Ports and Logistics

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Adani Ports and Special Economic Zone Limited

Serial Number: Name of Investor:

Public limited company incorporated under the Companies Act. 1956 with Corporate Identification Number L63090GJ1998PLC034182

Date of Incorporation: 26th May, 1998 Registered Office: Adani House, Mithakhali Six Roads. Navrangpura. Ahmedabad 380 009

Contact person: Mr. Kamlesh Bhagia Email: Kamlesh.Bhagia@adani.com Tel: +91-79-2555 5555; Fax: +91-79-2555 5500: Website: www.adaniports.com

INFORMATION MEMORANDUM FOR THE ISSUE OF DEBENTURES ON A PRIVATE PLACEMENT BASIS

ISSUE OF 1,550 RATED, LISTED, SECURED, REDEEMABLE, NON-CONVERTIBLE DEBENTURES OF FACE VALUE OF RS. 10,00,000/- EACH, AGGREGATING RS. 155 CRORES ON A PRIVATE PLACEMENT BASIS (THE "ISSUE") BY ADANI PORTS AND SPECIAL ECONOMIC ZONE LIMITED (THE "ISSUER").

This Private Placement Offer Letter cum application letter (hereinafter referred to as the "Information Memorandum") is prepared in conformity with Securities and Exchange Board of India (Issue and listing of Debt Securities) Regulations, 2008 issued vide Circular No. LAD-NRO/GN/2008/13/127878 dated June 06, 2008, as amended by the Securities and Exchange Board of India (Issue and listing of Debt Securities (Amendment) Regulations, 2012 issued vide Circular No. LAD-NRO/GN/2012-13/19/5392 dated October 12, 2012 and CIR/IMD/DF/18/2013 dated October 29, 2013), Securities and Exchange Board of India Issue and listing of Debt Securities (Amendment) Regulations, 2014 issued vide Circular No. LAD-NRO/GN/2013-14/43/207 dated January 31, 2014 and Securities and Exchange Board of India Issue and listing of Debt Securities (Amendment) Regulations, 2014 issued vide Circular No. LAD·NRO/GN/2014· 15/25/539 dated March 24, 2015 and Section 42 of the Companies Act, 2013 and the Companies (Prospectus and Allotment of Securities). General Risk Investors are advised to take informed decision before taking an investment decision in this offering. For taking an investment decision the investor must rely on their examination of the Issue and the Information Memorandum including the risks involved. The Debentures have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this document. Specific attention of the investors is invited to the risk factors mentioned elsewhere in this offer document.

Issuer's Absolute Responsibility The Issuer, having made all reasonable inquiries. accepts responsibility for, and confirms that this Information Memorandum contains all information with regard to the Issuer and the Issue. which is material in the context of the Issue, that the information contained in this Information Memorandum is true and correct in all material respects and is not misleading in any material respect. that the opinions and intentions expressed herein are honestly held and that there are no other facts. the omission of which makes this Information Memorandum as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

Credit Rating ICRA Limited has assigned "ICRA AA+ @" rating to these Debentures by letter dated 07 th Feb 2020 Instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk. The credit rating letter dated 07th February 2020 issued by ICRA Limited is enclosed as Annexure A to this Information Memorandum. The rating should not be treated as recommendation to buy. sell or hold the Debentures. Investors should take their own decision. The rating may be subject to revision or withdrawal at any time by the Rating Agency and each rating should be evaluated independently of any other rating. The rating obtained is subject to revision at any point of time in the future. The Rating Agency has a right to suspend, withdraw or revise the rating at any time on the basis of new information etc. listing The Debentures offered through this Information Memorandum are proposed to be listed on the wholesale debt market segment of the BSE Limited. The Issuer has obtained "in-principle" approval from the BSE on [] and will apply for final listing of the Debentures offered through this Issue within 20 (Twenty) Trading Days from the Deemed Date of Allotment.

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Registrar: - Debenture Trustee: -Link lntime India Private Limited IDBI Trusteeship Services Limited C-101. 247 Park. L.B.S. Marg, Asian Building Ground Floor, Vikhroli (West). Mumbai-400083 17 R. Kamani Marg, Ballard Estate,Mumbai-400001

Tel: +91 022 25963838, Fax: +91 022 25946969 Phone No:+22 40807000

Contact Person: Mr. Ganesh Jadhav Fax No: +22 66311776

Email id: gan!:::ih.jagh2v@linkintime.QQ.in Contact Person: Mr. Rajesh Chandra E-mail: rajeshchandra@idbitrustee.com

Issue Programme Issue Opening Date Issue Closing Date 28 th February 2020 2s th February 2020

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DEFINITIONS AND ABBREVIATIONS

Term Definition Act Companies Act, 2013

APSEZ/lssuer/Company Adani Ports and Special Economic Zone Limited

Application Form The form in terms of which. the investors shall apply for the Debentures of the Issuer and appended herewith as Annexure 8

Articles Articles of Association of the Issuer Board/Board of Directors Board of directors of the Issuer SSE SSE Limited

Business Day Means a day (other than a Second 8- Fourth Saturday or Sunday or a Bank holiday) on which banks are open for general business in Mumbai and Ahmedabad

CDSL Central Depository Services {India) Limited Committee Any committee of the Board of Directors Companies Act The Companies Act. 2013

Debenture Holder(s) The holder(s) of the Debenture(s) in dematerialized form

Debenture Trustee IDBI Trusteeship services Limited

Debenture Trustee The debenture trustee appointment agreement executed between the Issuer and the Agreement Debenture Trustee on []

Debentures 1.550 Rated. Listed, Secured. Redeemable. Non-convertible Debentures of face value of Rs. 10.00.000/- each. aggregating Rs. 155 crores on a private placement basis. (a) Debenture Trust Deed; (b) Debenture Trustee Agreement: (c) Information Memorandum;

Debenture Documents (d) the letters issued by the Debenture Trustee and Rating Agency, the letters appointing the registrar and transfer agent with respect to issuance of the Debentures; and

(e) Any other document that may be designated as a Debenture Document by the Debenture Trustee and the Issuer

Deemed Date of 25 th February 2020

Allotment Depositories NSDL and CDSL ECGC Export Credit Guarantee Corporation of India

(a) Companies. Body Corporate and Societies. authorized to invest in debentures (b) Insurance Companies and Trusts authorized to invest in Bonds (c) Commercial Banks. Financial Institutions, Co-operative Banks. Regional Rural

Banks etc.

Eligible Investors (d) Non-Banking Finance Companies and Residuary Non-Banking Finance

Companies (e) Mutual Funds (f) Provident Fund, Chit Funds (g) SEBI registered foreign institutional investors ("Flis") and sub-accounts of Flis (h) Any other investor authorized to invest in these Debentures

Event of Default As defined in the Debenture Trust Deed

FEMA Foreign Exchange and Management Act. 1999 (as amended from time to time)

Final Redemption Date INR 70 Crores: 23'd April 2021 INR 85 Crores: 15 th June 2021

Flis Foreign institutional investors registered with SEBI under the Securities and Exchange Board of India (Foreign Institutional Investors) Regulations. 1995 (as amended from time to time)

FPls Foreign portfolio investors registered with SEBI under the Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations. 2014

Information This information memorandum dated [.] for private placement of the Debentures to Memorandum eligible investors

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Issue Rated. Listed, Secured. Redeemable, Non-convertible Debentures of face value of Rs. 10,00,000/- each. aggregating Rs. 155 crores on a private placement basis.

MMT Million Metric Ton MMTPA Million Metric Ton Per Annum

NCO Non-convertible Debentures

NSDL National Securities Depository Limited

Rating Agency ICRA Limited

RBI Reserve Bank of India

Record Date 15 days prior to the Interest Payment Date/ Redemption Date Registrar and Transfer

Link lntime India Private Limited Agent

ROC Registrar of Companies, Gujarat

RoU Right of Use

Rs./Rupees/lNR Unit for Lawful Currency of the Republic of India

SBAFT S.B. Adani Family Trust

SEBI Securities and Exchange Board of India

SEBI Debt Regulations The SEBI (Issue and Listing of Debt Securities) Regulations. 2008 (as amended from time to time)

Secured Assets The assets charged. assigned, pledged or otherwise made the subject of security pursuant to the Transaction Documents

SEZ Special Economic Zone

SPM Single Point Mooring

TEUs Twenty-Foot Equivalent Units

Trading Day Each day on which the NSE and/or BSE is open for trading

UMPP Ultra Mega Power Plant

USO US Dollar. being the Unit of Lawful Currency of the United States of America

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DISCLAIMERS

GENERAL DISCLAIMER

This Information Memorandum is neither a prospectus nor a statement in lieu of a prospectus. The issue of Debentures, to be listed on BSE Limited is being made strictly on a private placement basis. This Information Memorandum is not intended to be circulated to more than 49 (forty nine) persons. Multiple copies hereof given to the same entity shall be deemed to be given to the same person and shall be treated as such. It does not constitute and shall not be deemed to constitute an offer or an invitation to subscribe to the Debentures to the public in general. This Information Memorandum should not be construed to be a prospectus or a statement in lieu of prospectus under the Companies Act.

This Information Memorandum has been prepared in conformity with the SEBI Debt Regulations. Therefore, as per the applicable provisions, a copy of this Information Memorandum has not been filed or submitted to the SEBI for its review and/or approval.

It is the responsibility of potential Eligible Investors to also ensure that any sale by them of the Debentures does not constitute an offer to the public within the meaning of the Companies Act.

This Information Memorandum has been prepared to provide general information about the Issuer to potential Eligible Investors to whom it is addressed and who are willing and eligible to subscribe to the Debentures. This Information Memorandum does not purport to contain all the information that any potential Eligible Investor may require. Neither this Information Memorandum nor any other information supplied in connection with the Debentures is intended to provide the basis of any credit or other evaluation and any recipient of this Information Memorandum should not consider such receipt a recommendation to purchase any Debentures. Each investor contemplating purchasing any Debentures should make its own independent investigation of the financial condition and affairs of the Issuer, and its own appraisal of the creditworthiness of the Issuer. Potential investors should consult their own financial. legal. tax and other professional advisors as to the risks and investment considerations arising from an investment in the Debentures and should possess the appropriate resources to analyze such investment and the suitability of such investment to such investor's particular circumstances.

The Issuer having made all reasonable enquiries, accepts responsibility for and confirms that the information contained in this Information Memorandum is true and correct in all material aspects and is not misleading in any material respect. that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which make this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

This Information Memorandum and the contents hereof are intended only for recipient(s) who have been addressed directly and specifically through a communication by the Issuer and only such recipients are eligible to apply for the debentures. All investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this issue. The contents of this Information Memorandum are intended to be used only by those investors to whom it is distributed. It is not intended for distribution to any other person and should not be reproduced by the recipient.

No invitation is being made to any persons other than those to whom application forms along with this Information Memorandum being issued have been sent. Any application by a person to whom the Information Memorandum has not been sent by the Issuer shall be rejected without assigning any reason. The person who is in receipt of this Information Memorandum shall not reproduce or distribute in whole or part or make any announcement in public or to a third party regarding the contents without written consent of the Issuer.

DISCLAIMER IN RESPECT OF JURISDICTION

This Issue is made in India to investors as specified under clause "eligible investors" of this Information Memorandum, who shall be specifically approached by the Issuer. This Information Memorandum does not constitute an offer to sell or an invitation to subscribe to Debentures offered hereby to any person to whom it is not specifically addressed. Any disputes arising out of this issue will be subject to the exclusive jurisdiction of the courts of Mumbai. This issue is made in India to the eligible investors, who shall be specifically approached by the Issuer. This Information Memorandum does not constitute an offer to sell or an invitation to subscribe to the Debentures herein, in any other jurisdiction and to any person to whom it is unlawful to make an offer or invitation in such jurisdiction.

DISCLAIMER OF THE ISSUER

The Issuer confirms that, as of the date hereof, this Information Memorandum (including the documents incorporated by reference, if any) contains all information that is material in the context of the Issue, is accurate in all material respects and does not contain any untrue statement of a material fact or omit to state

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any material fact necessary to make the statements herein, in the light of the circumstances under which they are made, are not misleading. The sale or transfer of these Debentures outside India may require regulatory approvals in India, including without limitation, the approval of the RBI.

The Issuer confirms that all information considered adequate for and relevant to the Issue and the Issuer has been made available in this Information Memorandum for the use and perusal of the potential investors and no selective or additional information would be made available to any section of investors in any manner whatsoever.

The Issuer does not undertake to update the Information Memorandum to reflect subsequent events after the date of the Information Memorandum and thus it should not be relied upon with respect to such subsequent events without first confirming its accuracy with the Issuer.

Neither the delivery of this Information Memorandum nor any Issue of Debentures made hereunder shall, under any circumstances, constitute a representation or create any implication that there has been no change in the affairs of the Issuer since the date hereof.

This Information Memorandum has not been filed with the SEBI. The securities have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy this Information Memorandum. It is to be distinctly understood that filing of this Information Memorandum should not, in any way, be deemed or construed that the same has been cleared or vetted by SEBI. SEBI does not take any responsibility for the purpose for which the issue is proposed to be made or for the correctness of the statements made or opinions expressed in this Information Memorandum. The issue of Debentures being made on private placement basls, filing of this document is not required with SEBI, however SEBI reserves right to take up at any point of time, with the Company, any irregularities or lapses in this document.

DISCLAIMER OF THE STOCK EXCHANGE

As required, a copy of this Information Memorandum has been submitted to the BSE for hosting the same on its website. It is to be distinctly understood that filing of this Information Memorandum with the BSE should not, in any way, be deemed or construed that the same has been cleared or approved by the BSE. The BSE does not take any responsibility for the purpose for which the issue is proposed to be made, or for the correctness of the statements made or opinions expressed in this offer document.

DISCLAIMER OF THE CREDIT RATING AGENCY

The ratings of the Credit Rating Agencies should not be treated as a recommendation to buy, sell or hold the Debentures. The Credit Rating Agencies ratings are subject to a process of surveillance which may lead to a revision in ratings. Please visit the Credit Rating Agency's website (www.icra.in) or contact the Credit Rating Agency's office for the latest information on the Credit Rating Agency's ratings. All information contained herein has been obtained by the Credit Rating Agency from sources believed by it to be accurate and reliable. Although reasonable care has been taken to ensure that the information herein is true, such information is provided ·as is' without any warranty of any kind, and the credit rating agency in particular, makes no representation or warranty, express or implied, as to the accuracy, timeliness or completeness of any such information. All information contained herein must be construed solely as statements of opinion and Credit Rating Agency shall not be liable for any losses incurred by users from any use of this publication or its contents.

DISCLAIMERS OF THE DEBENTURE TRUSTEE

I) The Debenture Trustee or its agents or advisers associated with the issue of the Debentures do not undertake to review the financial condition or affairs of the Issuer during the life of the arrangements contemplated by this Information Memorandum and shall not have any responsibility to advise any investor or prospective investor in the Debentures of any information available with or subsequently coming to the attention of the Debenture Trustee, its agents or advisors.

II) The Debenture Trustee and its agents or advisors associated with the issue of Debentures have not separately verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility is accepted by Debenture Trustee as to the accuracy or any other information provided by the Issuer. Accordingly, the Debenture Trustee shall have no liability in relation to the information contained in this Information Memorandum or any other information provided by the Issuer in connection with the issue.

Ill) The Debenture Trustees is neither a principal debtor nor a guarantor of the Debentures.

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Cautionary Note:

The Issuer confirms that all necessary disclosures have been made in the Information Memorandum including but not limited to statutory and other regulatory disclosures. Investors should carefully read and note the contents of the Information Memorandum. Each prospective investor should make its own independent assessment of the merit of the investment in the Debentures and the Issuer. Prospective investor should consult their own financial, legal, tax and other professional advisors as to the risks and investment considerations arising from an investment in the Debentures and should possess the appropriate resources to analyse such investment and suitability of such investment to such investor's particular circumstance. Prospective investors are required to make their own independent evaluation and judgment before making the investment and are believed to be experienced in investing in debt markets and are able to bear the economic risk of investing in such instruments.

The investors have agreed that they (i) are knowledgeable and experienced in financial and business matters, have expertise in assessing credit, market and all other relevant risk and are capable of evaluating, and have evaluated, independently the merits, risks and suitability of purchasing the Debentures, (ii) understand that the Issuer has not provided, and will not provide, any material or other information regarding the Debentures, except as included in the Information Memorandum, (iii) have not requested the Issuer to provide it with any such material or other information, (iv) have not relied on any investigation that any person acting on their behalf may have conducted with respect to the Debentures, (v) have made their own investment decision regarding the Debentures, (vi) have had access to such information as deemed necessary or appropriate in connection with purchase of the Debentures, and (vii) understand that, by purchase or holding of the Debentures, they are assuming and are capable of bearing the risk of loss that may occur with respect to the Debentures, including the possibility that they may lose all or a substantial portion of their investment in the Debentures.

Neither this Information Memorandum nor any other information supplied in connection with the issue of Debentures is intended to provide the basis of any credit or other evaluation and any recipient of this Information Memorandum should not consider such receipt as a recommendation to purchase any Debentures.

Each investor contemplating purchasing any Debentures should make its own independent investigation of the financial condition and affairs of the Issuer. and its own appraisal of the creditworthiness of the Issuer. Potential investors should consult their own financial, legal. tax and other professional advisors as to the risks and investment considerations arising from an investment in the Debentures and should possess the appropriate resources to analyse such investment and the suitability of such investment to such investor's particular circumstances. This Information Memorandum is made available to potential investors on the strict understanding that it is confidential. Recipients shall not be entitled to use any of the information otherwise than for the purpose of deciding whether or not to invest in the Debentures.

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Table indicating references of disclosures requirements under Form PAS-4

Sr. No. Particulars Page No. 1. GENERAL INFORMATION a. Name, address. website and other contact details of the company indicating both

10 registered office and corporate office;

b. Date of incorporation of the company; 13 C. Business carried on by the company and its subsidiaries with the details of

13 branches or units. if any; d. Brief particulars of the management of the company; 29 e. Names. addresses, DIN and occupations of the directors; 29 f. Management's perception of risk factors; 32-35 g. Details of default, if any, including therein the amount involved, duration of default

and present status, in repayment of -i) statutory dues;

35 ii) debentures and interest thereon; iii) deposits and interest thereon; iv) Loan from any bank or financial institution and interest thereon.

h. Disclosure pertaining to wilful default 35 i Any default in Annual filing of the Company under the Companies Act, 2013 or the

35 rules made

j Names, designation, address and phone number, email ID of the nodal/ compliance 10

officer of the company, if any, for the private placement offer process; 2. PARTICULARS OF THE OFFER a. Date of passing of board resolution; 36 b. Date of passing of resolution in the general meeting , authorizing the offer of

36 securities; c. Kinds of securities offered (i.e. whether share or debenture) and class of security; 37 d. Price at which the security is being offered including the premium, if any, along

38 with justification of the price; e. Amount which the company intends to raise by way of securities; 38 f. Terms of raising of securities: Duration, if applicable, Rate of dividend or rate of

36-39 interest, mode of payment and repayment; g. Proposed time schedule for which the Information Memorandum is valid 36 h. Purposes and objective of the offer; 36 i. Contribution being made by the promoters or directors either as part of the offer

41 or separately in furtherance of such objects;

j. Allotment made in the last one year for consideration other than cash 41 k. The proposed time within which the allotment shall be completed; 36 I. The change in control. if any, in the company that would occur consequent to the

42 private placement

m. The justification for the allotment proposed to be made for consideration other 48

than cash together with valuation report of the registered valuer n. Mode of payment for subscription 36 o. The pre-issue and post-issue shareholding pattern of the Issuer 42 p. Principle terms of assets charged as security, if applicable; 41 3. DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATION ETC. a. Any financial or other material interest of the directors, promoters or key

managerial personnel in the offer and the effect of such interest in so far as it is 41 different from the interest of other persons.

b. Details of any litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any promoter of the offeree company during the last three years immediately preceding the year

41 of the circulation of the Information Memorandum and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed

C. Remuneration of directors (during the current year and last three financial years); 41 d. Related party transactions entered during the last three financial years

immediately preceding the year of circulation of Information Memorandum 41 including with regard to loans made or, guarantees given or securities provided

e. Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of

41 Information Memorandum and of their impact on the financial statements and financial position of the company and the corrective steps taken and proposed to

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be taken by the company for each of the said reservations or qualifications or adverse remark

f. [;)etails of any inquiry, inspections or investigations initiated or conducted under the Companies Act or any previous company law in the last three years immediately preceding the year of circulation of Information Memorandum in the case of company and all of its subsidiaries. Also if there were any prosecutions 41 filed (whether pending or not) fines imposed, compounding of offences in the last three years immediately preceding the year of the Information Memorandum and if so, section-wise details thereof for the company and all of its subsidiaries

g. Details of acts of material frauds committed against the company in the last three 41 years, if any, and if so, the action taken by the company

4. FINANCIAL POSITION OF THE COMPANY a. The capital structure of the company in the following manner in a tabular form- 42

(i) (a) The authorised, issued, subscribed and paid up capital (number of securities, 42 description and aggregate nominal value):

(b) Size of the present offer: 42

(c) Paid up capital 42

(d} After the offer 42

(e) After conversion of convertible instruments (if applicable} 42

(f) Share premium account (before and after the offer) 42

(ii) The details of the existing share capital of the issuer company in a tabular form, indicating therein with regard to each allotment, the date of allotment, the number of shares allotted, the face value of the shares allotted, the price and the form of consideration 42 Provided that the issuer company shall also disclose the number and price at which each of the allotments were made in the last one year preceding the date of the Information Memorandum separately indicating the allotments made for considerations other than cash and the details of the consideration in each case:

b. Profits of the company, before and after making provision for tax, for the three financial years immediately preceding the date of circulation of Information 47-48 Memorandum:

c. Dividends declared by the company in respect of the said three financial years: 48-55 d. A summary of the financial position of the company as in the three audited balance 48-55

sheets immediately preceding the date of circulation of Information Memorandum: e. Audited Cash Flow Statement for the three years immediately preceding the date 48-55

of circulation of Information Memorandum: f, Any change in accounting policies during the last three years and their effect on 55

the profits and the reserves of the company. s. A DECLARATION THAT-

a. the company has complied with the provisions of the Act and the rules made there under:

b. the compliance with the Act and the rules does not imply that payment of 66 dividend or interest or repayment of debentures, if applicable, is guaranteed by the Central Government:

C. the monies received under the offer shall be used only for the purposes and objects indicated in the Information Memorandum:

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GENERAL INFORMATION

Registered Office I Corgorate Office of the Issuer Comgliance Officer Adani Ports and Special Economic Zone Limited Mr. Kamlesh Bhagia Adani House, Near Mithakhali Six Roads, Company Secretary 8 Compliance Officer Navrangpura, Ahmedabad - 380 009 Adani Ports and Special Economic Zone Ltd. Tel: +91-79-2555 5555 Adani House, Near Mithakhali Six Roads, Fax: +91-79-2555 5500 Navrangpura, Ahmedabad 380 009 Website: WW)l!l. 2g2nir;1Qrt:i,QOm Email: Kamlesh,Bh2gi2@2r;lsini.QQm

Chief Financial Officer Debenture Trustee Mr. Deepak Maheshwari IDBI Trusteeship Services Limited Chief Financial Officer Asian Building Ground Floor, Adani Ports and Special Economic Zone Limited 17 R. Kamani Marg, Ballard Estate,Mumbai-400001 Infrastructure House, Phone No:+22 40807000 Nr. Adani House, Mithakhali Six Roads, Fax No: +22 66311776 Navrangpura, Ahmedabad 380 009 Contact Person: Mr. Rajesh Chandra Email: Deegak.Maheshwari@adani.com E-mail: rajeshchandra@idbitrustee.com

Registrar and Transfer Agent Credit Rating Agency Link lntime India Private Limited ICRA Limited (ICRA Ratings) C-101. 247 Park, L.B.S. Marg, 1809-1811. Shapath V Vikhroli (West), Mumbai-400083 Opposite Karnavati Club

Tel: +22-25963838, Fax: +22-25946969 S.G. Highway, Ahmedabad- 380 015

Email id: mumbai@linkintime.co.in Phone No.: +91 079 4027 1500/501 E-Mail: info@icraindia.com Contact Person: Mr. Mayank Agrawal Website: www.icra.in

Auditors of the Comgany "

Mis Deloitte Haskins & Sells 19 th Floor, "Shapath v·, Opp, Karnavati Club Road S. G. Highway, Ahmedabad - 380 015, Gujarat, India. Phone No: 91 (0)79 6682 7320 Contact Person: Mr. Kartikeya Raval Website: www2.deloitte.com

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LIST OF DOCUMENTS TO BE FILED WITH THE STOCK EXCHANGE

List of disclosures to be filed along with the listing application to the stock exchange:

A Memorandum and Articles of Association and necessary resolution(s) for the allotment of the debt securities;

B. Copy of last three years audited and adopted Annual Reports;

C. Statement containing particulars of, dates of, and parties to all material contracts and agreements:

D. Copy of the Board / Committee Resolution authorizing the borrowing and list of authorized signatories.

E. An undertaking from the Issuer stating that the necessary documents for the creation of the charge, where applicable, including the Debenture Trust Deed would be executed within the time frame prescribed in the relevant regulations/act/rules etc and the same would be uploaded on the website of the Designated Stock exchange, where the debt securities have been listed. within five working days of execution of the same.

F. Any other particulars or documents that the recognized stock exchange may call for as it deems fit.

G. An undertaking that permission / consent from the existing creditor for an exclusive /first or pari­passu charge being created. where ever applicable, in favour of the trustees to the proposed issue has been obtained.

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LIST OF DOCUMENTS TO BE DISCLOSED TO THE DEBENTURE TRUSTEE

List of documents/disclosures to be submitted to the Debenture Trustee in electronic form (soft copy) at the time of allotment of the debt securities:

A. Memorandum and Articles and necessary resolution(s) for the allotment of the debt securities;

8. Copy of last three years· audited and adopted Annual Reports;

C. Statement containing particulars of, dates of, and parties to all material contracts and agreements;

D. Financials as on 3,st March. 2019 standalone and consolidated / Limited Review Half Yearly Consolidated (wherever available) and Standalone Financial Information (Profit 8- Loss statement, Balance Sheet and Cash Flow statement) and auditor qualifications. if any;

E. An undertaking to the effect that the Issuer would. till the redemption of the debt securities, submit the details mentioned in point (D) above to the Trustee within the timelines as mentioned in Simplified Listing Agreement issued by SEBI vide SEBI (Listing Obligations and Disclosure Requirement). 2015, as amended from time to time, for furnishing/ publishing its half yearly/ annual result. Further. the Issuer shall within 180 days from the end of the financial year. submit a copy of the latest annual report to the Trustee and the Trustee shall be obliged to share the details submitted under this clause with all 'Qualified Institutional Buyers· (QIBs) and other existing debenture-holders within two working days of their specific request.

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Date of Incorporation of the Issuer: 26th May, 1998

Business carried on by the Company and its subsidiaries

We were incorporated as Gujarat Adani port Limited on May 26, 1998, and commenced phased operations at Mundra Port in October 1998 with commercial operations beginning in October 2001. We were initially promoted by Adani Port Limited and Gujrat Port Infrastructure Development Company Limited, an undertaking of Government of Gujarat.

We entered into Concession agreement with the GMB and Government of Gujarat on February 17, 2001 pursuant to which we have been granted the right to develop and operate Mundra port located at Navinal Island in the Kutch region for a period of 30 years.

Pursuant to an order of the High Court of Gujarat, Adani Port Limited merged with us with effect from April 1. 2003.Further, Mundra Special Economic Zone Limited (MSEZ) and Adani Chemicals Limited were merged with us with effect from April 1, 2006.

In order to reflect the significance of the SEZ status and changing nature of our business, we changed our name from Gujarat Adani Port Limited to Mundra Port and Special Economic Zone Limited with effect from July 7, 2006.As a part of our branding exercise, in January 2012 name of the company was changed to Adani Ports and Special Economic Zone Limited (APSEZ).

The Company has subsidiaries involved in the business of ports, logistics, warehousing, grains storage (Silo) services, and special economic zone development.

Business Overview

We are India's largest private developer and operator of ports and related infrastructure (Source: India Infrastructure Report, 2019). We provide fully integrated marine, stevedoring, handling, storage, warehousing, transportation and other value-added logistics services. We have invested in port-based special economic zones ("SEZs") and logistics/inland container depots ("ICDs") in India. We have expanded our business from operating a single port at Mundra on the west coast of India to being a pan-Indian integrated logistics service provider operating nine ports/terminals and three ICDs. We are further expanding our capacities at a few of our existing ports and are also in the process of developing container terminals in the south of India. We also intend to continue exploring business opportunities, to cater to our growing business demand in India and outside India. The Company has subsidiaries involved in the business of ports, logistics, warehousing, grains storage (Silo) services, and special economic zone development.

With a total installed capacity of 394.8 mmtpa for handling a diverse cargo base including dry and liquid bulk, containers, crude and automobiles, we handled 207.7 mmt of cargo in Fiscal Year 2019 and 180.0 mmt of cargo in Fiscal Year 2018. We believe that we are India's benchmark to global ports in terms of strengths, capacities and operations.

Our total income for Fiscal Years 2017, 2018 and 2019 was INR 9,479.46 Crores, INR 12,333.89 Crore and INR 12,287.78 Crore, respectively. Our profit for the year attributable to equity holders of the parent for Fiscal Years 2017, 2018 and 2019 was INR 3,911.52 Crore, INR 3,673.62 Crore and INR 3,990.22 Crore, respectively.

Competitive Strengths

Company believes it has the following competitive strengths: • Pan-India presence, strategic locations with advantageous natural characteristics. • Successful track record of project development and execution. • Extensive dedicated infrastructure around our ports allowing us to have better connectivity. • Fully integrated port and logistics services provider for diverse range of cargo. • Long-standing relationships with customers and strong business partnerships. • Experienced senior management team.

Company's key strategies are set out below:

• Asset identification and optimization. • Achieving synergies with our chain of ports to cater to India's international trade. • Business development and operations specifically tailored across the various strategic business units. • Customer centricity through customized solutions.

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Asset Overview:

We have developed and operate seven bulk terminals, eight container terminals, three coal terminals and two single-point mooring facilities that together allow us to provide port services for dry and liquid bulk (including coal), container, crude oil and other cargo.

