tied up "Diversified Growth Capital" with revolving facility of USD 1.35 Bn - fully fund its entire project pipeline Issuance of 20 & 10 year dual tranche bond of USD 750 mn - APSEZ the only infrastructure company to do so Green bond issuance of USD 750 mn establishes AGEL as India's leading credit in the renewable sector Debt structure moving from PSU banks to Bonds 11% 2% 8% 14% 31 % 55% 21 % 50% 8% O&M: Operations & Maintenance, HVDC: High voltage, direct current, PSU: Public Sector Undertaking (Public Banks in India), GMTN: Global Medium Term Notes SLB: Sustainability Linked Bonds, AEML: Adani Electricity Mumbai Ltd. IG: Investment Grade, LC: Letter of Credit, DII: Domestic Institutional Investors, COP26: 2021 United Nations Climate Change Conference; AGEL: Adani Green Energy Ltd. March 2016 PSU Pvt. Banks Global Int. Banks March 2021 Bonds ●DII PSU - Capex LC 6#7adani Ports and Logistics B Company Profile#8APSEZ: Transformational Business Model Development Operations Ports National footprint with 12 ports across the coastline, de-risks the portfolio of concentration risk. One stop solution to customers through a single window service Best in Class Efficiency Entire gamut of services, from dredging to evacuation enables cost efficient solutions with 70%+ Port Margin globally Digitizing through technology solutions (RONC) Strategy . adani Ports and Logistics . Logistics Largest integrated logistics player in India Rail, MMLPs, Warehousing connecting ports to customer gate SEZ Large scale 'ready to setup' industrial land (SEZ) Land Bank of 12,000 ha. at Mundra, Dhamra and Kattupalli Diversification & Integration Removed multiple agency friction to enable single source to entire supply chain requirement. Diversification of Bulk and liquid with new age cargo like LNG / LPG Acquisition & Turnaround Acquisition and turnaround strategy has ensured EBITDA margin step up post acquisition to APSEZ levels Value Creation 3x growth compared to market without dilution in equity. Strategic partnerships in container segment with MSC and CMA CGM, Total Energies, IOCL accelerates market share gain Capital Management IG rated since FY16 Net Debt/ EBITDA at 3.4x in FY22 • Average maturity of long-term debt increased to 7 years ESG Carbon neutral by 2025, Net zero thereafter Governance program assured by board committees Reporting per CDP, TCFD and SBTi. Growth in non Mundra Ports, traffic parity in coasts and reaching customer gate builds the largest Transport Utility MMLP: Multimodal logistics Park | SEZ: Special Economic Zone | LNG: Liquified natural Gas | LPG : Liquified petroleum Gas | CDP: Carbon disclosure project | TCFD: Task Force on climate related financial disclosure | SBTI : Science Based Targets initiative | RONC: Remote Operating Nerve Center | IG: Investment Grade | ESG: Environmental, Social, and Governance 8#9APSEZ: A transport utility with string of ports and integrated logistics network adani Ports and Logistics West Coast Installed Capacity 335 MMT East Coast Installed Capacity 203 MMT Dahej Mo 14 Kanec MMT Kotkapur Kilaraipur Panina Kaitha Dhamor Tuna 14 t a Pat Kannauj li MMT Samastipur & Darbhangan Kishanga rh Mundra 264 MMT gar Rano Indo re Katihar Virochanna Mundra- India's Largest Commercial Hazira Mumb 30 Mataloja Dighi Vidisha | Harda Hoshangabad Satna Ujjain ⚫ | Dewas Nagpur Hoog Dhamra 45 MMT APSEZ Dhamra Port Ports One to twelve in twenty years Export - Steel (HRC/CRC) 2x Port income String of Ports Ports of Prosperity SEZ Warehousing 2x Warehousing income Warehousing "Transport Utility" 000000000 Rail - GPWIS 2x Rail income Rail - GPWIS 8 MMT, Port by Volume Elav Mormugao Malu ur 5.MMT Gangavaram 64 MMT Krishnapatnam 64 MMT Kattupalli Container Terminals Bulk Terminals Multipurpose Ports Logistics Parks Agri Silos Warehouse (Operational) Customer Tata Steel Plant Koch Coimbato 18 MMT re Ennore "Vizhinjam 12 MMT Warehouse (Under Construction) Silos (Under Construction) Logistics Parks (Under Construction) 18 MMT Grown from a single port to Twelve Ports ~538 MMT of Installed capacity 12k+* Ha of Land Bank Port gate to customer gate model intertwined to customer's supply chain. Integrated Logistics (CTO to IWW & AFS an organic evolution) An integrated approach through Ports, SEZ and Logistics enables presence across value chain *Includes both SEZ and non SEZ land| | SEZ: Special economic zone! ^under construction GPWIS - General Purpose Wagon Investment Scheme | CTO - Container Train Operator | IWW-Inland Water Ways | AFS - Air Freight Stations | HRC: Hot Rolled Coil | CRC: Cold Rolled Coil | MMT: Million Metric Ton 9#10APSEZ: Logistics to provide growth impetus & help reaching customer's gate Assets Trains MMLPs A FY16 24 Trains 4 MMLP Grain Silos Ware-housing Rail Tracks 0.4 mn Sq. ft. 510 KMs adani Ports and Logistics FY22 75 Trains 6 0.87 0.8 mn 620 MMLP MMT Sq. ft. KMS 3X 3X 3X 75X 3X FY25 200+Trains (Largest Private Player) 15 MMLP (Covering all key market) (market leader with 40% of Capacity) 60 mn Sq. ft. (15% of mkt capacity) Integrated logistics allows for a single window service for the customer MMLP Multi Modal Logistics Park |MMT - Million Metric Tonne 2000+ KMS (Largest Private rail network) 2.5+ MMT 10#11adani Ports and Logistics C Haifa Port Company (HPC)- Company Profile and Acquisition Case#12Haifa Port Company - Company Profile and Acquisition Case: Contents 1. Overview of Israel's Ports sector 2. Overview of Haifa Port and the Haifa Port Company 3. Key Bid Specifications - Port and Real Estate Development 4. Acquisition Details - Pricing and Financing Structure 5. Business Growth - Scenarios and Estimated Returns 6. Conclusion - Investment Summary 7. Annexure adani Ports and Logistics 12#131. Overview of Israel's Ports sector#14Israel's Economic Outlook ◉ Israel has a total population 9.4 Mn, that has median age of 30.5 years 4.4 4.2 The country's 2021 GDP was at USD 482 Bn and its annual average GDP growth rate of last 10 years is -3.5% 4.0 3.8 3.6 3.4 3.2 USD to NIS conversion rate adani Ports and Logistics Sovereign rating of A1 with positive outlook reflects Israel's strong economy (India is rated BBB- by Moody's) The country's currency, New Israeli Shekels (NIS) has been stable against the dollar for many years; Currently 3.45 NIS is equivalent to 1 USD, and the last 10-year average exchange rate is also 3.5 NIS = 1 USD ~ It's EXIM of USD 131 Bn is around 27% of country's GDP, with 99% of International Trade handled via its seaports 3.0 10.0 8.0 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 GDP ANNUAL GROWTH RATE 8.1 6.0 5.7 4.0 4.3. 4.2 $3.8 3.6 3.6 2.0 2.1 0.0 (2.0) 2013 2014 2015 2016 2017 2018 2019 2020 2021 (2.1) (4.0) 14#15Haifa Port is the Country's Largest Port Israel has a total of 5 ports of which 3 are major commercial ports - Haifa, Ashdod and Eilat; all 5 ports are under 'Israel Port Authority' Haifa Port -located up North, is the largest port of Israel and handled 56% of country's cargo volume in 2021. It gets all cargo types container, bulk, general, liquid and vehicles.. Ashdod Port is a major port handling container, general & bulk cargo and handles c41% of total cargo volumes. Hadarom Container Terminal (capacity 1.1 MTEUs) constructed by TIL became operational at this port in Sep-2021 - Eilat Port on the southern tip located in Red Sea is a small port and primarily manages general cargo and vehicles. Remaining two ports - Hadera and Ashkelon - are captive in nature. and import coal for the power plants located near the port facilities and petroleum/petroleum products Haifa Port Hadera Port Ashdod Port O Ashkelon Port Haifa Tel Aviv Jerusalem Ashdod Ashkelon adani Ports and Logistics Eilat Port Density of Population Existing Ports of Israel Major Cities in Israel 15#16Container Share is over half of the Country's Total Cargo Volumes Cargo Traffic in Israel (in MMT) CAGR 3% Cargo handled at all Ports in Israel (in MMT) adani Ports and Logistics 56% 60 55% 56% 60 52% 60 12 NWA U 50 15 15 16 12 40 11 3 30 8 238 4 4 12 52 50 N 40 222 11 10 19 9 19 30 20 24 25 29 29 31 20 25 10 27 29 42 24 10 0 56% 60% 50% 40% 25 24 24 22 30% 20% 10% 32 32 33 0% -10% -20% 56% 2011 2013 2015 2021 Container Bulk 2017 2019 Other cargo ^ ■General 2011 2013 2015 2017 2019 2021 Haifa Port Ashdod Eilat Haifa Port's market share % During 2011-21, cargo volumes have grown at a CAGR of -3% Container share was 52% of total cargo & CAGR of 2011-21 is ~3% CAGR of Bulk & General cargo over 2011-21 is ~4.5% and 5%, respectively Country's total cargo volume in 2021 was 60 MMT Haifa port handled 33 MMT, which is equivalent to -56% of the country's cargo volumes ■ Ashdod handled -25 MMT which is around 41% of the country's cargo volumes ^Other cargo includes chemicals, fuel and cars 16#172. Overview of Haifa Port and the Haifa Port Company#18Haifa Port has Five Operators and a Good Mix of Different Cargo Types . • • Haifa port with its 10 terminals serves a vast hinterland, particularly