Adani Enterprises Ltd. — Capital/Financing Update 2021

Aug 16, 2021

adani

16th August 2021

BSE Limited P J Towers, Dalal Street, Mumbai - 400001. National Stock Exchange of India Limited Exchange plaza, Bandra-Kurla Complex, Sandra (E), Mumbai - 400051.

Scrip Code: 512599

Scrip Code: ADANIENT

Dear Sir,

• Sub: Intimation for acquisition of 'Maharashtra Border Check Post Network Limited' from Sadbhav Infrastructure Project Limited.
• Ref: Disclosure pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

With reference to the captioned subject, we would like to inform that Adani Road Transport Limited ('ARTL'), a Wholly-owned Subsidiary of Adan i Enterprises Limited ('the Company'), has signed a definitive Agreement ('the Agreement') with Sadbhav Infrastructure Project Limited ('SIPL') on 16th August, 2021 for acquisition of Maharashtra Border Check Post Network Limited ('MBCPNL'). ARTL will initially acquire 49% stake in MBCPNL with an option to acquire additional stake in M BCPNL. subject to receipt of regulatory approvals.

M BCPNL is a 'Special Purpose Vehicle', for construction, operation and maintenance of Roads 8 Check-posts. MBCPNL has an integrated portfolio of 24 (twenty-four) modernized and computerized border check posts ("SCP") in the State of Maharashtra ("the Project") in accordance with the terms of the Concession Agreement dated 30th March, 2009.

The details as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR / CFO/ CMD / 4 / 2015 dated 9 th September, 2015 are given as under:

Sr. No.	Particulars	Details
a)	Name of the target entity, details in brief such as size, turnover etc.	'Maharashtra Border Check Post Network Limited' ('MBCPNL') i) Authorized Share Capital: Rs. 5,00,000/- (Rupees Five Lakh Only). ii) Paid-Up Share Capital: Rs. 5,00,000/- (Rupees Five Lakh Only). iii) Turnover as on 31.03.2021 : Rs. 192.3 Crores.
Adanl Enterprises Ltd "Adani Corporate House·. Shantigram, Near Valshno Devi Circle, S. G. Highway, Khodlyar Ahmedabad 382 421		Tel + 91 79 2656 5555 Fax + 91 79 2555 5500 lnfo@adani.com www.adanl.com

Gujarat, India CIN: L51100GJ1993PLC019067

Registered Office : "Adani Corporate House:. Shantlgram, Near Valshno Devi Circle. S. G. Highway, Khodiyar, Ahmedabad . 382421

Sr.
No.	Particulars	Details
b) c)	Whether the acquisition would within fall related party transaction(s) and whether the promoter/ promoter group/ group companies have any interest in the entity being acquired? If yes, of interest and nature details thereof and whether the same is done at "arms length". Industry to which the entity	No Construction, Operation and Maintenance
	being acquired belongs	of Roads and Check-posts.
d)	effects Objects and of but not acquisition (including limited to, disclosure of reasons for acquisition of target entity, if accelerate ARTL's growth. its business is outside the main of business of the line listed entity)	The acquisition of MBCPNL's border check post assets will enhance the bouquet of ARTL's business in highways and will help
e)	Brief details of any governmental	Approval of Government of Maharashtra
	or regulatory approvals required for the acquisition.	State ('GoM') / Maharashtra Road Development Corporation Limited ('MSRDC') will be required for acquisition of stake beyond 49%.
f)	for Indicative time period completion of the acquisition	of Subject to satisfaction relevant conditions precedents, the transaction is expected to close by Q3 FY22.
g)	of Nature consideration - whether cash consideration or share swap and details of the same;	Cash
h)	Cost of acquisition or the price at which the shares are acquired;	at The acquisition cost would be an Enterprise value of Rs. 1,680 Crore.
i)	of Percentage shareholding / control acquired and/ or number of shares acquired;	49% equity ARTL will initially acquire shares (24.500 Equity shares) of MBCPNL from SIPL (along with certain subordinated loans) and will also have an option to acquire additional stake in MBCPNL subject to regulatory approvals.

Adanl Enterprises Ltd Tel + 91 79 2656 5555 "Adanl Corporate House·. Shantigram. Near Vaishno Devi Circle, S. G. Highway, Khodlyar Ahmedabad 382 421 Gujarat. India CIN· L51100GJ1 993PLC019067