On the west coast of India, we have developed and operate a port at Mundra Port, where we have five container terminals, three of which are being operated under separate joint venture agreements with MSC and CMA CGM. one on a standalone basis and one is being operated by a global container terminal operator; a dry bulk terminal at Dahej Port; a multi-purpose terminal and a container terminal at Hazira Port; a coal handling terminal at Murmugao Port; and a bulk cargo terminal at Kandi a Port.

Mundra Port. Dahej Port and Hazira Port are capable of handling capesize vessels. Mundra Port is the largest commercial port in India by volume, and in Fiscal Year 2019 it handled 137 mmt of cargo. Mundra Port can currently handle dry and liquid bulk. containers, roll-on-roll-off commodities and will soon be equipped to handle liquefied natural gas ("LNG") and liquefied petroleum gas ("LPG") cargo. We have developed an extension to container terminal 3 and container terminal 5, at the south basin of Mundra, which is operated by AICTPL, a joint venture with MSC. We have also developed another terminal, container terminal 4, which is operated by ACMPTL, a joint venture with CMA CGM. In addition, we provide other services, including infrastructure, leasing and logistics services at Mundra Port and through its surrounding infrastructure, including the Mundra SEZ which we have developed and operate and which is one of the largest operating port-based multi-product SEZs in India.

Hazira Port. also on the west coast of India. is located in Gujarat. It is a multipurpose port and is equipped to handle dry and liquid bulk and container cargo. The Hazira Port has a geographical advantage to serve the well-developed industrial hinterland of Gujarat and Maharashtra. The Dahej Port is a dry bulk terminal located in the south of Gujarat and offers opportunities to handle a variety of dry bulk commodities, such as coal, iron ore, fertilizers and steel. Our bulk terminal at the Kandla Port, Tuna also offers similar facilities of handling dry bulk commodities for our customers. In addition. we have a dedicated coal terminal at the Murmugao Port. Each of our ports/terminals on the west coast of India is strategically located to serve the hinterland efficiently. We are in the process of evaluating new business opportunities for brownfield and greenfield port expansions on the west coast.

On the east coast of India, we operate coal handling terminals at Dhamra Port and Vizag Port. which are also capable of handling capesize vessels. The Dhamra Port handles dry cargo and we are in the process of developing an LNG terminal at this port. We also intend to develop this port as a multi-purpose port and add LPG terminals there. At Vizag Port, we have developed a coal terminal.

On the southern coast of India, we have completed the construction of a container terminal at Ennore Port. which eases the congestion at the other ports in the city of Chennai, Tamil Nadu. To cater to the markets in the states of Tamil Nadu, Andhra Pradesh and Karnataka, we acquired the Kattupalli Port. We currently handle container and dry cargo commodities at the Kattupalli Port and we are developing a new terminal to facilitate the handling of liquid cargo. We have also signed a concession agreement to develop a deep water container handling terminal at the Vizhinjam Port in the state of Kerala.

Our port services include marine, intra-port transport, storage and handling, evacuation and other value­added services for a diverse range of customers, primarily terminal operators, shipping lines and agents, exporters, importers and other port users. We offer comprehensive end-to-end logistics solutions for handling a wide range of cargo through our wholly-owned Subsidiary, Adani Logistics, to complement our port facilities. We are also the first privately owned Indian port operator to be awarded a seat at the C40 World Ports Climate Conference. Our !CDs help ports expand their hinterland connectivity. Our private rakes and strategic alliances help in pan-India cargo movement while our contract logistics solutions help customers deliver a reliable first mile-last mile experience. In order to further create value for our customers, we are investing in hinterland logistics parks, rail wagons and other logistic-related infrastructure.

Our total cargo volume handled for all of our operating ports increased to 207.7 mmt in Fiscal Year 2019 from 11.7 mmt in Fiscal Year 2006 (in which Mundra Port was our only operating port), representing a CAGR of 24.7% between Fiscal Years 2006 and 2019. Our total cargo volume handled for all of our operating ports was 168.7 mmt in Fiscal Year 2017, 180.0 mmt in Fiscal Year 2018 and 207.7 mmt in Fiscal Year 2019. For Fiscal Years 2017 and 2018 our total cargo volume handled represented 34. 7% and 34. 0% of the total cargo handled at all Non-Major Ports in India. Our total cargo handled represented 19.3%, 19.3% and 21.2% of the total export and import cargo and handled at all ports in India for Fiscal Years 2017. 2018 and 2019, respectively. Our cargo is primarily origin and destination in nature, with only 10.1 mmt (or 4.8%) of our total car o representing transshipment cargo in Fiscal Year 2019.

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Description of Business:

We provide port and logistics services for various cargos, including dry and liquid bulk, container, crude oil and other cargo, with a focus on container, crude oil and coal (which is a dry bulk) cargo. We currently operate 18 terminals with 47 berths and two single-point mooring facilities at Mundra Port, Dahej Port, Hazira Port. Murmugao Port, Kand la Port. Dhamra Port, Vizag Port, Kattupalli Port and Ennore Port. We have completed the development of a berth at Dhamra Port, a container terminal with two berths at Ennore Port in Tamil Nadu, acquired a container terminal at Kattupalli Port and developing a deepwater multi-purpose port with two berths at Vizhinjam Port. We have also developed and operate three ICDs at Patli. Haryana. and Kishanghar. Rajasthan, which provide us with a strategic presence in the northern hinterland of India and we operate two EXIM yards at the Mundra and Hazira Ports. Our operational port facilities and logistics facilities are set out below as at 31 March 2019:

Port Name Mundra Dahej Hazira Dhamra Murmugao Vizag l<andla Ennore l<attupalli ALL Total North•

North, North, North, North, eastern. Lower Lower Eastern and Eastern and Hinterland Western and Western and Western and Eastern and Western Eastern Western Southern Southern Pan-India

Central India Central India Central India South- India India and Central India India eastern India India

Capacity (MMT) Bulk 98 14 15 45 5 6 14 198 Crude 40 40 Container (MMT) 98 15 12 18 3 144 Liquid 13 13 Container (mn 7 1 1 1 0 10

TEUs) Current (MMT) 249 14 30 45 5 6 14 12 18 3 395

-Trial Runs TEUs - - - - - . . - -Trial Runs (MMT) - - . - . . - . . LNG 5 5 LPG 4 9 13 Container (MMT) Bulk Container (mn 1 1

TE Us) Under Development 9 - . - - - - 9 . - 18 (MMT) Total Capacity 267 14 30 45 5 6 14 30 18 3 431 Status Operational Operational Operational Operational Operational Operational Operational Operational Operational Operational Opportunity to

Yes Yes Yes Yes expand

No No No No Yes Yes

Maximum Draft 18 14 14 18 (metres)

14 15 16 17 18

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Port Name Mundra Dahej Hazira Dhamra Murmugao Vizag Kandla Ennore Kattupalli ALL Total North-

North, North, North, North, eastern, Lower Lower Eastern and Eastern and Hinterland Western and Western and Western and Eastern and Western Eastern Western Southern Southern Pan-India

Central India Central India Central India South- India India and Central India India eastern India India

Berth Length 7,605 427 1,858 1,548 300 280 1,180 730 710 14,638 (metres)

Fully Mechanised p p p p p p p p p Revenue Share Nil Nil 3%> 10 years currently 8% 0,20 0.40 0.25 0.37 currently 3% . Bulk Handling

Equipments 26 4 4 8 2 2 4 50 (cranes) Staker and

9 3 Reclaimers 9 1 2 24

RMQs 32 6 4 6 48 RTGs 104 14 . . 12 15 145 Conveyors (in km) 57 10 2 18 3 2 10 101 Railway Lines (in

225 8 67 6 2 18 326 km) Locomotives 6 2 7 1 . . 16 Rakes . . 30 30 Silos Storage

5 2 4 1 1 . 70 83 (number) Tankages (KL) 4,63,000 4,27,000 . 8,90,000 Bulk Storage Area

14,45,453 2,65,616 3,89,940 4,65,934 41,500 66,695 2,26,704 2,93,408 10,10,841 42,06,091 (sq m) Container Slots

31,884 3,381 4,000 5,120 7,000 51,385 (TGS) Single-Point

2 2 Moorings Berths 26 2 6 4 1 1 4 1 2 47 Terminals 9 1 2 1 1 1 1 1 1 18 Dredgers(Not

allocated Port- . . 18 wise)

·hug 11 2 5 4 2 24

.v No, .. o.f logistic 3 3 parks,

-~dff Fixation Commercially Commercially Commercially Commercially

Commercial Commercially Commercially Regulated Regulated Regulated ly Negotiated Negotiated Negotiated Negotiated Negotiated Negotiated (

Negotiated

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Key Demand Drivers

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(This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)

Improved lntermodal Logistics and Infrastructure

A port's success is increasingly dependent upon the quality of infrastructure in and around the port, including road and rail connections. and on how well a port is able to handle the logistics of moving cargo from the port onto shore. •

Last mile connectivity to the ports is one of the major constraints in smooth movement of cargo to/from the hinterland in India. According to the Ministry of Shipping of the GOI, around 87% of Indian freight uses either road or rail for transportation of goods. A significant share of this cargo experiences "idle time" during its transit to the ports due to capacity constraints on highways and railway lines connecting ports to production and consumption centers. According to Sagarmala (Ministry of Shipping). the main challenges to port connectivity in India are underleveraging of domestic waterways, severely constrained rail infrastructure along key routes, sub-optimal modal mix for container freight, poor connectivity to west coast ports through the Western Ghats, lack of coordinated end to end planning for bulk logistics and constrained last-mile connectivity between ports and key industrial hinterlands.

In 2018, the Ministry of Railways introduced the General-Purpose Wagon Investment Scheme to meet the long­term demand from railway freight wagon users for better and more timely availability of General Purpose Wagons ("GPW"). The scheme opens private investment in GPW and allows investors to procure wagons that can move multiple commodities. including coal, without the need for any specific approval from the Ministry of Railways for carriage of the commodity in that wagon.

Furthermore, the development of intermodal routes has increased inter-port competition for ship calls and cargo. It has also reduced the relative importance of any one port in the logistics chain. As private transport companies integrate their services across modes and as shipping lines become more concerned with the landside delivery of cargo, a port's customer base has expanded from individual shippers and consignees to include forwarders and transport companies. The modal options available at ports have become a major selling proposition in attracting business.

External Trade

Indian ports handle approximately 90% of India's merchandise trade (by volume) thus contributing significantly to India's external trade. India's total external trade grew at a CAGR of 10.6% from Fiscal Year 2010 to Fiscal Year 2018 in local currency terms boosted by growth in both exports and imports. According to the Ministry of Commerce and Industry of the GOI, India's total external trade grew to Rs 50 trillion in Fiscal Year 2018 with total exports of Rs 20 trillion and imports of Rs 30 trillion. For the first 11 months of Fiscal Year 2019 (April 2018 to February 2019), total exports and total imports numbers reached Rs 21 trillion and Rs 33 trillion respectively, highlighting a consistent growth pattern

India EXIM Trade (Rs Tn)

Source: Ministry of Commerce e Industry, GOI

Coastal Shipping

Coastal shipping is the movement of cargo and passengers by sea (for domestic transportation) aJong. the coast within India without cross regional boundaries. India has a coastline spanning over 7,517 km, with ~,,;-:1,i ,: "

. ,:~ '·' _,. ~

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13 Major and over 205 Non-Major Ports across the coastline. Despite having an extensive network of inland waterways in the form of rivers, canals, backwaters and creeks freight transportation by waterways is highly under­utilized.

According to the Ministry of Shipping of the GOI, although water-borne transport is much safer, cheaper and cleaner compared to other modes of transportation, it accounts for less than 6% of India's modal split, which is significantly less than that in developed economies and some of the developing economies such as China (47.0%), the United States (12.4%) and Japan (34.0%).

According to the Ministry of Shipping of the GOI estimates, approximately 19% of volumes handled by Indian ports in Fiscal Year 2018 are coastal volumes. The Ministry of Shipping of the GOI estimates that coastal shipping traffic of about 180-200 mmtpa can be achieved from current and planned capacities across coal, cement, iron and steel, food grains, fertilizers, and POL by 2025. Additionally, about 135 mmtpa of cargo is expected to be moved via inland waterways by 2025.

Coastal Shipping Volume (mmt)

17.7% 16.6%, 16.4%

FYll FYl:l: FY15

Source: Ministry of Commerce e, Industry, GOI

The GOI has also taken various initiatives for promotion of coastal shipping such as Sagarmala, dedicated coastal berths in Major Ports. financial assistance to State Government for coastal berth, concession in cargo related and vessel related charges to the extent of 40%, etc.

To further encourage coastal shipping relaxation in cabotage laws have been made. Cabotage refers to transport of goods or passengers between two places in the same country by a transport operator from another country. Post the relaxation of cabotage laws, foreign carriers can carry containers between Indian ports without any specific license. Also, Indian ports can now attract cargo that originates from and is destined for a foreign country.

Transshipment

In Fiscal Year 2018, transshipments accounted for 12% of the 15.4 million TEUs handled in India. The share of transshipment volumes handled at west coast ports was 8% of total western port container volumes, while that at east coast ports was higher at 23% of total eastern port container volumes. In recent years, private ports have built up capabilities to capture a share of India's EXIM volumes that are transshipped from foreign ports. Improving infrastructure, competitive pricing and relaxation in cabotage rules are some key factors that have been vital in positioning private players to capture transshipment volumes.

In Fiscal Year 2018, 3.1 million TEUs of India's EXIM volumes were transshipped from foreign ports. Of this, Colombo, Singapore, Malaysia and Jabel Ali accounted for 42%, 15%, 8%, and 3% of the volumes respectively. On the back of the relaxation of cabotage laws in May 2018 and the current scenario of idle capacity at Indian ports, it is expected that some of these volumes will flow back to transshipment hubs in India.

Containerization

Major global ports, including those in India, have had to adapt to a dramatic expansion in the trade of containerized cargo. In India, container cargo traffic has increased significantly from its inception in the 1970s. This increase has been driven primarily by engineering goods imports, textile expo "and increased

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containerization of goods, and has required a commensurate increase in the handling capacity at Indian ports and improvement of in-port and evacuation logistical operations.

Increasing containerization has also presaged the emergence of larger ships, which have become a competitive differentiator in the shipping and port industry and necessitated the development of ports that can accommodate larger ships.

Despite the increase, according to 2017 data from the World Bank, India still ranks 13th in container port traffic behind other smaller Asian and developing countries such as Singapore, Japan, Malaysia and Indonesia. Strong container volume growth potential exists in India, driven by the potential increase in share of manufacturing, the ongoing surge in transshipment volumes and incremental containerization opportunities.

Increasing Foreign Direct Investment ("FDl")/Private Sector Participation

The ports sector in India has received a cumulative FDI of US$1.64bn between April 2000 and June 2018. Strong growth potential, a favourable investment climate and incentives provided by the Government have encouraged domestic and foreign private players to enter the Indian ports sector.

Such initiatives include allowing FDI up to 100% under the automatic route for projects related to the construction and maintenance of ports and harbours, as well as a 10-year tax holiday to enterprises engaged in the business of developing, maintaining and operating ports, inland waterways and inland ports.

Private ports enjoy price flexibility, as the Government allows Non-Major ports to determine their own tariffs in consultation with the state maritime boards.

The Government has laid down guidelines for private sector participation in the port sector. The following areas have been identified:

• Leasing out assets of the port; • Construction and operation of container terminals, multipurpose cargo berths and specialized

cargo berths. warehouse, storage facilities, tank farms, container freight stations, setting up captive power plants etc.;

• Leasing of equipment for cargo handling and leasing of floating crafts from private sector: • Pilotage; and • Captive facilities for port-based activities.

Industry Overview Indian Port Industry

India is one of the largest economies in the world, ranking seventh largest in the world by nominal GDP (US$2.72 trillion) and the third largest by purchasing power parity (US$)0.51 trillion) in 2018, according to the International Monetary Fund. The port sector plays an important role in the overall economic development of the country, handling approximately 90% of India's merchandise trade (by volume) (source: Sagarmala, Ministry of Shipping). India's port industry has grown exponentially from five ports, handling cargo traffic tonnage of around 20 mmt per year at the time of independence. to the current 13 ports which fall under the jurisdiction of the GOI ("Major Ports") and approximately 205 Non-Major Ports which fall under the state governments' jurisdiction ("Non-Major Ports"), handling 1,209 mmt of cargo in Fiscal Year 2018 (source: Ministry of Shipping of GOI).

Competitive Advantages

Over the years, Indian ports have leveraged several key competitive advantages.

Natural geographical advantage

The Indian port sector benefits from the natural geographical advantage that India posses to the Indian Ports Association and the Ministry of Shipping, India has an ex

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7,517 kilometers (excluding the Andaman and Nicobar Islands), interspersed with more than 212 ports (including Major and Non-Major Ports). Cargo ships often sail between East Asia and America. Europe and Africa pass through Indian territo.rial waters, providing Indian ports with a unique geographical advantage.

Strong macroeconomic fundamentals

India's real GDP has grown at an average rate of over 7.1% per annum from 2012 to 2018, led by increased domestic consumption and infrastructure spending. The International Monetary Fund ("IMF") estimates 7.7% real GDP Compound Annual Growth Rate (CAGR) for India over 2018 to 2023, making it one of the fastest growing economies in the world. The below chart sets out expected growth rates in GDP per capita over 2018 to 2023 for select countries.

Real GDP Growth (CAGR 2018-2023E) of Key Economies

LS% l.6So

Brazil

Source: Indian Monetary Fund Note: GOP at Constant Prices in National Currency

India's economic growth has been quite resilient over the years and majorly dependent on its own domestic consumption. India is the second most populated country in the world with a large portion of its population forming part of the working age group. According to the 'CIA - The World of Factbook, as of July 2018, 44.8% of India's population was under the age of 25 years (while the global average was 41.1%) with another 41.2% between the age of 25 to 54 years.

Strong domestic consumption has consistently been a major contributor to India's GDP. According to the Ministry of Statistics and Program Implementation, Private Final Consumption Expenditure ("PFCE"), which is defined as the expenditure incurred on final consumption of goods and services by the resident households and non-profit institutions serving households. has grown at a CAGR of 7.0% from Fiscal Year 2018 in-line with India's overall GDP growth. India's PFCE has been consistently over 56% of its total GDP during the same period highlighting its strong domestic consumption story. On the back of the India's strong economic growth and domestic consumption, there has been rising energy demand.

According to the Ministry of Petroleum and Natural Gas (India). India's oil import dependence (on a volume basis} reached 82. 9% in Fiscal Year 2018 from 80.6% in Fiscal Year 2016. The country's oil consumption grew from 184.7 mmt in Fiscal Year 2016 to 206.2 mmt in Fiscal Year 2018. With consumption growing at a brisk pace and domestic crude output remaining stagnant, the Ministry of Petroleum and Natural Gas expects India's dependence on imports to reach 83.7% in Fiscal Year 2019. Ports in India have benefitted from Petroleum, Oil and Lubricants ("POL") traffic which contributed 33.7% to the total cargo in Fiscal Year 2018 According to the Ministry of Coal of the GOI. coal accounts for 55% of India's energy need. The steady demand for energy and coal in India is further reflected in the increasing coastal movement of coal over the years. According to data from the Ministry of Shipping, coastal shipping traffic of coal at Major Ports increased by 0.4% while at Non-Major Ports increased by 9. 7% between Fiscal Year 2017 and Fiscal Year 2018. Coal traffic contributed 22.6% to the total cargo for Indian ports in Fiscal Year 2018.

Apart from POL and coal, India's requirement for natural gas also continues to increase significantly. According to the Petroleum and Natural Gas Regulatory Board ("PNGRB"), India is the fourth largest LNG importer after Japan, China and South Korea with natural gas contributing about 6% to India's overall energy mix i 017.

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Types of Ports - Major and Non-Major

According to the Ministry of Shipping, Indian ports are classified as either "Major Ports" or "Non-Major Ports", a distinction rooted in the level of control and governance of the port, not the capacity or cargo traffic. There are 13 Major Ports and approximately 205 notified Non-Major Ports across India.

The following map shows the location of Major Ports and some of the Non-Major Ports in India:

Kmuna Mundra

Sikia Oahei

H:.n:ita-

Pipava-v

Mumbai

JNPT

Dighi

Jaigarh

Mormugao

HMf'T

Cochin

Vizag

Ko-tkata

l!a!dia

Dhamra

Paradip

Gopalpur

Gangavaram

Ka:Kinada

Ktishnap-atlMrn

E.nnore Katupam

Kara1kal

Tuticonn

M-ajor port Non-major pot:

Major Ports are typically ports with a combination of dedicated bulk terminals, specialized container terminals and general cargo berths.

According to the Ministry of Shipping, Major Ports are under the jurisdiction of the GOI and are governed by the Major Port Trusts Act, 1963; except Ennore Port which is administered under the Companies Act, 1956. Under the Major Port Trust Act. all administrative and financial matters of each Major Port (except for Ennore Port) are overseen by a Board of Trustees, with the appointment of the Chairman of each Major Port by the GOI.

The Board of Trustees has effective ownership of and control over all port assets and liabilities and is empowered to handle all port administration and operations, including the power to enter into all contracts with respect to various works and services to be provided by the port and to control all financial matters. including budget management, revenues and investment-related activities of the port. The Board of Trustees must submit all port-related revenues and expenditures to the GOI, which are subject to scrutiny of the Comptroller and Auditor General of India.

Non-Major Ports are typically privately-run commercial ports, which provide ports and related services for various types of cargo including bulk. containers and crude, or captive ports for certain business (which does not serve third parties or commercial cargo).

These ports are governed by the Indian concurrent list of the Constitution and are administered under the Indian Ports Act. At the state level, the department in charge of ports or the state maritime board (created through state legislation as in the case of Gujarat) is responsible for formulating policies and plans concerning waterfront development, regulating and overseeing the management of state ports, attracting private investment in state ports and enforcing environmental protection standards. Maritime boards have so far been constituted only in Gujarat, Kerala, Maharashtra and Tamil Nadu.

Government Policy Support

Sagarmala Initiative

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The Sagarmala Project, launched in March 2015, is the flagship program of the GOI to promote port-led development in India and to provide infrastructure to transport goods to and from ports quickly, efficiently and cost-effectively.

The Sagarmala Project aims to reduce logistics costs for exports and imports as well as domestic trade with minimal infrastructure investment. The Sagarmala initiative will achieve this by focusing on four main strategies:

• Reducing the cost of transporting domestic cargo through optimizing modal mix; • Lowering logistic costs of bulk commodities by locating future industrial capacity near the

coast; • Optimizing time/cost of EXIM container movement; and • Improving export competitiveness by developing port proximate discrete manufacturing clusters.

Dedicated Freight Corridor

The Ministry of Railways of the GOI is implementing a Dedicated Freight Corridor ("DFC") project under which it proposes to undertake planning and development, mobilization of financial resources and construction. maintenance and operation of the DFCs.

The key mission of the Dedicated Freight Corridor Corporation of India Ltd ("DFCCIL") includes:

• Building a corridor with appropriate technology that enables Indian railways to regain their market share of freight transport by creating additional capacity and guaranteeing efficient, reliable, safe and cheaper options for mobility to their customers;

• Setting up multimodal logistic parks along the DFC to provide complete transport solution to customers; and

• Supporting the Government's initiatives toward ecological sustainability by encouraging users to adopt railways as the most environmentally friendly mode for their transport requirements.

The project currently consists of two corridors, the Eastern Corridor and the Western Corridor. The two routes cover a total length of 3,360 kilometers with the Eastern DFC stretching from Ludhiana in Punjab to Oankuni in West Bengal and the Western DFC from Jawaharlal Nehru Port in Mumbai to Dadri in Uttar Pradesh.

On the back of the expected rise of demand for rail from the DFCs. the Special Freight Train Operator Scheme was launched in the year 2010 and substituted in 2018. According to the Ministry of Railways, the policy was launched with the view to increase rail share in transportation of non-conventional traffic like molasses. fly ash, edible oil, caustic soda, chemical, petrochemicals, alumina e- bulk cement. The policy provides an opportunity to logistic service providers or manufacturers to invest in wagons and use advantages of rail transport to tie up with end users and market the train services owned by them for rail transport.

Model Concession Agreement for PPP Projects

According to the Ministry of Shipping of the GOI, a Model Concession Agreement ("MCA") has been finalized to bring transparency and uniformity to contractual agreements that Major Ports would enter into with selected bidders for projects under the Build, Operate and Transfer ("BOT") model. In January 2018, a revised MCA was approved by GOI to make Major Ports in India more investor friendly and make the investment climate in the port sector more attractive Some of the salient features of the revised MCA provide for relaxed exits. expansion. lower charges for land use based on each container. a cheaper dispute resolution mechanism and an online complaint portal for users.

Other GOI Initiatives

The Ministry of Shipping of the GOI published the Maritime Agenda 2010-2020. which identifies key areas of attention for the GOI. The Maritime Agenda 2010-2020 focuses on implementing an agenda, with specific and general aims, buttressed by a philosophy of increasing private sector participation.

The agenda includes a number of specific aims, including the development of two new Major Ports on each of the west and east coasts of India, developing two "hub" ports, on each of the west and east coasts of India, full mechanization of cargo handling and movement. ensuring that all Major Ports an " ur o~ s have drafts of no

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less than 14 meters and 17 meters, respectively, and identifying and implementing projects for rail, road and inland waterway connectivity to ports. "Hub" ports are intended to be key focus ports on the coasts with deep drafts. less need for dredging, strategic locations and the potential to reduce total transport costs through a "hub and spoke" model. The agenda also includes broader policy measures, including the development and implementation of new policies for land for Major Ports. captive berths, dredging, shifting transshipment of Indian containers from foreign ports to Indian ports, fostering cooperation and competition among Indian ports and the creation of a sovereign entity, now named Indian Ports Limited. to invest in port infrastructure internationally.

According to the Ministry of Shipping, the GOI has also allowed foreign direct investment of up to 100% under the automatic route for projects related to the construction and maintenance of ports and harbors. The GOI intends for the private sector to invest in these projects primarily on a private partnership, build-operate-transfer or build­own-operate-transfer basis. To facilitate investment and transparency, the Department of Shipping has released a model documentation, including requests for proposals, requests for quotations and concession agreements.

SEZs are being developed in close proximity to several ports, thereby providing strategic advantage to industries within these zones.

Other State Government Initiatives

The government of Gujarat has proactively developed Non-Major Ports on its coastline, beginning with implementing a comprehensive Integrated Port Policy in 1995, which focused on pursuing vertically integrated development of both its ports and industrial base. The GMB, which is the government of Gujarat's regulatory body responsible for maritime oversight, has selected 10 sites for greenfield development of new ports, six of which are to be developed through private investment. and four through joint development. The government of Maharashtra has also implemented several policy initiatives for port development. while implementing policy guidelines for captive terminals.

Changes to Tariff Regime

Since 2005, tariffs at Major Ports have been set by the TAMP. The Ministry of Shipping of the GOI proposed a new tariff regime, pursuant to which the Major Ports Regulatory Authority and the respective state port regulatory authorities would regulate tariffs in Major Ports and Non-Major Ports, respectively. The Ministry of Shipping of the GOI proposed the deregulation of tariffs, instead allowing port operators to implement a fixed market-linked tariff to attract private sector investment. Under this regime, TAMP will set a reference tariff based on minimum efficiency standards for ports. such as turnaround time, average output per ship berth day and average idle time. The reference tariff will be indexed to inflation, and TAMP will implement a new reference tariff every five years. Reference tariffs, and pricing, will thus be determined by the availability of port facilities (e.g., minimum waiting time), quality of services rendered (minimum turnaround time, port security and quality of evacuation infrastructure) and competition.

Cargo Traffic at Indian Ports

Overall Cargo Traffic

According to data from the Ministry of Shipping of the GOI, Indian ports handled 1,209 mmt cargo in Fiscal Year 2018 reflecting a CAGR of 4.8% compared to 834 mmt of cargo in 2010. Cargo traffic tonnage handled at Major Ports increased to 679 mmt in Fiscal Year 2018 from 561 mmt in Fiscal Year 2010 by a CAGR of 2.8%. During the same period, Non-Major Ports increased by a CAGR of 7.9% handling 530 mmt of cargo in Fiscal Year 2018 compared to 289 mmt in Fiscal Year 2010. Non-Major Ports are gaining market share and a substantial portion of traffic has shifted from Major Ports to Non-Major Ports. The contribution of Non­Major ports' traffic to total traffic is expected to rise to approximately 45% in Fiscal Year 2019.

The commodity composition of the total traffic at Indian ports has shown marginal changes over the years with POL and its products continuing to be the single largest commodity handled by the ports (33.7%) followed by coal (22.6%) in Fiscal Year 2018. Contribution from iron ore has fallen significantly from 17. 9% in Fiscal Year 2010 to 6.4% in Fiscal Year 2018, with the contribution largely being replaced by an increased contribution from coal.

In terms of states, Gujarat has emerged as the premier maritime state in terms of port traffic ari accounted for 39.8% of the total cargo handled at Indian ports. It is also worth noting that ap r xirry,at ly 0% of the

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cargo handled by Non-Major Ports pertains to the State of Gujarat. In terms of total port traffic, Gujarat is followed by Maharashtra, Andhra Pradesh, Odisha and Tamil Nadu with their respective shares of 13.8%, 12.4%, 10.3% and 9.9% respectively in India's total seaborne traffic.

Cargo Traffic at Major Ports

Major Ports handled approximately 56% of the total maritime freight traffic of India during Fiscal Year 2018. Traffic handled at the Major Ports during the last decade has been increasing over the years. except in Fiscal Year 2013, in tandem with the economic activity and volume of trade turnover.

Cargo traffic volumes handled by Major Ports registered a CAGR of 2.8% over Fiscal Year 2010 to Fiscal Year 2018, driven by strong growth in coal and containers. While POL, coal and container volumes witnessed growth, fertilizer and iron ore volumes declined.

Port-wise analysis of the traffic growth indicates that Haldia Dock Complex (included in Kolkata below) recorded the highe·st growth of 18.6% during 2017-18 followed by Paradip Port (14.7%). Other Major Ports like Murmugao Port, V.O. Chidambaram and Mumbai have recorded a negative growth rate of 18.9%, 4.9% and 0.4% respectively. Cargo Traffic at Non-Major Ports

Non-Major Ports in India handled 529.1 mmt of traffic during Fiscal Year 2018 as compared to 485.1 mmt of cargo handled in Fiscal Year 2017, representing a year-on-year growth in traffic of 9% as compared to 4% growth registered in Fiscal Year 2017. Non-Major Ports handled approximately 44% of the total maritime freight traffic of the country during Fiscal Year 2018.