the two major cities of Israel i.e. Haifa (300 m away) & Tel Aviv (90 kms away) and has good Rail & Road connectivity Cargo handled at Haifa Port includes container (44%), bulk (25%), general (10%) and others (chemicals, fuel and cars) is 21% The Port has five operators: 35 30 Volumes (in MMT) - Port Operators at Haifa Port adani Ports and Logistics 58% 40 60% 54% 51% 50% 50% 47% 50% 7 10 10 40% 10 4 8 Ο 3 3 5 30% M 2 3 M2 3 3 3 25 00 • Haifa Port company (HPC) - owns and operates 5 terminals (2 Container, 2 Multi-cargo & 1 passenger) with 2 km waterfront and max draft of 16.5 m. In 2021, it managed c17 MMT of cargo 20 15 31 3 20% 10 • Israeli Shipyard - within the harbour basin of Haifa Port it operates one terminal for bulk and general cargo and handled 4.8 MMT of cargo in 2021 14 15 16 16 17 14 10% 5 - - - Gadot has 2 terminals Grain Terminal and Chemicals Terminal which together handled 4.6 MMT in 2021 (Grain 3.8 MMT; Chemicals 0.8 MMT). Concession period for grain terminal ends in 2027 - SIPG Haifa Bayport Container Terminal with a capacity of 1.1 MTEUS developed by SIPG (China) and operationalized in September 2021 Oil and Energy Infrastructure Ltd It is a government owned entity operating the fuel terminal at Haifa Port 0% 2011 2013 2015 2017 2019 2021 HPC (excluding cars) Israeli Shipyard Others Gadot/ Erstwhile operator (Grain) SIPG HPC % share in Haifa Port Category 'Others' is a mix of operators for which the cargo bifurcation is not available. For example, Chemicals handled by Gadot, Cars handled by HPC and Fuel handled by Oil and Energy Infrastructure Ltd (for POL import) are included in others 18#19Haifa Port Layout adani Ports and Logistics Eastern Container Terminal • Length: 960m • Depth: up to 14.5m • Area: 403 dunam (~100 acres) • ⚫ containers, General bulk Carmel Container Terminal • Length: 700m • Depth: up to 16.5 m • Area: 273 dunam (67 acres) containers, General bulk Waterfront (2km) Central & Haifa Port Company Western Terminal • • Development opportunity Future center for tourism, recreation, commerce and leisure • 70 dunam of area for real estate development (17 acres) Bree water Kishon - West Terminal Length: 640 m Depth: up to 11 m Kishon-East Terminal • Length: 650 m • Depth: up to 12 m Area: 287 dunam (71 acres) General cargo and bulk • Area: 190 dunam (47 acres) 0 General cargo and bulk Breakwer Breakwate Bayport (Under Construction) Torning Circle Israel Shipyard Port Passenger Terminal • Up to 600,000 passengers annually Cruise passenger facilities Containers Cargo Others Grai Grain Berth Western Port Dunam translates to 0.25 Acres Areas highlighted in yellow color are owned and operated by HPC Fuel Jetty Terminal SOL hern Chemical Terminal Eastem Terminal Carmel * IEC Power Plant kishon Chemical Terminal Israel Stoverds West Kishon East 19 9:#20adani Haifa Port Company (HPC) - Operator of Israel's Largest Port Founded in 2005, Haifa Port Company is a state-owned player operating at Haifa Port (established in 1933) HPC operates and maintains 5 terminals (2 Container, 2 Multi-cargo & 1 passenger) at Haifa Port with 2 km waterfront and max draft of 16.5 m NIS Millions Volumes (in MMT) Revenue (-) Opex In 2021, HPC handled -30% of the country's total cargo. For container category, HPC managed -47% of the country's volumes and for bulk & general cargo categories -16% of country's volumes; it is also a principal port for passenger traffic and cruise ships. Container segment accounts for -80% of HPC's revenues Marine services are not within the scope of HPC operations 2017 16 2018 2019 17 16 2020 17 2021 17 695 781 746 748 845 (589) (521) (628) (642) (601) EBITDA 106 259 118 106 245 EBITDA margin 15% 33% 16% 14% 29% (-) Depreciation (66) (67) (68) (70) (72) EBIT 40 192 50 36 172 (+/-) Extraordinary items* 21 23 21 (560) (30) (+) Other incomes# 38 (21) 143 9 138 Profit before taxes 99 193 213 (515) 281 (-) Taxes (3) (16) (23) 127 (10) Profit after taxes 96 177 190 (388) 271 * includes early retirement expenses in 2020 and 2021 # Other income primarily includes financial income Key Balance Sheet Items: Shareholders Equity Gross Fixed Assets Net Fixed Assets Cash and Cash equivalents (net) Ports and Logistics 2019 2020 2021 2,336 1,965 2,236 1,879 1,913 1,977 1,030 1,008 1,017 845 1,004 932 Company's financial year is from January to December Significant potential for HPC to increase bulk and general cargo share at Haifa Port itself 20 20#213. Key Bid Specifications - Port and Real