adani rail infra private limited - bombay stock …...email id: ml,[email protected] issue...

Private 8 Confidential - For Private Circulation Only (This Information Memorandum and Private Placement Offer cum Application Letter is neither a Prospectus nor a Statement in Lieu of

Prospectus)

Adani Rail Infra Private Limited A private limited company incorporated under the Companies Act; 1956

Corporate Identification Number: U60231GJ2005PTC046473 Date of Incorporation: 21 st July 2005

Name of investor: ____ _

Registered Office: Adani House, Mithakhali Six Roads, Navrangpura, Ahmedabad - 380009, Gujarat. India Contact Person: Mr. Jatin Shah Email: Jatin,shah@adani,com Tel: +91-79-2555 5538; Fax: +91-79- 2656 5500

INFORMATION MEMORANDUM AND PRIVATE PLACEMENT OFFER CUM APPLICATION LETTER FOR THE ISSUE OF DEBENTURES ON A PRIVATE PLACEMENT BASIS

ISSUE OF 5.000 RATED. ZERO-COUPON, LISTED, REDEEMABLE, NON-CONVERTIBLE DEBENTURES OF FACE VALUE OF INR 10,00,000/- EACH, IN THREE SERIES, AGGREGATING TO NOT MORE THAN INR 500.00.00,000/- ON A PRIVATE PLACEMENT BASIS (THE "ISSUE") BY ADANI RAIL INFRA PRIVATE LIMITED (THE "ISSUERI COMPANY").

The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Pledgor and the Issuer. However, the Debentures do not constitute Msecured debentures· for the purposes of Section 71(3) of the Companies Act, 2013. General Risk As the Issue is being made on private placement basis, this Information Memorandum and Private Placement Offer cum Application Letter has not been submitted, cleared or approved by the Securities and Exchange Board of India ("SEB'"). 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 and Private Placement Offer cum Application Letter 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 and Private Placement Offer cum Application Letter 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 and Private Placement Offer cum Application Letter as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. Credit Rating Brickwork Ratings India Pvt. Ltd. has assigned "BWR Provisional AA- (CE) (Outlook: Stable)" rating to these Debentures by a letter dated September 19,2019. 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 September 19, 2019 issued by Brickwork Ratings India Pvt. Ltd. is enclosed as Annexure A to this Information Memorandum and Private Placement Offer cum Application Letter. 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 and Private Placement Offer cum Application Letter are proposed to be listed on the Wholesale Debt Market Segment of the BSE. The Issuer has obtained "in-principle" approval from the BSE on September 20, 2019 and will apply for final listing of the Debentures offered through this issue within 15 Trading Days from the Deemed

. Date of Allotment.

10002493

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Private & Confidential - For Private Circulation Only

(This Information Memorandum and Private Placement Offer cum Application letter is neither a Prospectus nor a Statement in lieu of Prospectus)

Registrar: . Debenture Trustee: . Link Intime India Private Limited Catalyst Trusteeship Limited C-101, 1st Floor, 247 Park, 810, 8th Floor, Kailash Building, 26, Kasturba

Lal Bahadur Shastri Marg, Gandhi Marg, New Delhi -110001-d

Vikhroli (West) Mumbai-400083 Phone No: +9111 43029101

Phone No: +91 22 49186000 Fax No: +91 22 4922 0505

Fax No: +91 2249186060 Email id: [email protected]

Email id: ml,[email protected] Issue Program Issue Opening Date Issue Closing Date September 25.2019 September 25, 2019

Deemed Date of Allotment September 26,2019

The Debenture Trust Deed ("Deed") and the Security Documents constitute the entire agreement, and supersede any previous agreements, between the parties relating to the subject matter of the Deed. In case of any conflict between the provisions of the Deed and this Information Memorandum and Private Placement Offer Cum Application Letter, the Deed shall prevail.

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Private 8- Confidential - For Private Circulation Only (This Information Memorandum and Private Placement Offer cum Application Letter is neither a Prospectus nor a Statement in Lieu of Prospectus'

DEFINITIONS AND ABBREVIATIONS

Term Account Bank APSEZ/Adani Ports ATlJ Adani Transmission

• Application Form

Articles • Board/Board of i Directors

BSE BSE EBP Guidelines

Business Day

CDSL Company /Issuer Companies Act

Debenture Holder(s)

Debenture Trustee Debenture Trustee Agreement

Debenture Trust Deed Debentures

Deed of Hypothecation

I Deemed Date of Allotment Depositories Eligible Investors Escrow Account Agreement

Definition Any scheduled bank approved in writing by the Debenture Trustee Adani Ports and Special Economic Zone Limited Adani Transmission Limited

The form in terms of which, the investors shall apply for the Debentures of the Issuer and appended herewith as Annexure - B Articles of Association of the Issuer Board of directors of the Issuer

BSE Limited Updated operational guidelines "For issuance of securities on private placement basis through an electronic book mechanism P issued by BSE by their notice number 20180928-24 dated 28 September 2018 as amended, modified or supplemented from time to time In respect of any payment obligation of an Obligor, which payment is required to be made from a bank account operated from Ahmedabad, a day (other than a Saturday or a Sunday or public holidays) on which banks are open for general business in Mumbai and Ahmedabad. In all other cases, a day (other than a Saturday or a Sunday or public holidays) on which banks are 0 en for general bUSiness In Mumbal. Central Depository Services (India) Limited Adani Rail Infra Private Limited The Companies Act 1956 (as amended) and, to the extent notified, the Companies Act, 2013 and the rules framed thereunder.

. The persons who are, for the time being and from time to time. the holders of the Debentures in dematerialised form and whose names appear in the Register of Beneficial Owners maintained in the records of the Depository, and -Debenture Holder" means each such person Catalyst Trusteeship Limited The agreement dated on or prior to the date of the Debenture Trust Deed entered into between the Company and the Debenture Trustee, setting out the terms of appointment of the Debenture Trustee. Debenture trust deed dated September 24, 2019 executed between the Debenture Trustee and the Issuer in relation to the Issue 5,000 (Five Thousand) rated, listed, redeemable, zero-coupon, non-convertible debentures of the nominal value of INR 10,00,000 each, aggregating to not more than INR 500,00,00,000 issued by the Company in dematerialised form in three series (Series A - 540 Debentures, Series B - 480 Debentures and Series C - 3,980 Debentures) and in a single tranche, pursuant to the Debenture Trust Deed

The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Pledgor and the Issuer. However, the Debentures do not constitute "secured debentures" for the purposes of Section 71(3) of the Companies Act, 2013 and the rules framed thereunder. Deed of hypothecation to be entered into between the Company and the Debenture Trustee for creation of charge over the Charged Assets (as defined in the Debenture Trust Deed), in connection with the Debentures September 26. 2019

NSDL and/or CDSL As defined in the section titled "Particulars of the Offer" The INR denominated bank account to be established and maintained in t name of the Company with the Account Bank (or any other account being

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Private & Confidential - For Private Circulation Only (This Information Memorandum and Private Placement Offer cum Applit;Jtion Letter is neither a Prospectus nor a Statement in Lieu of Prospectus)

renewal. re-designation or replacement of that account as the Account Bank may from time to time specify by notice in writing to the Company and the Debenture Trustee).

Event of Default As defined in the Debenture Trust Deed Final Redemption Date Series A Series B Series C

1 October. 2020 30 September. 2021 29 April, 2022

Information This Information Memorandum and Private Placement Offer cum Application Memorandum and Letter dated September 21. 2019 for private placement of the Debentures. as Private Placement may be amended and supplemented from time to time. Offer cum

• Application Letter Issue The issue of the 5.000 rated. listed. redeemable. non-convertible debentures

each bearing a face value of INR 10.00.000 each. aggregating to not more than INR 500.00.00.000, in the following series:

(a) "Series A Debentures· shall refer to a total of 540 rated. listed. redeemable. non-convertible debentures each bearing a face value of INR 10.00.000 eaCh. aggregating to not more than INR 54,00.00.000;

(b) "Series B Debentures· shall refer to a total of 480 rated. listed. redeemable. non-convertible debentures each bearing a face value of INR 10,00.000 each. aggregating to not more than INR 48.00,00.000;

(c) "Series C Debentures· shall refer to a total of 3.980 rated. listed, redeemable. non-convertible debentures each bearing a face value of INR 10,00,000 each. aggregating to not more than INR 398.00.00,000.

in accordance with the terms of the Debenture Trust Deed and the Information Memorandum and Private Placement Offer cum Application Letter.

NSDL National Securities Depository Limited Pledge Agreement The pledge agreement dated on or about the date of the Debenture Trust Deed,

entered into between the Pledgor and the Debenture Trustee for creation of pledge over the Pledged Shares in connection with the Debentures

Pledged Shares Adani Ports Shares, and Adani Transmission Shares pledged in favour of the Debenture Trustee by the Pledgor pursuant to the terms of the Pledge Agreement

Pledgor The S.B. Adani Family Trust an unregistered private discretionary family trust established under the laws of India. acting through its trustees Mr. Gautam S. Adani. Mr. Rajesh S. Adani and Mr. Vinod S. Adani.

Promoter / Promoter All entities and/or individuals. recognized and listed as 'Promoter" andlor Group 'Promoter Group" of Adani Ports and Adani Transmission respectively. on the

NSE as on the Pay In Date and/or any other entity or company controlled. directly or indirectly. either by SBAFT. Adani Tradeline LLP. Adani Properties

!

Private Limited. Shri Gautam S. Adani. Shri Vinod S. Adani and/or Shri Rajesh S. Adani

i Rating Agency Brickwork Ratings India Private Limited RBI Reserve Bank of India Record Date As defined in the section titled ·Particulars of the Offer" Redemption Dates As defined in the section titled ·Particulars of the Offer" Registrar and Link Intime India Private Limited Transfer Agent ROC Registrar of Companies. Ahmedabad

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Private a. Confidential - For Private Circulation Only (This Information Memorandum and Private Placement Offer cum Application letter is neither a Prospectus nOr a Statement in lieu of Prospectus)

Re.lRupeesllNR Lawful currency of the Republic of India Security Documents

(a) the Deed of Hypothecation; (b) the Pledge Agreement; (c) the Hypothecation Power of Attorney: (d) the Pledge Power of Attorney; and (e) any other document that may be designated as a Security Document by

the Debenture Trustee and the Company • Trading Day which the BSE is open for trading .