POL was the single largest commodity handled at non-Major Ports in Fiscal Year 2018, followed by coal (27%) and containers (14%).

Gujarat accounted for approximately 70% of the total traffic handled by Non-Major Ports followed by Andhra Pradesh (17%) and Maharashtra (7%). These three maritime states together accounted for close to 94% of the total estimated traffic by the Non-Major Ports in Fiscal Year 2018.

Recent Developments

Joint Venture with Total SA

In April 2019, we entered into a strategic partnership with Total SA, a French multinational integrated oil and gas company, to set up a 50:50 joint venture, Adani Total Private Limited (formerly known as Adani Petroleum Terminal Private Limited). The objective of this partnership is to jointly develop regasification capacity by developing LNG projects and marketing fuel retail. Initially, the joint venture will invest in two LNG projects: (i) 100% stake in Ohamra LNG Terminal Private Limited, an LNG terminal which is under development on the east coast of India with 5 mmtpa capacity, and (ii) up to 50% stake in GSPC LNG Limited, an LNG terminal under development on the west coast of India.

New Financing Arrangements

To partly finance the construction of the 5 mmtpa land-based LNG terminal at the Dhamra Port, Dhamra LNG Terminal Private Limited, a wholly-owned Subsidiary of Adani Petroleum Terminal Private Limited, entered into a term loan credit facility with Standard Chartered Bank for an aggregate amount of US$600 million on 29 April 2019. Further during July 2019, we have issued USO 750 million Senior Unsecured Notes due 2029 and refinanced the USO 650 million Senior Unsecured Notes issued in July 2015 due in July 2020 with USO 650 million Senior Unsecured Notes due 2024.

Acquisition of Innovative B2B Logistics Solutions Private Limited

Our Subsidiary, Adani Logistics, on 28 March 2019, entered into definitive agreements to acquire a minimum of 97.03% of the equity share capital of Innovative 828 Logistics Solutions Private Limited ("B2B Logistics"), an entity controlled by private equity firm True North. With this acquisition. we expect to benefit from 828 Logistics' customer base, strong management team and in

24

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across India, and accordingly expand Adani Logistics' total addressable market and enhance its network coverage.

Development of a greenfield port terminal in Myanmar

Adani Yangon International Terminal Company Limited, our wholly-owned Subsidiary, entered into a build, operate and transfer agreement dated 23 May 2019 with MEC to develop and operate a greenfield port terminal at the Yangon Port, Myanmar. This marks our first port development project outside India. We expect to develop a port terminal of 0.8 million TEU in two phases, and expect to start construction current fiscal year with an estimated completion timeline of approximately two years. The agreement has an initial term of 50 years, with the option to extend for two consecutive 10-year terms by obtaining permission from the Myanmar Investment Commission.

Buy-back of equity shares

In June 2019, our Board approved the proposed buy-back of up to 39,200,000 of our Equity Shares (constituting approximately 1.89% of our total paid-up equity share capital) from our equity shareholders as of the Record Date, at a price of INR 500 per Equity Share for an aggregate amount not exceeding INR 1,960.0 Crore. After receipt of SEBl's approval is has been completed by September 30, 2019.

New shareholder return policy

In June 2019, we revised our shareholder return policy to align it with our long-term strategic growth objectives. Under the new policy, we aim to pay a stable annual dividend, in the form of a dividend or capital return (buy-back) or a combination of both. of approximately 20%-25% of our profit after tax of the relevant financial year. We also aim to maintain a net debt to EBITDA range of 3.0x to 3.5x. Lastly, we intend to declare an additional dividend, in the form of a bonus dividend or capital return (buy-back) or a combination of both in addition to our annual dividend policy. We believe this form of distribution will optimize returns for our shareholders.

Acquisition of Snowman Logistics Ltd. (SLL) by Adani Logistics Ltd. (ALL)

Adani Logistics Ltd. ("ALL"), a wholly owned subsidiary of Adani Ports and SEZ Limited ("APSEZ"), has signed an agreement to acquire entire 40.25% stake in Snowman Logistics Ltd. ("SLL") for INR296 Crores from Gateway Distriparks Ltd. (GDL). SLL is market leader in cold chain logistics with over 30% of capacity amongst integrated organized cold chain service providers in India. The acquisition gives ALL platform to double its capacity in next 5 years. Acquisition is in line with All's strategy to move from Port Gate to Customer Gate. As part of the transaction, Adani Logistics will make a mandatory open offer as per the Substantial Acquisition of Shares and Takeover Guidelines. 2011 for a maximum 26% of the public shareholding in the Company.

Acquisition of Krishnapatnam Port Company Ltd. (KPCL) by Adani Ports and SEZ Limited ("APSEZ")

Adani Ports and Special Economic Zone Limited ("APSEZ"), will be acquiring a controlling stake of 75% from the existing shareholders of KPCL. KPCL is located in the southern part of Andhra Pradesh, the state with the second largest coastline of in India, and is a multi-cargo facility which handled 54 MMT in FY19. Given the best-in-class infrastructure and the distinct hinterland catered by KPCL, this acquisition will not just increase our market share to 27% but also add remarkable value to our pan-India footprint.

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Corporate Structure

Details of the holding of the Promoter in the Issuer as on 31 st December, 2019

¾ of

Total shares

shareholding pledge Total no. of No. of shares Encumbered with SN No. of shareholder

equity shares in demat form as¾ of total Shares respect no. of equity

to shares

shares owned

Gautambhai Shantilal Adani e-1 Rajeshbhai Shantilal Adani (On 79,93,53,935 79,93,53,935 39.34 43,66,97,691 54.63

behalf of S. 8. Adani Family Trust) 2 Adani Tradeline LLP 13,81,93,549 13,81,93,549 6.80 2.51,25,319 18.18

3 Worldwide Emerging Market

7,77,56,181 7,77,56,181 3.83 0 0 Holding Limited

4 Universal Trade And Investments

7,95,41,248 7,95,41,248 3.91 0 0 Limited

5 Afro Asia Trade and Investments

8,99,45,212 8,99,45,212 4.43 0 0 Limited

6 Emerging Market Investment DMCC 8,41,79,195 8,41,79,195 4.14 0 0 Rajeshbhai Shantilal Adani e- Shilin

7 Rajeshbhai Adani

30,000 30,000 0.00 0 0 (on behalf of Rajesh S. Adani Family Trust)

8 Gautambhai Shantilal Adani 1 1 0.00 0 0 9 Rajeshbhai Shantilal Adani 1 1 0.00 0 0

Total 1,26,89,99,322 1,26,89,99,322 62.46 46,18,23,010 36.39

List of Subsidiary Companies of Adani Ports and Special Economic Zone Limited as on 31 st December. 2019

Sr No Name of the Company APSEZ 1 Karnavati Aviation Pvt. Ltd. 100% 2 MPSEZ Utilities Pvt. Ltd. 100% 3 Mundra International Airport Pvt. Ltd. 100% 4 Adani Vizag Coal Terminal Pvt. Ltd. 100% 5 Adani Warehousing Services Pvt. Ltd. 100% 6 Adani Hospitals Mundra Pvt. Ltd. 100% 7 Adani Ennore Container Terminal Pvt. Ltd. 100% 8 The Dhamra Port Company Ltd. 100% 9 Shanti Sagar International Dredging Pvt. Ltd. 100% 10 Adani Vizhinjam Port Pvt. Ltd. 100% 11 Adani Kattupalli Port Pvt. Ltd. 100% 12 The Adani Harbour Services Pvt. Ltd. 100% 13 Madurai Infrastructure Pvt. Ltd. 100% 14 Adani Murmugao Port Terminal Pvt. Ltd. 100% 15 Adani Kandla Bulk Terminal Pvt. Ltd 100% 16 Mundra International Gateway Terminal Pvt. Ltd. 100% 17 Adani Bhavnapadu Port Pvt. Ltd. 100% 18 Adinath Polyfills Pvt. Ltd. 100% 19 Marine Infrastructure Developer Pvt. Ltd 97% 20 Adani Petronet (Dahej) Port Pvt. Ltd. 74% 21 Mundra SEZ Textile and Apparel Park Pvt. Ltd. 49.88% 22 Adani Hazira Port Pvt. Ltd. (AHPPL) 100% 23 Hazira Infrastructure Pvt. Ltd. 100% of AH PPL 24 Adani Logistics Ltd. (ALL) 100% 25 Dermot lnfracon Pvt. Ltd. 100% of ALL 26 Blue Star Realtors Pvt. Ltd. 100% of ALL 27 Dhamra Infrastructure Pvt. Ltd. 100% of ALL 28 Adani Logistics Services Pvt. Ltd.(ALSPL) 98.29% of ALL 29 Adani Forwarding Agent Pvt. Ltd. 100% of ALSPL 30 Adani Noble Pvt. Ltd. 100% of ALSPL 31 Adani Cargo Logistics Pvt. Ltd. r--.... \C' 100% of ALSPL 32 Adani Logistics Infrastructure Pvt. Ltd. \ '\ .·.•-4.00% of ALSPL

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33 Adani NYK Auto Logistics Solutions Pvt. Ltd. S 34 Adani Agri Logistics (Samastipur) Limited 35 Adani Agri Logistics (Darbhanga) Limited 36 Adani Agri Logistics (Dahod) Limited 37 Adani Agri Logistics Limited (AALL) 38 Adani Agri Logistics (MP) Limited 39 Adani Agri Logistics (Dewas) Limited 40 Adani Agri Logistics (Harda) Limited 41 Adani Agri Logistics (Hoshangabad) Limited 42 Adani Agri Logistics (Satna) Limited 43 Adani Agri Logistics (Ujjain) Limited 44 Adani Agri Logistics (Panipat) Limited 45 Adani Agri Logistics (Kannauj) Limited 46 Adani Agri Logistics (Katihar) Limited 47 Adani Agri Logistics (Kotkapura) Limited 48 Adani Agri Logistics (Mansa) Limited 49 Adani Agri Logistics (8athinda) Limited 50 Adani Agri Logistics (Moga) Limited 51 Adani Agri Logistics (8arnala) Limited 52 Adani Agri Logistics (Nakodar) Limited 53 Adani Agri Logistics (Raman) Limited 54 Adani Agri Logistics (Dhamora) Limited 55 Adani Agri Logistics (8orivali) Limited 56 Abbot Point Operations Pty Ltd. (APOPL) Australia 57 Abbot Point 8ulkcoal Pty Ltd. Australia 58 Adani International Terminals Pte Ltd (AITPL), Singapore 59 Adani Yangon International Terminal Company Ltd, Myanmar 60 Adani Mundra Port Holding Pte Ltd (AMPHPL). Singapore 61 Bowen Rail Operation Pte Ltd.,(BROPL) Singapore 62· Bowen Rail Company Pty Ltd., Australia 63 Adani Abbot Port Pte Ltd, Singapore 64 Adani Pipelines Private Limited 65 Adani Tracks Management Services Pvt. Ltd. 66 Adani Mundra Port Pte Ltd. Singapore

Key Financial Parameters for last three years (audited)

Consolidated Financial Performance

Parameters Half Year ended For the Year ended

September 30, 2019 March 31, 2019

For Non-Financial Entities

Net worth 25,315.23 24,748.14

Total Debt 31,261.74 27,187.91

- Non Current Maturities of 26,181.63 19,883.32 Long Term Borrowing

- Short Term Borrowing 4,761.88 6,188.12

- Current Maturities of Long 318.23 1,116.47

Term Borrowing

Net Fixed Assets 35,505.49 32,607.90

Non-Current Assets (incl. 45,495.85 41,896.32

Deferred Tax) (Incl. Net FA)

Cash and Cash Equivalents 8,422.46 5,967.30

Current Investments 356.81 513.81

Current Assets (Including 16,886.57 14,631.14 C&C Equivalents)

51% of ALL 100% of ALL 100% of ALL 100% of ALL 100% of ALL

100% of AALL 100% of AALL 100% of AALL 100% of AALL 100% of AALL 100% of AALL 100% of AALL 100% of AALL 100% of AALL 100% of AALL 100% of AALL 100% of AALL 100% of AALL 100% of AALL 100% of AALL 100% of AALL 100% of AALL 100% of AALL

100% 100% of APOPL

100% 100% of AITPL

100% 100% of AMPHPL 100%of BROPL 100% AMPHPL

100% 100%

100%AMPHPL

(Amount in Rs Cr)

For the Year ended For the Year ended March 31, 2018 March 31, 2017

21,218.39 17,665.22

21,432.16 21,486.03

20,628.97 17,993.24

1.17 2.533.89

802.02 958.90

27,215.47 25,567.47

33,088.22 31,677.66

2,967.55 1,976.80

519.78 909.03

14,286.90 ('-_ f:1_07.42 ;~·,, ·•.

" - '.%' >

27

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Current Liabilities 8,876.73 10,351.69

Total Revenue 6,543.82 12,287.78

EBITDA 4,562.38 8.429.82

EBIT 3,761.32 7,056.34

Interest 977.69 1,385.19

PAT 2,087.89 4,044.75

Dividend amounts including 61.16 505.05 DDT

Gross debt/equity ratio (net 1.23 1.10 worth)

Standalone Financial performance

Parameters Half Year Ended on Financial Year Sep 30, 2019 2018-19

For Non-Financial Entities

Net worth 19536.16 20,491.67

Total Debt 30,469.25 24,636.65

· Non Current Maturities of 23765.3 18,082.13 Long Term Borrowing

- Short Term Borrowing 6650.61 5,851.06

- Current Maturities of Long 53.34 703.46 Term Borrowing

Net Fixed Assets 10418.62 9,848.99

Non-Current Assets (incl. 40,037.70 35,149.27 Deferred Tax)( Incl Net FA)

Cash and Cash Equivalents 6513.69 3,869.48

Current Investments 322.81 501.11

Current Assets (Including 12,966.68 12,275.15 ce.c Equivalents)

Current Liabilities 8935.64 8,132.30

Total Revenue 3419.97 7,679.28

EBITDA 2647.3 6,126.94

EBIT 2,387.57 5,652.73

Interest 930.35 1.421.84

PAT 975.03 2,637.72

Dividend amounts including 41.48 413.99 DDT

Interest coverage ratio 2.78 4.19

Gross debt/equity ratio (net 1.56 1.20 worth)

Debt Service Coverage 2.78 4.19 Ratios

Gross Debt to Equity (Net worth) Ratio (September 30, 2019] Before the issue -1.56 After the issue - 1.57

4,008.96

12,333.89

8,156.34

6,967.97

1,495.37

3,689.95

323.97

1.01

Financial Year 2017-18

18283.26

19,405.14

18839.79

1.17

564.18

9583.57

30617.42

1273.09

519.2

10216.19

2868.05

8141.14

6116.18

5645.66

1456.88

2408.1

323.97

4.77

1.06

4.16

Project cost and means of financing, in case of funding of any new projects: Not Applicable

6,555.91

9,479.46

6,454.80

5,294.61

1,393.18

3,901.50

0.68

1.22

(Amount in Rs Cr)

Financial Year 2016-17

16864.85

19,543.67

16160.57

2533.89

849.21

9847.67

29279.76

1552.01

894.74

9967.97

5464.95

6163.53

4831.72

4291.01

1198.4

3100.61

0.68

4.66

1.16

2.22

28

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Management of the Company

As per Articles of the Company, the Company is required to have not less than three and not more than fifteen Directors.

The Issuer confirms that none of its current directors appear in the RBI Defaulter list. and/or CIBIL Defaulter list and/or the ECGC's default list.

The following table sets forth details regarding the board of directors of the Issuer as on 31 st December, 2019:

Name, Designation, Occupation and Age Address Director of Details of other directorships DIN the Issuer (as on 30/09/2019)

since

Mr. Gautam Shantilal Adani 56 Shantivan Farm House, 26.05.1998 Adani Enterprises Ltd.

Designation : 8/h. Karnavati Club, Adani Power Ltd.

Chairman and Managing Director Mohemadpura Village, Adani Green Energy Ltd.

Occupation: Business Ahmedabad - 380 057 Adani Transmission Ltd

DIN: 00006273 Gujarat Adani Gas Ltd.

Mr. Rajesh Shantilal Adani 55 Shanti Sagar Bunglow, Raj path 26.05.1998 Adani Enterprises Ltd.

Designation: Club to Bopal Road, Near

Adani Power Ltd. Kantam Party Plot Cross Road,

Non-Independent Director Bodakdev, Ahmedabad, Adani Transmission Ltd 3B0059, Gujarat

Occupation: Business Adani Green Energy Ltd.

DIN: 00006322 Adani Welspun Exploration Ltd.

Dr. Malay Mahadevia 56 12-B, Gyankunj Society, Opp. 20.05.2009 GSPC LNG Ltd.

Designation: Executive Director St. Xavier's College,

Adani Wilmar Ltd Navrangpura, Ahmedabad,

Occupation : Service 380009, Gujarat Adani Vizhinjam Port Pvt. Ltd.

DIN: 00064110 Adani Infrastructure Pvt. Ltd.

Adani Airport Holdings Ltd.

Mahadevia Dental Hospital Pvt. Ltd.

Mr. Karan Adani 32 Shantivan Farm, B/h. Karnavati 24.05.2017 Adani Kattupalli Port Pvt. Ltd.

Designation: Executive Director Club, Gandhinagar Sarkhej

Adani Vizhinjam Port Pvt. Ltd. Highway,

Occupation: Business Ahmedabad - 380058 Adani Ennore Container Terminal Pvt. Ltd.

DIN: 03088095 Adani Kandla Bulk Terminal Pvt. Ltd. Adani Petronet (Dahej) Port Pvt. Ltd. The Dhamra Port Company Ltd.

Adani Hazira Port Pvt. Ltd.

Adani Properties Pvt. Ltd.

Adani Airport Holdings Ltd.

Adani Total Pvt. Ltd.

Prof. G. Raghuram 64 Directors Residence, Indian 14.05.2012 Ganpati Carrying Corporation Institute of Management Ltd.

Designation: Independent Director Bangalore Campus, 11MB Bilekahalli, Bangalore,

Occupation : Service South Bengaluru- 560076 · .. -· DIN: 01099026 0-,_ ( ·/ JC•·' 1 ,:c f/. ._•.;:,,

/ D . \'.

,2'9 ~-- .•

173

Mr. G. K. Pillai

Designation: Independent Director

Occupation: Retired IAS Officer

DIN: 02340756

Ms. Radhika Haribhakti

Designation: Independent Director

Occupation: Business

DIN: 02409519

Ms. Nirupama Rao

Designation: Independent Director

Occupation: Retired IFS Officer

DIN: 06954879

Mr. Mukesh Kumar, IAS

Designation: GMB Nominee Director

Occupation: Service

DIN: 06811311

Mr. Bharat Sheth

Designation: Independent Director

Occupation: Business

DIN: 00022102

Private 8 Confidential - For Private Circulation Only

(This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)

69 D-241, 2nd Floor, Sarvodya 19.10.2012 Zuari Agro Chemicals Ltd. Enclave Malviya Nagar, South Delhi, Delhi-110017 lvyCap Ventures Advisors Pvt.

ltd. Tata International Ltd.

CMS Info Systems ltd.

61 51 Maker Tower B, Cuffe 30.03.2015 Navin Fluorine International Parade, ltd. Mumbai-400005 EIH Associated Hotels Ltd.

Rain Industries Ltd.

ICRA ltd.

Mahanagar Gas Ltd.

68 22.04.2019 ITC ltd.

JSW Steel ltd.

KEC International Ltd.

49 Bunglow No 11, Bodakdev 23.10.2018 Gujarat Ports Infrastructure Thane, Judges Bunglow Road, and Development Company ltd. Judges Bunglows. Gujarat Pipavav Port ltd. Ahmedabad-380054

Gujarat Rail Infrastructure Development Corporation Ltd. Gujarat Chemical Port Terminal Company Ltd. GSPC LNG ltd.

Swan LNG Pvt. ltd.

Adani Hazira Port Pvt. ltd.

Adani Petronet (Dahej) Port Pvt. ltd.

61 19/B, Manek, 11 l.D., Ruparel 15.10.2019 The Great Eastern Shipping Marg, Malabar Hill, Membai, Company limited Maharashtra-400006 Greatship (India) limited

30

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Details of change in directors since last three years

Date of Director of the Name and Designation appointment/ Issuer since (in case Remarks

resignation of resignation)

Mr. Sanjay Lalbhai, Independent Director 24.12.2012 08.08.2019

DIN: 00008329

Mr. A. K. Rakesh, GMB Nominee Director 25.10.2013 07.09.2016

DIN: 00063819

Mr. Karan Adani. Executive Director 24.05.2017 -

DIN: 03088095

Mr. Mukesh Kumar, GMB Nominee Director 23.10.2018 -

DIN: 06811311

Ms. Nirupama Rao, Independent Director 22.04.2019 -

DIN: 06954879

Mr. Bharat Sheth, Independent Director 15.10.2019 -

DIN: 00022102

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Risk Factors

General risks Investment in debt related securities involve a degree of risk and investors should not invest any funds in the Debentures. unless they can afford to take the risks attached to such investments. For taking an investment decision. investors must rely on their own examination of the Issuer including the risks involved. The Debentures have not been recommended or approved by the SEBI nor does SEBI guarantee the accuracy or adequacy of this Information Memorandum.

An investment in the Debentures involves risks. These risks may include, among others. equity market, bond market, interest rate, market volatility and economic, political and regulatory risks and any combination of these and other risks. Some of these are briefly discussed below.

Prospective investors should be experienced with respect to transactions in instruments such as the Debentures. Prospective investors should understand the risks associated with an investment in the Debentures and should only reach an investment decision after careful consideration of (a) the suitability of an investment in the Debentures in the light of their own particular financial, tax and other circumstances: and (b) the information set out in this Information Memorandum.

The Debentures may decline in value. More than one risk factor may simultaneously affect the Debentures such that the effect of a particular risk factor may not be predictable. In addition. more than one risk factor may have a compounding effect which may not be predictable. No assurance can be given as to the effect that any combination of risk factors may have on the value of the Debentures.

Each of the risks highlighted below could have a material adverse effect on the business. operations, financial condition or prospects of the Issuer which, in turn. could affect its ability to fulfill its obligations under this Information Memorandum. In addition. each of the risks highlighted below could adversely affect the rights of the investors under the Information Memorandum and, as a result, prospective investors could lose some or all of their contribution towards the Debentures.

Investors are advised to read the following risk factors carefully before making an investment in the Debentures offered in this Issue. Prospective investors must rely on their own examination of the Issuer and this Issue, including the risks and uncertainties involved. The ordering of the risk factors is intended to facilitate ease of reading and reference and does not in any manner indicate the importance of one risk factor over another.

Recipients of the Information Memorandum should note that the risks described below are not the only risks the Issuer face. The Issuer has only described those risks in connection with the Issue and its ability to fulfill its obligations thereunder which it considers to be material. There may be additional risks that the Issuer currently considers not to be material or of which it is not currently aware. and any of these risks could have the effects set forth above now or in the future. Unless specified or quantified in the risks below. the Issuer is not in a position to quantify the financial or other implications of any of the risks described in this section.

Taxation

Potential purchasers and sellers of the Debentures should be aware that they may be required to pay stamp duties or other documentary charges/taxes in accordance with the laws and practices of India. Payment and/or delivery of any amount due in respect of the Debentures will be conditional upon the payment of all applicable taxes. duties and/or expenses. The Issuer has agreed to gross-up in relation to certain taxes as set out in the Debenture Trust Deed.

Potential investors should consult their own independent tax advisers. In addition. potential investors should be aware that tax regulations and their application by the relevant taxation authorities change from time to time. Accordingly, it is not possible to predict the precise tax treatment which will apply at any given time.

Interest rate risk

All securities where a fixed rate of interest is offered are subject to price risk. The price of such securities will vary inversely with changes in prevailing interest rates. i.e. when interest rates rise. prices of fixed income securities fall and when interest rates drop. the prices increase. The extent of fluctuation in the prices is a function of the existing coupon, days to maturity and the increase or decrease in the level of prevailing interest rates. Any increase in rates of interest is likely to have a negative effect on the price of the Debentures.

The Debentures may be illiquid

It is not possible to predict, if and to what extent, a secondary market may develop for the Debentures or at what price the Debentures will be sold or purchased in the secondary market or whether su et will be liquid or illiquid.

32

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(This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)

The Issuer may, but is not obliged to, at any time prior to the date of redemption of the Debentures, purchase the Debentures at any price in the open market, by tender or by a private agreement, subject to applicable regulatory approval, on terms acceptable to the Debenture Holder(s). Any Debentures so purchased maybe held or surrendered for cancellation. The more limited the secondary market is, the more difficult it may be for Debenture Holders to realize value for the Debentures prior to redemption of the Debentures.

Future legal and regulatory obstructions

Future government policies and changes in laws and regulations in India and comments, statements or policy changes by any regulator, including but not limited to SEBI, may adversely affect the Debentures. The timing and content of any new law or regulation is not within the Issuer's control and such new law, regulation, comment, statement or policy change could have an adverse effect on the market for and the price of the Debentures.

Further, SEBI or any other regulatory authorities may require clarifications on this Information Memorandum, which may cause a delay in the issuance of the Debentures or may result in the Debentures being materially affected or even rejected.

Further, the exercise by the Debenture Trustee of the powers and remedies conferred on it under the Debenture Trust Deed, or otherwise vested in them by law, will be subject to general equitable principles regarding the enforcement of security, the general supervisory powers and discretion of the Indian courts in the context thereof and the obtaining of any necessary governmental or regulatory consents, approvals, authorizations or orders.

Political instability or changes in the government could delay further liberalization of the Indian economy and adversely affect economic conditions in India generally

Since 1991, successive Indian governments have pursued policies of economic liberalization. The role of the Central Government and State Governments in the Indian economy as producers, consumers and regulators has remained significant. If there is a slowdown in economic liberalization, or a reversal of steps already taken, it could have an adverse effect on the debt market which is as such exposed to the risks of the Indian regulatory and policy regime.

The Debentures may not be a suitable investment for all potential Investors

Potential investors should ensure that they understand the nature of the Debentures and the extent of their exposure to risk, that they have sufficient knowledge, experience and access to professional advisers such as legal, tax, accounting and other advisers to make their own legal, tax, accounting and financial evaluation of the merits and risks of investment in the Debentures and that they consider the suitability of the Debentures as an investment in the light of their own circumstances and financial condition.

Downgrading in Credit Rating

The Debentures have been rated by ICRA Limited (ICRA Ratings) as having ICRA AA+@ rating for the issuance of the Debentures for an aggregate amount of up to Rs. 7000 Crore, to which the current issue forms part of. The Issuer cannot guarantee that this rating will not be downgraded. Such a downgrade in the rating may lower the value of the Debentures and may also affect the Issuer's ability to raise further debts.

The Issuer has limited sources of funds to fulfil its obligations under the Debentures

If there is a shortfall in any amounts then due and payable pursuant to the terms of the Debentures, the Issuer may not have sufficient funds to make payments on the Debentures, and the Debenture Holders may incur a loss on the Debenture amount and redemption premium. The ability of the Issuer to meet its obligations to pay any amounts due to the Debenture Holders under the Debentures will ultimately be dependent upon funds being received from internal accruals; borrowings and/or return of inter corporate deposits given. The Issuer is therefore generally exposed to the credit risk of the relevant counterparties in respect of such payments.

Exercise of powers by the Debenture Trustee is subject to equitable principles and supervisory powers of courts

The exercise by the Debenture Trustee of the powers and remedies conferred on it under the Debentures and the Debenture Documents or otherwise vested in it by law, will be subject to general equitable principles regarding the enforcement of security, the general supervisory powers and discretion of the Indian courts in the context thereof and the obtaining of any necessary governmental or regulatory consents, approvals, authorisations or orders.

The right of the Debenture Holders to receive payments under the Debentures will be junior to certain tax and other liabilities preferred by law on an insolvency of the Issuer

The Debentures will be subordinated to certain liabilities preferred by law such as claims of the Government of India on account of taxes and certain liabilities incurred in the ordinary course of the Issuer's busines eluding workmen's dues). Upon an order for winding-up in India, the assets of a company are vested i iquid . tpr ho has

,·,:

3

177

Private e. Confidential - For Private Circulation Only

{This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)

wide powers to liquidate such company to pay its debt and administrative expenses.

Receipt of coupon or principal is subject to the credit risk of the Issuer.

Investors should be aware that the receipt of any coupon payment and principal amount at maturity is subject to the credit risk of the Issuer. Any stated credit rating of the Issuer reflects the independent opinion of the referenced rating agency as to the creditworthiness of the rated entity but is not a guarantee of credit quality of the Issuer. Any downgrading of the credit ratings of the Issuer by the rating agency may lower the value of the Debentures.

Delays in court proceedings in India

If any dispute arises between the Issuer and any other party, the Issuer or such other party may need to take recourse to judicial proceedings before courts in India. It is not unusual for court proceedings in India to continue for extended periods. Disposition of cases may be further subject to various delays including multiple levels of appellate adjudication.

Risk Factors in relation to the Issuer

Our management team and other key personnel are critical to our continued success and the loss of any such personnel could harm our business.

Our future success substantially depends on the continued service and performance of the members of our management team and other key personnel. These personnel possess technical and business capabilities that are difficult to replace. If we lose the services of any of these or other key personnel, we may be unable to replace them in a timely manner, or at all, which may affect our ability to continue to manage and expand our business. Members of our management team are employed pursuant to customary employment agreements, which may not provide adequate incentive for them to remain with us or adequately protect us in the event of their departure or otherwise. The loss of key members of our management team or other key personnel could have an adverse effect on our business, prospects, results of operations and financial condition.

Fluctuation of the Rupee against foreign currencies may have an adverse effect on our results of operations.

While we report our financial results in Indian rupees, portions of our total income and expenses are denominated, generated or incurred in currencies other than Indian rupees. Further, we incur expenditures and also procure same materials in foreign currencies, such as the US Dollar and Euro. To the extent that our income and expenditures are not denominated in Indian rupees, exchange rate fluctuations could affect the amount of income and expenditure we recognize.