Estate Development#22Bid Specifications - Some Key Details Particulars Details Concession Period Till February 2054 (~32 years) Obligatory Services Real Estate Development adani Ports and Logistics Cargo Handling and storage; Services for Passenger ; Supply of Water, Fuel and Electricity to vessels; Dock Allocation • Building construction and facility management with permission to lease to a third party / Sea Front Services Usage Fee Payment Rates for Port Services Shareholding lock-in NIS 1 Bn of the sale proceeds are given back to HPC for Investments Usage of Investment Amount of NIS 1 bn HPC is provided with 300 dunams (eq. to 75 acres) of total land parcels for commercial real estate development No fixed Fee till 2025, 2026 (NIS 2 Mn), 2030 (NIS 3 Mn), 2033 (NIS 5 Mn), 2037 (NIS 6 Mn), 2039 (NIS 7 Mn), 2041 (NIS 8 Mn), 2045 (NIS 10 Mn) and 2048 (NIS 15 Mn) Variable fee (VF) is based on revenue brackets. For Revenue range of NIS O- 550 Mn, there is a fee of 1.75%; for the revenue slab of NIS 550-750 Mn the fee rate is 4.25%, for revenue range of NIS 750-1000 Mn, fee rate is 7.3%; and for revenue > NIS 1000 Mn, fee rate is 10% Rates to be charged for Port Services (lifting and storing charges) are regulated by IPC as ceiling. For example, Handling Charge Ceiling for Containers is NIS 600 TEU. Oher than the port services, the rates can be determined by HPC • Three years From the bid sale proceeds, NIS 1 Bn (USD 290 Mn) is given to HPC as an "Investment Amount" for which additional shares will be allocated to the buyer Any payment in excess NIS 1 Bn will go the government in lieu of 100% stake sale to the buyer (bidder) NIS 400 Mn is to be invested for development of fixed assets which include port infrastructure including equipment Company must either upgrade the Eastern Quay or construct Carmel B (work to commence before January 1, 2033) Remaining Investment Amount can be used for investments in infrastructure and equipment as per the company's needs, as well as for other uses, including retirement plans for the company's employees 22 22#23Haifa Port Waterfront Development Opportunity is a Key Component of the Bid Municipal seafront project in the port of Haifa Objective: To create a Port City with a vibrant development that makes Haifa a global destination through development of the western port as the main urban seafront Total Area provided: 300 dunams land (1 Acre= ~4 dunam). Out of the given area, a total of 22 plots with an area of 70 dunams (~17 acres) have been identified for Commercial Real Estate development Development Segments: Hotels, F&B, Family Entertainment, Youth Entertainment, Commercial Office, Passenger Terminal, Shopping, Duty Free retail segments מגרש Length: 2.0 km of waterfront area for development of commercial, recreational, employment and tourism activities(currently this land is closed for public). 1005 315 318 319 Objective /Synergy: Connecting the city with underutilized port areas & Development of synergies between proposed plan & Cruise ship terminal 607 19 717 תל אביב מגרש 307 552 905 506 306 מגרש אחור.. שדרות המגינים. דרך אלך הגפן הבן אל מוקפץ Business model: Develop & operate, Space lease, Office lease, Land lease מגרש 305 מגרש מגרש מגרש 313 312 303 מגרש 308 מגרש מגרש 302 905 מגרש 310 מגרש 309 151 ני בן גור מאי מגרש 904 מגרש 903 513 דרך העצמא אמנים. שדרות המגינים מנצור אנילביץ מרדכי. דרך אלובי מגרש 202 לאט 1003 שדרות המגינים. מגרש 301 adani מגרש מגרש 321 320 אות מגרש 902 Ports and Logistics מגרש 901 500 23#244. Acquisition Details - Pricing and Financing Structure#25Acquisition Price of HPC Transaction Value: NIS 3.9 Bn^ (minus) NIS 2.9 Bn: Paid towards acquisition of 100% shares of HPC from Govt. of Israel + Cash with HPC (post transaction): NIS 2.08 Bn EV of HPC: NIS 1.82 Bn NIS 1.0 Bn: Primary cash infusion in HPC against fresh issue of shares NIS 0.93 Bn Cash and Cash equivalents (net) as of 31st December 2021 NIS 1.0 Bn Primary Infusion by the bidder in HPC NIS 0.15 Bn Compensation from the Government Transaction value is NIS 3.9 Bn (~USD 1.13 Bn) HPC will have net cash and cash equivalents of NIS 2.08 Bn after the transaction Implied EV of HPC works out to NIS 1.82 Bn (~USD 0.53 Bn) Implied EV/EBITDA multiple of transaction is ~7.5x, much lower than APSEZ's trading multiple adani Ports and Logistics ^ NIS 4.1 Bn minus NIS 0.2 Bn, which is the supplementary bonus added by the authority to the bid value considering the company's container experience, in accordance