SEBI Debt Listing SEBI (Issue and Listing of Debt Securities) Regulations, 200B (as amended from Regulations time to time) SEBI EBP Circulars SEBI circular dated January 05, 2018 bearing reference number

SEBIIHO/DDHS/CIR/P/2018/05, and SEBI circular dated August 16, 2018 bearing reference number SEBI/HO/DDHS/CIRlP/2018/122, each as amended

, from time to time Transaction (a) the Debenture Trust Deed; Documents (b) this Information Memorandum and Private Placement Offer cum

Application Letter; (c) the Debenture Trustee Agreement; (d) each Security Document: and (e) the consent letter(s) issued by the Debenture Trustee, the rating letter

of the Rating Agency and the consent letter of Registrar and Transfer Agent with respect to the issuance of the Debentures, letter of allotment of the Debentures (when issued) and any other document that may be designated as a Transaction Document by the Debenture Trustee and the Company.

Capitalized terms not defined in this Information Memorandum and Private Placement Offer cum Application Letter shall have the meaning given to it in the Debenture Trust Deed.

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(Tnis Information Memorandum and Private Placement Offer cum Application letter is neitner a Prospectus nor a Statement In Lieu of Prospectus)

DISCLAIMERS

GENERAL DISCLAIMER

This Information Memorandum and Private Placement Offer cum Application Letter is neither a prospectus nor a statement in lieu of a prospectus. The issue of Debentures is being made strictly on a private placement basis. This Information Memorandum and Private Placement Offer cum Application Letter 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 and Private Placement Offer cum Application Letter should not be construed to be a prospectus or a statement in lieu of prospectus under the Companies Act.

This Information Memorandum and Private Placement Offer cum Application Letter has been prepared in conformity with the SEBI Debt Regulations. Therefore, as per the applicable provisions, a copy of this Information Memorandum and Private Placement Offer cum Application Letter has not been filled 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 in strict accordance with this Information Memorandum and Private Placement Offer cum Application Letter and the Debenture Trust Deed and other applicable laws so that the sale does not constitute an offer to the public within the meaning of the Companies Act.

This Information Memorandum and Private Placement Offer cum Application Letter 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 and Private Placement Offer cum Application Letter does not purport to contain all the information that any potential Eligible Investor may require. Neither this Information Memorandum and Private Placement Offer cum Application Letter 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 and Private Placement Offer cum Application Letter 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 and Private Placement Offer cum Application Letter 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 Private Placement Offer cum Application Letter 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 and Private Placement Offer cum Application Letter 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 and Private Placement Offer cum Application Letter being issued have been sent. Any application by a person to whom the Information Memorandum and Private Placement Offer cum Application Letter has not been sent by the Issuer shall be rejected without assigning any reason. The person who is in receipt of this Information Memorandum and Private Placement Offer cum Application Letter shall notreproduce or distribute in whole or part or make any announcement in public or to a third party regarding the contents without the consent of the Issuer.

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Private & Confidential - For Private Circulation Only (This Information Memorandum and Private Placement Offer cum Application letter is neither a Prospectus nor a Statement in lieu of Prospectus)

DISCLAIMER IN RESPECT OF JURISDICTION

This Issue is made in India to investors as specified under clause "eligible investors" of this Information Memorandum and Private Placement Offer cum Application letter. who shall be specifically approached by the Issuer. This Information Memorandum and Private Placement Offer cum Application letter 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 jurisdiction of the courts of Mumbai and Ahmedabad. This issue is made in India to the Eligible Investors who shall be specifically approached by the Issuer. This Information Memorandum and Private Placement Offer cum Application Letter 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 and Private Placement Offer cum Application letter (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 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 and Private Placement Offer cum Application Letter 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 and Private Placement Offer cum Application letter to reflect subsequent events after the date of the Information Memorandum and Private Placement Offer cum Application Letter. 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 and Private Placement Offer cum Application Letter 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 and Private Placement Offer cum Application Letter 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 of this Information Memorandum and Private Placement Offer cum Application Letter.

DISCLAIMER OF THE RATING AGENCY

The ratings of the Rating Agency should not be treated as a recommendation to buy. sell or hold the Debentures. The Rating Agency's ratings are subject to a process of surveillance which may lead to a revision in ratings. Please visit the Rating Agency's website (www.brickworkratings.com) or contact the Rating Agency's office for the latest information on the Rating Agency's ratings. All information contained herein has been obtained by the 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 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 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 Private Placement Offer cum Application Letter 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.

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Private 8- Confidential - For Private Circulation Only

(This Information Memorandum and Private Placement Offer cum Application Letter is neither a Prospectus nor a Statement in Lieu of Prospectus)

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 and Private Placement Offer cum Application Letter or any other information provided by the Issuer in connectiori with the issue.

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

Disclaimer of the Securities and Exchange Board of India

This Information Memorandum and Private Placement Offer cum Application Letter has not been and shall not be. filed with or submitted to SEBI. The Debentures have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this Information Memorandum and Private Placement Offer cum Application Letter. It is to be distinctly understood that this Information Memorandum and Private Placement Offer cum Application Letter should not in any way be deemed or construed to have been approved or vetted by SEBI. SEBI does not take any responsibility either for the financial soundness of any proposal for which the Debentures issued hereof is proposed to be made or for the correctness of the statements made or opinions expressed in this Information Memorandum and Private Placement Offer cum Application Letter. The issue of Debentures being made on a private placement basis. accordingly filing of this Information Memorandum and Private Placement Offer cum Application Letter with SEBI is not required. However. SESI reserves the right to take up at any point of time. with the Issuer. any irregularities or lapses in this Information Memorandum and Private Placement Offer cum Application Letter.

Disclaimer of the Stock Exchange

As required. a copy of this Information Memorandum and Private Placement Offer cum Application Letter 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 and Private Placement Offer cum Application Letter with the SSE should not. in any way. be deemed or construed that the same has been cleared or approved by the SSE. The SSE does not take any responsibility for that 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 and Private Placement Offer cum Application Letter.

Cautionary Note:

The Issuer confirms that all necessary disclosures have been made in the Information Memorandum and Private Placement Offer cum Application Letter including but not limited to statutory and other regulatory disclosures. Investors should carefully read and note the contents of the Information Memorandum and Private Placement Offer Cum Application Letter. 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 and Private Placement Offer Cum Application Letter. (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

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Private e. Confidential - For Private Circulation Only (ThiS Information Memorandum and Private Placement Offer cum Application letter is neither a Prospectus nor a Statement In lieu of Prospectus)

(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 and Private Placement Offer Cum Application Letter 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 and Private Placement Offer Cum Application Letter 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 and Private Placement Offer Cum Application Letter 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.

This Information Memorandum and Private Placement Offer cum Application Letter prepared under the Companies Act, 2013. the Companies (Prospectus and Allotment of Securities) Rules, 2014, read with SEBI (Issue and Listing of Debt Securities) Regulation. 2008 as amended (including inter alia the Securities and Exchange Board of India (Issue and Listing of Debt Securities) (Amendment) Regulations. 2012 through notification dated October 12. 2012) and SEBI (Issue and Listing of Debt Securities) (Amendment) Regulations, 2015 through notification dated March 24, 2015), SEBI (Listing Obligation 8 Disclosure Requirements) Regulation. 2015, as amended. SEBI Circular CIRIIMD/DF/1712011 dated September 28. 2011, as amended. for private placement. of the Debentures is neither a prospectus nor a statement in lieu of prospectus and does not constitute an offer to the public generally to subscribe for or otherwise acquire the debt securities to be issued by the Company. This is only an information brochure intended for private use.

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Sr. No 1. a.

b. c.

d. e.

f. g.

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Private 8 Confidential - For Private Circulation Only

(This Information Memorandum and Private Placement Offer cum Application letter is neither a Prospectus nor a Statement in Ueu of Prospectus)

Table indicating references of disclosure requirements

Particulars GENERAL INFORMATION Name, address, website, if any. and other contact details of the Company

17 indicating both registered office and corporate office; Date of incorporation of the Company; 18 Business carried on by the Company and its subsidiaries with the details of

18 branches or units, if any; Brief particulars of the management of the Company; 20 Names. addresses. director identification number (DIN) and occupations of the

20 directors of the Company; Management's perception of risk factors: 12 Details of default. if any. including therein the amount involved. duration of default and present status. in repayment of -

i) statutory dues; 24 ii) debentures and interest thereon; iii) deposits and interest thereon; iv) loan from any bank or financial institution and interest thereon

Names, designation. address and phone number. email 10 of the nodal/ compliance officer of the Company. if any. for the private placement offer 17 process; Any default in annual filings of the Company under the Companies Act. 2013 or

24 the rules made thereunder. PARTICULARS OF THE OFFER Financial position of the Company for the last 3 financial years; 21 Date of passing of board resolution: 34

Date of passing of resolution in the general meeting. authorizing the offer of 34 securities; Kind of securities offered (I.e. whether share or debenture) and class of 34 security; total number of shares or other securities to be issued; Price at which the security is being offered including the premium. if any, along 34 with justification of the price; Name and address of the valuer who performed valuation of the security 37 offered. and basis on which the price has been arrived at along with the report of the registered valuer; Relevant date with reference to which the price has been arrived at ! 37

The class or classes of persons to whom the allotment is proposed to be I 37 made; Intention of promoters. directors or key managerial personnel to subscribe to 37 the offer (applicable in case they intend to subscribe to the offer) not required in case of issue of non-convertible debentures; The proposed time within which the allotment shall be completed 37

! The names of the proposed allottees and the percentage of post private 37 placement capital that may be held by them; The change in control. if any. in the Company that would occur consequent 37 to the private placement; the number of persons to whom allotment on preferential basis/private 37 placement/ rights issue has already been made during the year. in terms of number of securities as well as price; I the justification for the allotment proposed to be made for consideration 37 other than cash together with valuation report of the registered valuer;

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(c) (A)



Amount which the Company intends to raise by way of proposed offer of I securities; 34

Terms of raising of securities: Duration. if applicable. rate of dividend or rate of interest, mode of payment and repayment; 35