Fax + 91 79 2555 5500 lnfo@adanl.com www.adanl.com

Registered Office : "Adanl Corporate House·. Shantlgram. Near Valshno Devi Circle, S. G. Highway, Khodiyar. Ahmedabad - 382421

adani

Sr.	Particulars		Details
No.
j)	Brief background about the entity of acquired terms in of products/line business acquired, date of incorporation, history of last 3 years turnover, country in which the acquired entity has presence and any other significant information (in brief):	MBCPNL has been incorporated as 'Special for construction. Vehicle' Purpose operation and maintenance of Roads 8- 24 (twenty Check-posts. MBCPNL has four) computerized modern ized and integrated border check posts in the State of Maharashtra. India. The Company has 18 operational check operationa posts, 4 near near l, completion and 1 under construction. MBCPNL was incorporated on 9th March. 2009. The turnover details of MBCPNL for last three years (for the operational check posts) are as under: Year Amount
			(Rs. in Crore)
		2020-2021	192.3
		2019-2020 2018-2019	220.8 251.9

Media Release on the subject ffAdani Group to acquire MBCPNL portfolio from Sadbhav Infrastructure at an Enterprise Value of Rs.1,680 croreN is also enclosed herewith.

Kindly take t he same on your records.

Thanking you,

You rs fait hfu lly, For Adani Enterprises Limited

-:::;: R-~W,~

Jatln Jalundhwala Company Secretary 8- Joint President (Legal)

Encl: As above

Adani Enterprises Ltd "Adani Corporate House·. Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar Ahmedabad 382 421 Gujarat, India CIN : L51100GJ1993PLC019067

Tel + 91 79 2656 5555 Fax + 91 79 2555 5500 lnfo@adani.com www.adani.com

Media Release

Adani Group to acquire MBCPNL portfolio from Sadbhav Infrastructure at an Enterprise Value of Rs.1,680 crore

Gateway connects Maharashtra with 6 neighbouring states, will cover over 20% of the commercial road traffic in India.

Editor's Synopsis

• Adani Road Transport Ltd (ARTL) will acquire Maharashtra Border Check Post Network Ltd (MBCPNL). ARTL will acquire 49% at first, with the option to acquire additional stake, subject to approvals.
• MBCPNL has 24 integrated checkposts with exclusive service fee collection rights from commercial vehicles for all key traffic routes in and out of Maharashtra.
• MBCPNL is an important gateway connecting Maharashtra with 6 neighbouring states, which covers over 20% of the commercial road traffic in India.
• MBCPNL has a strong business model underlined by long term concession, good traffic growth, inflation protection and robust margins.

Ahmedabad, 16 August 2021: Adani Road Transport Ltd (ARTL), a wholly owned subsidiary of Adani Enterprises Ltd (AEL), has entered into a definitive agreement to acquire Maharashtra Border Check Post Network Ltd (MBCPNL), a subsidiary of Sadbhav Infrastructure Project Limited (SIPL).

ARTL, which develops, constructs, operates and manages roads and highway projects in India, will acquire a 49% stake in MBCPNL at first, with an option to acquire additional stake subject to regulatory approval.

"India has made tremendous progress in building its road network and interlinking the nation, an essential contributing factor in economic development," said Krishna Prakash Maheshwari, CEO of ARTL. "As the nation's largest infrastructure player, the Adani Group's drive to create a world class portfolio of road networks is aligned with our mission to become India's largest road infrastructure owner and operator. The multibillion dollar profile of road assets we are executing across India encompasses a variety of business models including Hybrid Annuity Mode (HAM),

Toll-Operate-Transfer (TOT), Build-Operate-Transfer (BOT) and a service fee based network. This acquisition also strategically dovetails with the Adani Group's formidable strength in logistics, a force-multiplying business adjacency for ARTL." The acquisition is at an enterprise value of Rs.1,680 Cr implying an attractive EBITDA multiple of ~7x. The deal is subject to customary regulatory and lender's approvals and is expected to close in Q3 FY22.

About MBCPNL:

MBCPNL is an integrated portfolio of 24 border check posts with exclusive service fee collection rights from commercial vehicles for all traffic routes in and out of Maharashtra until at least 2033. Out of 24 checkposts, MBCPNL has 18 operational, 4 near-operational, one near completion and one under construction.

The Company has a strong business model underlined by long term concession, good traffic growth with inflation protection (5% p.a. and compounded every 3 years) with annual revenues expected to be in excess of Rs.340 Cr. The company has an estimated debt of Rs.1,130 Cr as on 30 September 2021.

About Adani Road Transport Limited (ARTL)

Adani Road Transport Ltd is a wholly owned subsidiary of Adani Enterprises Ltd, the flagship company of the diversified Adani Group. ARTL is a transport infrastructure developer involved in the construction, operation and maintenance of roads, highways and expressways. ARTL has concession agreements with the National Highway Authority of India (NHAI) structured on the Hybrid Annuity Mode (HAM), Build-Operate-Transfer (BOT) and Toll-Operate-Transfer (TOT) models. ARTL has already embarked upon a journey to implement an ESG framework and target to be among the largest green highways players in India.

For more information, please visit www.adanienterprises.com/

For Media Queries, please contact Roy Paul | roy.paul@adani.com