with the tender document 25 25#26Probable Financing Structure of Deal We anticipate that the deal will be 75% debt financed from the local bank/market (Equity = NIS 975 Mn; Debt = NIS 2925 Mn) Debt will be raised at the SPV / Holding Company level, and serviced using dividends/funds received from HPC Loan terms - 5% interest rate, interest moratorium of 3 years, bullet repayment of principal on maturity (25 years) Corporate tax rate assumed in line with country's tax rate (23%) APSEZ's equity contribution is around INR 1600 crores Cost of equity is 16% in INR term and 10% in NIS terms Effective WACC is 5.4% in NIS terms and 7% in INR terms APSEZ 70% adani Ports and Logistics Gadot 30% SPV/Holdco (in Israel) 100% Haifa Port Company (in Israel) Estimated APSEZ's Equity contribution is NIS 683 Mn Deal financing 75:25 debt: equity (-USD 200 Mn/-INR 1600 crore) 26#275. Business Growth - Scenarios and Estimated Returns#28adani Scenarios Summary - Ports and Logistics Two scenarios Base case and Worst case - created for HPC's financial forecasts (FY 2023-32) and estimated returns for APSEZ. Scenario 1: Base Case - Port Operations continue to grow, and Real Estate Portfolio is hived off in 2028 ■ Port operations continue to thrive, and operational efficiencies (supported by capex) help drive the margins HPC's real estate portfolio grows from 0.1 mn sqft in 2021 to 1.18 Mn sqft in 2027 (on 17 acres land) with development capex of around NIS 0.9 Bn during 2023-27 (funded from the NIS 2.08 Bn cash in the company) Scenario 2: Worst Case Scenario 2021 operating performance remains unchanged with exception of opex reduction due to the Registered Employee Retirement Plan No real estate development considered Scenario no. Payback period for INR 16 Bn Equity investment by APSEZ Total Cash inflow to APSEZ during 2023-28 (initial 6 years) Number of years to repay the loan based on Cash Flow run-rate of 2032 1 (Base case) 4 years ~INR 100 Bn 6 2 (Worst case) 6 years ~INR 33 Bn 25 28#29Scenario 1 (Base Case) - Port Business Segment (Cargo Volumes Forecasts) Key Assumptions: Israel's cargo growth largely in line with the historic trend (3.5% for containers and 4% for bulk & general) Given the commissioning of a new container terminal at Haifa Port by SIPG, HPC's container market share assumed to decline from 47% in 2021 to 39% in 2022 and 35% in 2023; with some recovery thereafter (HPC's share in the initial five months of 2022 is at 43%) With the concession period of Gadot grain terminal coming to an end in 2027, HPC's share in Israel's bulk & general cargo volumes is estimated to grow from 16% in 2021 to 37% in 2027 (HPC's volumes have jumped 23% y- o-y in 2021 and 30% y-o-y in the initial 5 months of 2022) With HPC's cargo volumes growing at a CAGR of 5% during 2021-27, company's overall market share^ is estimated to be marginally higher than the 2021 level Total capex for port business during 2023-28 is estimated at NIS 1.1 Bn, primarily for the construction of Eastern Terminal, upgradation of Bulk terminal and port modernization "Market share calculated only based on total container, bulk & general cargo of Israel 20 adani Ports and Logistics HPC Cargo Volumes 35 60% 47% 48% 47% 50% 30 39% 40% 40% 40% 25 12.6 7.8 30% 20% 15 2.3 2.1 2.6 3.2 10% 10 18.0 0% 13.7 14.6 14.6 15.2 12.4 5 -10% 0 -20% 2019 2020 2022 2027 2032 Containers Market share % (containers) 2021 Bulk & General Cargo HPC's share in Israel's cargo^ 43% 80 45% 70 39% 38% 71 40% 37% 60 36% 59 50 35% 50 40 47 45 42 30% 30 31% 31 20 23 25% 10 16 17 17 16 0 20% 2019 2020 2021 2022 2027 2032 Israel (LHS) HPC (LHS) HPC % share (RHS) 29#30Scenario 1 (Base Case) - Port Business Segment (Financial Forecasts) Port - Revenue & EBITDA (NIS Mn) 2,000 1,500 1,000 29% 26% 845 796 500 245 209 2021 52% 60% 46% 50% 1,781 40% 1,240 570 919 30% 20% 10% 0% -10% 2032 2022 2027 Revenue EBITDA -Margins - Average realization over the forecast period is assumed to increase at ~ 1.5% y-o-y for 2021-27 With current employee cost at around 70% of total operating expenses, the phased retirement plan already agreed with a set of employees, is estimated to provide savings of ~NIS 30 Mn in the 1st year, which increases to ~NIS 100 Mn by the 4th year EBITDA margin estimated to increase from 29% in 2021 to 46% in 2027 due to operational efficiencies driven by economies of scale, mechanization of operations supported by the proposed capex and optimization of manpower costs Standalone Port EBITDA to