Proposed time schedule for which the information memorandum and private 37

placement offer cum application letter is valid; Purposes and objects of the offer; 34 Contribution being made by the promoters or directors either as part of the 38 offer or separately in furtherance of such objects; Principle terms of assets charged as security. if applicable; 38

The details of significant and material orders passed by the Regulators. Courts 38 and Tribunals impacting the going concern status of the company and its future operations; The pre-issue and post-issue shareholding pattern of the Company (in the

38 prescribed format) MODE OF PAYMENT FOR SUBSCRIPTION 39 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS. LITIGATION ETC. Any financial or other material interest of the directors, promoters or key 33 managerial personnel in the offer and the effect of such interest in so far as it is different from the interest of other persons; Details of any litigation or legal action pending or taken by any Ministry or 33 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 offer letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed; Remuneration of directors (during the current year and last three financial 33 years); Related party transactions entered during the last three financial years 33 e. immediately preceding the year of issue of information memorandum and private 52 placement offer cum application letter including with regard to loans made or. guarantees given or securities provided; Summary of reservations or qualifications or adverse remarks of auditors in the 33 last five financial years immediately preceding the year of circulation of offer letter 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: Details of any inquiry, inspections or investigations initiated or conducted 33 under the Companies Act, 2013 or any previous company law in the last three years immediately preceding the year of issue of information memorandum and private placement offer cum application letter 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

I

immediately preceding the year of the offer letter and if so. section-wise details thereof for the Company and all of its subsidiaries; Details of acts of material frauds committed against the company in the last 33 three years. if any. and if so. the action taken by the Company. FINANCIAL POSITION OF THE COMPANY The capital structure of the Company in the following manner in a tabular form- 18 The authorised. issued, subscribed and paid up capital (number of securities. description and aggregate nominal value); Size of the present offer; 18 e. 34 Paid up capital After the offer

1

(i i)

b.

c.

d.

e.

f.

6.



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

Provided that the issuer company shall also disclose the number and price at 18

which each of the allotments were made in the last one year preceding the date of the issue of information memorandum and private placement offer cum application letter separately indicating the allotments made for considerations other than cash and the details of the consideration in each case: Profits of the Company, before and after making provision for tax, for the three financial years immediately preceding the date of issue of information 29 memorandum and private placement offer cum application letter: Dividends declared by the Company in respect of the said three financial years: interest coverage ratio for last three years (Cash profit after tax plus interest 29 paid/interest paid): A summary of the financial position of the Company as in the three audited balance sheets immediately preceding the date of issue of information memorandum and 30 private placement offer cum application letter; Audited cash flow statement for the three years immediately preceding the date of issue of information memorandum and private placement offer cum application 31 letter; Any change in accounting policies during the last three years and their effect

32 on the profits and the reserves of the Company. A DECLARATION BY THE DIRECTORS THAT· a. the Company has complied with the provisions of the Companies Act 2013

and the rules made there under; b. the compliance with the Companies Act 2013 and the rules made

thereunder do not imply that payment of dividend or interest or repayment of preference shares or debentures, if applicable, is guaranteed by the 48 Central Government;

c. the monies received under the offer shall be used only for the purposes and objects indicated in the information memorandum and private placement offer cum application letter;

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Private 8- Confidential - For Private Circulation Only (This Information Memorandum and Private Placement Offer cum Application Letter is neither a Prospectus nor a Statement in Lieu of Prospectus)

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 SESI nor does SESI guarantee the accuracy or adequacy of this Information Memorandum and Private Placement Offer cum Application Letter.

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 and Private Placement Offer Cum Application Letter.

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 and Private Placement Offer Cum Application Letter. In addition, each of the risks highlighted below could adversely affect the rights of the investors under the Information Memorandum and Private Placement Offer cum Application Letter 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 and Private Placement Offer Cum Application Letter 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

Page 113

Private & Confidential - For Private Circulation Only (This Information Memorandum and Private placement Offer cum Application letter is neither a Prospectus nor a Statement in lieu of Prospectus)

from time to time. Accordingly. it is not possible to predict the precise tax treatment which will apply at any given time.

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 such market will be liquid or illiquid. 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 and Private Placement Offer Cum Application Letter. 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 Brickwork Ratings India Pvt. Ltd. as having "BWR Provisional AA(CE) (Outlook: Stablet rating for the issuance of the Debentures for an aggregate amount of up to II\IR 500.00,00,000, 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.

Page 114



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 ICDs 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 may be subordinated to certain liabilities preferred by law such as claims of the Government of India on account of taxes and other liabilities incurred under Applicable Law. Upon an order for winding up in India. the assets of a company are vested in a liquidator who has wide powers to liquidate such company to pay its debt and administrative expenses.

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

Investors should be aware that the receipt of any premium 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.

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Private & Confidential - For Private Circulation Only (This Information Memorandum and Private Placement Offer cum Application Letter Is neither a Prospectus nor a Statement in Lieu of Prospectus)

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 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 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 on 31 st March, 2018. the Company has provided corporate guarantee aggregating to INR 805,00,00.000 to the lenders of Mis. Sarguja Rail Corridor Private Limited (SRCPL) to secure repayment of term loan availed by SRCPL. 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 C. 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 conflicts of interest or otherwise.

The collateral cover is subject to market conditions and performance by APSEZ and ATl

Collateral cover is directly linked to the price of the shares of APSEZ and ATL pledged by the Pledgor. These shares are listed on the BSE and NSE and therefore, subject to market volatility and the collateral cover may accordingly change.

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Private II- Confidential - For Private Circulation Only


REGULATORY DISCLOSURES

The Information Memorandum is prepared in accordance with the provisions of SEBI Debt Listing Regulations and in this section, the Issuer has set out the details required as per Schedule I of the SEBI Debt Listing Regulations.

Documents to be submitted to the Stock Exchange:

The following documents have been / shall be submitted to the BSE Limited:

(a) Memorandum and Articles of Association of the Issuer and necessary resolution(s) for the allotment of the Debentures;

(b) Copy of last 3 (three) years audited 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, including the Debenture Trust Deed would be executed within the time frame prescribed in the relevant regulations/acts/rules etc. and the same would be uploaded on the website of the BSE Limited, where the debt securities have been listed, within 5 (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 fi t.

Documents to be submitted to the Debenture Trustee

The following documents have been/shall be submitted to the Debenture Trustee in electronic form (soft copy) at the time of the allotment of the Debentures:

(a) Memorandum and Articles of Association of the Issuer and necessary resolution(s) for the allotment of the Debentures;

(b) Copy of last 3 (three) years audited annual reports; (c) Statement containing particulars of, dates of, and parties to all material contracts and

agreements; (d) Latest audited / 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, until the redemption of the debt securities, submit the details mentioned in point (D) above to the Debenture Trustee within the timelines as mentioned in Simplified Listing Agreement issued by SEBI vide circular No. SEBI/IMD/BOND/1/2009/11/05 dated May 11,2009 as amended from time to time, for furnishing / publishing its half yearly/ annual result. Further, the Issuer shall within 180 (one hundred and eighty) days from the end of the financial year, submit a copy of the latest annual report to the Debenture Trustee and the Debenture Trustee shall be obliged to share the details submitted under this clause with all 'Qualified Institutional Buyers' and other existing debenture-holders within 2 (two) Business Days of their specific request.

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Private & Confidential - For Private Circulation Only (This Information Memorandum and Private Placement Offer cum Application letter is neither a Prospectus nor a Statement in Lieu of Prospectus)

GENERAL INFORMATION

Name of Issuer: Adani Rail Infra Private Limited

Registered Office of the Issuer Adani Rail Infra Private Limited Adani House, Mithakhali Six Roads, Navrangpura, Ahmedabad - 380009 Tel: +91-79-2555 5538 Fax: +91-79-25555540

Corporate Office I Communication Address of the Issuer Adani Rail Infra Private Limited Ground Floor, Adani Corporate House, Shantigram, S G Highway, Ahmedabad 382421

Compliance Officer Mr. Jatin Shah Associate Vice President Ground Floor, North Wing, Adani Corporate House, Shantigram, S G Highway, Ahmedabad 382421 Phone No.: +91-79-2555 5538 Email: [email protected]

Debenture Trustee Catalyst Trusteeship Limited 810, 8th Floor, Kailash Building, 26, Kasturba Gandhi Marg, New Delhi -110001 Phone No: +91 22 4922 0505 Fax No: +9111 4302 9101 Email id:[email protected]

CFO of the Issuer Mr. Arun Shah Ground Floor, North Wing, Adani Corporate House, Shantigram, S G Highway, Ahmedabad - 382421 Phone No.: +91-79-2555 6633 Email: [email protected]

Lead managers or arrangers N.A.

Auditor of the Issuer: Shah 8- Shah Associates 702, Aniket, Nr. Municipal Market, C.G, Road. Navrangpura, Ahmedabad, Gujarat - 380009

Registrar and Transfer Agent Link Intime India Private Limited C-101, 247 Park, L.B,S, Marg, Vikhroli (West), Mumbai - 400083

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Private e. Confidential - For Private Circulation Only

(This Information Memorandum and Private PI.cement Offer cum Application Letter is neither a Prospectus nor a Statement in Lieu of Prospectus)

Tel: 02225963838 Extn.: 2251 /2253 Fax:022-25946979]

Credit Ratin9 Agency Brickwork Ratings India Pvt. Ltd. 204-205, 2nd Floor, Kanchenjunga Building 18, Barakhamba Road, l'Jew Delhi -110001 Phone No.: +9111 2341 2232 Fax No.: +9111 2341 3896 E-mail: [email protected] Website: www.brickworkratings.com

Date of Incorporation of the Issuer: The Company was incorporated on 21't day of July, 2005 under the Companies Act, 1956

Business carried on by the Company and its subsidiaries

Adani Rail Infra Private Limited was incorporated on 21st day of July, 2005 with the name "Mundra Shipyard Private Limited". Name of the Company was changed to "Adani Shipyard Private Limited" vide Fresh Certificate of Incorporation dated 31st day of March, 2006 as received from Registrar of Companies, Gujarat. The name of the Company was subsequently changed to the present name "Adani Rail Infra Private Limited" vide Fresh Certificate of Incorporation dated 6th day of April, 2015 as received from Registrar of Companies, Ahmedabad. The Company was incorporated with the main objective of setting up, development, maintenance of rail corridor which was later amended by adding the main objective of trading of commodities as approved by the members through special resolution passed by the members at their Extraordinary General Meeting held on 29th February, 2016 which was certified by Registrar of Companies, Gujarat vide its certificate dated 4th day of March, 2016.