Further, our future capital expenditures may be denominated in currencies other than Indian rupees. Therefore, a decline in the value of the Indian rupee against such other currencies could increase the Indian rupee cost of servicing our debt or making such capital expenditures. The exchange rate between the Indian rupee and various foreign currencies has varied substantially in recent years and may continue to fluctuate significantly in the future.

While we have natural hedge in form of marine income and container income (which is denominated in US Dollar) and we also use foreign currency forward and option contracts to hedge our risks associated with foreign currency fluctuations relating to certain firm commitments and forecasted transactions, changes in exchange rates may have an adverse effect on our results of operations and financial condition and we cannot ensure that natural hedge in form of USO Dollar denominated income, use of forward and option contracts would fully protect us from foreign exchange risks.

In addition, risk hedging contracts are regulated by the RBI and any change in its policies with respect to such hedging contracts may impact our ability to adequately hedge our foreign currency exposures.

We have contingent liabilities and our financial condition and profitability could be adversely affected if any of these contingent liabilities materialize.

As per Annexure C.

If any of these contingent liabilities materialize, our profitability may be adversely affected.

We have entered and may continue to enter into a number of related party transactions with our group entities.

We have entered and will continue to enter into a significant number of related party transactions with our promoters, subsidiaries, joint ventures, group entities, associates, key management and enterprises having common key management personnel with us. For a list of related parties, please see attached Annexure D. While we believe that all our related party transactions have been conducted on an arm's length basis, we cannot assure you that we could not have achieved more favourable terms had such transactions been entered into with unrelated parties. Furthermore, we may enter into significant levels of related party transactions in the future. There can be no assurance that such transactions, individually or in the aggregate, will not have an adverse effect on our business, prospects, results of operations and financial condition, including because of potential s~nflic of interest or otherwise. ·

34

178

Private e, Confidential - For Private Circulation Only

(This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)

Details of defaults in repayment

Details of default, if any, including therein the amount involved, duration of default and present status, in repayment of:

i) Statutory dues: Nil ii) Debentures and interest thereon: Nil iii) Deposits and interest thereon: Nil iv) Loan from any bank or financial institution and interest thereon: Nil

Disclosure pertaining to willful default

Neither the issuer nor any of its promoters or directors is a willful defaulter as defined under Regulation 2 (1) (n) of SEBI (Issue and Listing of Debt Securities) Regulations, 2008.

Any default in Annual filing of the Company under the Companies Act, 2013 or the rules made thereunder;

No Default

35

179

Private e, Confidential - For Private Circulation Only

(This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)

PARTICULARS OF THE OFFER Authority for the placement

This private placement of Debentures is being made pursuant to the resolution of the board of directors of the Company passed at its meeting held on 6 th February, 2019 which has approved the placement of Debentures up to Rs, 2000 Crores in one or more tranches on private placement basis.

The present issue of Rs. 155 Crores is within the general borrowing limits in terms of the resolution passed under Section 180(1)(c) of the Companies Act, 2013, at the General Meeting by the shareholders of the Company held on 11 th August. 2015 giving their consent to the borrowing by the Directors of the Company from time to time not exceeding Rs. 35,000 Crore (Rupees Thirty Five Thousand Crore).

Issuer / Borrower Adani Ports and Special Economic Zone Limited (APSEZ)

Investor Legal Counsel Cyril Amarchand Mangaldas or any other replacement acting for the Debenture Holders, as appointed by the Debenture Holders.

. . Promoter Shall collectively mean and refer to Mr. Gautam S. Adani and Mr. Rajesh S . Promoter

Adani. •' .. "Adani Group" means Mr. Gautam S. Adani, any Person who is related to Mr. Gautam S.

AdanrGr()Up 8 ;,,' . Adani by blood or marriage and any combination of those Persons acting together.

Debenture .Trustee· IDBI Trusteeship Services Limited. being a SEBI registered trustee ·' j Rated. Secured. Taxable. Listed. Redeemable. Non-Convertible Debentures ("NCDs" or

Type of Instrument "Issue") with terms and conditions specified in this term sheet and the documents ·.

,. ,; executed/issued pursuant to this Term sheet (the 'Issue Documents')

Nature of-Instrument Secured

Seniority Senior Debt Mode of Issue Private placement basis to Eligible Investors

Mode of payment Online 1. Companies. Body Corporate and Societies. authorized to invest in debentures. 2. Insurance Companies and Trusts authorized to invest in Bonds. 3. Commercial Banks. Financial Institutions. Co-operative Banks. Regional Rural

Banks etc. Eligible Investors 4. Non-Banking Finance Companies and Residuary Non-Banking Finance Companies

5. Mutual funds 6, Provident Fund. Chit Funds 7. SEBI registered foreign institutional investors ("Flis") and sub-accounts of Flis

.. ·. .· 8, Any other investor authorized to invest in these Debentures. • " The fund raised through this Issue will be utilized for capital expenditure. working

capital purpose. repayment of existing loans. and general corporate purposes.

Purpose and Objective The Company undertakes that the proceeds of the current Issue shall not be used for any purpose which may be in contravention of the regulations/guidelines/norms

. issued by RBI/SEBI/RoC/BSE . ,'. ; To be listed on Bombay Stock Exchange within 20 days from the Deemed Date of

Allotment. The Issuer shall ensure that the NCDs are listed on the Wholesale Debt Listing Market segment of the BSE Limited as early after Deemed Date of Allotment as

practicable and in any event within 20 days of the Deemed Date of Allotment. The . · Issuer shall be responsible for the costs of such listing of the NCDs .

Rating of the.Instrument AA+@ by ICRA ("Rating Agency")

INR 155 Crores Issue Size Series-1 : INR 70 Crore

Series-2 : INR 85 Crore Coupon Rate 7.5% p.a.

Interest on Application -Money

Issue Opening Date 2s th February 2020 Issue Closing Date 29 th February 2020

Pay-in Date 2sth February 2020 Deemed Date of Allotment 2s th February 2020

Redemption Date Series-1 : 23'd April 2021

•, Series-2 : 15th June 2021 -'

Series-1 : 01 st March 2021, 8- 23rd April 2021 Ck rx '

Coupon Payment Dates Series-2 :01 st March 2021, & 15th June 2021

~ 36

180

Day Count Basis Record Date

Redemption Amount

Redemption Premium /Discount Issue Price

Relevant date with reference to which the

price has been arrived at; Face Value

Minimum Application and in multiples of Debt

securities thereafter

Tenor

Default Interest Rate/Additional Interest

Issuance mode of the Instrument

Trading / Settlement mode of the Instrument

Depository

Security /Security description.

Further Borrowing

Financial Covenant

Status

Transaction Documents

Private e. Confidential - For Private Circulation Only

(This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)

Actual/ Actual 15 days prior to each Coupon Date and Redemption Date To be redeemed on face value. Series-1 : INR 70 Crore Series-2: INR 85 Crore NIL

At Par Not Applicable

Rs 10 lakhs per instrument 1 Debentures and in multiple of 1 thereafter

Series-1: 420 days Series-2: 473 days Without prejudice to the other rights of the Debenture Trustee a) In case of default of payment of interest and I or principal redemption on the due

date, additional interest @ 2% p.a. over the coupon rate will be payable by the Issuer from the date of the occurrence of such default until the default is cured or the Debentures are redeemed pursuant to such default, as applicable;

b) In case of non-creation/perfection of Security within the stipulated time frame, additional interest @ 2% p.a over and above the coupon rate would be payable by the Issuer from the date of the expiry of the stipulated timelines until the security is created/perfected, as applicable, to the satisfaction of the Debenture Trustee;

c) In case of delay in listing of the debt securities beyond 20 days from the Deemed Date of Allotment, the Issuer will pay additional interest of at least 1 % p.a. over the coupon rate from the expiry of 30 days from the Deemed Date of Allotment till due listing of such NCDs

Demat only

Demat only

NSDL and / or CDSL The Debentures shall be secured by way of Pari-Passu charge on the fixed assets of Coal Terminal Project of Adani Ports and Special Economic Zone Limited located at Mundra Gujarat (Described in more detail in Debenture Trust Deed}.

Further, security cover will be at least 1.10 times of the outstanding book value of the NCDs at all times during the tenure of NCDs.

Subject to the applicable regulations, the Company shall be entitled, from time to time, to make further issue of Debentures, other debt securities (whether pari passu or junior to the Debentures) from financial institutions, banks and/or any other person(s) without any further approval from or notice to the Debenture holders/Debenture Trustee, if such indebtedness doesn't results in a breach of the Financial Covenants and/or an Event of Default.

However, consent of Debenture Holder will be required for creating/ceding pari-passu charge over security which is already mortgaged in favour of Debenture Trustee in respect of NCDs as defined in the Debenture Trust Deed. No approval of Debenture Trustee would be needed. subject to minimum 1.10 Security Cover being maintained during the currency of the Debenture which shall be intimated to the Debenture Trustee at least 5 days prior to such additional borrowing.

1. Security Cover Ratio Shall be maintained at least at 1.10x. 2. Net Gearing Ratio (on consolidated basis) shall be less than 3.00x.

The obligations of the Issuer under the Issue Documentation will constitute direct, senior, secured and unconditional obligations of the Issuer. Including but not limited to the following documents:

1. Debenture Trust Deed 2. Information Memorandum .cA\~::<:'· 3. Debenture Trustee Appointment Agreement; and r--..

-D

\ ;:~·, i

. 37 ' .';,' -".:~~:-

<< 181

Conditions Precedent to • Disbursement

Conditie>n Subsequent to • Disbursement

Events of Default

Consequence of EOD/ breach of any covenants including any financial

covenants:

Approvals

Private e Confidential - For Private Circulation Only

(This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)

Any other documentation as may be desired by the Debenture Trustee and mutually agreed with Issuer As per Debenture Trust Deed

The Issuer shall ensure that the following documents are executed/ activities are completed:

1. Credit of de mat account(s) of the allottee(s) by the number of Bonds allotted 2. Listing of NCDs within 20 days from Deemed Date of Allotment

As per Debenture Trust Deed

Events of Default appropriate for an Issue of this nature, including but not limited to: 1. Failure to pay the amounts due under the NCDs (save for technical default which

is not remedied within a maximum period of 3 working days); 2. Failure on part of the Issuer to comply with any of its material obligations under

any Debenture Documents other than outlined hereunder to which it is a party and the same. if capable of remedy, is not remedied within 5 (five) days of failure by the Issuer to comply with such obligations. or a waiver is not obtained by the Issuer from the Debenture Trustee;

3. Invalid security or Security in jeopardy; 4. Unlawfulness or unenforceability of security; 5. Any material representations or warranties are found to be untrue or misleading

when made. 6. Any order is passed in respect of Insolvency, Winding Up, or Insolvency

Proceedings of Issuer; 7. Any application/petition for Winding up of the Issuer. including initiation of any

proceedings for winding up or for attachment, which has not be stayed or dismissed within 30 days of initiation of the proceedings;

8. Failure to list or cessation of listing or suspension of trading of the NCDs on the BSE, (save for technical default which is not remedied within a maximum period of 3 working days);

9. The Government Of India or any other relevant governmental authority declares a general moratorium or "standstill" in respect of the payment or repayment of any financial indebtedness owed by the Issuer:

10. Any governmental or other authority (whether de jure or de facto) nationalizes, compulsorily acquires, expropriates or seizes all or any part of the business or assets of the Company;

11. Cross default for indebtedness of the Issuer exceeding Rs. 25 Crores; 12. Enforcement proceedings and attachment of Issuer; 13. Cessation of business of Issuer; 14. Repudiation of Issuer; 15. Unlawfulness of Issuer; 16. Material adverse change suspension/revocation/cancellation of any licenses /

permits / leases necessary for carrying on the business of the Issuer or asset companies, for which is stay order or approval in not obtained beyond a period of 30 days;

17. Cessation of business of Issuer or gives notice of their intention to do so: In case of EOD & breach of any covenants including any Financial Covenants leading to an EOD, the NCO shall become forthwith payable. In addition to the above, upon the occurrence of an Event of Default the Debenture Trustee shall have the right, to: (a) enforce any Security created pursuant to the Security Documents in accordance with the terms thereof; and/or (b) appoint a nominee director on behalf of all lenders of the company; and/or (c) exercise such other rights and remedies as may be available to the Debenture Trustee under Applicable Law and/or the Financing Documents

The Issuer will ensure that all authorizations/regulatory approvals and statutory approvals that pertain to this transaction will be in place prior to the issue of the NC Os, including, without limitation, Trustee consent, and any authorizations or approvals under the Companies Act, 1956/2013, and the SEBI (Disclosure and Investor Protection) Guidelines, 2000, each as amended from to t· . e, or any other relevant regulation. ·

38

182

Additional Amounts I Taxation;

Issue Documentation:

Role and Responsibilities of Debenture Trustee Other Expenses

Governing Law and Jurisdiction The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer Name and address of the valuer who performed valuation of the securities offered, and basis on which the price has been arrived at along with report of the registered valuer Relevant date with reference to which the price has been arrived at Intention of the promoters, directors or key managerial personnel to subscribe to the offer Change in control, if any, in the company that would occur consequent to the orivate olacement Number of persons to whom allotment on preferential basis/ private placement/ right issue has already been made during the year, In terms of number of securities as well as price

Private e- Confidential - For Private Circulation Only

{This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)

All payments shall be subject to tax deduction at source as applicable under the Income Tax Act. 1961, and such tax deduction shall be made by the Issuer unless a tax exemption certificate/document is lodged at the registered office of the Issuer before relevant record date in respect of a Coupon Payment Date, or any other relevant date. Documentation shall be in form and substance customary for transactions of this nature and satisfactory to all parties, including, but not limited to, a Debenture Trust Deed and Placement/Information Memorandum containing conditions precedent. representations and warranties, covenants. events of default, material adverse change, cross default. provision of information on request of any holder of the NCDs, and default interest and any other terms and conditions that may be provided for in the above documentation or any other documentation as may be required by the Debenture Trustee. As per Debenture Trust Deed

All other expenses viz. stamp duty of issuance, legal fees, trustee fee, registrar fee etc. will be to the account of the Issuer. Indian laws. Non-exclusive jurisdiction of the courts of Mumbai

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

183

Private e, Confidential - For Private Circulation Only

(This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)

Issue Schedule

Date of Opening: 28 th February 2020 Date of Closing: 28 th February 2020 Deemed Date of Allotment: 28 th February 2020

Illustration of Cash Flows from the Debentures As per SEBI Circular No. CIR/IMD/DF/18/2013 dated October 29, 2013, the cash flows emanating from the Debentures are mentioned below by way of an illustration. Series-1:

Issuer Adani Ports and Special Economic Zone Limited Face Value (per Debenture) Rs. 10,00,000/· per Debenture Number of Debentures 700 Date of Allotment 29th February 2020 Redemption Date 23rd April 2021 Coupon Rate 7.5% Frequency of the Interest Payment with specified Annual dates oist March 2021. e,. 23rd April 2021 Day Count Convention Actual/Actual

Cash Flows for NCDs

Cash Flow Date for Payment Actual No of No of in the Amount in INR Days Coupon Period Crores

1st Coupon Monday, March 1, 2021 366 366 75,000.0

2nd Coupon Friday, April 23, 2021 54 365 11.095.9

Principal Friday, April 23, 2021 1.000.000.0

Total 1,086,095.9

Series-2: Issuer Adani Ports and Special Economic Zone Limited Face Value (per Debenture) Rs. 10,00,000/- per Debenture Number of Debentures 850 Date of Allotment 29th February 2020 Redemption Date 15th June 2021 Coupon Rate{Tentative for calculation purpose) 7.5% Frequency of the Interest Payment with specified Annual dates oist March 2021, e,. 15th June 2021 Day Count Convention Actual/ Actual

Cash Flows for NCDs

Cash Flow Date for Payment Actual No of No of in the Amount in INR Days Coupon Period Crores

1st Coupon Monday, March 1. 2021 366 366 75,000.0

2nd Coupon Tuesday, June 15, 2021 107 365 21.986.3

Principal Tuesday, June 15, 2021 1.000,000.0

Total 1,096,986.3

Notes: Applicants are requested to note that the above cash flow is only illustrative in nature. The Deemed Date of Allotment, Redemption Date and Coupon Payment Date shall vary in actual depending on the actual date of allotment. • The Cash Flow displayed above is calculated per bond (face value of Rs. 70,00,000). • The Cash Flow is calculated considering year -2020 as Leap years. Hence number of days taken as 366 days for interest calculations. (Actual/ Actual - as per SEBI Circular no CIR/IMD/DF/18/2013 dated October 29, 2013). 'If the date of payment of interest happens to be holiday, the Interest payment will be made on the next working day with Interest for the intervening period. (As per SEBI Circular Dated October 29, 2073). • If the date of payment of interest happens to be 2"d or 4'" Saturday of the month, the Interest payment will be made on the next working day with Interest for the intervening period. 'If the maturity date falls on Sunday or on holiday, the redemption proceeds shall be paid on the previous working day, (As per SEBI Circular Dated October 29, 2013). • The cash flow has been prepared based on the best available information on holidays and could further undergo change(s} in case of any scheduled and unscheduled holiday(s} and/or changes in money market settlement day conventions by the Reserve bank of India/ SEBI. 'Interest payments are rounded-off to nearest rupee as per the FIMMDA 'Handbook on market practices'.

40

184

Private & Confidential - For Private Circulation Only

(This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)

Details of contribution being made by the promoters or directors either as part of the offer or separately in furtherance of the Objects of the Issue: Not Applicable

Principal terms of the assets charged as security, if any Pari-Passu charge on the fixed assets of Coal Terminal Project of Adani Ports and Special Economic Zone Limited located at Mundra Gujarat (Described in more detail in Debenture Trust Deed) .

Allotment made in the last one year for consideration other than cash

Nil

DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATION ETC.

a. Any financial or other material interest of the directors, promoters or key managerial personnel in the offer and the effect of such interest in so far as it is different from the interests of other persons.

Nil

b. Details of any litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any promoter of the offeree company during the last three years immediately preceding the year of the circulation of the Information Memorandum and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed

There is no litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any of the promoters of the offeree company during the last three years immediately preceding the year of the circulation of the Information Memorandum .

c. Remuneration of directors (during current year & last three financial years):

(Rs in crores) Directors Current Year FY 2018-19 FY 2017-18 FY 2016-17

till Sep-19 Mr. Gautam 5. Adani 1.90 2.82 2.80 2.80 Dr. Malay Mahadevia 8.85 9.62 11.12 11.10 Mr. Karan Adani 0.97 1.50 1.50 .

d. Related party transactions entered during the last three Adopted Financial results by Shareholders immediately preceding the year of circulation of Information Memorandum including with regard to loans made or, guarantees given or securities provided:

As per Annexure D

e. Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of Information Memorandum and of their impact on the financial statements and financial position of the company and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remark:

Nil f. Details of any inquiry, inspections or investigations initiated or conducted under the Companies Act or any

previous company law in the last three years immediately preceding the year of circulation of Information Memorandum in the case of company and all of its subsidiaries. Also if there were any prosecutions filed (whether pending or not) fines imposed, compounding of offences in the last three years immediately preceding the year of the Information Memorandum and if so, section-wise details thereof for the company and all of its subsidiaries

Nil

g. Details of acts of material frauds committed against the company in the last three years, if any, and if so, the action taken by the company

Nil

185

Private e, Confidential - For Private Circulation Only

(This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)

FINANCIAL POSITION OF THE COMPANY Capital structure of the Issuer

The capital structure of the Company as on date of this Information Memorandum is provided below:

Share Capital Rs in crores A, Authorized Share Capital

4,975,000,000 Equity Shares of Rs. 2 each 995.00 5,000,000 Non-Cumulative Redeemable Preference Shares of Rs. 10 5.00 each

8. Issued, Subscribed and Paid-up Share Capital 203,17,51,761 Equity Shares of Rs. 2 each 406.35 2,811,037 Non-Cumulative Redeemable Preference Shares of Rs. 10 each 2.81

C. Present Issue Issue of debentures at face value of Rs. 10,00,000 each, aggregating to not more than Rs. 155 Crores.

D. Share/Security Premium Account Before the Issue 2658.66 After the Issue 2658.66

As on date of this Information Memorandum, the Company has no convertible instruments outstanding.

The paid-up share capital after this Issue is Rs. 406.35 Crores

The capital structure of the Company Post the Issue shall be as below:

No Change in Capital Structure

Changes in capital structure of the Issuer as on last quarter end, for the last 5 years

Date of Change (AGM/EGM) Rs. Particular

AGM - August 21, 2010 1000 crores The Authorised Share Capital of the Company was altered from Rs. 1000 crores divided into 99,50,00,000 equity shares of Rs. 10 each and 50,00,000 Non-Cumulative Redeemable Preference Shares of Rs. 10 each by way of split of equity shares to 497,50,00,000 (Equity Shares of Rs. 2 each and 50.00.000 Non-Cumulative Redeemable Preference Shares of Rs. 10 each

42

186

Private & Confidential - For Private Circulation Only

(This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)

Equity share capital history of the Issuer as on 31 st December, 2019

Face Issue Nature Cumulative

Date of No. of Equity Value Price

of Reason for Cumulative No. Paid-up Equity Cumulative Share Allotment Share (Rs.) (Rs.) Consider Allotment of Equity Shares share capital Premium Rs.)

ation (Rs.) May 28,

7,000 10 10 Cash Subscription to

7,000 70,000 Nil 1998 Memorandum

Allotment to Gujarat Port

January 28, Infrastructure

10,64,00,000 10 10 Cash Development 10,64,07,000 1,064,070,000' Nil 1999

Company Limited, Adani Port Limited and others

June 28, 2,75,93,000 10 10 Cash Allotment AISPL 13.40,00,000 1,34,00,00,000 Nil

2000 September

60,00,000 10 80 Cash Allotment Unit

14,00,00,000 1,40,00,00,000 42,00,00,000 29,2000 Trust of India

August 26, Allotment pursuant to scheme

2005 4,02,16.410 10 of amalgamation between our 180,214.410" 1,80,21,44,100 42,00,00,000

Company and Adani Port Limited July 1. Equity shares of face value Rs.10 each were sub-divided into equity

90,10,72,050 1,80,21,44,100 42,00,00,000 2006 shares of face value Rs.2 each January 31, Equity shares of face value Rs.2 each were consolidated into equity

18,02,14.410 1,80.21.44,100 42,00,00,000 2007 shares of face value Rs.10 each

February Capitaliz Issuance of bonus

10, 2007 18,02,14.410 10 ation of Equity Shares in the 36,04,28,820 3,60.42,88,200 Nil reserve ratio of 1 :1

November 4,02.50,000 10 440 Cash Initial Public Offer 40,06,78,820 4,00,67,88,200 17,72,75,00,000

21. 2007 September Equity shares of face value Rs.10 each were sub-divided into equity

2,00,33,94,100 4,00,67,88,200 Nil 24, 2010 shares of face value Rs.2 each

June 7, Institutional

6,66.57,520 2 150 Cash Placement 2,07,00,51,620 4,14,01,03,240 27,59,28,12,960 2013

Programme Allotment pursuant

June 8, 1,55,32,61,781 2 to Composite 2,070,951,761 ... 4,14,19,03.522 Nil

2015 Scheme of Arrangement

September 3,92,00,000

Buy-back of 3,92,00.000 Equity Shares of Rs, 500 2,031,751.761"" 4,06,35,03.522 Nil

30,2019 each on 30,09,2019

• An initial amount oft 5 per Equity Share was paid upon allotment, The Equity Shares were made fully paid up when the balance amount oft 5 per Equity Share was paid on August 2, 2000; July 31, 2000: September 7, 2000: September 30, 2000; and January 30, 2002, "As Adani Port Limited was holding 2,000 Equity Shares of the Company at the time of such amalgamation the same were cancelled. "' As Adani Enterprises Limited was holding 155,23,61.640 Equity Shares of the Company at the time of composite scheme of arrangement and the same were cancelled. "" As the Company has done buy-back of 3,92,00,000 equity shares on 30.09.2019 the paid up capital was reduced.

2. Preference Share Capital History of our Company

Date of No. of Type of Face Issue Nature of Reason Cumulative Cumulative Cumulative Allotment Preference Preference Value Price Consideration for No. of Paid-up Share

Share Shares (Rs.) (Rs.) Allotment Equity Equity Premium (Rs.) Shares share

capital (Rs.)

0.01% Non- Allotment March 2,811,0371 Cumulative 10 1,000 Cash to APIPL. 2,811,037 28,110,370 2,782,926,630

29, 2004 Redeemable Adani Preference Enterprise

Shares Limited, Rs,10 each Adani

# Agro and others

(1) The Government of Gu1arat. one of the holders of our preference shares, has intimated its 1ntent1on on June 9, 2006 to sell 309,214 Preference Shares held by it in our Company and has appointed an arbitrator/valuer to determine the price/valuation of these preference shares. # The preference shares have been issued for a period of 20 years. The term can be extended by our Company at the time of redemption with the consent of the preference shareholders. The preference shares shall be redeemed at a price of Rs. 1,000 per preference share.

43

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Private 8- Confidential - For Private Circulation Only

(This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)

Details of the shareholding pattern of the Issuer as on 3,st December, 2019

Shareholding pattern of the Issuer

Total shareholding as a Shares Pledged or percentage of total otherwise encumbered

Sr. Number of Total number number of shares

No. Category of shareholder shareholders of shares As a As a percentage percentage

Number of As a

of (A+B) of (A+B+C) Shares percentage

(I) (II) (Ill) (IV) (VI) (VII) (VIII) (IX)=(VIII)/ (IV)*100

(A) Promoter and Promoter Group

·1 Indian

(a) Individuals/ Hindu

2 2 0.00 0.00 . -

Undivided Family Central - - - -

(b) Government/State Government(s)

(c) Bodies Corporate 1 13B193549 6.80 6.80 25125319 18.18

(d) Financial Institutions/ - - - - -Banks

(e) Any Other (specify) 2 799383935 39.34 39.34 436697691 54.63

Gautam S. Adani e, Rajesh

(e-i) S. Adani

1 799353935 39.34 39,34 436697691 54.63 (on behalf of S. B. Adani Family Trust) Rajeshbhai Shantilal - - -Adani 8- Shilin

(e-ii) Rajeshbhai Adani (on 1 30000 behalf of Rajesh S. Adani Family Trust) Sub-Total (A)(1) 5 9375774B6 46.15 46.15 461B23010 49.26

·2 Foreign Individuals (Non- - - - -

(a) Resident Individuals/ Foreign Individuals)

(b) Bodies Corporate 4 331421836 16,31 16.31 - -(c) Institutions - - - - - -(d) Any Other(specify) - - - - -

Sub-Total (A)(2) 4 331421B36 16.31 16.31 -Total Shareholding of Promoter and Promoter 9 126B999322 62.46 62.46 461823010 36.39 Group (A)= (A)(1)+(A)(2)

(B) Public Shareholding

-1 Institutions N.A N.A

(a) Mutual Funds 31 68353410 3.36 3,36 -(b) Venture Capital Funds - - - - - -

(c) Alternate Investment

7 38349 0.00 0.00 - -

Funds

(d) Foreign Venture Capital - - - -Investors

(e) Foreign Portfolio Investor 558 380304381 18.72 18.72 - -

(f) Financial

7 5048212 0.25 0.25 - -

Institutions/Banks (g) Insurance Companies 18 246831540 12.15 12.15 - -

(h) Provident Funds/ - - - -Pension Funds

(I) Any Other (specify) - 0 0.00 0.00 - -

(i-a) Foreign Institutional

0 0 0.00 0.00 -

Investors Sub-Total (8)(1) 621 700575892 34.48 34.48 0 0 Central Government/ - -

-2 State 3 1674160 0.08 0.08 Government(s)/President of India Sub-Total (8)(2) 3 1674160 0.08 0.08 --~ ( -

~ 44

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(This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)

-3 Non-institutions N.A N.A (a) Individuals 243877 43923754 2.16 2.16 .

(b) NBFCs registered with 5 2202 0.00 0.00

. .

RBI (c) Employee Trusts . . . . . .

Overseas Depositories . . . .

(d) (holding DRs) (balancing figure)

(e) Any Other (specify) 12603 16576431 0.82 0.82 . . IEPF 1 179074 0.01 0.01 .

Trusts 11 458902 0.02 0.02 . .

Foreign Nationals 1 14123 0.00 0.00 . .

Hindu Undivided Family 8430 3127632 0.15 0.15 . .

Non Resident Indians 3216 1092853 0.05 0.05 . .

Foreign Portfolio 1 8570 0.00 0.00 Investor (Individual)

Clearing Member 209 759509 0.04 0.04 .

Bodies Corporate 734 10935768 0.54 0.54 .

Sub-Total (8)(3) 256485 60502387 2.98 2.98 . . Total Public Shareholding 257109 762752439 37.54 37.54 . . (8)= (8)(1)+(8)(2)+(8)(3} TOTAL (A)+(8} 257118 2031751761 100.00 100.00 46,18,23,010 22.73 Shares held by . . . . . Custodians and against

(C) which Depository Receipts have been issued

1 Promoter and Promoter . . . . . Group

2 Public . . . . . .

Sub-Total (C) . . . . .

GRAND 2,57,118 2,03,17,51,761 100.00 100.00 46,18,23,010 22.73 TOTAL(A}+(B}+(C}

List of the top 10 holders of equity shares of the Issuer as on 31 st December, 2019

Sr. Particulars Equity Shares Held as% of total no of Equity Shares No. (in dematerialized form)

Gautambhai Shantilal Adani c'F Rajeshbhai 1 Shantilal Adani (On behalf of S.B. Adani 79,93.53,935 39.34

Family Trust) 2 Life Insurance Corporation of India 23,69,04,353 11.66 3 Adani Tradeline LLP 13,81,93,549 6.80 4 Afro Asia Trade and Investments Limited 8,99,45,212 4.43

5 Emerging Market Investment DMCC 8,41,79,195 4.14

6 Universal Trade and Investments Limited 7,95,41,248 3.91

7 Worldwide Emerging Market Holding

7,77.56,181 3.83 Limited

8 Europacific Growth Fund 56338768 2.77

9 Camas Investments Pte. Ltd. 26343229 1.30

10 Baytree Investments (Mauritius) Pte Ltd 20212612 0.99

Details of any acquisition or amalgamation of or by the Issuer in the last 1 year

On 9 November 2015, Company through Adani Kattupalli Port Private Limited ("AKPPL"), its wholly owned subsidiary, entered into an in-principle agreement for the strategic acquisition of the port business at Kattupalli port of Lc'F T Shipbuilding Limited, a subsidiary of Larsen c'F Toubro Limited. Kattupalli port is a non-major port situated at Kattupalli village, Ponneri Taluk, Tiruvallur, and Tamil Nadu. The acquisition was concluded in FY 18-19. The port has permission to handle multi-user specific and multi-commercial cargoes on a Build Own Operate a ... · . pre basis. Now, we are planning to expand the portfolio from Bulk c'F Container to Liquid Cargos as well capt ·re t · f'l)arket in the hinterland.

