Adani Ports & SEZ has received formal approval from its Finance Committee for cash tender offers to purchase senior notes worth up to $495.14 million in aggregate. The committee meeting held on February 10, 2026, marked a crucial step in the company's ongoing capital management strategy.

Finance Committee Approval and Meeting Details

The Finance Committee of Adani Ports and Special Economic Zone Limited convened on February 10, 2026, from 4:15 am to 4:45 am, approving the comprehensive tender offer structure. The committee also authorized the tender offer memorandum and dealer manager agreements required for the transaction.

Tender Offer Structure

The company is offering to purchase two categories of senior notes through separate tender offers:

The 4.0% Senior Notes due 2027 represent the full outstanding amount of $345,137,000, while the 3.10% Senior Notes due 2031 represent a partial amount from the total outstanding principal of $500,000,000.

Pricing and Premium Structure

The tender offers include attractive pricing structures with early tender premiums for noteholders who submit their notes before the early tender deadline:

Noteholders who tender their notes on or before the Early Tender Date of February 24, 2026, will receive both the tender offer consideration and the early tender premium.

Dealer Manager Agreement Terms

The Finance Committee approved dealer manager agreements with specific terms and conditions:

The company has provided representations, warranties, and indemnity to the dealer managers under the agreement. Cantor Fitzgerald & Co. and Jefferies Singapore Limited serve as dealer managers, while Sodali and Co Ltd. acts as the information and tender agent.

Timeline and Settlement Framework

The tender offers follow a structured timeline with specific deadlines:

Strategic Rationale and Compliance

The tender offers form part of Adani Ports and Special Economic Zone Limited's continuing capital management programme aimed at proactively optimizing its liability structure. The company intends to fund the note purchases through a combination of borrowed debt and existing cash reserves.

The company has filed the necessary regulatory disclosures under Regulation 30 of SEBI Listing Obligations and Disclosure Requirements Regulations, 2015, with BSE Limited, National Stock Exchange of India Limited, and other relevant exchanges including Singapore Exchange Limited.

Tenders must be made in minimum denominations of $200,000 principal amount or higher integral multiples of $1,000. The tender offer memorandum and related documents are available through the transaction website at https://projects.sodali.com/adaniports .

Adani Ports & SEZ announced significant leadership changes and quarterly results approval during its Board meeting held on February 3, 2026. The company's Board of Directors approved unaudited financial results for the quarter and nine months ended December 31, 2025, while also announcing a major transition in its executive leadership. Following the results announcement, the company has now made available the earnings call transcript.

CFO Leadership Transition

The company announced that D. Muthukumaran, the current Chief Financial Officer and Key Managerial Personnel, will relinquish his position effective from close of business hours on February 28, 2026. This transition is part of the ongoing leadership development process across the Adani Group, with Muthukumaran moving to a new role within the Adani portfolio of companies.

New CFO Profile and Experience

Sreedhar Krishna Menon will assume the role of Chief Financial Officer and Key Managerial Personnel effective March 1, 2026. Menon brings extensive experience to the position, with more than 30 years of expertise in various disciplines of finance and accounts. He is a qualified Cost Accountant and Management Graduate who has also completed the Advanced Management Program at Harvard Business School.

Throughout his career, Menon has held various leadership positions at prominent organizations including Pennar Group, AFL Private Limited, Bharti Airtel Limited, and AdaniConnex. His professional experience spans combining functional skills with strategic direction in planning and executing business success initiatives.

Q3 FY26 Results and Earnings Call

The Board approved the unaudited financial results for both standalone and consolidated financials for the quarter and nine months ended December 31, 2025. These results were prepared in accordance with Regulation 33 of the SEBI Listing Regulations and include the Limited Review Report and Security Cover Certificate from the Statutory Auditors.

Following the results announcement, the company conducted an earnings call on February 3, 2026, to discuss the quarterly performance. The complete transcript of this earnings call has been made available on the company's website and submitted to stock exchanges as part of regulatory compliance under Regulation 30.

Regulatory Compliance and Disclosures

The company has submitted all necessary regulatory disclosures to BSE Limited, National Stock Exchange of India Limited, India International Exchange, and Singapore Exchange Limited. The earnings call transcript was formally communicated to the exchanges on February 9, 2026, ensuring complete transparency and compliance with listing regulations.

The Board meeting that approved the results commenced at 11:00 a.m. and concluded at 1:00 p.m. on February 3, 2026, with Company Secretary Kamlesh Bhagia overseeing the regulatory filings and disclosures.