Sarguja Rail Corridor Private Limited (SRCPL), incorporated on May 05, 2010, is a wholly owned company of Adani Rail Infra Private Limited, (ARIPL) has implemented a project envisaging construction of -70 km of (Private Siding) Common Rail Corridor (CRC) a railway siding project covering a distance of -70 km, located in the northern central part of Hasdeo Arand Coalfield in Sarguja district of Chhattisgarh.

Corporate Structure

Details of Subsidiaries of Adani Rail Infra Private Limited (ARIPL) as on 30 June 2019

The Company has one wholly owned subsidiary company named Sarguja Rail Corridor Private Limited

Capital structure of the Issuer

The capital structure of the Company as on date of this Information Memorandum and Private Placement Offer Cum Application Letter is provided below:

Share Capital Amount in Rs A. Authorized Share Capital

7,48,50,000 Equity Shares of INR 10/- each 74,85,00,000 1.50,000 Preference Shares of INR 10/- each 15,00,000

B. Issued, Subscribed and Paid-up Share Capital 5,90,10,000 Equity Shares of INR 10/- each 59,01.00,000 1,30,000 0.1% Non-Cumulative Optionally Convertible Preference 13,00,000 Shares of 10/- each

C. Present Issue Nil D. Share/ Security Premium Account

Before the Issue Nil After the Issue Nil

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As on date of this Information Memorandum and Private Placement Offer Cum Application Letter, the Company has 1,30,000 optionally convertible preference shares outstanding.

The paid-up share capital after this Issue shall be INR 59,14,00,000/-

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

Details of changes in capital structure of the Issuer in the last five years, as at 30 th June 2019, being the last Quarter end:

Date of Change AGM/EGM INR Particulars (AGM or EGM) 19-02-2015 EGM 74.75,00,000/- I Increase in Authorised Share

Capital from INR 25.00,000 to INR 75.00.00.000

31-03-2015 BM 5,90.00.000/- Increase in paid up equity share capital from INR 1.00.000 to INR

i i 59.01.00,000

Equity share capital history of the Issuer as on 30 th June 2019

The changes in equity capital structure of the Issuer as on 30 June 2019. being the last Quarter end. since its incorporation is given below:

Equity Share Capital History:

I Date of No. of Equity Face Issue Nature of Cumulative I Cumulative paid-allotment of the No. of Equity up Equity Equity Shares

Shares Value Price Payment Shares . Capital (INR)

I 21-07-2005 10.000 10 10 Cash 10.000 I 1.00.000

I 31·03·2015 5.90.00.000 10 10 Cash 5.90.10.000 I 59.01.00.000

Preference Share Capital History:

Date of No. of Face Issue

Cumulative Cumulative paid-allotment of

Preferenc Valu Pric Nature of No. of up Preference

the Equity e Shares

Payment Preference Share Capital Shares

e e Shares (lNR)

30-06-2009 I 130000 I 10 I 10 I Cash I 1,30.000 I 13,00,000 I

Details of the shareholding pattern of the Issuer as on 30 June 2019

Equity Shareholding Pattern of the Issuer

Sr. Name Equity Shareholder I No. of No. of % of Equity No. Equity equity Shares held

! Shares held shares in demat form

1 Gautam S. Adani (on behalf of S. 8. Adani Family 4,13,07,000 Nil 70% Trust)

2 Rajesh S. Adani (on behalf of 5.8. Adani Family 1,77,03,000 Nil 30% Trust)

Total 5,90,10,000 Nil 100%

Preference Shareholding Pattern of the Issuer

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Sr. Name of Preference Shareholder No. of No. of " of No. Preference preference Preference

Shares held shares in Shares held dematform

7 Gautam 5. Adani (Nominee of 5oB, Adani Family 1,30.000 Nil 100% Trust) Total 7,30,000 Nil 100%

Notes: - Shares pledged or encumbered by the promoters (if any) - NIL

Details of any acquiSition or amalgamation in the last 1 year; NIL

Details of any re-organization or re-construction in the last 1 year; NIL

List of top 10 holders of equity shares of the Company as on 30 June 2019:

2

Gautam 5. Adani (on behalf of S.B. Adam' Family Trust) Rajesh S. Adani (on behalf 1.77, 03, 000 of S. B. Adam' Family Trust)

Management of the Company

.bei;~Dfjhafi!STQt~I$"artihljt

Wli/f~rfa~;i~dJn:~;b~~:~~iiii1i~tY . >shiitss·' .>;~'>;

70%

Nil 30%

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

The following table sets forth details regarding the Board of Directors of the Issuer as on 30 th June, 2019:

Name. Designation. Director of

Details of other directorships Age Address the Issuer

Occupation and DIN since

(as on 30/06/2019)

Bhavik Bharatkumar 61 90 Surbhit 09-02-2015 1. Shankheshwar Buildwell Shah Vatika, Private Limited Designation: Behind 2. Shankheshwar Infracon Director Applewood. Private Limited Occupation: Service Shela, 3. Adani Rail Infra Private DIN:00005781 Ahmedabad Limited

380058 4. Sunanda Agri-Trade Private Limited

5. Adani Infrastructure Private Limited

6. Adani Tradecom LLP 7. Adani Tradex LLP B. Adani Trading Services LLP 9. Adani Tradewing LLP 10. Adani Commodities LLP

!

11. Mahaguj Power LLP 12. Adani Ventures LLP

Page I 21

•


I

I 13. Adani Tradeline LLP 14. Mundra LPG Terminal Private

Limited Jatin Champaklal 54 A/31 , Goyal Park 01-06-2017 1. Adani Finserve Private Shah Raw House, Limited Designation: Premchandranag 2. Shankheshwar Buildwell Director ar Road, Priva te Lim ited Occupation: Service Vastrapur, 3, Adani Rail Infra Private DIN:00361346 Ahmedabad Limited

380015 4. Adani Dhamra LPG Terminal Private Limited

Varun Jain* 30 8-34/7254 Durga 16-04-2019 Nil Designation: Puri, Haibowal Company Secretary Kalan, Ludhiana, Occupation: Service 141001 Punjab PAN: AKDPJ4622L

*reslgned w.e.f, 22-08-2019

Note: None of the current directors of the Issuer are appearing in the RBI defaulter list and! or ECOC default list.

Details of branches 8- units (if any): As per Page No. 18 (details of subsidiaries)

Details of change in directors since last three years ended on 31-03-2019

! Date of appointment! Director of the Issuer since • Name, Designation and DIN

resignation (in case of resignation) Remarks

Ashok Jagetiya Designation: Director Resigned w.e.f. Appointed w,e.f.

N.A. Occupation: Service 02-06-2017 09-02-2015 DIN: 05185025 Jatin Champaklal Shah

\ Designation: Director 01-06-2017

Appointed w.e.f. N.A.

Occupation: Service I

01-06-2017 DIN:00361346

FINANCIAL POSITION OF THE COMPANY

Key Operational and Financial Parameters· for the last 3 audited years: Consolidated basis

(in INR lakhs)

Parameters 2017·2018 2016·2017 2015·16

Net worth (414.80) '2,669.81 3,716.84

Total Debt 164271.17 97315.10 46174.60 of which- Non-Current Maturities of Long Term

1,36,379.64 34,326.83 20,811.66 Borrowing -Short Term Borrowing 27,891.53 62,988.27 25,362.93

i -Current Maturities of Long Term Borrowing . - -

Net Fixed Assets 144,758,23 96,682.84 72,177.38 Non-Current Assets (other than Net Fixed

17,298.44 8,170.33 8,212.31 Assets)

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I Cash and Cash Equivalents 6,336.54 1,146.76

Current Investments 13.76 15.60

• Current Assets 9,307.37 3,478.19

Current liabilities 35,363.21 71,305.98

• Net sales 13,298.49 14,838.68

EBITDA 3,725 4,065

EBIT (512) 180

Interest 4,237 3,885

PAT (3,084.63) (1.047.03)

Dividend amounts - -

Current ratio 0.26 0.05

Interest coverage ratio 0.88 1.05

Gross debtl equity ratio (396.02) I 36.45

Debt Service Coverage Ratios 0.03 0.41

Gross Debt: Equity Ratio of the Company:

Before the issue of debt securities .. I (396.02)

After the issue of debt securities I (397.23)

.. Calculated as of 31 st March. 2018

Key Operational and Financial Parameters" for the last 3 audited years: Standalone basis (in INR lakhs)

Parameters 2017-2018 2016·2017

Net worth 5,244.16 5,849.46

• Total Debt 64,802.44 62,988.27 of which· Non-Current Maturities of long Term

43,500.00 Borrowing

. ·Short Term Borrowing 21.302.44 62,988.27

-Current Maturities of long Term Borrowing - -Net Fixed Assets - -Non-Current Assets (other than Net Fixed 70,288.05 69,002.09 Assets)

I Cash and Cash Equivalents 547.24 547.24

• Current Investments 13.76 13.76

Current Assets 561.19 561.19

Current liabilities 22,105.08 63,171.65

Net sales 8290.40 9303.23

I EBITDA 5527.67 4937.69 EBIT -605.30 23.74

Interest 6132.97 4913.95

PAT -605.30 13.20 i

1.341.34

8.44

3,310.69

59,161.16

5,830.82 3,482

(232)

3,714

(2,103.79) -

0.06

0.94

12.42 0.98

2015-16

5,836.26

25,362.93

25,362.93

--

31,280.93

0.68

8.44

9.45

25,454.11

1485.66

907.2 -1.62

908.82 I

-1.62

Page 123

Private 8- Confidential - Far Private Circulation Only (This Information Memorandum and Private Placement Offer cum Application letter is neither a Prospectus nor a Statement in lieu of Prospectus)

• Dividend amounts -Current ratio 0.03 0.01 0.00 Interest coverage ratio 0.90 1.00 lOa Gross debt! equity ratio 12.36 10.77 4.35 Debt Service Coverage Ratios 0.12 1.00 1.00

Gross Debt: Equity Ratio of the Company:

12.36

e issue of debt securities 12.45

* Calculated as of 31st March. 2018

Details of borrowings of the Company. as on 30 June 2019:

(a) Details of Secured Loan Facilities: NIL

(b) Details of Unsecured Loan Facilities:

I Amount Principal Amount

Repayment Sr. No. Lender Name Type of Facility

Sanctioned Outstanding Date! Schedule

! i I 1 STCI FINANCE Loan Facility 750.000.000 750.000.000 25-07-2021

LTD. Against Share (36 months)

2 Credit Suisse Loan Facility 5,000,000,000 5.000.000,000 19-08-2020 Against Share (18 months)

3 Inter Corporate

28.649,934.830 28.649.934.830 Deposit

(c) Details of Non-Convertible Debentures:

Tenor!