189

Private 8, Confidential - For Private Circulation Only

(This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)

Our Subsidiary, Adani Logistics, on 28 March 2019, entered into definitive agreements to acquire a minimum of 97.03% of the equity share capital of Innovative 828 Logistics Solutions Private Limited ("828 Logistics"), an entity controlled by private equity firm True North. With this acquisition, we expect to benefit from 828 Logistics' customer base, strong management team and integrated logistics services across India, and accordingly expand Adani Logistics· total addressable market and enhance its network coverage.

Adani Logistics Ltd. ("ALL"), a wholly owned subsidiary of Adani Ports and SEZ Limited ("APSEZ"), has signed an agreement to acquire entire 40.25% stake in Snowman Logistics Ltd. ("SLL") for INR 296 Crores from Gateway Distriparks Ltd. (GDL). SLL is market leader in cold chain logistics with over 30% of capacity amongst integrated organized cold chain service providers in India. The acquisition gives ALL platform to double its capacity in next 5 years. Acquisition is in line with All's strategy to move from Port Gate to Customer Gate. As part of the transaction, Adani Logistics will make a mandatory open offer as per the Substantial Acquisition of Shares and Takeover Guidelines, 2011 for a maximum 26% of the public shareholding in the Company.

Adani Ports and Special Economic Zone Limited ("APSEZ"), will be acquiring a controlling stake of 75% from the existing shareholders of KPCL. KPCL is located in the southern part of Andhra Pradesh, the state with the second largest coastline of in India, and is a multi-cargo facility which handled 54 MMT in FY19. This acquisition will accelerate our stride towards 400 MMT by 2025. Given the best-in-class infrastructure and the distinct hinterland catered by KPCL, this acquisition will not just increase our market share to 27% but also add remarkable value to our pan-India footprint.

Details of any reorganization or reconstruction of the Issuer in the last 1 year NIL

Details regarding Auditors of the Company

Name Address 19th Floor, Shapath-V, Besides Crown Plaza,

Deloitte Haskins e- Sells LLP S.G. Highway, Ahmedabad- 380015

Details of change in the Auditor since last three years Name Address Date of

Appointment/ Resignation

Deloitte Haskins e- 19th Floor, Shapath-V, Besides Crown 09.08.2017 Sells LLP Plaza, S.G. Highway, Ahmedabad-

380015

S R B C e- CO LLP 2nd Floor, Shivalik lshan Building, Nr. C N 09.08.2017 Vidhyalaya, Ambavadi, Ahmed ab ad -380015

Details of the borrowings of the Issuer (Standalone) as on 30th September, 2019

1) Details of secured Bank/Fl loan facilities

Auditor Since Appointed as Auditor in AGM held on 09.08.2017

Auditor of the Company since (in case of resignation) -

Since 2014

Amount Bank/Fl Type of Facility Currency (in Rs. Crore)

DZ BANK ECB EUR 102.5 HSH NORDBANK AG ECB EUR 41.8 HDFC Bank limited RTL INR 700.0 AXIS BANK NCO INR 39.5 UC OF INDIA NCO INR 4379.2 PIONEER INVSTCORP LTD. NCO INR 251.3 TRUST INVESTMENT ADVISORS PVT.LTD. NCO INR 198.4

2) Details of unsecured Bank/Fl loan facilities as on 30th September, 2019

Bank/Fl Type of Facility Currency Amount (in Rs. Crore) The Bank of Tokyo Mitsubishi UFJ.Ltd. Foreign Currency Loan USO 1127.2 The Bank of New York Mellon Foreign Bond INR 3526.9 The Bank of New York Mellon Foreign Bond INR 3496.8 The Bank of New York Mellon Foreign Bond INR 5268.8

46

190

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(This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)

The Bank of New York Mellon Foreign Bond INR 4577.0 MUFG Bank Ltd. Working Capital INR 390.0 Mizuho Bank Ltd. Working Capital USD 425.3 JP Morgan Chase Bank Working Capital USD 354.4 Various Investor Commercial Papers INR 3566.0

3) Details of non-convertible debentures as on 30th September, 2019

Principal

ISIN Tenor/Period of Coupon Date of amount Credit Rating Secured/

Maturity (%) Allotment outstanding (in Rs. Cr) Unsecured

INE742F07122 27-09-2021 10.5 27-09-2012 39.5 AA+ (Stable) Secured INE742F07171 01-03-2023 10.5 27-02-2013 494 AA+ (Stable) Secured INE742F07346 26-05-2023 9.35 26-05-2016 99.3 AA+ (Stable) Secured INE742F07353 27-05-2026 9.35 26-05-2016 99.1 AA+ (Stable) Secured INE742F07361 04-07-2026 9.35 30-06-2016 251.3 AA+ (Stable) Secured INE742F07411 27-11-2026 8.24 29-11-2016 1300 AA+ (Stable) Secured INE742F07429 08-03-2027 8.22 08-03-2017 1000 AA+ (Stable) Secured INE742F07437 30-10-2027 7.65 31-10-2017 1585.2 AA+ (Stable) Secured

4) List of the top 10 Debenture Holders of the Issuer as on 30th September, 2019

Holding in Holder Name Number of Debenture in De-mat Form Rs. Cr.

UC of India 43940 4394 Bharti AXA Life Insurance Company Ltd. 600 60 Food Corporation of India CPF Trust 500 50 Aviva Life Insurance Company Ltd. 400 40 General Insurance Corporation Of India 400 40 Tata Motors Limited Provident Fund 400 40 Nalco Employees Provident Fund Trust 260 26 The New India Assurance Company Limited 250 25 HPCL PF Trust 200 20 Indian Oil Corporation Ltd. EPF Trust 200 20

5) Details of the Corporate Guarantee issued (with outstanding amount against facilities) by the Issuer as on 30th September, 2019

Amount Type of Outstanding

Name of the Company Relationship Name of Bank/Lender (Rs. Crore) Karnavati Aviation Pvt. Ltd Subsidiary Export Development Canada 8 Karnavati Aviation Pvt. Ltd Subsidiary Bank of America 61 Shanti Sagar International Dredging Pvt. Ltd. Subsidiary Citi Banke, DZ Bank 634 Adani Hazira port Pvt. Ltd. Subsidiary HDFC Bank 600 Adani International Terminal Pvt. Ltd. Joint Venture Exim Bank 150 Dhamra LNG Terminal Pvt. Ltd. Joint Venture Standard Chartered Bank 286 Dhamra LNG Terminal Pvt. Ltd. Joint Venture Standard Chartered Bank 4 Dhamra LNG Terminal Pvt. Ltd. Joint Venture JP Morgan 20

6) Details of the commercial papers issued by the Issuer as on 30th September, 2019

Amount Int. Rate External Ref. Bank Name (in Rs. Cr) (%) Term Start Term End

INE742F14JK1 Kotak Mahindra Trustee Co. Ltd. 99.7 7.90 16-07-2019 14-10-2019 INE742F14JQ8 Edelweiss Liquid Fund 49.7 7.70 08-08-2019 31-10-2019 INE742F14JW6 HDFC Liquid Fund 149.0 7.75 06-08-2019 01-11-2019 INE742F14JV8 HDFC Liquid Fund 148.9 7.75 08-08-2019 06-11-2019 INE742F14JUO Kotak Mahindra Liquid Fund 198.5 7.75 07-08-2019 05-11-2019 INE742F14JS4 Kotak Mahindra Liquid Fund 198.6 7.75 07-08-2019 04-.11-2019 INE742F14JQ8 HDFC Liquid Fund 149.1 7.80 05-08-2019 3'Y-'I022019

7 ,,

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Private 8- Confidential - For Private Circulation Only

(This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)

INE742F14JZ9 Aditya Birla Sun Life Liquid Fund 198.3 7.50 14-08-2019 13-11-2019 INE742F14JK1 JM High Liquidity Fund 49.9 7.50 14-08-2019 14-10-2019 INE742F14JY2 Baroda Pioneer Liquid Fund 198.3 7.50 14-08-2019 11-11-2019 INE742F14KA0 Aditya Birla Sun Life Liquid Fund 99.1 7.20 19-08-2019 15-11-2019 INE742F14KC6 ICICI Prudential Liquid Plan 198.0 7.45 22-08-2019 19-11-2019 INE742F14KB8 ICICI Prudential Liquid Plan 247.6 7.45 22-08-2019 18-11-2019 INE742F14KD4 ICICI Prudential Liquid Plan 247.4 7.45 23-08-2019 21-11-2019 INE742F14KE2 Aditya Birla Sun Life Liquid Fund 99.0 7.45 23-08-2019 20-11-2019 INE742F14KF9 Aditya Birla Sun Life Liquid Fund 197.8 7.45 26-08-2019 25-11-2019 INE742F14KG7 AXIS Liquid Fund 99.5 7.45 26-08-2019 24-10-2019 INE742F14KH5 SBI Saving Fund 98.6 7.30 09-09-2019 09-12-2019 INE742F14KL7 AXIS Liquid Fund 197.2 7.30 11-09-2019 10-12-2019 INE742F14KJ1 UTI Liquid Cash Plan 98.6 7.30 12-09-2019 11-12-2019 INE742F14JY2 AXIS Liquid Fund 99.2 7.30 12-09-2019 11-11-2019 INE742F14Kl3 UTI Liquid Cash Plan 246.5 7.30 13-09-2019 12-12-2019 INE742F14KA0 JM High Liquidity Fund 49.6 7.30 16-09-2019 15-11-2019 INE742F14KK9 UTI Liquid Cash Plan 147.8 7.30 16-09-2019 16-12-2019

7) Details of any other borrowing of the Issuer (if any, including hybrid debt instruments like FCCBs, optionally convertible debentures or preference Shares as on 30th September, 2019.

Not Applicable

8) Details of all default(s) and/or delays in payment of interest and principal of any kind of term loans, debt securities and other financial indebtedness including corporate guarantees issued by the Issuer, in the past 5 years

NIL

9) Details of any outstanding borrowings taken and debt securities issued, where taken or issued: (i) for consideration other than cash, whether in whole or part, (ii) at a premium or discount, or (iii) in pursuance of an option

Not Applicable

Standalone Profits of the company, before and after making provision for tax, for the three audited financial years immediately preceding the date of circulation of Information Memorandum

(Amount in Rs. Cr) Standalone Profit 8- Loss Account

For the Year For the Year For the Year ended March ended March ended March 31,

PARTICULARS 31, 2019 31, 2018 2017 Revenue from Operations 5,336.38 6,533.82 4,878.86 Other Income 2,342.90 1.607.32 1,485.00 Total Revenue 7679.28 8141.14 6363.86 Expenses Operating Expenses 995.87 1,514.52 781.84

Employee Benefits Expenses 230.89 193.78 210.99

Finance Costs 1,867.19 1,456.88 1,198.40

Depreciation and Amortization Expense 474.21 470.52 540.71 Other Expenses 325.58 378.88 338.98 Total Expenses 3893.74 4,014.58 3,070.92 Profit before tax & Exceptional Item 3785.54 4,126.56 3,292.94 Exceptional Item (121. 90) (297.38) Profit before tax 3,663.64 3,829.18 3,292.94 Tax Expense: - Current Tax (MAT) 779.57 1.378.13 704.24 - MAT Credit Entitlement (Incl. additional MAT credit) 0 0 (571.28) - Excess provision of earlier years written back 0 0 -~ '· 0 - Deferred Tax Charge 246.35 ~-95-( . __ ,; 59.37

~t

48

192

Private e Confidential - For Private Circulation Only

(This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)

Total Tax Expense 1,025.92 1.421.08 192.33 Profit for the year 2,637.72 2,408.10 3,100.61 Other Comprehensive Income net of Tax 18.82 8.61 12.33 Total Income including Other Comprehensive Income 2,656.54 3,011.47 3,112.94 Total No of Shares Outstanding 2,07,09.51.761 2,07,09,51,761 2,07,09,51,761 Earning per Equity Share (in Rs.) face value of Rs. 2 each 12.74 14.54 15.03

Dividends declared by the company in respect of the said three financial years; interest coverage ratio (Standalone) for last three years (Cash profit after tax plus interest paid/interest paid)

Dividend has been declared by the Company in respect of the said three financial years and is as mentioned below: Standalone Parameters 31-03-2019 31-03-2018 31-03-2017 Dividend Declared (in % of face value of

10% 100% 65% share) Interest coverage ratio 4.19 4.16 2.22

49

193

Private & Confidential - For Private Circulation Only

(This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)

A summary of the standalone financial position of the company as in the three audited balance sheets immediately preceding the date of circulation of Information Memorandum ;

Rs. In Crore

PARTICULARS For the Year For the Year For the Year ended March 31, ended March 31, ended March

2019 2018 31, 2017 EQUITY AND LIABILITIES SHAREHOLDERS FUNDS Share Capital 414.19 414.19 414.19 Reserves and Surplus 20,077.48 17,869.07 16,450.66

Sub Total 20491.67 18283.26 16864.85 NON-CURRENT LIABILITIES Long-term Borrowings 18,082.13 18,839.79 16,160.57 Other Long-term Liabilities 718.32 842.51 757.36

Sub Total 18800.45 19682.30 16917.93 CURRENT LIABILITIES Short-term Borrowings 6,208.81 715.14 3197.37 Trade Payables 194.32 213.37 258.26 Other Current Liabilities 1,681.13 1801.05 1803.14 Liabilities for Current Tax 3.82 92.41 158.5 Short-term Provisions 44.22 46.08 47.68

Sub Total 8132.30 2868.05 5464.95 Total 47424.42 40833.61 39247.73

ASSETS NON CURRENT ASSETS Fixed assets Tangible Assets 8,985.37 7896.68 8328.08 Goodwill 8- Intangible Assets 88.85 59.98 61.51 Capital Work-In-Progress 774.77 1626.91 1458.08 Fixed asset held for sale Total Fixed Assets 9848.99 9583.57 9847.67 Non-Current Investments 13,455.48 10023.13 9515.65 Loans and Advances 8,116.87 8395.38 5952.23 Trade Receivables - 2.14 2.54 Deferred Tax Assets (net) 804.66 1131.86 1764.52 Other Non-Current Assets 2,923.27 1481.34 2197.15

Sub Total 35149.27 30617.42 29279.76 CURRENT ASSETS Current Investments 501.11 519.20 894.74 Inventories 625.45 363.41 523.00 Trade Receivables 1.910.06 3,286.28 1,792.09 Cash and Bank Balances 3,869.48 1.273.09 1.552.01 Loans and Advances 3,056.98 2,658.99 3,469.38 Other Current Assets 2,312.07 2,115.22 1,736.75

Sub Total 12,275.15 10,216.19 9,967.97 Total 47424.42 40833.61 39247.73

I

' t--

}

50

194

Private & Confidential - For Private Circulation Only

(This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)

Standalone Audited Cash Flow Statement for the three years immediately preceding the date of circulation of Information Memorandum ;

(Amount in Rs. Cr) For the Year For the Year For the Year

Particulars ended March 31, ended March 31, ended March 31, 2019 2018 2017

A. Cash Flow from Operating Activities Net Profit Before Tax 3,663.64 3,829.18 3,292.94 Adjustment for: Depreciation & Amortisation Expense 474.21 470.52 540.71 Unclaimed liabilities/Excess Provision Written Back (8.90) (1.33) (2.32) Amortisation of Cost of Land Lease 28.06 8.55 1.84 Amortisation of amount received under long term

(62.24) (58.67) (50.91) land lease/Infrastructure usage Income Financial Guarantee (6.96) (4.65) (9.18) Government Grant (0.10) (0.10) 0.09 Gain on Sale of Non-Current Investments - - (6.62) Interest Expense 1.477.22 1,218.08 1,103.40 Amortisation of Ancillary Finance Cost -Derivative(Gain) (55.38) 238.80 95.00 Unrealised Foreign Exchange Loss 445.35 107.08 (179.56) Recognition of exceptional item 121.90 Provision for Doubtful Debts/Advances - 196.10 20.86 'Impairment of Equity Investment 101.28 -Interest Income (1,811.28) (1,514.07) (1,144.67) Dividend Income (423.65) (4.00) (2.20) Profit on sale of Current Investment (28.67) (24.99) (31.15) Amortization of benefit under deposits 7.49 9.23 8.74 Diminution in value of Inventories/investments 0.41 - 21.15 Loss on Sale of Fixed Assets 2.52 7.77 2.23 Operating Profit Before Working Capital Changes 3,823.62 4,578.78 3,660.35 Adjustment For: (lncreas·e)/ Decrease in Trade Receivables 1.022.14 (1.443.30) 55.47 (Increase)/ Decrease in Inventories 3.78 65.06 (8.17) (Increase) in Other Assets (391.37) 617.63 (973.77) (Increase) in Loans e,. Advances (938.85) - -Increase in Provisions (2.26) (3.03) (0.66) (decrease) in Trade Payables (19.23) (51. 97) 74.19 Increase in Other Liabilities 103.47 (548.56) 80.66 Cash Generated From Operations 3,601.30 3,214.61 2,888.07 Direct taxes (Paid)(net of refunds) (799. 54) (803.36) (575.56) Net Cash Flow from operating Activities 2,801.76 2,411.25 2,312.51 B. Cash Flow From Investing Activities Purchase of Fixed Assets including Capital Work in

(991.17) (245.27) (1,162.48) Progress & capital Advances Proceeds from Sale of Property, Plant and Equipment 14.64 103.95 0.64 Proceeds from transfer of Marine Business

200.00 Undertaking - -

Deposits given against Capital Commitments - - 742.45 Investments made in Subsidiaries/Associates (4,022.20) (48.28) (0.25) Investments Made in Non-Convertible redeemable

(2.457.00) - -Debentures Payment/Advance paid toward acquisition of - - (106.26) Subsidiaries

(Investment) / Redemption made in Non-Convertible 317.00 (317.00) 156.62 Redeemable Debentures

Proceed from Sale of investment in Associates and 48.00 0.05

others -

Advance received back - 250.00 Inter- Corporate Deposit/loans given (23,838.72) (15,249.00) (9,544.96) Inter- Corporate Deposit/loans received back 24,064.88 13,300.91 8,631.20 Proceeds from/(Deposits in) Fixed Deposits with a

807.65 maturity period of more than 90 days(net)

221.63 ("-. CH8,,z4)

~·· 51

195

Private 8- Confidential - For Private Circulation Only

(This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)

sale/(Purchase) of investments in mutual Fund(net) 15.11 24,99 159.00 Proceeds from sale of Fixed Assets 396.00 {894.49) Dividend Received 423.65 4.00 2.20 Interest received 1,181.42 1,058.04 723.94 Net cash Flow from Investing Activities (1,979.74) (550.03) (4,181.08} C. Cash Flow From Financing Activities Proceed from Long Term Borrowings(including Bond

11.41 4,885.21 9,979.35 Issue Proceeds) Repayment of Long Term Borrowings(lncluding

(1,398.17) (2,545.54) (4,970.55) Debentures) Investment in Perpetual Debenture of Subsidiary - {1,450.00) Payment towards acquisition of Non- Controlling - (9.34) Interest in Subsidiaries Payment towards additional investment in - (200.41) Subsidiaries Proceeds from Short term Borrowings 36,737.37 15,741.80 21,044.63 Repayment of Short term borrowings (30,822.18) (18,345.59) (21,619.64) Interest e,. Finance Charges Paid (1,546.47) (1,154.92) (907.49) (loss)/Gain on Settlement/Cancellation of derivative

{23.46) (182.65) (119. 91) Contracts Cost of Issuance Of Bonds/Debentures and premium - - (28.81) paid on redemption of debentures Payment of Dividend on Equity e,. Preference Shares (269.16) (0.68) Tax on Equity e,. Preference Share Dividend paid - (54.81) -Net Cash Flows from Financing Activities 2,958.51 (1,925.66} 1,717.15 D. Net Increase in Cash 8- Cash Equivalents(A+B+C) 3,780.52 (64.44) (151.42) E. Cash 8- Cash Equivalents at the beginning of the 484.00 548.45 699.87 year F. Cash 8- Cash Equivalents at the end of the year 3,850.53 484.00 548.45 Components of Cash e,. Cash Equivalents - Cash on Hand 0.14 0.12 0.02 -Cheque on Hand - 241.86 --Balances with Scheduled Banks - - -- On Current Accounts 3,735.39 216.02 520.43 - On Current Accounts Enmarked For Unpaid dividend 26.00 28.00 - On Fixed Deposit Accounts 115.00 - -Cash 8- Cash Equivalents at the end of the year 3,850.53 484.00 548.45

Consolidated Profits of the company, before and after making provision for tax, for the three audited financial years immediately preceding the date of circulation of Information Memorandum

PARTICULARS

Revenue from Operations Other Income Total Revenue Expenses Operating Expenses Employee Benefits Expense Finance Costs (including derivate gain/loss e,. forex MTM) Depreciation and Amortization Expense Other Expenses Total Expenses Profit Before tax Exceptional Item Profit Before tax after exceptional item Tax Expense: - Current Tax (MAT)

For the Year ended March 31,

2019 10,925.44 1,362.34 12,287.78

2,760.80 529.81 1,861.11

1,373.48 567.35

7,092.55 5,195.23 (68.95) 5,126.28

1,057.60

(Amount in Rs. Cr) For the Year

ended March 31, 2018

11,322.96 1,010.93 12,333.89

3,231.83 447.32

1.578.66

1.188,37 498.40

6,944.58 5,389.31 (155.18) 5,234.13

·"'

1.54~9

For the Year ended March 31,

2017 8,439.35 1.040.11 9,479.46

2,167.89 383,14 1.115.74

1,160.19 473,63

5,300.59 4,178.87

-4,178.87

( .. r 881.72

~r 52

196

Private & Confidential - For Private Circulation Only

(This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)

- MAT Credit Entitlement ( Incl. additional MAT (195.44) (95.04) (770.42) - Excess provision of earlier years written back - -- Deferred Tax Charge 219.31 92.83 175.33 Total Tax Expense 1,081.47 1,544.18 286.63 Profit after tax and before share of profit from joint 4,044.81 3,689.95 3,892.24

venture entities Discontinuing operations Profit After Tax from discontinued operations (B) Add:· Share of minority shareholders in loss/(profit) of - - -subsidiaries Add:· Share of Profit/(loss) of Associates - - 9.26 Other Comprehensive Income 15.41 9.85 6.67 Net Profit 4,060.22 3,699.80 3,908.17 Basic and Diluted Earnings per Equity Share (in Rs. ) 19.27 17.74 18.89 face value of Rs. 2 each

A summary of the consolidated financial position of the company as in the three audited balance sheets immediately preceding the date of circulation of Information Memorandum ;

(Amount in Rs. Cr) For the Year For the Year For the Year

PARTICULARS ended March 31, ended March 31, ended March 31, 2019 2018 2017

EQUITY AND LIABILITIES SHAREHOLDERS~UNDS Share Capital 414.19 414.19 414.19 Reserves and Surplus 24124.01 20,654.64 17,111.79

Sub Total 24538.2 21068.83 17525.98 Minority Interest 209.94 149.56 139.24 Total Equity 24748.14 21218.39 17665.22 NON-CURRENT LIABILITIES Long-Term Borrowings 19883.32 20,628.97 17,993.24 Deferred Tax Liabilities (Net) 216.03 142.4 215. 71 Other Long Term Liabilities 1324.38 1,336.78 1,143.99 Long-Term Provisions 3.90 4.22 11.01

Sub Total 21,427.63 22,112.37 19,363.95 CURRENT LIABILITIES Short Term Borrowings 6545.87 773.17 3,262.12 Trade Payables 572.07 489.73 455.66 Other Current Liabilities 3134.50 2,683.24 2,750.91 Short-Term Provisions 99.25 98.22 87.22

Sub Total 10351.69 4044.36 6555.91 Total 56,527.46 47,375.12 43,585.08

ASSETS NON CURRENT ASSETS Fixed assets Tangible assets 22780.93 18,444.06 16,662.82 Intangible assets 2072.56 1,558.82 1,720.29 Capital work-in-progress 4483.48 4,545.46 4,513.97

29336.97 24548.34 22897.08 Goodwill on consolidation 3267.93 2,667.13 2,670.39 Investments accounted using Equity Method 3.00 0.00 0.00 Non-current investments 265.49 559.14 252.33 Deferred Tax Assets (net) 1028.38 1,310.54 1,991.56 Loans and Advances 1219.54 1,195.86 759.32 Trade Receivables 0 2.14 13.63 Other Non-Current Assets 6,775.01 2,805.07 3,093.35

Sub Total 41896.32 33088.22 31677.66 CURRENT ASSETS Current Investments 513.81 519.78 909.03 Inventories 806.68 520.29 657.09 Trade Receivables 2789.66 4309.91 2,692.99 Cash 8- Bank Balances 5967.30 2967.55 1,97-6.80 Loans and Advances 1547.61 1504.89 - >1.11Q2>6a ..

~3 .

197

Private 8- Confidential - For Private Circulation Only

(This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)

Other Current Assets 3006.08 4464.48 3,888.89 Sub Total 14631.14 14286.9 11907.42

Total 56527.46 47375.12 43585.08

Consolidated Audited Cash Flow Statement for the three years immediately preceding the date of circulation of Information Memorandum ;

(Amount in Rs Cr) For the Year For the Year For the Year

Particulars ended March 31, ended March 31, ended March 31, 2019 2018 2017

A. Cash Flow from Operating Activities Net Profit Before Tax 5,126.22 5,234.13 4,178.87 Adjustment for: Depreciation 8- Amortisation Expense 1.373.48 1,188.37 1,160.19 Unclaimed liabilities/Excess Provision Written Back (18.97) (1.93) (6.78) Amortisation of Cost of Land Lease 34.15 11.96 1.84 Amortisation of amount received under long term land

(62.56) (58.37) (51.59) lease/Infrastructure usage Income Interest Expense 1,428.30 1.257.35 1,281.24 Unrealised Foreign Exchange Loss 447.30 146.40 221.60 Derivative(Gain) (43.11) 238.02 111.94 Provision for Doubtful Debts/Advances (7.98) (0.19) 9.48 Interest Income (1.220.19) (901.08) (867.38) Dividend Income (7.00) (4.00) (2.20) Profit on sale of Current Investment (43.02) (34.64) (37.34) Loss on Sale of Fixed Assets 4.14 11.26 3.54 Profit on sale of Non-Current Investment . . (2.99) Financial Guarantees Income (5.87) (4.37) (8.82) Amortisation of Government Grant (11.45) (8.57) (9.33) Provision for Impairment 68.95 155.18 .

Investment accounted using Equity Method . 75.36 .

Diminution in value of Inventories 1.16 0.30 21.15 Amortisation of Security Deposit Given 7.49 9.23 8.74 Operating Profit Before Working Capital Changes 7,071.04 7,314.41 6,012.16 Adjustment For: (Increase)/ Decrease in Trade Receivables 1,215.32 (1,561.47) 32.83 (Increase)/ Decrease in Inventories (256.92) 44.87 (22. 95) (Increase) in Other Assets (3,251.79) 480.70 (1,485.59) Increase in Provisions (3.93) 4.43 35.06 (decrease) in Trade Payables 69.49 (25.06) 21.57 Increase in Other Liabilities 181.24 156.60 192.77 Cash Generated From Operations 5,024.45 6,414.48 4,785.85 Direct taxes (Paid)(net of refunds) (1.106.53) (999.18) (723.28) Net Cash Flow from operating Activities 3,917.92 5,415.30 4,062.57 B. Cash Flow From Investing Activities Purchase of Fixed Assets including Capital Work in (2,943.02) (2,732.15) (3,748.18) Progress 8- capital Advances Deposits given against Capital Commitments . . 756.95 Investments Made in Non-Convertible redeemable 317.00 (317.00) 156.62 Debentures Payment/Advance paid toward acquisition of (1,478.16) (375.00) (1,556.27) subsidiaries Proceed from Sale of investment in Associates and . . others Inter- Corporate Deposit/loans given (19,306.22) (9,917.65) (3,493.40) Inter- Corporate Deposit/loans received back 19,266.31 9,762.96 5,437.55 Proceeds from/(Deposits in) Fixed Deposits with a a

1,005.54 (1.107.67) (507.20) maturity period of more than 90 days(net) sale/(Purchase) of investments in mutual Fund(net) 17.34 48.35 159.48 Proceeds from sale of Fixed Assets 67.89 34.37 0.46 Dividend Received 7.00 4.00 2.20 Interest received 653.37 605.97 796.87 Purchase of Non-Current investment . . .

Advance received back . . - r-x250. 00 Equity investment in Joint Venture entities (3.06) (55.18) I .. ::\ ~) ;

~} 54

198

Private e, Confidential - For Private Circulation Only

{This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)

Sale/(Purchase) of Investments in Debentures and 48.00 396.00 (894.49)

Commercial Papers (net)

Net cash Flow from Investing Activities (2,348.01) (3,653.00) (2,639.41) C. Cash Flow From Financing Activities Proceed from Long Term 8orrowings(including Bond

154.63 5,695.63 11,987.58 Issue Proceeds) Repayment of Long Term Borrowings(lncluding

(1,809.99) (3,291.24) (11,486.66) Debentures) Proceeds from Short term Borrowings 36,348.68 15,741.79 20,975.54 Repayment of Short term borrowings (30,385.57) (18,345.59) (21,550.75) Interest e, Finance Charges Paid (1.471.72) (1,163.95) (1.087.53) (loss)/Gain on Settlement/Cancellation of derivative

(17.63) (201.70) (124.06) Contracts Cost of Issuance Of Bonds/Debentures and premium - - (28.81) paid on redemption of debentures Payment of Dividend on Equity e, Preference Shares (418.48) (269.16) (0.68) Tax on Equity e, Preference Share Dividend paid (86.57) (54.81) -Inflow from Minority shareholders - (9.34) Net Cash Flows from Financing Activities 2,313.35 (1,889.03) (1,324.71) 0. Net Increase in Cash 8 Cash Equivalents(A+B+C) 3,883.27 (126.73) 98.45 E. Cash e, Cash Equivalents at the beginning of the

823.48 year

950.21 841.50

E. Cash e, Cash Equivalents on acquisition of Subsidiary 91.44 - 10.26 F. Cash e, Cash Equivalents at the end of the year 4,798.19 823.48 950.21 Components of Cash 8 Cash Equivalents Cash on Hand 0.23 0.13 0.04 Cheque on Hand - 241.86 -

- On Current Accounts 4,612.89 548.05 915.05 - On Current Accounts Enmarked For Unpaid Dividend - -- On Fixed Deposit Accounts 185.07 33.44 35.12 Cash 8- Cash Equivalents at the end of the year 4,798.19 823.48 950.21

Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company.