double in 5 years Annual average RoE for APSEZ (based on Port business) during 2023-27 is at 20% and for 2023-32 is at 60%, in INR terms adani Ports and Logistics 30#31Scenario 1 (Base Case) - Real Estate Segment Haifa Seafront Development Area ('000 sqm) 160 140 120 100 80 60 40 26 20 10 2021 2023 Cumulative developed area Key Assumptions: Real Estate - Revenue & EBITDA (NIS Mn) 469 136 118 141 136 500 48% 422 47% 400 47% 46% 300 45% 44% 200 43% 100 43% 42% 182 222 41% 2027 2028 Cumulative open area 2027 2028 Revenue EBITDA Margins adani Ports and Logistics Estimated total capex on real estate development during 2023-27 is around NIS 0.9 Bn HPC's total developed real estate will grow from 0.1 mn sqft in 2021 to 1.18 Mn sqft in 2027 on the selected 17 acres land Monthly leasing revenue varies from NIS 12-17/sqm (for Open space) to NIS 200-260/sqm (for Seafront Buildings), while the ARR for Hotel's varies from NIS 600-750/night EBITDA from real estate development will increase to NIS 222 Mn by 2028 from a single digit no. in 2022 Sale of RE business in 2028 at a cap rate of 7% will yield NIS ~3.2 Bn (-3x the total equity investment in the deal and ~3x the total development cost) 31#32Scenario 1 (Base Case) - Consolidated Port and Real Estate Business Segments (HPC) Revenue & EBITDA HPC: Port + Real Estate (NIS Mn) 80,000 Cash Inflows to APSEZ from HPC 505% 500% 70,000 2,000 60% 52% 400% 60,000 45% 50% 1,500 300% 50,000 40% 200% 1,000 26% 919 40,000 29% 753 30% 30,000 27% 22% 30% 26% 37% 48% 56% 67% 82% 100% 500 245 209 20% 20,000 0% 845 796 1,662 1,781 10,000 10% ,287 3,512 ,632 ,021 ,811 79,197 520 -100% 2021 2022 2027 2032 0 -200% Revenue EBITDA - Margins 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 Estimated Annual dividends to APSEZ (INR Mn) Return on Equity Key Assumptions for RoE calculation: Annual average RoE calculation is after considering a withholding tax of 10% Base NIS to INR conversion rate assumed at INR 23 per NIS Annual average depreciation of INR to NIS is 4.75% for the last 10 years, which has been used to calculate the return in INR Annual average RoE for APSEZ during 2023-27 is at 28% and for 2023-32 is at 90%, in INR terms The overall payback period for equity investments is just 4 years Total cash inflow to APSEZ during 2023-28 is ~INR 100 Bn (~6x the equity invested) 32 32 adani Ports and Logistics#33Scenario 2 (Worst Case Scenario) - 2021 Status Quo but factoring the Registered Employee Retirements NIS in Millions 2021 2021 Normalised Worst Case (Initial 3 year) Worst Case (Year 4-6) Revenues 845 845 845 845 (-) Opex (601) (601) (521) Remarks (499) 70% of Opex is Employee cost and the Opex cost reduction factored here is solely due to the Registered Employee Retirement Plan EBITDA 245 245 324 347 EBITDA margin 29% 29% 38% 41% (-) Depreciation (72) (72) (72) (72) (-) Extraordinary items (30) (+) Other incomes 138 Normalised PBT 281 172 (-) Tax (10) (40) 252 (58) 275 Normalised PAT Interest on 75% debt Net cashflow to Equity Investors (p.a.) Total Equity Investment Number of years Total Dividends Paid (+) Distribution of cash balance in year 6 Total Distribution during year 1-6 Payback period (in years) Assuming no financing income in the steady state unlike the normal trend (63) Tax calculated as per the corporate tax rate of 23% (Effective tax rate in the past has been a significantly lower number) 271 133 194 211 (146) Interest cost @ 5% p.a. considered from 4th year onward on the NIS 2.9 Bn debt used for financing the deal (3-year moratorium on interest) 194 65 975 3 3 582 195 1,300 Cash balance available after meeting the capex of Eastern Terminal, upgradation of Bulk terminal and port modernization by 2028 2,077 6 Even without factoring any business growth & operational efficiencies, but only considering the registered employee retirement plan, the equity payback will happen within initial 6 years adani Ports and Logistics 33#346. Conclusion - Investment Summary#35adani Conclusion: Investment case Ports and Logistics At an Implied EV of NIS 1.82 Bn and an EV/EBITDA multiple of 7.5x, the deal is value accretive for APSEZ's investors from day one Annual average RoE for APSEZ is ~90% in INR terms for the initial 10 years in our base case scenario With equity investments (INR 16 Bn) likely to be recovered in the initial 4 years, the deal offers significant value accretion opportunity for APSEZ shareholders given the concession period of 32 years Real Estate portfolio sale