Sr. Period Date of Redemption

Credit Secured!

No, Coupon Amount

Allotment Date!

Rating of Schedule Unsecured Maturity

638 BWR AA-

1 days

NA 4,80,00,00,000

18-Jul-18 16-Apr-20 (CE) Unsecured (Stable)

630 06-Aug-BWRA+

2 NA 27-Apr-20 (CE) Unsecured days 3,00,00,00,000 18

(Stable)

~ 23-Aug-BWRA+

613 days NA 27-Apr-20 (CE) Unsecured 6,23,00,00.000 18

(Stable)

•

Page 124

4

5

6

7

S

9

(d)

Sr. No.

7

8

9

10


4 yr 7 I 28-Sep-BWR AA-

NA 28-Apr-23 (CE) Unsecured month 10,00,00,00,000 18

(Stable)

4 yr 1 29-Mar-BWR AA-


(Stable)



(Stable)


NA 22-Apr-20 (CE) Unsecured days 85,00,00,000 19

(Stable)


NA 22-Apr-22 (CE) Unsecured days 2,65,00,00,000 19

(Stable)

46 BWR AA-

months NA

7,00,00,00,000 05-Jul-19 05-May-23 (CE) Unsecured

(Stable)

List of Top 10 Debenture Holders (as on June 30. 2019)

Name of Debenture Holders Amount

(Rs. in Crore)

Copthall Mauritius Investment limited 1000

480

374 350 300

Reliance Capital Trustee Co Ltd A/C- Reliance 299

Credit Risk Fund DB International (Asia) Ltd 250 Aditya Birla Sun life Trustee Private Limited A/C

240 Aditya Birla Sun life Dynamic Bond Fund Aditya Blrla Sun life Trustee Private limited A/C

200 Aditya Birla Sun life Medium Term Plan Franklin India 0 namic Accrual Fund 120

(e) The amount of corporate guarantee issued by the Issuer along with name of the counterparty (like name of the subsidiary. JV entity. group company. etc.) on behalf of whom it has been issued.

The Company has provided corporate guarantee aggregating to INR 1050,00,00,000 to the lenders of its subsidiary Sarguja Rail Corridor Private limited (SRCPL)

(f) Oetails of Commercial Paper: The total face value of commercial papers outstanding as on the last Quarter end to be provided and its breakup in following table:- NIL

Page 125

Private 8- Confidential - For Private Circulation Only (This Information Memorandum and Private Placement Offer cum Application letter Is neither a Prospectus nor a Statement in lieu of Prospectus)

(9) Details of rest of the borrowing (if any including hybrid debt like FCCB, Optionally Convertible Debentures I Preference Shares) as on June 30,2019: NIL

(h) Details of all default/s and/or delay in payments of interest and principal of any kind of term loans, debt securities and other financial indebtedness including corporate guarantee issued by the Company, in the past 5 years: NIL

(i) 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 (ij) Debentures and interest thereon: NIL (iii) Deposits and interest thereon: NIL (iv) Loan from any bank or financial institution and interest thereon: NIL

U) Any Default in Annual filing of the Company under the Companies Act, 2013 or the rules made thereunder: NIL

(k) Details of any outstanding borrowings taken I debt securities issued where taken I 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: NIL

Details of the Promoter Holding in the Company as on 30 June 2019:

%of

No, of Total Shares

Sr. Name of the Total no. of

shares in shareholding No. of pledged

No. shareholders Equity

demat as % of total shares with

Shares form

no. of equity pledged respect to shares shares

I owned

Gautam S. Adani

1 (on behalf of S.B.

NIL 70% NIL NIA Adani Family 41.307.000 Trust)

Rajesh S. Adani (on behalf of 5.8.

NIL 30% NIL NIA Adani Family 17.703,000

2 Trust)

1 100% NIL N/A Grand Total 59,010,000

I

126

Private e Confidential - For Private Circulation Only


P·l atf,)t1. i:;"2t: !,-J'

(Amt in Rs Lacs)

As at As at As at 31-Mar-2018 31-Mar-2017 31-Mar-201 6

I. EQUITY AND LIABILITIES

a) Shareholders' Funds Share Capital 5,914.00 5,914.00 5,914.00 Reserves and Surplus (6,328.81) (3,244.19) (2,197.16)

(414.81) 2,669.81 3,716.84

b) Non-Current Liabilities Long Term Borrowings 136,379.64 34,326.83 20,811.66

Long Term Provisions 36.00 28.74 10.73 136,415.64 34,355.57 20,822.39

c) Current Liabilities Short Term Borrowings 27,891.53 62,988.27 25,362.93 Trade Payables 1.336.13 281.46 50.41 Other Current Liabilities 6,133.06 8,032.61 33,746.12

Short Term Provisions 2.49 3.64 1.71 35,363.21 71,305.98 59,161.16

Total 171,364.04 108,331.36 83,700.38

II. ASSETS

a) Non-Current Assets Fixed Assets

Tangible Assets 34,051.13 36,542.20 38,940.79 Intangible Assets 0.07 0.40 0.73 Capital Work-In-Progress 110,707.03 60,140.23 33,235.86

144,758.23 96,682.84 72,177.38

Non-Current Investments

Goodwill on Consolidation 1.099.60 1,099.60 1.099.60 Deferred Tax Asset (Net) 1.998.24 1.890.65 473.19 Long Term Loans e. Advances 12,197.48 4,768.51 6,639.52

Other Non-Current Assets 2,003.12 411.57 162,056.67 104,853.17 80,389.69

b) Current Assets Current Investments 13.76 15.60 8.44 Inventories 166.87 147.63 101.56

Trade Receivables 2,071.46 1.834.26 766.91 Cash and Cash Equivalents 6,336.54 1.146.76 1.341.34 Short Term Loans e. Advances 322.54 22.77 273.87

Other Current Assets 396.20 311.18 818.58 9,307.37 3,478.19 3,310.69

Total 171,364.04 108,331.36 83,700.38

Page I 27

Private I} Confidential - For Private Circulation Only , (This Informalion Memorandum and Private Placement Offer cum Application letter is neither a Prospectus nor a Statement in lieu of prospectus)

(Amt in Rs Lacs) For the year ended For the year ended For the year ended

31·Mar·2018 31·Mar·2017 31·Mar·2016

a) Income

Revenue from Operations 13,298.49 14,838.68 5,830.82

Other Income 282.39 217.42 100.89

Total Revenue 13,580.88 15,056.10 5,931,72

b) Expenses

Purchase of Stock -in Trade 8,288.75 9,301.34 1.485.28

Operating Expenses 652.04 889.70 386.90

Employee Benefits Expense 188.07 292.35 226.22

Finance Costs 4,236.70 3,884.79 3,714.01

Depreciation and Amortisation Expense 2,680.23 2,634.36 2,639.11

Other Expenses 727.31 507.50 351.78

Total Expenses 16,773.09 17,510.04 8,803.29

c) Profit I (Loss) Before Tax (3,192.21) (2,453.94) (2,871.57)

d) Tax Expense

Current Tax 9.32

Tax Adjustment for Earlier Year 1.22

Deferred Tax (107.59) (1.417.46) (767.79)

Total Tax Expenses (107.59) (1,406.92) (767.79)

e) Profit I (Loss) For The Year (3,084.63) (1,047.03) (2,103.79)

f) Earning per Equity Share (Face Value of Rs.1 0 each)

Basic (5.23) (1. 77) (3.57)

Diluted (5.23) (1.77) (3.57)

Page 128

Private 8- Confidential - For Private Circulation Only (This Information Memorandum and Private Placement Offer cum Application letter is neither a Prospectus nor a Statement in lieu of Prospectus,

(Amt in Rs lacs) For the year ended For the year ended For the year ended

31·Mar·2018 31·Mar·2017 31·Mar·2016

I. ~ASH FLOW FROM OPERATING A~TI~ITIES

Profit / (Loss) Before Tax (3,192.21) (2.453.94) (2,871.57)

Adjustment on account of :

Depreciation and Amortisation Expense 2,680.23 2,634.36 2,639.11

Profit on sale/redemption of Current Investment (1.17) (0.16) (6.19)

Loss on Sale of Asset 0.64

Liability no longer required written back (23.77) (17.37) (0.00)

Provision for Doubtful Advances 0.10 9.40

Interest Income (71.86) (8173) (24.25)

Financing Cost 3,346.90 3,878.02 3.691.44

Operating Profit / (Loss) Before Working Capital Changes 2,738.22 3.969.23 3,428.53

Movements in Working Capital:

Decrease/(lncrease) in Inventories (19.24) (46.07) (68.13)

Decrease/(lncrease) in Trade Receivables (237.20) (1.067.35) (766.91)

Decrease I (Increase) in Short Term Loans e Advances (299.87) 241.70 (235.77)

Decrease I (Increase) in Other Current Assets (84.78) 492.75 1,550.63

Increase I (Decrease) in Trade Payables 1,078.43 248.43 (51.44)

Increase I (Decrease) in Current Liabilities 932.24 213.90 104.44

Increase / (Decrease) in Provisions 6.12 19.94 (9,74)