There have been no significant changes in accounting policies during the last three years except for the changes disclosed in the notes to the financial statements, if any. Also Accounting policies are followed on a consistent basis for the Financial Year-2016-17.

55

199

Private 8- Confidential - For Private Circulation Only

(This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus}

Abridged version of Limited Review Consolidated and Standalone Financial Information:

Standalone Profit 8 Loss statement•

PARTICULARS For the Half Year ended For the Half Year ended

September 30, 2019 September 30, 2018 Revenue from Operations 2275.47 2284.50 Other Income 1144.50 1304.77 Total Revenue 3419.97 3589.27 Expenses Operating Expenses 486,89 402.94 Employee Benefits Expenses 116.58 108,27 Finance Costs (including derivate gain/loss & forex

1412,87 1290.53 MTM) Depreciation and Amortization Expense 259.73 236.57 Other Expenses 169.20 151.31 Total Expenses 2445.27 2189.62 Profit before tax 974.70 1399.65 Tax Expense: - Current Tax (MAT) 314.21 324.47 - Deferred Tax Charge -314.54 28.26

Total Tax Expense -0.33 352.73 Profit for the year 975.03 1046.92 Other Comprehensive Income net of Tax -0.43 0.41 Total Income including Other Comprehensive Income 974.60 1047.33 Earning per Equity Share (in Rs.) face value of Rs. 2

4.71 5.06 each

Consolidated Profit 8 Loss Statement -

PARTICULARS For the Half Year ended For the Half Year ended September 30, 2019 September 30, 2018

Revenue from Operations 5615.63 5019.04 Other Income 928.19 607,14 Total Revenue 6543.82 5626.18 Expenses Operating Expenses 1407.18 1221.23 Employee Benefits Expense 267.75 250.02 Finance Costs (including derivate gain/loss & forex

1454.40 1502.59 MTM) Depreciation and Amortization Expense 801.06 674.49 Other Expenses 306.51 255.90 Total Expenses 4236.90 3904.23 Profit Before tax 2306.92 1721.95 Exceptional Item -58.63 0.00 Tax Expense:

- Current Tax (MAT) (Refer note 33) 506.63 422.16 - MAT Credit Entitlement (Incl.additional MAT credit) -55.94 -55.09 - Deferred Tax Charge -290.26 43,25 Total Tax 160.43 410.32 Profit After Tax 2087.86 1311.63 Other Comprehensive Income -21.83 0,20 Net Profit 2066.03 1311.83 Basic and Diluted Earnings per Equity Share (in Rs. )

10.03 6.26 face value of Rs. 2 each -~)

,\ ·) ·,

\

,:,

56

)

200

Standalone Balance Sheet:

PARTICULARS

EQUITY AND LIABILITIES SHAREHOLDERS FUNDS Share Capital Reserves and Surplus

Sub Total NON-CURRENT LIABILITIES Long-term Borrowings Other Long-term Liabilities

Sub Total CURRENT LIABILITIES Short-term Borrowings Trade Payables Other Current Liabilities Liabilities for Current Tax Short-term Provisions

Sub Total Total ASSETS NON CURRENT ASSETS Fixed assets Tangible Assets Intangible Assets Capital Work-In-Progress Fixed asset held for sale Total Fixed Assets Non-Current Investments Loans and Advances Trade Receivables Deferred Tax Assets (net) Other Non-Current Assets

Sub Total CURRENT ASSETS Current Investments Inventories Trade Receivables Cash and Bank Balances Loans and Advances Other Current Assets

Sub Total Total

Private I?, Confidential - For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)

For the Half Year ended September For the Half Year ended September 30, 2019 30, 2018

406.35 414.19 19129.81 18299.44 19536.16 18713.63

23765.30 18743.92 767.28 741.08

24532.58 19485.00

6650.61 2356.59 171.84 171.39

2065.18 2642.96 3.82 3,36

44.19 42.31 8935.64 5216.61

53004.38 43415.24

9157.06 8116.72 86.08 78.83

1175.48 1671.54

10418.62 9867.09 15222.17 12166.11 9967,18 7954.08

0.00 0.23 980.10 988.10

3449.63 1724,08 40037.70 32699.69

322.81 789.31 650.05 602.01

1444.06 2099.07 6513.69 2238.11 1238.87 2130.97 2797.20 2856.08

12966.68 10715.55 53004.38 43415.24

57

201

Consolidated Balance Sheet -

PARTICULARS

EQUITY ANO LIABILITIES SHAREHOLDERS~UNOS Share Capital Reserves and Surplus

Sub Total Minority Interest Total Equity NON-CURRENT LIABILITIES Long-Term Borrowings Deferred Tax Liabilities (Net) Other Long Term Liabilities Long-Term Provisions

Sub Total CURRENT LIABILITIES Short Term Borrowings Trade Payables Other Current Liabilities Short-Term Provisions

Sub Total Total

ASSETS NON CURRENT ASSETS Fixed assets Tangible assets Intangible assets Capital work-in-progress

Goodwill on consolidation

Private 8 Confidential - For Private Circulation Only

(This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)

For the Half Year ended For the Half Year ended September 30, 2019 September 30, 2018

406.35 414.19 24472.14 21245.33 24878.49 21659.52

436.74 171.49 25315.23 21831.01

26181.63 20452.28 191.82 180.91

1809.46 1234.84 7.55 3.36

28190.46 21871.39

4761.88 2599.62 624.30 416.70 3388.17 3724.05 102.38 98.10

8876.73 6838.47 62382.42 50540.87

24279.26 20926.18 2188.64 1610.53 5746.50 4859.51

32214.40 27396.22 3288.06 2810.48

Investments accounted using Equity Method 3.03 Non-current investments 265.49 242.14 Deferred Tax Assets (net) 1192.24 1167.39 Loans and Advances 1257.49 1242.40 Trade Receivables 0.00 0.23 Other Non-Current Assets 7275.14 3331.05

Sub Total 45495.85 36189.91 CURRENT ASSETS Current Investments 356,81 802.14 Inventories 846.60 765.23 Trade Receivables 2357.91 3312.32 Cash 8- Bank Balances 8422.46 4419.17 Loans and Advances 1245.45 1376.73 Other Current Assets 3657.34 3675.37

Sub Total 16886.57 14350.96 Total 62382.42 50540.87

Any material event /development or change having implications on the financial/ credit quality (e.g. any material regulatory proceedings against the Issuer / promoters, tax litigations resulting in material liabilities, corporate restructuring event, etc.) at the time of issue which may affect the issue or the investor's decision to invest / continue to invest in the debt securities.

There is no material event, development or change having implications on the financials or credit quality at the time of the issue which may affect the issue or the investor's decision to invest or continue to invest in the debentures.

Details of significant and material orders passed by any regulator, court or tribunal impacting the going concern of the issuer and future operations

NIL Details of Borrowing as on 30th September, 2019 (Standalone) including any other issue of debt se

Total Borrowings: Rs. 30,469.25 Crore

Interim Accounts, if any

202

Private 8- Confidential - For Private Circulation Only

(This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)

Not Applicable

Total NCDs of maturity upto one year outstanding as at 30th September, 2019.

As on 30 th September. 2019 there are no NCDs maturing within a year.

Whether outstanding NCDs have been serviced promptly and interest paid on due dates on term loans e, debt securities

The Company has paid all interest and principal on due dates without any delay.

Any conditions relating to tax exemption, capital adequacy etc. to be brought out fully. in the documents

Not Applicable

The following details in case of companies undertaking major expansion or new projects:­

(a) Cost of the project, with sources and uses of funds (b) Date of commencement with projected cash flows (c) Date of financial closure (details of commitments by other institutions to be provided) (d) Profile of the project (technology, market etc) (e) Risk factors

Not Applicable

59

203

Private & Confidential - For Private Circulation Only

(This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)

TERMS OF OFFER OR PURCHASE

Terms of offer are set out in under Section "Particulars of Offer" above. Below are the general terms and conditions.

Issue

Issue of the Debentures of the face value of Rs. 10,00,000/- (Rupees Ten Lakhs Only) each, aggregating Rs. 155 Crores on a private placement basis in dematerialized form in one series.

Compliance with laws

The Issue of Debentures is being made in reliance upon Section 179 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013, the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, as amended from time to time and other applicable laws in this regards.

The names of the debenture trustee(s) shall be mentioned with statement to the effect that debenture trustee(s) has given its consent to the Issuer for its appointment under regulation 4 (4) and in all the subsequent periodical communications sent to the holders of debt securities.

IDBI Trusteeship Services Limited has granted its consent to be appointed as Debenture Trusteed vide its letter dated 17th February 2020 issued to the Issuer, for being of Debentures. The copy of the consent letter from IDBI Trustee Services Limited to act as the Debenture Trustee for and on behalf of the holders of Debentures is enclosed as Annexure E.

The detailed rating rationale(s) adopted (not older than one year on the date of opening of the issue) and the credit rating letter issued (not older than one month on the date of opening of the issue) by the rating agencies shall be disclosed.

ICRA Limited has assigned "ICRA AA+ @" rating to these Debentures by a letter dated 07 th February 2020 Instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk.

The above rating is not a recommendation to buy, sell or hold the Debentures or other securities and investors should take their own decision. The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies and each rating should be evaluated independently of any other rating. The ratings obtained are subject to revision at any point of time in the future. The rating agencies have the right to suspend. withdraw the rating at any time on the basis of new information etc.

If the security is backed by a guarantee or letter of comfort or any other document or letter with similar intent, a copy of the same shall be disclosed. In case such document does not contain detailed payment structures (procedure of invocation of guarantee and receipt of payment by the investor along with timelines); the same shall be disclosed in the offer document.

Not applicable

Copy of consent letter from the Debenture Trustee shall be disclosed.

The Issuer confirms that IDBI trustee Services limited has given its consent to act as the Debenture Trustee to the Debenture Holder(s) vide its letter dated 17th February 2020 . issued to the Issuer by the Debenture Trustee and such consent has not been withdrawn as of the time of filing this Information Memorandum with. Such declaration will be mentioned in all subsequent periodical communications sent to the Debenture Holders. The copy of the consent letter from IDBI trusteeship Services limited to act as Trustee for and on behalf of the holders of Debentures is enclosed as Annexure E.

Names of all the recognized stock exchanges where the Debentures are proposed to be listed clearly indicating the designated stock exchange.

The recognised stock exchange where the Debentures are proposed to be listed is BSE Limited. The details of BSE Limited are as below:

The BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001 Phone: +91 22 2272 1233/4 Fax: +91 22 2272 1919

60

204

Private & Confidential - For Private Circulation Only

(This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)

Issue/instrument specified regulations - relevant details (Companies Act, RBI guidelines, etc):

SEBI vide its circular CIR/IMD/FIIC/18/2010 dated November 26, 2010 and RBI vide its circular No. 89 dated March 1, 2012 had decided that a SEBI registered Flis/sub-accounts of Flis can now invest in primary issues of non­convertible debentures (NCDs)/bonds only if listing of such NCDs/bonds is committed to be done within 15 days of issue. In case the NCDs/bonds issued to the SEBI registered Flis/sub-accounts of Flis are not listed within 15 days of issuance to the SEBI registered Flis/sub- accounts of Flis, for any reason, then the FIi/sub-account of FIi shall immediately dispose of these NCDs/bonds either by way of sale to a third party or to the Issuer.

As per the provisions of the SEBI (Foreign Portfolio Investors) Regulations, 2014, a foreign portfolio investor shall invest only in the Securities in the primary and secondary markets including shares, debentures and warrants of companies, listed or to be listed on a recognized stock exchange in India.

The Issuer hereby undertakes that in case the Debentures are not listed within 20 days of issuance (the "Listing Period") to the SEBI registered Flis/ sub-accounts of Flis. for any reason, the Issuer shall on the next Business Day on expiry of the Listing Period redeem/ buyback the Debentures from the Flis/sub- accounts of Flis or shall arrange for a third party to purchase such Debentures.

Application Process:

1) How to apply

Since the Issue Size is below INR 200 Crore (including previous issues in the current financial year) hence the Issuer is not required to abide by SEBI Circular SEBI/HO/DDHS/CIR/P/2018/05 dated 5 January 2018 providing guidelines for 'Electronic book mechanism for issuance of securities on private placement basis' along with operational guidelines issued by BSE providing Operational Guidelines for issuance of Securities on Private Placement basis through an Electronic Book Mechanism.

Hence Only 'Eligible Investors' as given hereunder may apply for the Debentures by completing the Application Form in the prescribed format in BLOCK LETTERS in English as per the instructions contained therein. The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the relevant Application Form. No application can be made for a fraction of a Debenture. Application Forms should be duly completed in all respects and applications not completed in the said manner are liable to be rejected. The name of the applicant's bank, type of account and account number must be duly completed by the applicant.

2) Payment instructions

The debenture application money must be remitted to the Company's bank account as per the details given below, by NEFT / RTGS:

Bank Name 8- Address IFSC Code Bank Account No. Type of Account Axis Bank Limited UTIB0000415 020010200004156 Current Account Lokhandwala-Andheri Branch

3) Submission of completed Application Form

All applications duly completed accompanied by account payee cheques/ drafts/ application money/ transfer instructions from the respective investor's account to the account of the Issuer. shall be submitted at the registered office of the Issuer.

4) Who can apply

Only Eligible Investors. individually addressed through direct communication by the Issuer, are eligible to apply for this private placement of Debentures. No other person may apply.

Nothing in this Information Memorandum shall constitute and/or deem to constitute an offer or an invitation to an offer. to be made to the Indian public or any section thereof through this Information Memorandum and its contents should not be construed to be a prospectus under the Companies Act.

205

Private e. Confidential - For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)

This Information Memorandum and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly through a communication by the Issuer and only such recipients are eligible to apply for the Debentures.

Note: Participation by potential investors in the Issue may be subject to statutory and/or regulatory requirements applicable to them in connection with subscription to Indian securities by such categories of persons or entities. Applicants are advised to peruse the Debenture Trust Deed and further ensure that they comply with all regulatory requirements applicable to them, including exchange controls and other requirements. Applicants ought to seek independent legal and regulatory advice in relation to the laws applicable to them.

5) Application Procedure

Potential investors will be invited to subscribe by way of the Application Form prescribed in the Information Memorandum during the period between the issue opening date and the issue closing date (both dates inclusive). The Issuer reserves the right to close the Issue at an earlier date upon the issue being fully subscribed.

6) Basis of Allotment

Notwithstanding anything stated elsewhere, the Issuer reserves its full, unqualified and absolute right to accept or reject any application, in part or in full, without assigning any reasons thereof. Subject to the aforesaid, in case of over subscription, priority will be given to investors on a first come first serve basis. The investors will be required to remit the funds as well as submit the duly completed Application Form along with other necessary documents to Adani Ports and Special Economic Zone Limited by the Deemed Date of Allotment.

7) Applications to be accompanied with bank account details

Every application shall be required to be accompanied by the bank account details of the applicant and the magnetic ink character reader code of the bank for the purpose of availing direct credit of all amounts payable to the Debenture Holder(s) through electronic transfer of funds or RTGS/NEFT.

8) Applications under Power of Attorney

A certified true copy of the power of attorney or the relevant authority as the case may be along with the names and specimen signature(s) of all the authorized signatories and the tax exemption certificate or document, if any, must be lodged along with the submission of the completed Application Form. Further modifications or additions in the power of attorney or authority should be notified to the Issuer or to its agents or to such other person(s) at such other address(es) as may be specified by the Issuer from time to time through a suitable communication.

In case of an application made by companies under a power of attorney or resolution or authority, a certified true copy thereof along with memorandum and Articles and/ or bye-laws along with other constitutional documents must be attached to the Application Form at the time of making the application, failing which, the Issuer reserves the full, unqualified and absolute right to accept or reject any application in whole or in part and in either case without assigning any reason thereto. Names and specimen signatures of all the authorized signatories must also be lodged along with the submission of the completed application.

In case of an application made by mutual funds, Flis and sub-accounts of Flis, a certified true copy of their SEBI registration certificate must be attached to the Application Form at the time of making the application. failing which, the Issuer reserves the full, unqualified and absolute right to accept or reject any application in whole or in part and in either case without assigning any reason thereto.

9) PAN Number

Every applicant should mention its Permanent Account Number ("PAN") allotted under Income Tax Act, 1961. on the Application Form and attach a self-attested copy as evidence. Application Forms without PAN will be considered incomplete and are liable to be rejected.

62

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10) Issue Programme:

Issue Opening Date Issue Closing Date Deemed Date of Allotment 2sth February 2020 23th February 2020 23th February 2020

The Issuer reserves the right to change the Issue time table, including the Deemed Date of Allotment, at its sole discretion, without giving any reasons therefore or prior notice. Debentures will be open for subscription at the commencement of banking hours and close at the close of banking hours on the dates specified in this Information Memorandum.

11) Depository Arrangements

The Issuer shall make necessary depository arrangements with NSDL and CDSL for issue and holding of Debentures in dematerialised form.

12) Debentures held in Dematerialized form

The Debentures will be issued and allotted in dematerialized form on the Deemed Date of Allotment. The Issuer has made arrangements with the NSDL and CDSL for the issue of Debentures in dematerialized form. The depository participant's name. depository participant identification number and beneficiary account number .must be mentioned at the appropriate place in the Application Form. The Issuer shall take necessary steps to credit the Debentures allotted to the depository account of the investor.

13) List of Beneficiaries

The Issuer shall request the Depositories to provide a list of beneficiaries as at the end of the relevant Record Date. This shall be the list. which will be used for repayment of redemption monies. as the case may be.

14) Trustee for the Debenture Holder(s)

The Issuer has appointed IDBI Trusteeship Services limited to act as trustee for the Debenture Holder(s). The Issuer and the Debenture Trustee entered into the Debenture Trust Deed inter alia, specifying the powers, authorities and obligations of the Debenture Trustee and the Issuer. The Debenture Holder(s) shall, without further act or deed, be deemed to have irrevocably given their consent to the Debenture Trustee or any of its agents or authorized officials to do all such acts. deeds. matters and things in respect of or relating to the Debentures as the Debenture Trustee may in its absolute discretion deem necessary or require to be done in the interest of the Debenture Holder(s) in accordance with the provisions of the Debenture Trust Deed and the other transaction documents. Any payment made by the Issuer to the Debenture Trustee on behalf of the Debenture Holder(s) shall discharge the Issuer pro canto to the Debenture Holder(s). The Debenture Trustee will protect the interest of the Debenture Holder(s) with regard to repayment of principal and redemption premium and will take necessary action, subject to and in accordance with the Debenture Trust Deed, at the cost of the Issuer. No Debenture Holder shall be entitled to proceed directly against the Issuer unless the Debenture Trustee, having become so bound to proceed, fails to do so. The Debenture Trust Deed shall more specifically set out the rights and remedies of the Debenture Holders and the manner of enforcement thereof.

15) Sharing of Information

The Issuer may, subject to applicable law. exchange, share or part with any financial or other information about the Debenture Holder(s) available with the Issuer. with credit bureaus, agencies and statutory bodies, as may be required and the Issuer shall not be liable for use of the aforesaid information.

16) Debenture Holder not a Shareholder

The Debenture Holder(s) will not be entitled to any of the rights and privileges available to the shareholders of the Issuer. The Debentures shall not confer upon the Debenture Holders the right to receive notice(s) or to attend and to vote at any general meeting(s) of the shareholders of the Issuer.

17) Splitting and Consolidation

Splitting and consolidation of the Debentures is not applicable in the demat mode form since lot is one Debenture.

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(This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)

18} Notices

Notices and communications will be sent in accordance with the provisions of the Debenture Trust Deed.

19) Debenture redemption reserve

The Company shall maintain the debenture redemption reserve as per section 71(4) of the Companies Act, 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules, 2014 and circulars issued by Central Government in this regard.

20) Succession

In the event of winding-up of the holder of the Debenture(s). the Issuer will recognize the executor or administrator of the concerned Debenture Holder(s), or the other legal representative as having title to the Debenture(s). The Issuer shall not be bound to recognize such executor or administrator or other legal representative as having title to the Debenture(s), unless such executor or administrator obtains a probate or letter of administration or other legal representation, as the case may be, from a court in India having jurisdiction over the matter.

The Issuer may, in its absolute discretion, where it thinks fit, dispense with the production of the probate or letter of administration or other legal representation, in order to recognize such holder as being entitled to the Debenture(s) standing in the name of the concerned Debenture Holder on production of sufficient documentary proof or indemnity.

21) Mode of Transfer/ Transmission of Debentures

The Debentures shall be transferable freely to all classes of Eligible Investors. The Debenture(s) shall be transferred and/ or transmitted in accordance with the applicable provisions of the Companies Act. 1956, the Companies Act, 2013 and other applicable laws. The provisions relating to transfer, transmission and other related matters in respect of the shares of the Issuer contained in the Articles of the Issuer, the Companies Act, 1956 and the Companies Act, 2013 shall apply, mutatis mutandis (to the extent applicable to debentures), to the Debentures as well. The Debentures held in dematerialised form shall be transferred subject to and in accordance with the rules or procedures as prescribed by NSDL and CDSL and the relevant depository participants of the transferor or transferee and any other applicable laws and rules notified in respect thereof. The transferee(s) should ensure that the transfer formalities are completed prior to the Record Date. In the absence of the same, redemption will be made to the person, whose name appears in the register of Debenture Holders maintained by the Depositories under all circumstances. In cases where the transfer formalities have not been completed by the transferor, claims, if any, by the transferees would need to be settled with the transferor(s) and not with the Issuer. The normal procedure followed for transfer of securities held in dematerialized form shall be followed for transfer of these Debentures held in electronic form. The seller should give delivery instructions containing details of the buyer's depository participant account to his depository participant.

Investors may note that subject to applicable law, the Debentures of the Issuer would be issued and traded in dematerialised form only.

22) Purchase and Sale of Debentures by the Issuer

The Issuer may, at any time and from time to time, purchase Debentures at the price available in the debt market in accordance with applicable law. Such Debentures may, at the option of the Issuer, be cancelled, held or reissued at such a price and on such terms and conditions as the Issuer may deem fit and as permitted by law. In the event of purchase of Debentures by the Issuer, the Issuer will not be entitled to any of the rights and privileges available to the Debenture Holders including right to receive notices of or to attend and vote at meetings of the Debenture Holders.

23) Effect of Holidays

Should any of the dates defined above or elsewhere in this Information Memorandum other than the Deemed Date of Allotment, fall on a Sunday or is not a Business Day,, the preceding day (Business Day) for Principal payments and next day (Business Day) for Interest payments shall be considered as the effective date(s). In case the Record Date/ book closure date falls on a Sunday or is not a Business Day, e day prior to the said date shall be the Record Date/ book closure date.

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24) Allotment Intimation

Private 8- Confidential - For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)

The Debentures will be allotted to investor in dematerialized form and will be directly credited to the beneficiary account as given in the Application Form after verification.

25) Deemed Date of Allotment

All the benefits under the Debentures will accrue to the Investor from the specified Deemed Date of Allotment.

26) Record Date

The record date for repayment of redemption amount shall be 15 Days prior to the date of redemption of such Debentures. the date of payment of interest or the redemption date.

27) Re-issue of Debentures

Where the Issuer has redeemed such Debentures. subject to the provisions of the Companies Act and other applicable provisions. the Issuer shall have the right to keep such Debentures alive for the purpose of reissue and in exercising such right, the Issuer shall have the power to re-issue such Debentures, subject to the representations, warranties and covenants of the Issuer under the Debenture Trust Deed being met. either by re-issuing the same Debentures or by issuing other Debentures in their place.

28) Refunds

For applicants whose applications have been rejected or allotted in part. refund orders will be dispatched within 7 days from the Deemed Date of Allotment of the Debentures.

In case the Issuer has received money from applicants for Debentures in excess of the aggregate of the application money relating to the Debentures in respect of which allotments have been made. the Registrar and Transfer Agent shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess. if any.

If the Debentures are not listed on the WDM Segment of the BSE Limited within 20 (twenty) Business Days. the entire amount will be refunded to the Debenture Holders.

29) Payment on Redemption

Payment on redemption will be made by way of cheque(s)/ redemption warrant(s)/ demand draft(s)/ credit through RTGS/NEFT system/ funds transfer in the name of Debenture Holder(s) whose names appear on the list of beneficial owners setting out the relevant beneficiaries· name and account number. address, bank details and depository participant's identification number given by the Depositories to the Issuer and the Registrar and Transfer Agents on the Record Date. All such Debentures will be simultaneously redeemed through appropriate debit corporate action.

The Debentures shall be taken as discharged on payment of the redemption amount by the Issuer on maturity to the registered Debenture Holder(s) whose name appears in the register of Debenture Holder(s) on the Record Date. Such payment will be a legal discharge of the liability of the Issuer towards the Debenture Holder(s). On such payment being made, the Issuer will inform NSDL and CDSL and accordingly the account of the Debenture Holder(s) with NSDL and/or CDSL, as the case may be, will be adjusted.

The Issuer's liability to the Debenture Holder(s) towards all their rights including for payment or otherwise shall cease and stand extinguished from the due dates of redemption in all events. Further the Issuer will not be liable to pay any compensation from the dates of such redemption. On the Issuer dispatching the amount as specified above in respect of the Debentures. the liability of the Issuer shall stand extinguished.

65

209

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MATERIAL CONTRACTS, AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER

By the very nature and volume of its business, the Issuer is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of the Issuer.

However, copies of these contracts/ documents referred below may be inspected at the Registered Office of the Issuer between 10.00 am and 2.00 pm on any Business Day until the issue closing date.

1. Memorandum and Articles of the Issuer; 2. Certified true copy of the resolution passed by the Board dated 6 th February 2019 approving the issue of

Debentures; 3. Certified true copy of the Special resolutions passed by the shareholders of the Issuer under Section 42 and 71

of the Companies Act, 2013; 4. Copies of the annual reports of the Issuer for the last three years; 5. Rating letter from the Rating Agency; 6. Consent letter given by IDBI trusteeship Services limited for acting as trustee for the Debentures offered under

this Issue; 7. Debenture Trustee Agreement entered into between the Issuer and the Debenture Trustee pursuant to this

issue of the NCO;

DECLARATION

a. The Company has complied with the provisions of the Act and the rules made thereunder:

b. The compliance with the Act and the rules does not imply that payment of dividend or interest or repayment of the Debentures, if applicable, is guaranteed by the Central Government: and

c. The monies received under the Issue shall be used only for the purposes and objects indicated in the Information Memorandum.

I am authorized by the Board of Directors of the Company vide resolution dated 6 th February 2019 to sign this form and declare that all the requirements of Companies Act, 2013 and the rules made thereunder in respect of the subject matter of this form and matters incidental thereto have been complied with. Whatever is stated in this form and in the attachments thereto is true, correct and complete and no information material to the subject matter of this form has been suppressed or concealed and is as per the original records maintained by the promoters subscribing to the Memorandum of Association and Articles.

It is further declared and verified that all the required attachments have been completely, correctly and legibly attached to is form.

Nam

Designation

Place

Date

d Special Economic Zone Limited

: Ani h Shah

: Authorized Signatory

: Ahmedabad

: 26.02.2020

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{This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)

ANNEXURES

A. Credit Rating Letter B. Application Form C. Contingent liabilities of the Company D. Related Party Transactions E. Consent letter of Debenture Trustee F. Consent letter of Registrar and Transfer Agent G. Copy of Board Resolution H. Copy of Shareholders' Resolution

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Annexure A: Credit Rating Letter:

ICRA

Mr. Deepak fdaheshwari Chief Financial Officer

CONFIDENTIAL

Ws Adani Ports and Special Economic Zone Uinlted 3rd Floor, North Wing, Adani Hoose, Shanligmm, S G Highway, Ahrr,edaba:i - 382 421

Dear Sir,

ICRA Li1nited

Ref No: 2019·20/AHM/419 February 7, 2,;no

Re: ICRA rating for Rs. 7000 ctofe Non Convertible Debenturl!! {NCO} programme of Adan! Ports and Special Economic Zone Limited {APSEZL)

Please re&lr to ~·our request dated February 6, 2{,20 for revalidating the rating letter issued for the cap.!Joned programme.

We confirm that too rat~ of [!CRAJM+ {pl'onooncE.;las [lCRAJdouble A plus) under wa!l:h with negative implications assigned to your capli:med programme and fast communicated lo yoo vide our lottor dated January 13, 2020 stands. lnsirumenls with (ICRAJAA• tating are CCo$iderro to r,ave high degree of safety regafC.¼lg time,y sef\iii;i.1g ol in.incial obligaoons

The Olher terms and condilions for lhe credit rating of the aforamentbood Instrument e-hail remain tt1e same as communicated vide = letter Ref. 2019-20IAHM/3B8 dated January 13. 2020.

We look forward lo further strengthening our exist'ng relatiooship and assure yC!J al our best seriices.

V'11m kind regards,

An.kit Patel Vy;,e President & Co-head Cofl)Qlale Ra11119s ankil.c.a;telr@icraindia.com

Parth Shah Analyst Corporate Raiings pa,1h.shah@lcr?!['&['1fQ!ll

1809-H.11, Stiapa!h v TeL : +91.79.40271500,1501 vVabsita www.icra.in ······:'.1

Opp. Kam,'lva1i Club CIN : l7 4999DL 19':i 1PLC042749 Email ir.TP@icraindia.com S.G. Highway, Ahmadabad. 380015 . Holpdesk +91.124,3341580 Registered Office· 1105, Kallash Building, 11' Floor, 26 Kasiurba Gandhi Marg, Nt!w D!llht • 110001. Tel.: +91.11.23357940·45

RATING RESEARCH INFOF:lMATION

71860

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(This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)

ICRA

Mr, CRepak Maheshwali Chief financial O(ficer Mis Adani Ports and Special Economic Zone Limited 3rd Floor, North Wing, 1\dani Hous.o, Shanr.1gram, S G r.tghway. llhmedabad - 382 421

CONFIOEITTlAL

ICRA Limited

Ref No: 2019-20lAHMJlS8 JalllUlfY 13, 2020

Re: ICRA Credit Rating for Rs 7000 crore Non Convertible 0/lbenture {NCO} Programme of Adani Ports and Special Economic Zone Limited {APSEZL} following occurrence/ announcement of Material event {instromeflt detitils In AnnexuraJ

This is in refefimce ~ !he penodic mollitcriig ol lGRA as:'Jgned cred;t ra1ing ior ihe NCO programme of APSEZL.