estimated to yield INR 50 Bn to APSEZ in 2028 (~3x the equity invested) The loan taken for financing the deal can be repaid with cashflows from 6 years of operations (based on 2032 run-rate) This deal will further strengthen APSEZ's Technical Qualification for other global tenders and is a key step in our ambition to become the largest port operator globally by 2030 This deal marks APSEZ's entry into a developed market in the busy Suez Canal and will help APSEZ to expand its footprint in Europe Partnership with Gadot is another plus given their presence in northwest Europe (Germany, Belgium and Netherlands) 35#367. Annexure#37Haifa Seafront RE Development details S No Category Type of Development Hotel 4 Star Area sqm Proposition 10900 150 rooms 4 Star seafront hotel 1 Hospitality - Hotel 3 Star 11700 200 rooms 3 Star seafront hotel F&B 8000 • 2 F&B Sarona marketplace 10700 Premium seafront retail area led by international brands across lifestyle categories F&B oriented marketplace enclosed in a rustic shell Multiplex 3400 . 1400 seat with 7 screens Aquarium 11300 World class concept - strong magnet for Families & kids 3 Family Entertainment Lego land 2600 • Popular attraction for children and parents Rainforest café 3000 • VR 2400 Themed restaurant which can attract tourists and city population Dynamic interactive tech heavy spaces suited for the youth 4 Youth Entertainment Night club 2400 . Hardrock café or similar Renovated office 16500 Existing buildings renovation 5 Office Customs office 9253 . Customs office renovated can be used for private players in future 6 Commercial mix Passenger terminal 29300 Duty free + Retail + F&B + Office 7 Shopping Retail 15000 Premium seafront retail area led by international brands across lifestyle categories for tourists and city dwellers Total 136453 Revenue assumptions Capex assumptions: Segment UOM Range* Capex varies from 2000* NIS/sqm to 7500* NIS/sqm based on Hotel NIS ARR/night 600-750 type of the development; and - Also, whether it relates to renovation, temporary or new development Restaurants (Seafront) Duty free NIS/Sqm pm 200-260 NIS/Sqm pm 200-260 Shops Seafront Office Logistics space Open space NIS/Sqm pm 100-130 NIS/Sqm pm 55-75 NIS/Sqm pm 40-55 NIS/Sqm pm 12-17 adani Ports and Logistics * Rates provided by a local Consultant based on data from CBRE Israel team and the current market analysis 37#38Key Common Assumptions Interest rate as per prevailing market rate (5%). Interest moratorium of 3 years considered Corporate tax rate in line with country's tax rate (23%) Dividends paid to the Holding Co. from year 1 from the profits generated adani Ports and Logistics After commissioning of Eastern Terminal in 2028, any cash accumulated in HPC is also disbursed to the Holding company Annual average RoE calculation is after considering a withholding tax of 10% Base NIS to INR conversion rate assumed at INR 23 per NIS Annual average depreciation of INR to NIS is 4.75% for the last 10 years, which has been used to calculate the return in INR Total capex for port business during 2023-28 is estimated at NIS ~1.1 Bn, primarily for construction of Eastern Terminal, upgradation of Bulk terminal and port modernization Total capex for real estate business is expected to be ~NIS 0.9 Bn to be phased out over 2023-27 38#39Financial Projections: Scenario 1 (Base Case) NIS in millions PORT BUSINESS HPC Volumes UOM 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 in MMT 16 16 17 19 21 23 24 26 27 29 31 % growth % -9% 0% 10% 10% 10% 11% 6% 6% 6% 6% 6% Revenues NIS Mn 796 807 892 988 1,096 1,240 1,331 1,431 1,538 1,655 1,781 % growth % -6% 1% 11% 11% 11% 13% 7% (-) Opex NIS Mn (588) (567) (563) (582) (610) (670) (709) 7% (751) (805) 8% 8% 8% (838) (862) EBITDA NIS Mn 209 240 329 406 487 570 623 680 733 817 919 % of revenues % 26% 30% 37% 41% 44% 46% 47% 48% 48% 49% 52% NIS in millions UOM 2023 2024 2025 2026 2027 2028 REAL ESTATE BUSINESS (RE) Operating Area Sqm Operating Area (including open space) Sqm 176,758 180,679 25,662 40,758 44,679 98,779 118,337 140,653 25,662 234,779 254,337 276,653 Revenues NIS Mn 12 49 103 346 422 469 % growth % 319% 112% 236% 22% 11% (-) Opex NIS Mn (1) (4) (52) (209) (240) (247) EBITDA NIS Mn 10 44 51 137 182 222 % of revenues % 90% 92% 50% 40% 43% 47% adani Ports and Logistics 39#40Financial Projections: Scenario 1 (Base Case) adani Ports and Logistics NIS in millions UOM 2022 2023* 2024 2025 2026 2027 2028 2029 2030 2031 2032 COMBINED (PORT + RE) Revenue NIS Mn 796 819 941 1,091 1,443 1,662 1,800 % growth % -6% 3% 15% 16% 32% 15% 8% (-) Opex NIS Mn (588) (568) (567) (634) (819) (909) (956) 1,431 1,538 1,655 -21%(2) (751) (805) 1,781 8% 8% 8% (838) (862) EBITDA NIS Mn 209 251 373 457 624 753 844 680 733 817 919 EBITDA margin % 26% 31% 40% 42% 43% 45% 47% 48% 48% 49% 52% (-) Depreciation NIS Mn (73) (79) (87) (96) (105) (120) (138) (114) (115) (115) (116) EBIT NIS Mn 136 172 287 361 519 633 707 566 619 701 803 (-) Interest expense NIS Mn (5) (11) (12) (13) (14) (+) Extraordinary items (1) NIS Mn 2,416 (+) Other incomes NIS Mn 37 82 79 75 71 67 50 4 4 Profit before taxes NIS Mn 173 254 366 436 590 700 3,168 559 611 693 794 (-) Taxes NIS Mn (40) (58) (84) (100) (136) (161) (729) (129) (140) (159) (183) Profit after taxes NIS Mn 133 345 282 336 454 539 2,440 431 470 533 611 (1) Indicates gains from sale of Real Estate business in 2028 (2) There is a dip seen in 2029 since the real estate business is assumed to be sold in 2028 and nos. from 2029 are only for port business. Port business has grown by 7% in 2029 *Assuming 2023 is the first full year of operations 40#41Disclaimer adani Ports and Logistics Certain statements made in this presentation may not be based on historical information or facts and may be "forward-looking statements," including those relating to general business plans and strategy of Adani Ports and Special Economic Zone Limited ("APSEZL"), the future outlook and growth prospects, and future developments of the business and the competitive and regulatory environment, and statements which contain words or phrases such as 'will', 'expected to', etc., or similar expressions or variations of such expressions. Actual results may differ materially from these forward-looking statements due to a number of factors, including future changes or developments in their business, their competitive environment, their ability to implement their strategies and initiatives and respond to technological changes and political, economic, regulatory and social conditions in India. This presentation does not constitute a prospectus, offering circular or offering memorandum or an offer, or a solicitation of any offer, to purchase or sell, any shares and should not be considered as a recommendation that any investor should subscribe for or purchase any of APSEZL's shares. Neither this presentation nor any other documentation or information (or any part thereof) delivered or supplied under or in relation to the shares shall be deemed to constitute an offer of or an invitation by or on behalf of APSEZL. APSEZL, as such, makes no representation or warranty, express or implied, as to, and does not accept any responsibility or liability with respect to, the fairness, accuracy, completeness or correctness of any information or opinions contained herein. The information contained in this presentation, unless otherwise specified is only current as of the date of this presentation. APSEZL assumes no responsibility to publicly amend, modify or revise any forward- looking statements, on the basis of any subsequent development, information or events, or otherwise. Unless otherwise stated in this document, the information contained herein is based on management information and estimates. The information contained herein is subject to change without notice and past performance is not indicative of future results. APSEZL may alter, modify or otherwise change in any manner the content of this presentation, without obligation to notify any person of such revision or changes. No person is authorised to give any information or to make any representation not contained in and not consistent with this presentation and, if given or made, such information or representation must not be relied upon as having been authorised by or on behalf of APSEZL. This presentation does not constitute an offer or invitation to purchase or subscribe for any securities in any jurisdiction, including the United States. No part of its should form the basis of or be relied upon in connection with any investment decision or any contract or commitment to purchase or subscribe for any securities. None of our securities may be offered or sold in the United States, without registration under the U.S. Securities Act of 1933, as amended, or pursuant to an exemption from registration therefrom. Investor Relations Team: MR. CHARANJIT SINGH Head ESG & Investor Relations - [email protected] +91 79 2555 7712 41