Cash Flow from Operations 4,113.92 4,072.52 3.951.61

Less: Direct Taxes Paid/(Received) 271.68 69.79 168.90

Net Cash Flow From Operating Activities 3,842.24 4,002.72 3,782.71

II. CASH F!.QW EBQM IN~eSTIN!:Z 8!:;T!~ITIES

(Purchase)/Sale of Current Investment 3.00 (7.00) 12.75

Interest Received 71.62 96.37 8.23

Decrease I (Increase) in Deposits with Bank (302.28) (49.15) (475.00)

Decrease / (Increase) in Other Non-Current Assets (1,591.55) (411.57)

Decrease / (Increase) in Long Term Loans e Advances (4,192.50)

Purchase of Fixed Assets (52.816.60) (24.205.19) (19.460.16)

Net Cash Flow From Investing Activities (54.635.82) (24,576.53) (24.106.67)

III. !:;ASH FLOW FRQM FINAN!:;IN!;Z ACTIVITIES

Increase/(Decrease) From Borrowings 181.865.40 (9.390.95) (609.64)

I ncrease/(Decrease) of Borrowings (114,909.33) 37.625.33 25.362.93

Finance Cost Paod (11.275.00) (7.904.31) (3.69282)

Net Cash Flow From Financing Activities 55,681.07 20,330.08 21,060.47

Net Increase I (Decrease) in Cash & Cash Equivalents 4.887.50 (243.73) 736.51

Cash e Cash Equivalents at the beginning of the year 622.61 866.34 129.83

Cash & Cash Equivalents at the end of the year 5.510.11 622.61 866.34

Page I 29

Private 8- Confidential - For Private Circulation Only (This Information Memorandum and Private Placement Offer cum Application letter is neither a Prospectus nor a Statement in lieu of Prospectus)

Standalone Profits of the company, before and after making provision for tax, for the three financial years immediately preceding the date of issue of information memorandum and private placement offer cum application letter:

(Amount in INR Lacs)

Particulars 12017-201~ 2016-2017 2015-16

i Revenue From Operations 9303.23 1485.66

Other Income 4944.73 911.92

I Total Revenue ~7.53 14247.96 2397.58

Purchase cost 8.75 9301.34 1485.28

(Increase)/Decrease in security 0.00 0.00 0.00

Employee 8enefits Expense 0.00 0.00 0.00

Finance Costs 6132.97 4913.95 908.82

Depreciation and Amortization 0.00 0.00 0.00

Other Expenses 1.11 8.93 5.10

Total Expenses 14422.83 14224.22 2399.20

Profit Before Exceptional/Extraordinary items and tax (605.30) 23.74 (1.62)

Less: Exceptional/Extraordinary Items 0.00 0.00 0.00

Profit Before Tax (605.30) 23.74 (1.62)

Less: Current Tax 0.00 9.32 0.00

Less: MAT Credit entitlement - Earlier Year 0.00 0.00

Less: MAT Credit entitlement Current Year 0.00 0.00

Less: Adjustment for Earlier Years 1.22 0.00

• Less: Deferred Tax

Profit After Tax from continuing operations 13.20 (1.62)

Profit /(Loss) from discontinuing operations 0.00

Tax expense of discontinuing operations 0.00

Profit / (Loss) after tax from discontinuing operations

Profit / (Loss) from total operations for the year (605.30) 13.20 (1.62) Earning per Equity Shares of INR 10/· each· Basic 8- Diluted (1.03) 0.02 0.00 (in INR)

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)

• Financial Year Dividend Declared Interest Coverage Ratio I 2017-18 NIL 0.90

2016-17 Nil 1.00 2015-16 Nil 100

I 1

Page 130



A summary of the standalone financial position of the company as in the three audited balance sheets immediately preceding the date of issue of information memorandum and private placement offer cum application letter

(Amount in INR Lacs)

SN Particulars 3/31/2018 3/31/2017 3/31/2016

1 Shareholder's fund

A Share Capital 5,914.00 5,914.00 5,914.00

C Reserves and Surplus (669.84) (64.54) (77.74)

sub total 5,244.16 5,849.46 5,836.26

2 Non- Current Liabilities

A Long-term Borrowings 43.500.00 - -

B Deferred Tax Liabilities (Net) - - -

C Other Long-term Liabilities - - -

D Long-term Provisions - - -

sub total 43,500.00 - -3 Current Liabilities

A Short-term Borrowings 21,302.44 62,988.27 25,362.93

B Trade Payables - - -

C Other Current Liabilities 802.64 183.38 91.18

D Short-term Provisions - - -

sub total 22,105.08 63,171.65 25,454.12

Total 70,849.24 69,021.11 31,290.38

1 Non-Current assets

Fixed Assets

A Tangible Assets - - -B Intangible Assets - - -

C Capital Work-In-Progress - - -

sub total - - -D Non-current Investments 21,736.50 5,830.00 5,830.00

E Long-term Loans and Advances 48.551.55 63,172.09 25.450.93

F Other Non-current Assets - - -

sub total 70,288.05 69,002.09 31,280.93

Current Assets

A Current Investments 13.76 15.60 8.44

B Inventories - - -C Trade Receivables - - -D Cash and Bank Balances 547.24 3.18 0.68

E Short-term Loans and Advances 0.19 0.24 0.33

F Other Current Assets - - -sub total 561.19 19.02 9.45

Total 70,849.24 69,021.11 31,290.38

Page I 31


Standalone Audited Cash Flow Statement for the three years immediately preceding the date of issue of information memorandum and private placement offer cum application letter

(Amount in INR Lacs) Cash flow statement

I Particulars 3/31/2018 3/31/2017 3/31/2016 I A. Cash flow from operation

Net profit before tax and exceptional items from (605.30) 23.74 (1.62) continuing operations Adjustments for:

Share issue Expenses - -Interest income 71.79 (28.34) 3.09 Profit on sale/redemption of Current Investment (1.17) I (0.16) (6.19) Sundry Balance Written Back (0.00)

• Operating profit before working capital changes (534.67) (4.77) 1.48 Changes in Working Capital:

(Increase) / Decrease in Current Loans 8- Advances 0.05 0.09 (0.23) (Increase) / Decrease in Other Current Liabilities 619.26 92.20 83.58

• Cash generated from operations 84.64 87.53 84.84 Tax Refund received / (Tax Paid) (net) 166.26 (22.59) 51.81 Net cash from operating activities (A) (81.62) 110.12 33.02 !

B. Cash flow from investing activities

Capital Expenditure on Fixed assets, Capital Work In . Progress and Capital Advance

Proceeds from Sale of fixed assets

Purchase of Long Term Investment - -

! Purchase of Short Term Investment -

Increase in Investments (15.906.50) - -

I Proceeds from sale of Long Term Investments - -I Proceeds from sale of Current Investments 3.00 (7.00) 0.37

Non-Current Long Term Loan 8- Advances given 14.786.80 (37.154.29) (25.450.93) Net cash (used in ) 1 from investing activities (B) (1,116.70) (37.761.29) • (25,450.55) C. Cash flow from financing activities

i Share Capital issued -

Proceeds from Long-term borrowings 43.500.00 -Repayment from Long-term borrowings - -Proceeds from Short-term borrowings (41.685.83) 37.625.33 25,362.93 Repayment) from Short-term borrowings - - 3.09 Share Capital issue expenses - -

Finance Costs Paid (71. 79) 28.34 -! Net cash from financing activities (C ) 1.742.38 37.653.68 25,366.02

Net Increase in cash and cash equivalents (A+B+C) 544.05 2.50 0.30 Cash and cash equivalents at the beginning

3.19 0.68 0.38 of the year

Add: Cash 8- Cash equivalents at the appointed d I 547.24 3.19 0. 68

1 (From Transferor Companies)

Cash and cash equivalents at the end of the year 547.24 3.19 0.68

Page 132

Private I). Confidential - For Private Circulation Only (This Information Memorandum and Private Placement Offer cum Application letter is neither a Prospectus nor a Statement in lieu of Prospectus)

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

No change

Any material event! development or change having implications on the financials/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.

NIL

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

Names of all the recognized stock exchanges where the debt securities are proposed to be listed clearly indicating the designated stock exchange: BSE Limited

Other details:

Debenture Redemption Reserve creation~ relevant regulations and applicability.

The Issuer 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 the central government in this regard.

Issue / instrument specific regulations- relevant details (Companies Act, RBI guidelines etc.)

As per Regulation 5(5) read with Schedule 5 of the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations. 2017, an FPI may purchase non-convertible debentures or bonds of an Indian company on repatriation basis subject to the terms and conditions specified by the Securities and Exchange Board of India and the Reserve Bank. Furthermore, according to the SEBI (Foreign Portfolio Investors) Regulations, 2014, an FPI may invest in shares, debentures and warrants of companies, listed or to be listed on a recognized stock exchange in India through primary and secondary markets.

Redemption of the Debentures to the FPls shall be as per applicable RBI and SEBI guidelines.

Page I 33

Private 8- Confidential - For Private Circulation Only (This Information Memorandum and Private Placement Offer cum Application Letter is neither a Prospectus nOr a Statement in Ueu of Prospectus)

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 / Not Applicable

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 private placement offer cum application letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed

Nil/Not applicable

c. Remuneration of directors (during the current year and last three financial years);

Nil

d. Related party transactions entered during the last three financial years immediately preceding the year of circulation of private placement offer cum application letter including with regard to loans made or, guarantees given or securities provided:

As per Annexure - C

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 private placement offer cum application letter 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/Not applicable

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 private placement offer cum application r letter 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 issue of private placement offer cum application letter and if so. section-wise details thereof for the company and all of its subsidiaries

Nil / Not applicable

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/Not applicable

Page \34

Private & Confidential - For Private Cireulati on Only


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 22nd August, 2019 which has approved the placement of Debentures up to INR 500.00.00,000. The shareholders of the Company have vide a special resolution dated 7th August. 2019 approved the issuance of debentures up to an aggregate amount of II\IR 5000.00.00.000.

Securities Name 5.000 rated. listed. zero-coupon, redeemable. non-convertible debentures. issued in dematerialized form. in three series (Series A - 540 Debentures, Series B - 480 Debentures and Series C - 3,980 Debentures) and in a single tranche. of the nominal value of II\JR 10.00.000 each, aggregating to not more than INR 500,00.00,000.