Please nole !Ml the Rating Ccmnliltee of ICRA, a~er due CClls,defalkJt1 of the latest developrnenl In yow ccmpan)\ has placed !lMJ long­term rating of [ICRA)AA+ (ptOOO-J~>d as [lCRA] doubfo A plus} under watch with negative implications on your ccmpany's ro::iremenfor.ed NCO programme. lns1ruments 'iiith [ICRA]AA rating are considered tc ~,ave high degree of $afeiy regarding time,y ser&ing of financial oblfgalioos. Sucti instrurnenis carry •;er/ row credit ri~. Wilt.in this category mooi1iers r•· (plus) I• •"(minus)} can be used w~h 6,e r,iijng symbols. The rr.odi!iers reaec! I.Ile comparative star,ding wi!hin the categor;.

In any o! ','O!Jf publitity matl.:rial Of ot:ier document v,heirever yoo are usillg our at:ove rating. i1 should be stated as [ICRA]AA t@.

This ra~ is specific to lhe terms l!!ld conditions of lhe proposed is..5ue as was ind:;::ated to us by you and any change in lhe terms or size of the Issue would require the rat:ng !o te re11ill..,,,oo by us. ff them is any chan1,-l! in U1e terms and cct1dltions or size of the instrument ra\ed, as abote, the same must~ brougl'II '!Cl l.)Jt 11Ctice before !he issue of the ms:runw.11L If there i~ any s~Y.:h change afl.er !he rating is i!$Sigl'.ed by us and accepted by yoo, it would te subject to our review and ma'/ result in change in the r.ating assigned,

lCRA resor.es the ngflt to re•,'.ew a1}d/ or, re•,,se tr,e above ra!lng at any time on tho bas,s or 1\,aw mfo,matioo or una·,;,ilability of informooon or such other ciraims!ances. \\hii:h ICRA belie•;es, may ha•,e an impact oo the rating as.~igned to you.

The rating, as afC!esald. ho,,-ever, s.llould not l:le !reated as a recommenrl<llion lo buy, sell or ho'd the lnslruments issued by you,

You am requested to lumish a mcm01ly 'No Default Statement (NDS)' (in Ille format encloS<!!d) on 1t1e fr.;t working day of every mcmh, confirming !tie timeliness of paymenl of all obligations agam.st the rated debt programme. This is ill !lne with rnquir001c11ts as prewiboo in circular dated J11ne 30, 2017 on 'Monitoring ar.d Review of R;;iings by Credt Rating Agencies(CRAs)' is'Sued cy the Securiues and Exchange Seard of India.

Yeo ate als.o requested to forth,'lllh inform us at:,:,Jt any default or delay in repayment of interest or principal arnounl of the instrumoot rated. as above. or any other dett instruments/ borrow:ng and kt-ep us infooned of any other developments which may have a direct C! indirect impact on lhe debl servicing ca~ility of Ill;; Cllmpany indvding any proposal for re•schedulement or postpooemenl of the repayment programrr;es of tt,~ dues/ debts of lhe company wil/1 any lender($) I in·,-esior(s). F11rther. yoo are requested to inlorm us immediately as and 1,t1e11 !ho borrowing Ftmit ior lho i,1s~ufl1'2at rated, as abo•,e, or as prescribed by 1r.e regu!alol')' au,l\ority(ies) is excee::ied.

r\

t•J10.~ lLu~k

1809·18t1,S11apathV TeL: +91.79.40271500/501 Website :wv,w.icra.in Opp. Kama,-ati Club CIN : L7 49990U 991 PLC!:J427.t9 Email : info@icraindla.com S.G, Highway, Anme-dabad. 3800 t 5 Helpdesk: +91. 124.3341580

Registered Of lice: 1105, Kail.ash Building, 11 ''Floor. 26 Kasturba Gandhi Marg, Nevr Delhi • 11 C-001. Tel. : + 91. 11.2335794!)-45

RATING RESEARCH INFORMATION 71819

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(This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)

ICRA

We thank you ior yo,Jr kind cooperation exter.::!ed during !n{l C-Ourse of the ratillg exercise. Please let us know if you nlN!d any clarification.

We lcoi: lor11ard lo further strengthening our existing relationship and assure yc,a of our best services.

Yours sincerely. for ICRA Limi!ed

lv\~\lllt&-~jsJ wj). Mayank Agrawal Ass.'stant Vice President COTPQfi!!e Ratings !'.!LiD~.l@i(;raiodl\liQffi

ICRA

Annexure

Detalls of NCO progr:amme

Instrument Amount rRs. Crorel

Non Co.'>vertible 494 De~ruures

Non Convertible 252 Oe!;enlures

Non Convertible 200 Del:enlures

Noo Conve;tible 1300 Debool.urn·s

Noo Comarlible 1000 Debentures

Non Con~erllble 1€00 Debentures

Non Cmwertt!e 1500 Debentures (Propos;;d)

Non Comert:'bie 654 Debentures (Unal>xaled) TOTAL AMOUNT

7000 RATEO

Parth Shah ft;ia!yst Corporate Ratings parth.shali@icraindia .ccm

Maturity Rating

Redeemable at 1hree annual equal im,talrnents IICR/,]AA•@: IIOOei watch cornmencino from February 25 202i ·,1itn nega!we implicalioo.s

Rede-...mable at par oo July 4. 2026. !lCRI\JAA+@; lll',:ler watch with neaawe imoticatioos

Rede"..mable at two artlliilal instalments of Rs. [lCR.\jAA+@; undei watch 100 Cron May 26, 2023 & M:ay 27. 2026

r1;s~ely. wiL'l naga!ive implications

Reoeemat4e at three annual equal insla:menls [lCRA.jAA+@; under watch commencinc ftom 291h Nawmber 2024 wilh neaallve ill'd'i::ations Rooeemal:..e al lhree annual equal instalments [lCRA~\rlJfunder waldl rommeneiw~ from 077•}',l.aich 2025 with negati'P. invkalions. Redeemat4e in three equal r.ostalments in

[lCRAjAA+@; under watch Octcbef 2025. Octocer 2026 and October 20:?.7 wilh nogati,'ii implltalions

[ICRAlAA+@: under walcit - wi1h necative implications [ICRA),V•.•@: under watch - wi1h neoative implications {ICRA]AA+@; under watch with neoallve lmp!icatlons

tSINNO.

lNEl 42f07171

lNE7 42F07361

INE7 42f07J46 .& 1NE742F07J53

INE742F07411

INE:742F07429

INE742F07437

.

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{This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)

Annexure B: Application Form:

Adani Ports and Sp&ci,:11 Economic Zone Limited Registered Office: Adani House. Near Mithakhali Six Roads~, Nnvrangpura. Ahmedabad 380 009; CJN; L63090GJ1998PLC034182 Telephone: +91-79-25555101/102; Fax: +91-79-25555500;

Application Form No. __ _

APPLICATION FORM FOR PRIVATE PLACEMENT OF RATED. LISTED. SECURED. REDEEMABLE. NON.CONVERTIBLE DEBENTURES ("THE DEBENTURES")

The Board of Directors

Dear Sirs, Having read, understood and agreed to the contents and terms and conditions of Adani Ports and Special Econoniic Zone Limited Disclosure Document dated [ ]. I/we hereby apply for allotment to me/us, of the under mentioned Debentures (hereinafter referred to as "Debentures·). out of the Private Placement Issue. I/We irrevocably give my/ our authority and consent to IDBl Trusteeship Services Limited. to act as my/our Trustees .:md for doing such acts and signing such documents as are necessar1 to caw/ out their duties in such c.apacitv. The amount payable on application as shown below is remitted herewith. I/We note that the Board of Directors are entitfed in their absolute discretion to accept or reject this application in ·-.hole or in pan 'hithout assigning any reason whatsoever.

For Office Use Only

Date of R.eceirt of Aprication I J I I I I J l 19

Date of Clearance of Cheque

I I I I I I I 17 1 9

lN/e confirm that lfwe have not received and will not receive any c01nmission or brokerage or- any other incentive in any form. directly or indirectly. foc subscribing to the issue. APPLICANT'S OET AILS (PLEASE READ CAREFULLY THE INSTRUCTIONS ON THE NEXT PAGE BEFORE FILLING UP THIS FORM)

SECOND APPLICANTS NAME

I I I I I I I I I I I I I THIRD APPLICANTS NAME

I I I I I I I I I I I I I ADDRESS (Do not""' eat name) Post Box No. alone is not sufficient)

I I I I I I I I I I I I I I I I I I I I

TEL FAX PINCOOE

SOLE/ FIRST APPLtr:ANT CATEGORY (Tick one) - - INVESTMENT OETAlLS -D Scheduled Commercial Bank Face Value Rs. 10,00.000/- (Rupees Ten Lacs Only) per

Debentures D Financial lnstituttOf\ Issue Price Rs. 10,00,0001- (Rupees Ten Lacs Only) per

Debentures D Insurance Company Minimum Apphcation 1 Debentures and in multiple of 1 thereafter D Mutual Fund Tenure 0 Comoanvl Bodv Cor=te Amount oavable oer O,,,t,enture (il Rs. 10,00,000/-D ProvidenV Gratuitv/ Superannuation Fund Trust Na. of Debentures Applied For (ii) D Others (please spec,fy) - Total Amount Payable (Rs.) (in f,g) (,)xiii)

DETAILS FOR INTEREST PAYMENT/ REDEMPTION (Rel lnstrucnons) PAYMENT DETAILS RTGS derails of Sole/ First Applicant Cheque/ Demand Draft No.

BankA/cNo. I Dated Name of lhe Bank I Dra-Nn on (Name of the Bank) Address of the Branch ) Branch Banker's IFSC Code I

Applicants can altemau·,ety renul their application money through RTGS to Ax,s Bank Ltd.,,. Law Garden Branch havmg IFSC code number UTIB0000003

SOLE/ FIRST APPLICANTS BANK DETAILS (Ref. Instructions) INCOME TAX DETAILS (Ref. Instructions) Bank Name Sole/ First Applicant Second Appl,cant Thu:d Applicant Branch P.A.NI G.IR NO. Citv Account Nun,ber I. T. Circle/ Warcll 0.stnct No. Tvne of Account D Savinos D Current D Others