Issuer Adani Rail Infra Private Limited Type of Instrument Rated, listed, zero-coupon, redeemable non-convertible

debentures Nature of Instrument Rated, Listed. Zero-coupon, Redeemable, Non-Convertible

Debentures, issued in dematerialized form. in three series and in a single tranche. of the nominal value of II\JR 10.00.000 each. aggregating to not more than 11\1 R 500,00.00.000.

Seniority Senior Mode of Issue Private Placement basis to Eligible Investors Form of Issue Dematerialized Form Eligible Investors (a) Companies. body corporates, insurance companies and

trusts. authorized to invest in debentures; (b) Commercial banks, financial institutions. co-operative

banks and regional rural banks etc.; (d) Non-banking finance companies and residuary non-banking

finance companies; (e) Mutual funds; (f) FPls; (g) Fils; and (h) Any other investor authorized to invest in these Debentures

Listing The Debentures shall be listed on the Wholesale Debt Market segment of the BSE Limited. to be obtained within 15 days of the Deemed Date of Allotment.

Rating of the Instrument BWR Provisional AA- (CE) from Brickwork Ratings India Pvt. Ltd.

Issue Size The issue of the 5.000 rated. listed. redeemable. non-convertible debentures each bearing a face value of INR 10.00.000 each. aggregating to not more than lNR 500.00.00.000. in the following series:

(a) ·Series A Debentures' shall refer to a total of 540 rated, listed, redeemable, non-convertible debentures each bearing a face value of INR 10,00,000 each. aggregating to not more than INR 54,00,00,000;

(b) 'Series 8 Debentures· shall refer to a total of 480 rated, listed, redeemable, non-convertible debentures each bearing a face value of INR 10,00,000 each, aggregating to not more than INR 48,00,00.000:

(c) ·Series C Debentures· shall refer to a total of 3.980 rated. listed. redeemable. non-convertible debentures each bearing a face value of INR 10,00.000 each, aggregating to not more than INR 398,00.00.000,

Page 135



in accordance with the terms of the Debenture Trust Deed and the Information Memorandum and Private Placement Offer cum Application Letter.

Option to retain Not Applicable oversubscription Objects of the Issue • On-lending to a group company for repayment of existing

financial indebtedness as permitted under the Debenture Trust Deed

• Payment of all outstanding costs. fees and expenses in relation to the Issue

• The funds raised by the Issue shall not. directly or indirectly. be used (including for refinancing of existing indebtedness availed for the below): 0) in any manner that will violate the Companies Act or any other provisions of Applicable Law (including any environmental laws and regulations stipulated by the RBI. rules and regulations stipulated by the Securities Exchange Board of India and all rules and regulations applicable to use of proceeds of funds received from FPls); OJ) for the funding or supporting of any capital expenditure and/or any businesses. assets or projects in Australia of the Promoter Group or its Subsidiaries (iii) for the funding or supporting of any capital expenditure and/or businesses. assets or projects of APL or its Subsidiaries; and/or (iv) for the funding or supporting of any capital expenditure and/or any businesses. assets or projects relating to the Myanmar port being developed by the Promoter Group or its Subsidiaries.

Details of the utilization of the • On-lending to a group company for repayment of its existing Proceeds financial indebtedness as permitted under the Debenture

Trust Deed • Payment of all outstanding costs. fees and expenses in

relation to the Issue

• The funds raised by the Issue shall not. directly or indirectly. be used (including for refinancing of existing indebtedness availed for the below): (I) in any manner that will violate the Companies Act or any other provisions of Applicable Law (including any environmental laws and regulations stipulated by the RBI. rules and regulations stipulated by the Securities Exchange Board of India and all rules and regulations applicable to use of proceeds of funds received from FPls); (ii) for the funding or supporting of any capital expenditure and/or any businesses. assets or projects in Australia of the Promoter Group or its Subsidiaries (iii) for the funding or supporting of any capital expenditure and/or businesses. assets or projects of APL or its Subsidiaries; and/or (iv) for the funding or supporting of any capital expenditure and/or any businesses. assets or projects relating to the Myanmar port being developed by the Promoter Group or its Subsidiaries.

Coupon rate Not Applicable Step Up/Step Down Coupon Not Applicable Rate Coupon Payment Frequency licable Coupon Payment Dates Not Applicable Coupon Type Not Applicable

I Coupon Reset Process Not Applicable

Page 136


Day Count Basis I Any interest. premium. commission or fee accruing under a Transaction Document will accrue from day to day and will be calculated on the basis of actual number of days elapsed in a year of 365 or 366 days as the case may be i.e. Actuall Actual

Interest on Application Money Not Applicable Tenor Series A - 1st October 2020

Series B - 30th September 2021 Series C - 29th April 2022

Amount in individual series Series A I Series B I Series C 54 Crores I 48 Crores I 398 crores

Redemption Dates Series A - 1st October 2020 Series B - 30 th September 2021 Series C - 29 th April 2022

I Redemption Amounts As specified in the Debenture Trust Deed Redemption Premium As specified in the Debenture Trust Deed Issue Price INR 10.00.000 per Debenture Discount at which security is Not Applicable issued and the effective yield as a result of such discount. For consideration other than Not Applicable cash. whether in whole or part Redemption of Debentures held Any redemption of Debentures held by a foreign portfolio by FPls investor prior to the Final Redemption Date would be subject

to Applicable Law. including regulations of the RBI and SEBI. Face Value INR 10.00.000 per Debenture Minimum Application and in 1 Debenture and in multiples of 1 Debenture thereafter multiples of _ Debt securities thereafter Issue Opening Date September 25. 2019 Issue Closing Date September 25. 2019 Pay In Date September 26. 2019 Deemed Date of Allotment September 26.2019 Issuance mode of the Demat Instrument Trading mode of the Instrument Demat Settlement mode of the As specified in the section titled "Terms of Offer or Purchase" Instrument Depository NSDL e, CDSL Business Day Convention Payment which is due to be made on a day that is not a

Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not)

Record Date In respect of a Debenture means the day falling 1 Business Day before the Redemption Date of that Debenture

Security ISecurity description The Debt shall be secured by way of: (i) a first ranking exclusive pledge created under the Pledge Agreement by the Pledgor on such number of Pledged Shares; and OJ) a first ranking exclusive charge to be created over the Charged Assets in favour of the Debenture Trustee pursuant to the terms of the Deed of Hypothecation.

However, the Debentures do not constitute 'secured debentures' for the purpose of Section 11(3) of the Companies Act, 2013 and the rules framed thereunder.

Transaction Documents (a) the Debenture Trust Deed; (b) this Information Memorandum and Private Placement Offer.

Page 137



cum Application Letter; (c) the Debenture Trustee Agreement; (d) each Security Document; and (e) any other document that may be designated as a

Transaction Document by the Debenture Trustee and the Company.

• Conditions precedent to As per Debenture Trust Deed Disbursement

• Conditions subsequent to As per Debenture Trust Deed Disbursement

Events of Default As per Debenture Trust Deed

Provisions related to Cross Cross-default on any Financial Indebtedness of the Obligors Default

Any default in any share backed Financial Indebtedness in any other Promoter Group entity

Role and responsibilities of To oversee and monitor the overall transaction for and on Debenture Trustee behalf of the Debenture Holders as customary for transaction

of a similar nature and size and as executed under the appropriate Transaction Documents.

Manner of Bidding Closed Book Mode of Allotment Uniform Price Governing Law and Jurisdiction Indian; Courts of Mumbai and Ahmedabad

Additional Covenants, as per agreement between the issuer and investor:

Delay in execution of Debenture Trust Deed

In case of delay in execution of the Debenture Trust Deed and charge documents, the Company will pay penal interest of at least 2% p.a. over the Coupon Rate/ Yield till the execution of the Debenture Trust Deed and the charge documents.

Default in Payment

In case of default in payment of Interest and/or principal redemption on the due dates, additional interest of at least 2% p.a. over the Coupon Rate/ Yield will be payable by the Company for the defaulting period.

Delay in listing

In case of delay in listing of the debt securities beyond 20 days from the deemed date of allotment, the Company will pay penal interest of at least 1 % p.a. over the Coupon Rate/ Yield from the expiry of 30 days from the deemed date of allotment till the listing of such debt securities to the investor.

Proposed time schedule for which the information memorandum and private placement offer cum application letter is valid /Issue Schedule

Date of Opening; September 25, 2019 Date of Closing: September 25. 2019 Deemed Date of Allotment: September 26,2019

Name and Address of the valuer who performed valuation of the security offered. and basis on which the price has been arrived at along with the report of the registered valuer.

Not Applicable - This being issue of Non-Convertible Debentures at face value

Relevant date with reference to which the price has been arrived at:

Page 138



Not applicable - This being issue of Non-Convertible Debentures at face value

The class or classes of persons to whom the allotment is proposed to be made

Please refer above

Intention of promoters, directors or key managerial personnel to subscribe to the offer

Not applicable - it is private placement of non-convertible debentures.

The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer

Not Applicable

The proposed time within which the allotment shall be completed

Allotment will be done within 2 (two) Business Days from Deemed Date of Allotment.

The names of the proposed allottees and the percentage of post private placement capital that may be held by them.

l\Jot applicable - it is private placement of non-convertible debentures.

The change in control, if any, in the company that would occur consequent to the private placement

No change in control would occur consequent to the private placement of non-convertible debentures

The number of persons to whom allotment on preferential basis/private placement! rights issue has already been made during the year, in terms of number of securities as well as price;

Issuer has made the following allotments of Securities w.e.f. 1st April. 2019 till date:

Number Number of persons to Sr. Type of Securities Date of of Face Value Issue Price whom securities allotted No. allotted allotment Securities per security per security (based on demat account

allotted allottees)

Rated. Unlisted. Zero

1 Coupon. Redeemable.

05-07-2019 700 1.00.00.000 1.00.00,000 1 (one) Non-Convertible Debentures

The Justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer;

Not applicable - it is private placement of non-convertible debentures at face value.