TO BE FILLED IN ONLY IF THE APPLICANT IS AN INSTITUTION

~~~,~,?!, ~~~~~~,!t.~!~.~~~~ ,~!9~~~l,'-?!.y( i~~,), . 1. 2. 3 ~ ~ DETAILS FOR ISSUE OF DEBENTURES IN ELECTRONIC/ DEMATERIALISED FORM .

[)e""";IOfV Name ( ole::ise tick l D NSDL I □ CDSL Deoos.itorv Panicioant Name DP-ID Number Client-ID Beneficiar1 Account Number Name of the Applicant

APPLICANT'S SIGNATURE(Sl Sole/ First Applicant

Second Applie-~nt

Third Apphcant

----•----•---•---·----·---•---•---{Tear Here)---•----"---·---•---•---•----•---

Ad:ini Ports and Speci::il Economic Zone Limited Registered Office: Ad;:mi House, Near Mithakhali Six Roads, Navrangpura, Ahmedabad - 380009. Telephone.+91-79-255551011102; Fax: +91-79-25555500 ~~~=d from _____________________________ _

~a~Zt~~•Hon fo< _____ Debentures v~de Cheque/ Demand Draft No. ______ _

Dated ______ amounting to Rs. ____________________ _

Note: Cheque(sj are subject to realisation.

ACKNOWLEDGEMENT SUP

Application Form No. __ _

AH future comrnurncauon in connect.ton wtth this appl1catr-0n shoold be addressed lo the Re,;)iStrJfS: "Llnk lnttme ln<!ia P-,,t. Ltd. [Address: C-101. 247 Part. L.B S Marg, V1khroi1 ('/'lest}, Mumbal-400083. Tel: 022-1918627C, F;a;;;;: 022-49186060} QUOting fuH narrie of Sole/ First . .\p~.11cant. . .!...pp,ll<:3tion No., Number of Debenture-s applied for. Date, Bank and Br..mch ·Nhere the appticatoo was submitted and Che-OU"?/ Oem;Jnd Draft Number - uino Banke

215

Private 8 Confidential - For Private Circulation Only

(This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)

INSTRUCTIONS

1. Application forms must be completed in full in BLOCK LETTERS IN ENGLISH. A blank space must be left bel'Neen t'-No or more parts of the name.

IA Is Jc Jo JE IT ID

Signatures should be made in English or in any of the Indian languages. Thumb impressions must be attested by an authorised official of a Bank or by a Magistrate/ Notary Public under his/ her official seal.

2. Application Form must be accompanied payment made by way of electronic transfer of funds through RTGS / NEFT mechanism for credit in the account of Axis Bank ltd. at Lokhandwala-Andher Branch having IFSC code number UTIB0000415, Current Account No 020010200004156, MICR code 400211037.

3. Outstation cheques, cash, money orders. postal orders and stock invest shall not be accepted.

4. As a matter of precaution against possible fraudulent encashment of interest warrants due to loss/misplacement, applicants are requested to mention the full particulars to their bank account, as specified in the Application Form. Interest warrants will then be made out in favour of the bank for credit to the applicant's account. In case the full particulars are not given, cheques will be issued in the name of the applicant at hist her risk. Alternatively the applicants may furnish their RTGS details for receipt of interest/ redemption amount(s) through RTGS mode.

5. Receipt of applications will be acknowledged by the respective Collecting Branch of the Bank in the "Acknowledgment Slip". appearing below the Application Form. No separate receipt will be issued.

6. All applicants should mention their Permanent Account Number or the GIR number allotted under Income­Tax Act. 1961 and the Income-Tax Circle/Ward/District. In case where neither the PAN nor GIR number has been allotted, the fact of non-allotment should be mentioned in the application form in the space provided.

7. The application would be accernted as per the terms of the Scheme outlined in the Disclosure Document for Private Placement dated 20 h May. 2019.

72

216

Annexure C:

Private 8 Confidential - For Private Circulation Only

{This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)

Contingent Liability of the Company - Consolidated

Contingent Liabilities not provided for Rs. In Crore Sr. Particulars March 31, March 31, March No. 2019 2018 31, 2017

a Corporate Guarantees given to banks and financial institutions against credit facilities availed 345.78 773.88 772.25 by the joint venture entities. Amount outstanding there against Rs.146.33 crore(previous Year Rs.659.52 Crore).

b Corporate Guarantee given to a bank for credit facility availed by erstwhile subsidiary company, Refer Refer Refer Mundra Port Pty Limited, Australia read with note (t) below. (Amount outstanding there against note (s) note (s) note (s) Rs. Nil (previous year Rs.1,877.04 crore) below below below

C Bank Guarantees and Letter of Credit facilities availed by the joint venture entities and other 271.96 240.08 267.21 group company against credit facilities sanctioned to the company.

d Bank Guarantees given to government authorities and bank (also includes DSRA bank 173.37 134.30 159.98 guarantees given to Bank on behalf of subsidiaries and erstwhile subsidiaries.)

e Civil suits filed by the Customers for recovery of damages against certain performance 0.94 0.94 0.94 obligations. The said civil suits are currently pending with various Civil Courts in Gujarat. The management is reasonably confident that no liability will devolve on the Company in this regard and hence no provision is made in the books of accounts towards these suits.

f Show cause notices from the Custom Authorities against duty on port related cargo. The 0.14 0.14 0.14 Company has given deposit of Rs.0.05 crore (previous year Rs.0.05 crore) against the demand. The management is reasonably confident that no liability will devolve on the Company and hence no liability has been recognised in the books of accounts.

g Customs department notice for wrongly availing duty benefit exemption under DFCEC Scheme 0.25 0.25 0.25 on import of equipment. The Company has filed its reply to the show cause notice with Deputy Commissioner of Customs, Mundra and Commissioner of Customs, Mumbai against order in original. The management is of view that no liability shall arise on the Company.

h Various show cause notices received from Commissioner/ Additional Commissioner/ Joint 36.49 36.49 24.78 Commissioner/ Deputy Commissioner of Customs and Central Excise, Rajkot and Commissioner of Service Tax, Ahmedabad and appeal there of, for wrongly availing of Cenvat credit/ Service tax credit and Education Cess credit on input services and steel, cement and other fixed assets during financial year 2006-07 to 2014-15. In similar matter, the Excise department has demanded recovery of the duty along with penalty and interest thereon. The Company has given deposit of Rs.4.50 crore (previous YearRs.4.50 crore) against the demand. These matters are pending before the Supreme Court, the High Court of Gujarat, Commissioner of Central Excise (Appeals), Rajkot and Commissioner of Service Tax, Ahmedabad. The Company has taken an external opinion in the matter based on which the management is of the view that no liability shall arise on the Company. Further, during the earlier year, the Company has received favourable order from High Court of Gujarat against demand in respect of dispute relating to financial year 2005-06 and favourable order from CESTAT against similar demand in respect of dispute relating to FY 2005-06 to FY 2010 -11 (up to Sept 2011).

i Show cause notices received from Commissioner of Customs and Central Excise, Rajkot and 6.90 6.90 6.90 appeal thereof in respect of levy of service tax on various services provided by the Company

I and wrong availment of CENVAT credit by the Company during financial year 2009-10 to 2011-12. These matters are currently pending at High Court of Gujarat Rs.6.72 crore (previous Year Rs.6.72 crore); and Customs, Excise and Service Tax Appellate Tribunal. Ahmedabad Rs.0.15 crore (previous Year Rs.0.15 crore) and Commissioner of Service Tax Ahmedabad Rs.0.03 crore (previous Year Rs.0.03 crore). The Company has taken an external opinion in the matter based on which the management is of the view that no liability shall arise on the Company.

j Commissioner of Customs, Ahmedabad has demanded vide letter no.4/Comm./SIIB/2009 dated 2.00 2.00 2.00 25/11//2009 for recovery of penalty in connection with import of Air Craft which is owned by Karnavati Aviation Private Limited (Formerly Gujarat Adani Aviation Private Limited.). subsidiary of the Company. Company has filed an appeal before the Customs. Excise and Service Tax Appellate Tribunal against the demand order, the management is reasonably confident that no liability will devolve on the Company and hence no liability has been recognized in the books of accounts.

k In terms of the Show Cause Notice issued to a subsidiary company by the Office of the 18.33 18.33 18.33 Commissioner of Customs for a demand of Rs.18.33 Crore along with applicable interest and penalty thereon for the differential amount of Customs Duty in respect of import of Bombardier Challenger Cl-600under Non-Scheduled Operation Permit (NSOP) has been raised on the Company.

I In terms of the Show Cause cum Demand Notice issued to subsidiary company by the Office of 14.53 14.53 14.53 the Commissioner of Customs Preventive Section dated 27/02/2009, a demand of Rs.14.67 Crore along with applicable interest and penalty thereon for the differential amount of Customs Duty in respect of import of Aircraft Hawker 850 XP under Non-Scheduled Operation Permit (NSOP) has been raised on the Company.

m Notice received from Superintendent / Commissioner of Service Tax Department and show 99.86 38.98 32.07 cause from Directorate General of Central Excise Intelligence for wrong availing of Cenvat Credit /Service tax credit and Education Cess on input services steel and cement on some of the subsidiary companies. The management is of the view that no liability shall arise on the r subsidiaries companies. ,_ \Y\'

W\ 73

217

n

0

p

q r

Private & Confidential - For Private Circulation Only

(This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)

Show cause notice received from Directorate General of Central Excise Intelligence for Non- 3.71 3,71 Payment of Service Tax on Domestic Journey and on certain Foreign Service on reverse charge mechanism amounting to Rs.3.03 crore. The subsidiary company had filed appeal with Commissioner of Service Tax 8- received order for the same. The subsidiary company has filed an appeal before the Customs. Excise and Service Tax Appellate Tribunal against the order of Commissioner for confirmation of tax liability of Rs.3.71 crore (including Penalty). The subsidiary company has taken an external opinion in the matter based on which the management is of the view that no liability shall arise. The subsidiary company has paid Rs.0.35 crore under protest. During the Current year, a subsidiary company has received an adjudication order from 17.73 . Additional Superintendent from Stamps, demanding stamp duty of Rs.22.16 crore, under the provisions of the Gujarat Stamps Act, 1950 ('the Act'), payable on acquisition of Marine Business Undertaking pursuant to the scheme of arrangement approved by the National Company Law Tribunal (NCLT) in previous year. Against the said order the Company has filed Special Civil Application (SCA) and Letters Patent Appeal (LPA) with Gujarat High Court which is disposed of by the High Court during the year and subsequent to the year-end respectively on the grounds to prefer appeal with appropriate appellate authority under the provisions of the Act. After the balance sheet date. the Company has filed an appeal with the Chief Controlling Revenue Authority and deposited Rs.5.54 crore under protest for filling an appeal. As per the management's estimate, on the basis of advise from the legal experts. the Company has provided Rs.4.43 crore in the current year in accordance with the provisions of the act and also doesn't expect any additional demand. The Company has received demand notice of Rs.181.73 lacs (including Penalty of Rs.1.51 crore) 1.82 from Government of Andhra Pradesh, Department of Mines and Geology for evasion of Seigniorage fee of Rs.0.30 crore on utilization of Earth/ Gravel in development of East Quay -1 (EQ-1) in Vishakhapatnam Port Trust. The management is reasonably confident that no liability will devolve on the Company and hence no liability has been recognised in the books of accounts. Various matters of subsidiaries companies pending with Income Tax Authorities 6.05 1.29 Statutory claims not acknowledged as debts 0.46 0.46

3.71

.

.

1.13 0.46

(s) The Company's tax assessments is completed till assessment year 2015-16, pending appeals with Appellate Tribunal for Assessment Year 2011-12 and CIT (Appeals) for Assessment Year 2012-13 to 2015-16. During the year. the Company has received a favourable order from Appellate Tribunal for assessment year 2009-10 and 2010-11. The management is reasonably confident that no liability will devolve on the Company.

(t) The Company had initiated and recorded the divestment of its entire equity holding in Adani Abbot Point Terminal Holdings Pty Limited ("AAPTHPL") and entire Redeemable Preference Shares holding in Mundra Port Pty Limited ("MPPL") representing Australia Abbot Point Port operations to Abbot Point Port Holdings Pte Limited. Singapore during the year ended March 31, 2013. The sale of securities transaction was recorded as per Share Purchase Agreement ('SPA') entered on March 30, 2013 including subsequent amendments thereto, with a condition to have regulatory and lenders approvals. The Company has all the approvals except in respect of approval from one of the lenders who has given specific line of credit to MPPL. The Company received entire sale consideration except AUD 17.17 Million as on reporting date. The Company expects to receive the said amount in next year. The Company had an outstanding corporate guarantee to a lender of USO 800 million against line of credit to MPPL, which was repaid in full during the year hence the same guarantee is not effective as on reporting date. The Company had also pledged its entire equity holding of 1,000 equity shares of AUD 1 each in MPPL in favour of lender which are in the process of getting released at the reporting date. Outstanding loan against said corporate guarantee as on March 31, 2019 is Nil (previous year USO 288.00 million). Since financial year 2013-14, the Company has received corporate guarantee ('Deed of Indemnity') against above outstanding corporate guarantee from Abbot Point Port Holding Pte Limited, Singapore which is effective till discharge of underlying liability and as at reporting date is no longer effective.

74

218

Private 8- Confidential - For Private Circulation Only

(This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)

Contingent Liability of the Company - Standalone

Contingent Liabilities not provided for I Rs.In Crore Sr. No Particulars March 31, March 31, 2018 March 31. 2018

2019 a) Corporate Guarantees given to banks and financial institutions 3,297.06 1,929.13 1,041.26

against credit facilities availed by the subsidiaries and joint ventures. Amount outstanding there against Rs.1,227.06 crore(previous year Rs.1,616. 94 crore)

b) Corporate Guarantee given to a bank for credit facility availed by (refer note (refer note (I)) (refer note (I)) erstwhile subsidiary company, Mundra Port Pty Limited, Australia (1)) read with note (I) below. (Amount outstanding there against Rs. Nil (previous year Rs.1,877.04 crore)

c) Bank Guarantees and Letter of Credit facilities availed by the 1,198.33 1,778.45 1,875.36 subsidiaries and joint ventures and other group company against credit facilities sanctioned to the Company.

d) Bank Guarantees given to government authorities and banks (also 86.00 73.00 141.96 includes DSRA bank guarantees given to bank on behalf of subsidiaries and erstwhile subsidiaries.)

e) Civil suits filed by the Customers for recovery of damages against 0.94 0.94 0.94 certain performance obligations. The said civil suits are currently pending with various Civil Courts in Gujarat. The management is reasonably confident that no liability will devolve on the Company in this regard and hence no provision is made in the books of accounts towards these suits.

f) Show cause notices from the Custom Authorities against duty on 0.14 0.14 0.14 port related cargo. The Company has given deposit of Rs.0.05 crore (previous year Rs.0.05 crore) against the demand. The management is reasonably confident that no liability will devolve on the Company and hence no liability has been recognised in the books of accounts.

g) Customs department notice for wrongly availing duty benefit 0.25 0.25 0.25 exemption under DFCEC Scheme on import of equipment. The Company has filed its reply to the show cause notice with Deputy Commissioner of Customs, Mundra and Commissioner of Customs, Mumbai against order in original. The management is of view that no liability shall arise on the Company.

h) Various show cause notices received from Commissioner/ 36.49 36.49 24.78 Additional Commissioner/ Joint Commissioner/ Deputy Commissioner of Customs and Central Excise, Rajkot and Commissioner of Service Tax, Ahmedabad and appeals thereof, for wrongly availing of Cenvat credit/ Service tax credit and Education Cess credit on input services and steel, cement and other fixed assets during financial year 2006-07 to 2014-15. In similar matter, the Excise department has demanded recovery of the duty along with penalty and interest thereon. The Company has given deposit of Rs.4.50 crore (previous YearRs.4.50 crore) against the demand. These matters are pending before the Supreme Court, the High Court of Gujarat, Commissioner of Central Excise (Appeals), Rajkot and Commissioner of Service Tax, Ahmedabad. The Company has taken an external opinion in the matter based on which the management is of the view that no liability shall arise on the Company. Further, during the earlier year, the Company has received favourable order from High Court of Gujarat against demand in respect of dispute relating to financial year 2005-06 and favourable order from CESTAT against similar demand in respect of dispute relating to FY 2005-06 to FY 2010 -11 (up to Sept 2011).

i) Show cause notices received from Commissioner of Customs and 6.90 6.90 6.90 Central Excise, Rajkot and appeal thereof in respect of levy of service tax on various services provided by the Company and wrong availment of CENVAT credit by the Company during financial year 2009-10 to 2011-12. These matters are currently pending at High Court of Gujarat Rs.6.72 crore (previous Year Rs.6. 72 crore); and Customs, Excise and Service Tax Appellate Tribunal, Ahmedabad Rs.0.15 crore (previous Year Rs.0.15 crore) and Commissioner of Service Tax Ahmedabad Rs.0.03 crore (previous Year Rs.0.03 crore). The Company has taken an external opinion in the matter based on which the management is of the view that no liability shall arise on the Company. r,.,

j) Commissioner of Customs, Ahmedabad has demanded vide letter 2.00 2.00\'\ \....,, vA.po .... -••·• no.4/Comm./SIIB/2009 dated 25/11/2009 for recovery of penalty , .. ,.

~ 75.;

' ' 219

k)

I)

Private 8- Confidential - For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)

in connection with import of Air Craft which is owned by Karnavati Aviation Private Limited (Formerly Gujarat Adani Aviation Private Limited.), subsidiary of the Company. Company has filed an appeal before the Customs, Excise and Service Tax Appellate Tribunal against the demand order, the management is reasonably confident that no liability will devolve on the Company and hence no liability has been recognized in the books of account. The Company's tax assessments is completed till assessment year 2015-16, pending appeals with Appellate Tribunal for Assessment Year 2011-12 and CIT (Appeals) for Assessment Year 2012-13 to 2015-16. During the year, the Company has received a favourable order from Appellate Tribunal for assessment year 2009-10 and 2010-11. The management is reasonably confident that no liability will devolve on the Company. The Company had initiated and recorded the divestment of its entire equity holding in Adani Abbot Point Terminal Holdings Pty Limited ("AAPTHPL") and entire Redeemable Preference Shares holding in Mundra Port Pty Limited ("MPPL") representing Australia Abbot Point Port operations to Abbot Point Port Holdings Pte Limited, Singapore during the year ended March 31, 2013. The sale of securities transaction was recorded as per Share Purchase Agreement ('SPA') entered on March 30, 2013 including subsequent amendments thereto, with a condition to have regulatory and lenders approvals. The Company has all the approvals except in respect of approval from one of the lenders who has given specific line of credit to MPPL. The Company received entire sale consideration except AUD 17.17 Million as on reporting date. The Company expects to receive the said amount in next year. The Company had an outstanding corporate guarantee to a lender of USO 800 million against line of credit to MPPL, which was repaid in full during the year hence the same guarantee is not effective as on reporting date. The Company had also pledged its entire equity holding of 1,000 equity shares of AUD 1 each in MPPL in favour of lender which are in the process of getting released at the reporting date. Outstanding loan against said corporate guarantee as on March 31, 2019 is Nil (previous year USO 288.00 million). Since financial year 2013-14, the Company has received corporate guarantee ('Deed of Indemnity') against above outstanding corporate guarantee from Abbot Point Port Holding Pte Limited, Singapore which is effective till discharge of underlying liability and as at reporting date is no longer effective.

76

220

Private 8- Confidential - For Private Circulation Only

(This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)

Annexure D: Related Part Transactions of the Company: Consolidated (A) Transactions with Related Parties

Sr For the With With Key Managerial

No Particulars Year Ended Joint Other Persons

Ventures Parties and their relatives 1 Income from Port Services I Other Operating March 31, 2019 429.15 1,182.17 .

Income March 31. 2018 267,65 899.60 -March 31, 2017 144.60 1,027.79 -

2 Lease including Infrastructure Usage Income/ March 31, 2019 11.44 165.21 . Upfront Premium (Includes Reversal) March 31, 2018 449,75 17.50

March 31, 2017 4.61 131,17 -3 Income from Development of Container Terminal March 31, 2019 . . .

Infrastructure March 31, 2018 2,258.85 - -March 31, 2017 0 0 0

4 Interest Income on loans/ deposits/deferred March 31, 2019 133.16 99.75 . accounts receivable March 31, 2018 121.33 83.79

March 31, 2017 13.59 395.29 -5 Purchase of Spares and consumables, Power e, Fuel March 31, 2019 . 94.82 .

March 31, 2018 - 124.46 -March 31, 2017 - 175,90 -

6 Recovery of expenses (Reimbursement) March 31, 2019 73.81 0.01 . March 31, 2018 19.19 - -March 31, 2017 5.59 -

7 Services Availed (including reimbursement of March 31, 2019 5.37 101.10 . expenses) March 31, 2018 - 71.80 -

March 31, 2017 2.28 63,91 -

8 Rent charges paid March 31, 2019 . 8.22 . March 31, 2018 2.08 8.86 -March 31, 2017 3.80 4.98 -

9 Sales of Scrap and other Miscellaneous Income March 31, 2019 0.26 17.82 -March 31, 2018 0.57 9.01 -March 31, 2017 6.66 2.34 -

10 Loans Given March 31, 2019 280.80 1.40 . March 31, 2018 472.34 3.77 -March 31, 2017 793.64 1,223.89 -

11 Loans Received back March 31, 2019 31,61 . . March 31, 2018 55.72 4.17 March 31, 2017 - 3,747,72

12 Advance/ Deposit Given March 31, 2019 . 150.75 . March 31, 2018 - 18.00 March 31, 2017 - 140.66

13 Advance/ Deposit Received Back March 31. 2019 . 35.00 . March 31, 2018 10.00 -March 31, 2017 - 800.19

14 Investment in equity shares March 31, 2019 3.06 . March 31, 2018 48.23 -March 31, 2017 -

15 Purchase of Subsidiaries March 31, 2019 - 965,70 . March 31. 2018 - - -March 31. 2017 - 61.34 -

16 Donation March 31, 2019 59,65 . March 31. 2018 - 62.28 -March 31. 2017 8.19

17 Sale of assets March 31, 2019 . 62.84 -March 31, 2018 345.22 1.40 -March 31, 2017 - 334.20 -

18 Remuneration March 31, 2019 . . 19.20 March 31, 2018 - - 19.76 March 31, 2017 - 17.55

19 Commission to Director March 31. 2019 - . 1.00 March 31, 2018 - - 1.00 March 31. 2017 - 1.00

20 Commission to Non-Executive Director March 31, 2019 . . 0.48 March 31, 2018 . - 0.36 March 31. 2017 - 0.48

21 Sitting Fees March 31, 2019 - . 0.26 March 31, 2018 - - ,o.H March 31, 2017 - (" \...Oi1 ~

~ 77

221

Private 8- Confidential - For Private Circulation Only

(This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)

(B) Balances with Related Parties • Consolidated Rs.In Crore

Key Managerial Sr

Particulars As at With With Persons

No Joint Ventures Other Parties and their relatives

1 Trade Receivable (net of bills March 31, 2019 76.02 875.80 . discounted, refer note 5 (c)) March 31, 2018 1,505.70 955.47 -

March 31, 2017 49.55 968.32 -2 Loans March 31, 2019 1,489.04 1.40 .

March 31, 2018 1,213.37 - -March 31, 2017 793.64 0.40 -

3 Capital Advances March 31, 2019 0.09 29.75 . March 31, 2018 0.09 152.02 -March 31, 2017 2.64 162.68 -

4 Trade Payable (including provisions) March 31, 2019 4.32 26.79 . March 31, 2018 3.22 31.07 -March 31. 2017 12.50 45.26 -

5 Advances and Deposits from March 31, 2019 3.68 14.04 . Customer/ Sale of Assets March 31, 2018 3.68 14.92 -

March 31. 2017 136.74 25.95 -6 Other Financial e- Non-Financial March 31, 2019 141.76 2,088.96 .

Assets March 31, 2018 160.13 904.83 -March 31, 2017 62.77 840.14 -

7 Other Financial e- Non-Financial March 31, 2019 70.23 Liabilities March 31, 2018 - 139.95 -

March 31. 2017 0.07 15.63 8 Corporate Guarantee

March 31, 2019 USO 21.16 Mn . .

March 31, 2018 USO 32.10 USO 800 -Million Million

Rs.448 Crore -

USO 50 Million USO 800

March 31, 2017 Million -Rs.448 Crore - -

9 Corporate Guarantee (Deed of March 31, 2019 . indemnity received). Loan outstanding March 31, 2018 USO 800 USO 288 Mn (previous year USO 288 Million -

Mn) March 31, 2017

USO 800 Million -

Notes: a) The Group has allowed to some of its joint venture entities and other group company to avail non fund based bank guarantee facilities out of its credit facilities. The aggregate of such transaction amount Rs.271. 96 crore (Previous year Rs.240.08 crore) b) Pass through transactions/payable relating to railway freight, water front charges and other payable to third parties have not been considered for the purpose of related party disclosure.

78

222

Private e, Confidential - For Private Circulation Only

(This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)

Related Part Transactions of the Company: Standalone

(A) Transactions with Related Parties (Rs.in crore) Key

Sr For the With With With Other

Managerial

No Particulars

Year Ended Subsidiarie Joint

Parties# Personnel

s Ventures and their relatives

1 Income from Port Services/ Other March 31, 2019 31.44 428.65 690.22 . Operating Income March 31, 2018 25.22 267.62 473.56 -

March 31, 2017 79.40 144.60 606.60 2 Lease & Infrastructure Usage March 31, 2019 8.38 11.44 165.21 .

Income/ Upfront Premium March 31, 2018 5.52 449.75 17.50 -(Includes Reversal) March 31, 2017 5.28 4.61 131.17 -

3 Income from Development of

March 31, 2019 . . .

Container Terminal Infrastructure March 31, 2018 - 2,258.85 - -March 31, 2017 . - - -

4 Interest Income on loans/ March 31, 2019 746.78 133.16 84.79 . deposits/deferred accounts March 31, 2018 690.51 121.33 60.16 -receivable March 31, 2017 444.18 13.59 254.37 -

5 Interest Expenses March 31. 2019 19.62 . . March 31. 2018 - - - -March 31, 2017 - - -

6 Purchase of Spares and March 31, 2019 57.20 . 57.95 . consumables, Power e,. Fuel March 31, 2018 62.31 - 108.46

March 31, 2017 65.29 - 64.86 -7 Recovery of expenses March 31, 2019 0.37 73.81 - .

(Reimbursement) March 31. 2018 0.60 19.19 - -March 31, 2017 0.08 5.59 - -

8 Services Availed (including March 31, 2019 146.44 5.37 91.47 . reimbursement of expenses) March 31, 2018 88.26 - 63.49 -

March 31. 2017 53.09 2.28 47.71 -9 Rent charges paid March 31, 2019 8.17 .

March 31. 2018 0.08 2.08 8.58 March 31, 2017 3.80 4.74 -

10 Sales of Scrap and other March 31, 2019 23.88 0.26 15.28 . Miscellaneous Income March 31. 2018 27.14 0.53 8.43

March 31, 2017 6.26 6.66 0.76 -11 Loans Given March 31, 2019 6,111.41 280.50 .

March 31. 2018 5,766.04 472.34 3.27 -March 31, 2017 6,015.07 793.64 883.49 -

12 Loans Received back March 31, 2019 6,076.96 31.31 . . March 31. 2018 3,988.26 55.72 3.27 March 31, 2017 4,326.33 - 2,238.86

13 Loan taken March 31, 2019 811.00 - -March 31, 2018 - -March 31, 2017 - - -

14 Loan Repaid March 31, 2019 725.00 - -March 31, 2018 - - -March 31. 2017 - -

15 Advance/ Deposit given March 31, 2019 . . 125.75 . March 31, 2018 - - 18.00 -March 31. 2017 - - 140.66 -

16 Advance/ Deposit Received back March 31, 2019 . . 10.00 . March 31. 2018 - - 10.00 -March 31. 2017 - 800.19

17 Share Application Money Paid / Investment March 31, 2019 327.00 . . .

March 31, 2018 0.01 48.23 - -March 31, 2017 200.67 - - -

18 Purchase of Investment March 31, 2019 0.10 . . . March 31. 2018 - - - -March 31, 2017 0.05 - 61.34

19 Donation March 31, 2019 . . 39.00 . March 31, 2018 - - 48.38 March 31, 2017 - 46.58 -

20 Purchase of Property/ Assets /Land use rights March 31, 2019 1.76 . - .

March 31, 2018 - f'I ,\· ,:: 1I _.,

March 31, 2017 - - 33/:1,~0 "0'1 . ,,::f:7"\.<I,;/),•

79 ~~,: /<~~~

223

(B)

Sr No

1

2

3

4

5

6

7

8

9

10

21 Sale of Assets

22 Subscription of perpetual convertible debt

23 Redemption of perpetual convertible debt

24 Remuneration

25 Commission to Director

26 Commission to Non-Executive Director

27 Sitting Fees

28 Corporate Guarantee Given

Balances with Related Parties

Particulars

Trade Receivable (net of bills discounted)

Loans

Capital Advances

Private 8- Confidential - For Private Circulation Only

(This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)

March 31, 2019 70.07 March 31, 2018 298.11 345.22 1.40 .

March 31, 2017 . 8.19 . .

March 31, 2019 4,257.05 . . March 31. 2018 . . . .

March 31, 2017 3,907.00 . . .

March 31, 2019 950.00 . . .

March 31. 2018 . . .

March 31. 2017 . . . .

March 31. 2019 . . . 19.19 March 31, 2018 . . 19.76 March 31, 2017 . . 17.55 March 31, 2019 . . . 1.00 March 31, 2018 . . . 1.00 March 31. 2017 . . . 1.00

March 31, 2019 . . . 0.48 March 31, 2018 . . . 0.36 March 31, 2017 . . . 0.48 March 31, 2019 . . . 0.27 March 31, 2018 . . 0.13 March 31, 2017 . . 0.13

USO 270 March 31, 2019 Mn . . . March 31, 2019 47.46 March 31, 2018 884.90 . March 31, 2017 . . .

(Rs.in crore)

Key

With With With Other Parties Managerial As at

Subsidiaries Joint

# Personnel

Ventures and their relatives

March 31, 2019 19.99 75.53 708.33 .

March 31, 2018 17.80 1,505.66 557.25 .

March 31, 2017 36.79 49.55 669.22 .

March 31, 2019 8,220.90 1,489.04 572.85 March 31, 2018 8,763.37 1,213.37 March 31, 2017 7,157.60 793.64 .

March 31, 2019 . 0.09 8.19 . March 31. 2018 . 0.09 138.22 .

March 31, 2017 . 2.64 148.88 Trade Payable (including provisions) March 31, 2019 30.43 4.32 20.19 .

March 31, 2018 18.85 3.22 26.65 March 31, 2017 60.57 12.50 23.85 . March 31, 2019 0.30 3.68 9.74

Advances and Deposits from March 31, 2018 0.01 3.68 13.69 Customer/ Sale of Assets March 31, 2017 0.42 136.74 15.76 .

Other Financial 8- Non-Financial Assets March 31, 2019 458.24 141.75 1,593.91 .

March 31, 2018 447.43 160.13 759.22 .

March 31. 2017 291.99 62.77 714.55 . Borrowings March 31, 2019 86.00 . . .

March 31, 2018 . . .

March 31, 2017 . . .

Other Financial 8- Non-Financial Liabilities March 31, 2019 11.87 . 69.49 .

March 31, 2018 213.58 . 133.62 March 31. 2017 0.02 0.07 15.63

Borrowings March 31, 2019 86.00 . .

March 31, 2018 . . . .

March 31, 2017 ... •.,, . ' USO 28.50 USO 21.16 ·./·.·c""·.

Corporate Guarantee March 31, 2019 Mn Mn (\ 7 ~ ·,

~80

224

11

Private & Confidential - For Private Circulation Only

(This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)

EUR 86.88 March 31, 2019 Mn . . March 31, 2019 208.88

USO 19.21 USO 32.10 March 31, 2018 Mn Mn USO 800.00 Mn

EUR 96.53 March 31. 2018 Mn - -March 31. 2018 Rs.104.86 Rs.448 .

USO 41.48 USO March 31, 2017 Mn 50.00 Mn USO 800.00 Mn March 31. 2017 - - -March 31, 2017 - 448.00 -

Corporate Guarantee (Deed of March 31, 2019 . . . indemnity received)Loan outstanding March 31. 2018 - - USO 800.00 Mn USO Nil (previous year USO 288 Mn) March 31, 2017 . - USO 800.00 Mn

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Annexure E: Consent Letter of Debenture Trustee

IDBI Trusteeship Services Ltd ON : U65991MH2001GOI131154

CU 19-20/DEB/1335 Date: 17.02.2020

Ad.mi Pons md Sp.rial Economic Zone Limited J\dani Corpoiate Howe, 3rd floor North Wing. Shantigram SG Highway. Ahmcdabad-382421

Dear Sir.

@IDBI trustee

~to1ctiu DebenruttTru.steefor~~

This is with reference to the discussion we had regarding appoinonent of IDBI Trusreeship Services Limited as Debenture Trust<!e for the Debennue aggrngating to Rs. 280 Crorcs.

We are agreeable for i..,clusion of our name as trustee in the offer document/disdorure document or ,my other authority a.s required iubjcct to the following conditions:

l. The Company shall enter into ,vritten Debenture Trustee Agreement for the said issue before the opening of Subscription list for issue of debentures.

2, The Company agrees and unde!"'..ak6 to create the securities over t-uch of its immovable and moveable properties and on ruch terms and conditions as agreed by the Debenture holders and disclose ia the Worma!ion Memorandun1 or Disclosure Document and execute, the Debeuure/Bond Trust Deed and other necessary security d<-=-nem:s: for each series of debentures as approved by the Debenture Trustee. within a period as agreed by us in the Information Memorandum or Disclosure Document within three months from the closure of the issue or offer of debenrures.

3. The Company agrces & undenakes to pay to the Debenture Trustees so long as the}' hold the office of the Debenture Trustee, remuneration as stated above for their sen-ices as Debenture/Bond Trustee in addition to all legal. traveling and other cosu, charge;!' and expense$ which the Debenture Trustee or their officers, employe~ or agents may incur L"l relation to execution of the Debenrure/lkmd Trust Deed and all other Do<:uments affecting the Security till the monies in respect of the Debentures/Bond have been fully paid-off and the requisile formalities for satisfaction of charge in all rl':lpects, have been complied with.

4. The Companr shall agree & undertake to comply with the provisions of SEBI (Debenmre Tn.mees} Regubtions, !993, SEBI (lssuc and tbting of Debt Sec-uriti~) Regulations, 2008, SEBI Circular No. SEBI/IMD/BOND/l/2009/11/05 dated the 11m May, 2009 on Simplified Listing Agreement for Deb! S.:,curities rend with the SEBl Circular No. SEBI/lMD/OOF· l/BONDlCir-5/2009 dated the 26"' November, 2009, the Companiei Act. 1956 and the Companies Act, 2013. as amended from time to time ind other applicable provisions and agree to fumi$h to Trustees such infonnation in terms the same on regular b~sis.

~ !>le3$C ~ee to ont;,ct ,.,s for query, F0< information on our se,v,ces, visit webs,te www, idbitrvsti,e, cQJn

\ Regd. Office: Asian Building, Ground Floor, 17, R. Kamani Marg, Ballard Estate, Mumbai.- 400 001.

Tel. : 022·4080 7000 • Fax: 022-66311776 • Emait: itsl@klbitrustee.com • respoose@ldbttrustee.com Website : ww.•t.idbitrustee.com

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IDBI Trusteeship Services Ltd CIN : U65991MH2001GOI131154 @IDBI trustee

5. Any payment in respect of Debentures required to be made by the Debenture Trustee to a Debenture Holder (who i$ 3 FU Entity) at rhe time of enforcement would, if reqmred by applicable law, be subject to the prior approval of RBI for such remittance through an Authorised Dealer. The C"..()mp<lny/lnvestor shall obtain ;ill such approvals, if required. to ensure prompt and ti.'?lely payments to the ,aid Debenture Holder. Such remin~nce shall not exceed total investment (and imerust provided for herein} made by the Debenrute/B~,nd Holder (who is aFII).

Looking for.,,,ard to a fruitful association with you and assuring you of our best services at all rimes.

Thanking you,

For IDBI Trusteeship Services limited

$~ ~1~

I

(Authorized Signatory)

We accept the above terms Adani Poru and S ·Economic Zone Limited

)

P!r:,..1$"'l f~I free to contact WJ for qurny. For information on ot.ir se:vtces. vis.it website w·11w.idbitru:;te,e,.ro.in

Regd. Office: Asian Building, Ground Floor, 17, R. Kamani Marg, Ballard Estate, Mum~a[ _- 400 001. Tel. : 022--4-080 7000 • Fax: 022·6631 1776 • Email : ltsl@idbitrustee.com • response@1db1trustee.com

Website: www.ldbitrustee.com

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Annexure F:

Private 8' Confidential - For Private Circulation Only

(This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus}

Consent Letter of Registrar & Transfer Agent:

I

F ebrnaIT 19, :!020

To Adani Ports and Special Economic Zone Limired Admi House, Nr. Mithakhali Si.--.: Roads, Na·,nngpura, Ahmedabad-380009

Dear SinMadam,

Link lntime India Pvt Ltd. Cll;I: Ui7100MHiil1;~,iUijl! C· lC/l: 147 LII.S. Maf\l, Vikhrcli iW~$-1l, MLiml;l~J • 400 OBJ.

Tei: •91224918 .COO ; 491 :!2 '49J$ ~1:Ul

!•m~.J: mum?Jai@hn&lntlm,c.o;::,.:n Wttbsiw .: W;,..,t,uJ!nldotim-t!.:A.-O<in:

Sub.: Coment to act as _Registrar to the Propo;ed issue of "Rated, Listt>d, &cured, Redeemable, l"ion-Com·et·tible Debentures' Of Face Yalue of Rs. 10,00,000 L1kh Each for Ca,h at Pai· Aggregating to Rs. 280 Crores to be issued on pri.-ate pfacement basis

We refer to the subject issue and hereby accept our appoimment as 'Registrar' for Electronic Connectr.itv Provider to issue of "Rated. Listed. Secured. Redeemable. Non-Convertible Debentures" Of Face Value of Rs. 10.00.000 Lakh Ea~h for C~sh at Par Aggyegatiru! to Rs. 280 Crores and ,;ive our consent to incorporate our n~e as ·'Registrar to the hsue '' in fue offer documents. -

Our Permanent SEBI Registration Ko.: NR00000405&.

Thanking You.

Yours faithff ~

Fo,Ll~,,)~pH:id.

~~ .... Asst. Vice President • Depository Operations

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Annexure G: Copy of Board Resolution

Ports and Logistics

EXTRACT OF THE MINUTES OF THE BOARD MEETING OF ADANI PORTS AND SPECIAL ECONOMIC ZONE LIMITED HELD ON 6TH FEBRUARY, 2019 AT BOARD ROOM, ADANI CORPORATE HOUSE, SHANTIGRAM, S. G. HIGHWAY, AHMEDABA0-382421

Issuance of Secured Non-Convertible Debentures on private placement basis.

It was informed to the Board that for refinancing of existing borrowing, it is proposed to raise fond upto Rs. 2,000 crores by issuing Secured Non-Convertible Debentures (NCDs) to be listed on Stock Exchanges in one or more tranches on private placement basis to Banks/ Financial Institutions/ Mutual Funds ("eligible Investors·) and to whom the information memorandum/disclosure documents shall be circulated, inviting such eligible investors to invest in NCDs.

It was further informed to the Board that various documents need to be executed for the said purpose and accordingly, authority needs to be delegated to authorized officers of the Company, who would decide and take all necessary actions in this regard.

Board considered the same and passed the following resolution:

*RESOLVED THAT pursuant to the provisions of Section 42, 71. 179 and all other applicable provisions. if any, of the Companies Act, 2013 read with the rules made thereunder. SEBI (Issue and Listing of Debt Securities) Regulations, 2008. as amended from time to time and other applicable laws and provisions. if any and such other approvals as may be required, the Board of Directors of the Company be and is hereby authorized and shall deemed to have always been so authorized to raise or borrow from time to time at its discretion by further issue of Secured Non-Convertible Debentures (NCOs) upto a limit of Rs. 2,000 crores in one or more tranches on private placement basis:

•RESOLVED FURTHER THAT the proceeds of the NCDs would be utilized for the refinancing of existing borrowing and such debentures would be issued on such terms and conditions as may be mutually agreed between the Company and the eligible Investors.·

"RESOLVED FURTHER THAT Mr. Gautam S. Adani or Mr. Rajesl1 S. Adani or Or. J\J\alay Mahadevia or ML Karan Adan[. Directors of the Company or Mr. Deepak Maheshwari, Chief Financial Officer or Mr. />l1anoj Chanduka or Mr . .t\zad Somani or Mr. Kunjal Mehta or Mr. Anish Shah or Mr. Jatin Raval, Authorised Signatories of the Company be and are hereby severally authorised to negotiate, modify, finalise and accept the terms and conditions or the sanction !ell& and to complete all

/:~~:~?L~~~~~';-. Ad~n, Potts ano Spec<DI Economic Zomi Ltd rel • 91 79 26?6 5555 / ?/ \'"?, \ Adanr House Fax +9179 25'!>5 5500 ~;: r \' ~·~ ~-;~v,;•;\ ;;·t Nt MittlakhaH Ci1cla. N♦:tvr;::mgpura fnfo~.adani. com ~,:; \ .~.t/ '-;_w,_,~_.u; •• , f i"-f/ Ahm1?dabad380009 w1•1w,Jdar1Lcorn f.\1' ~•\.::::7~;;.,/JJ G\ijar~t. India ''1-,.J.lv.,uV vv~r<"I Ci~J; L63090GJ1998PLC034182 ' - ·<t~1/ Registered Office: Adani House. Nr Mithakhali Circle. Nawangpura. ,',hrn~dabad 380 009, Gujarat. in,iia

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(This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)

necessary formalities inter alia covering, but not limited to obtain rating of NCDs, appointment of Debenture Trustee, execution of Debenture Trust Deed, listing of NCDs on Stock Exchanges, opening of Demat Account, opening of Escrow Account etc. and to execute all necessary agreements. deeds, documents, papers etc. in connection therewith as may be agreed upon between the Company and said concerned party/parties and to do all necessary acts. deeds and things related thereto on behalf of the Company.·

"RESOLVED FURTHER THAT Finance Committee of the Board be and is hereby authorised to allot Secured Non-Convertible Debentures and to do all such acts, deeds and things as may be deemed expedient in connection therewith."

"RESOLVED FURTHER THAT Mr. Gautam S. Adani or Mr. Rajesh S. Adani or Dr. Malay Mahadevia or Mr. Karan Adani. Directors of the Company or Mr. Deepak Maheshwari, Chief Financial Officer or Mr. Manoi Chanduka or Mr. Azad Somani or Mr. Kunjal Mehta or Mr. Anish Shah or Mr. Jatin Raval, Authorised Signatories of the Company be and are hereby severally authorised to create security in favour of Debenture Trustees and to execute all necessary agreements, deeds. documents. papers etc. in connection therewith as may be agreed upon between the Company and said concerned party/parties and to do all necessary acts, deeds and things related thereto on behalf of the Company:

"RESOLVED FURTHER THAT the Common Seal of the Company, if required, be affixed in presence of any one of Mr. Gautam S. Adani or Mr. Rajesh S. Adani or Dr. Malay Mahadevia or Mr. Karan Adani, Directors of the Company or Mr. Deepak Maheshwari, Chief Financial Officer or Mr. Kamfesh Bhagia. Company Secretary or Mr. Manoi Chanduka or Mr. Azad Somani or Mr. Kunjal Mehta or Mr. Anish Shah or Mr. Jatin Raval. Authorised Signatories of the Company who shall sign in token thereof as required by the Articles of Association of the Company in token thereof."

"RESOLVED FURTHER THAT a copy of this resolution duly certified as a true copy by any one of the Director or Company Secretary of the Company be submitted to the concerned authority/entities and they are hereby requested to rely upon the authority of the same."

Re9istered Office: Adani House. Nr M,thakhali Circle, Navra119pura. Anmedabed 380 009. Gvjarac, India

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(This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)

Annexure H: Copy of Shareholders Resolution

Ports and Logistics

Ill

I

EXTRACT OF THE MINUTES OF THE 16™ ANNUAL GENERAL MEETING OF THE COMPANY HELD ON 11m AUGUST, 2015 AT J. B. AUDITORIUM, AHMEOABAO MANAGEMENT ASSOCIATION, AMA COMPLEX, ATIRA, OR. VIKRAM SARABHAI MARG, AHMEOABAD - 380015

·RESOLVED THAT in supersesslon of the resolution passed by the members at the Annual General Meeting held on August 9, 2014 and pursuant to the provislons of Section 180(1)(c) and other applicable provisions. if any, of the Companies Act, 2013 ("Act") read with rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force). consent of the members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as "Board· which term shall include any committee thereof for the time being exercising the powers conferred on the Board by this resolution) to borrow by way of loan/debentures (whether secured or unsecured) / boMs / deposits / fund based / non fund based limits/guarantee for the purpose of the business of the Company any sum or sums of money either in Indian or Foreign Currency from time to time from any Bank(s) or any Financial lnstltution(s) or any other lnstitution(s}. firm(s). body corporate(s), or other person(s) or from any other source in India or outside India whomsoe1Jer in addition to the temporary loans obtained from the Company's Banker(s) in the ordinary course of business provided that the sum or sums so borrowed under this resolution and remaining outstanding at any time shall not exceed in the aggregate Rs, 35,000 C;ores (Rupees Thirty Five Thousand Crores Only)."

"RESOLVED FURTHER THAT the Board be and is hereby authorised to take all such steps as may be deemed necessary, proper or expedient to give effect to this resolution.·

"RESOLVED FURTHER THAT the Board be and is hereby authorised to take all such steps as may be deemed necessary, proper or expedient to give effect to this resolution.·

Certified True Copy For Adani Ports and Special Economic Zone Limited

~~( '

Kamlesh Bhagia Company Secretary

Date: 26/02/2020 Place: Ahmedabad

A<San, Ports and Special Economu;; Zone Ltd Ad~n• M0U$C Nr Mithal<hali Circle. Nuvrangpura Ahmedaoad 380 009 Gujarat. lnoid CIN; L63090GJ1998PLC034182

Tel •91 79 2656 5555 Fax •91 '/9 2S55 SSOO lnfo@<¼<Jani.com wv,vv,adao~ports.com

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(This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)

Ports and logistics

• I

EXTRACT OF THE MINUTES OF THE 15TH ANNUAL GENERAL MEETING OF THE COMPANY HELD ON 918 AUGUST, 2014 AT J.B. AUDITORIUM HALL. AHMEOABAD MANAGEMENT ASSOCIATION, AMA COMPLEX, ATIRA, OR. VIKRAM SARABHAI MARG, AHMEOABAO · 380015

"RESOLVED THAT in supersession of the resolution passed under Section 293(1)(a) of the erstwhile Companies Act. 1956 and pursuant to the provisions of Section 180(1)(a) and other applicable provisions. if any, of the Companies Act, 2013 (including any statutory modifications or re-enactment thereof), consent of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as "Board" which term shall include any committee thereof for the time being exercising the powers conferred on the Board by this resolution) to create such charges. mortgages and hypothecation in such form and manner and with such ranking and at such time and on such terms as the Board may determine on all or any of the movable and/or immovable properties of the Company, both present and future, in favour of the lender(s). agent and the trustees for securing the borrowings/financial assistance obtained/to be obtained from banks, public financial institutions, body{ies) corporate or any other party and/or to give a collateral security for the borrowings/guarantees of any group/associate Company or otherwise to charge the assets of the Company, for monies availed/to be availed by way of loans, (in foreign currency and/or rupee currency) and securities (comprising fully/partly convertible debentures and/or non-convertible debentures with or without detachable or non-detachable warrants and/or Secured/Un-Secured Premium Notes and/or floating rates notes I bonds/ fund based/ non fund based limits / guarantee or other debt instruments), issued/to be issued by the Company, from time to time, upto value not exceeding limit approved by shareholders under Section 180{1)(c) of the Companies Act,

. - , . . . limit approved by shareholders under Section 180(1)(c) of the Companies Act, 2013 from time to time. together with interest. at the respective agreed rates, additional interest. compound interest, in case of default, accumulated interest. liquidated damages, commitment charges. premia prepayment, remuneratton of the agent(s). trustee{s), premium if any on redemption. all other cost. charges and expenses Including any increase as a result of devaluation/ fluctuation in the rates of exchange and all other monies payable by the Company in terms of the loan agreement, heads of agreement, debenture trust deeds or any other documents, entered into/to be entered into between the Company and the lenders, agents and trustees in respect of the said loans/ borrowings /debentures/ bonds and containing such specified terms and conditions and covenants ln respect of enforcement of security(ies) as may be stipulated in their behalf and agreed to between the Board of Directors or Committee thereof and the lenders, agent(s). trustee(s).

Adam Ports and Special Ecooom,c Zone Ltd AdantHouse Nr Mith<l<hati Ci<Clll. Nawangput~ Ahmedabad 380 009 Ovlarat. lnd,a CIN: L63090GJ1S98PLC034182

Tel +91 19 2656 5555 Fa~ +91 79 2555 5500 lnfo@aoani.com www.adaniports..co,m

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Ports and Logistics

"RESOLVED FURTHER THAT the Board of Directors or its Committee thereof be and is hereby authorised to take all such steps as may be deemed necessary, proper or expedient to give effect to this resolution:

Certified True Copy For Adani Ports and Special Economic Zone Limited

~ '77!A:1 ' l<amlesh Bhagia Company Secretary

Date: 26/02/2020 Place: Ahmedabad

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