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

The Debt shall be secured by the:

a) a first ranking exclusive pledge created over such number of Pledged Shares as is required from time to time by the Pledgor in favour of the Debenture Trustee for the benefit of the Secured Parties pursuant to the terms of the Pledge Agreement; and

Page I 39



b) a first ranking exclusive charge created over the Charged Assets by the Company in favour of the Debenture Trustee for the benefit of the Secured Parties in terms of the Deed of Hypothecation,

J"

The details of significant and material orders passed by the Regulators. Courts and Tribunals impacting the going concern status of the company and its future operations

NIL

The pre-issue and post-issue Equity shareholding pattern of the company

Sr, No Category Pre Issue Post Issue

No of % of share No of % of share Shares held holding Shares held holding

A Promoters' Holding 1 Indian

Gautam S. Adani (on behalf of 5.8. Adani Family Trust) 4,13,07,000 70% 4,13,07,000 70% Rajesh S. Adani (on behalf of S.B. Adani Family Trust) 1,17,03,000 30% 1,17, 03, 000 30% Bodies Corporate -

Sub-Total 5,90,10,000 100% 5, 90, 10, 000 100% 2 Foreign Promoters'

Sub- Total (A) 5,90,10,000 100% 5,90,10,000 100%

B Non - Promoters' Holding -Institutional Investors -Non - Institutional Investors -Private Corporate bodies -Directors and relatives -Indian Public others ( including Non - resident Indians (NRls)

Sub Total (8) - -

GRAND TOTAL 5,90,10,000 100% 5,90,10,000 100%

The pre-issue and post-issue Preference shareholding pattern of the company

Sr. No Category Pre Issue Post Issue No of % of No of % of

Shares share Shares, share held holding held holding

A Promoters' Holding 1 Indian

Gautam S. Adam' (on behalf of 5,8. Adani Family Trust) 1,30,000 100% 1,30,000 100%

Bodies Corporate -Sub-Total 1,30,000 100% 7,30,000 100%

2 Foreign Promoters' Sub-Total (A) 1,30,000 100% 1,30,000 100%

B Non - Promoters' Holding Institutional Investors Non - Institutional Investors Private Corporate bodies -Directors and relatives Indian Public -

others ( including Non - resident Indians (NRls)

Sub Total (8) -

GRAND TOTAL 1,30,000 100% 1,30,000 100%

Details of the Auditors:

Name Address Auditor Since

Page I 40



Shah e. Shah Associates 702. Aniket. Nr. Municipal Market. C.G. Road. Since Incorporation Navrangpura. Ahmedabad-380009

Details of change in auditors since last three years: Not applicable

Mode of Payment for subscription

Other Banking Channels (RTGS / NEFT)

Page I 41

Private & Confidential - For Private Circulation Onlv


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,

Issuer Adani Rail Infra Private Limited Face Value (per Debenture) INR 10,00,0001- per Debenture Issue Date 1 Date of Allotment September 26,2019 Final Redemption Date Series A Series C

pt October 30th 29th April 2020 September 2022

2021 Redemption Premium As specified in Debenture Trust Deed Coupon Rate Not Applicable Frequency of the Interest Payment Not Applicable with specified dates Day Count Convention Actual/Actual

Debentures Cash flow:

Series A

t Amount Rupees)

Date Day Narration Amount On Rupees)

26-Sep-Thursday

19 Pay-in

540,000,000 Premium

65,927,755 Final Redemption Payment

01-0ct-Thursday

20 01-0ct-

Thursday 20

Redemption Date 540,000,000

Series B

Date Day Narration Amount Net Amount (in Rupees) (in Rupees)

26-Sep-Thursday Pay-in

19 480,000,000 480.000,000 30-Sep-

Thursday Final Redemption Premium

21 Payment 123,047,473 30-Sep-

Thursday Final Redemption Date 603,047,473 21 i 480,000,000

Series C

Date Day Narration unt Net Amount upees) (In Rupees)

26-Sep-Thursday Pay-in

3,980,000,000 3,980,000,000

Friday Final Redemption Premium Payment 1,358,821,482

Apr-Friday Final Redemption Date

3,980.000.000 5,338.821,482

Page 142

Private 8- Confidential - For Private Circulati on Only (This Information Memorandum and Private Placement Offer cum Application letter is neither a Prospectus nor a Statement in lieu of Prospectus)

DISCLOSURES PERTAINING TO WILFUL DEFAULT

In case of listing of debt securities made on private placement, the following disclosures are required to be made:

(A) Name of the Bank declaring the entity as a wilful defaulter: Nil

(B) The year in which the entity is declared as a wilful defaulter: Nil

(C) Outstanding amount when the entity is declared as a wilful defaulter: Nil

(D) Name of the entity declared as a wilful defaulter: l\JiI

(E) Steps taken, if any, for the removal from the list of wilful defaulters: Nil

(F) Other disclosures, as deemed fit by the Issuer in order to enable investors to take informed decisions: N.A.

Page 143


TERMS OF OFFER OR PURCHASE

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

Issue

Issue of the Debentures of the face value of INR 10.00.000 (Indian Rupees Ten Lakhs ) each. aggregating to not more than INR 500,00.00,000 (Indian Rupees Five Hundred Crores) in three series and in a single tranche on a private placement basis not open for public subscription.

The Debentures issued by the Issuer shall have the benefit of security created over certain assets of the Issuer and the Pledgor. However. the Debentures are unsecured for the purposes of Section 71(3) of the Companies Act. 2013.

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. 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.

Catalyst Trusteeship Limited has granted its consent for appointment vide its letter dated 18 th

September 2019 issued to the Issuer. for being appointed as the Debenture Trustee for the Issue of Debentures. The copy of the consent letter from to act as the Debenture Trustee for and on behalf of the holders of Debentures is enclosed as Annexure - D.

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.

The Credit Rating Agency has assigned rating of "BWR Provisional AA- (CE) (Outlook: Stable)" vide its letter dated September 19.2019 attached as Annexure A. The rating indicates that 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 ratings are 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.

Application Process:

1) How to apply

Only 'Eligible Investors' as given hereunder may apply for the Debentures registering on the BSE Bond at this URL: https;lIbond,bseiodia,com/lnyestor Registration,aspx. Eligible Investors should refer the operating guidelines for issuance of securities on private placement basis through an electronic book mechanism as available on the website of BSE. Eligible Investors will also have to complete the mandatory know your customer verification process, Eligible Investors should refer to the BSE EBP Guidelines in this respect. Bid timings are from 9 am to 5 pro from Monday to Friday, on working days of the BSE. Applicants may apply for the Debentures by filing

Page 144


the relevant forms on the BSE BOND portal. All Eligible Investors should note that the bidding mechanism for this Issue is a fixed price mechanism.

2) Payment instructions

The Bond application money must be remitted to the clearing corporation of the BSE Indian Clearing Corporation Limited. The transfer will be done in accordance with the procedure prescribed by the SEBI EBP Circulars and the BSE EBP Guidelines. Once the depositories have confirmed to the clearing corporation that the corporate action is complete and the Debentures have been allotted. the clearing corporation shall transfer funds to the Company's bank account as per the details given below. through RTGS/NEFT:

Bank Name & Address IFSC Code Bank Account No. Type of

Name of Beneficiary Account

Axis Bank Limited UTIBOOOOO03 003010200040567 Current Adani Rail Infra

I

Account Private Limited

The Issuer assumes no responsibility for any applications/cheques/demand drafts lost in mail or in transit.

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

Nothing in this Information Memorandum and Private Placement Offer cum Application Letter 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 Private Placement Offer cum Application Letter and this Information Memorandum and Private Placement Offer cum Application Letter and its contents should not be construed to be a prospectus under the Companies Act.

This Information Memorandum and Private Placement Offer cum Application Letter 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. The categories of investors eligible to invest in the Debentures. when addressed directly, are:

(a) Companies, body corporate and societies. authorized to invest in debentures; (b) Insurance companies and trusts authorized to invest in debentures; (c) Commercial banks. financial institutions. co-operative banks and regional rural banks etc.; (d) Non-banking finance companies and residuary non-banking finance companies; (e) Foreign portfolio investors; and (f) any other investor authorised to invest in these 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.

Page 145

I



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

The Issuer shall set up the issuance at least 2 working days prior to the issue opening date, after which the Issuer shall make the bidding announcement on the BSE Bond portal with details of bid opening and closing time at least 1 working day prior to initiating the bid process.

Eligible Investors may place bidslorder on the BSE Bond portal between 9 am and 5 pm between Monday to Friday, on the working days of BSE. The minimum time frame for a bidding window is1 hour.

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 Rail Infra Private 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 of association andl 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, Fils and sub-accounts of Fils, 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.

Page I 46

Private 8 Confidential - For Private Circulation Only (This Information Memorandum and Private Placement Offer cum Application Letter is neither a Prospectus nor a Statement in Lieu of Prospectus)

10) Issue Programme:

Issue Closin Date Deemed Date of Allotment September 26.2019 September 26.2019

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 and Private Placement Offer cum Application Letter.

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 and holding 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 the 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 Catalyst Trusteeship 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 tanto to the Debenture Holder(s). The Ddebenture 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 or if the Debenture Holder is otherwise permitted to do so under the Transaction Documents 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 and to the Debenture Trust Deed, exchange, share or part with any financial or other information about the Debenture Holder(s) available with the

Page 147

Private IJ. Confidential - For Private Circulation Only


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 the saleable lot is one Debenture.

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 subject to the restrictions set out in the Debenture Trust Deed. 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 association 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 Depositories 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

Page 148


(This Information Memorandum and Private Placement Offer cum Application Letter is neither i! Prospectus nor a Statement in Lieu of Prospectus)

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, on any day, purchase all or part of the Debentures held by any Debenture Holder who is a Person Resident in India by paying the amounts agreed between the Issuer and the relevant Debenture Holder, provided that it has issued a written notice of 5 Business Days' to such Debenture Holder and the Debenture Trustee and the relevant Debenture Holder has given its written consent for such purchase.

The affiliates of 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 be cancelled, held or reissued at such a price and on such terms and conditions as set out in the Debenture Trust Deed and as permitted by law. In the event of purchase of Debentures by the Issuer or any affiliate of the Issuer, the Issuer or such affiliate(s) 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 and Private Placement cum Offer Letter other than the Deemed Date of Allotment, fallon a Sunday or is not a Business Day, the next day (Business Day) shall be considered as the effective date(s). In case the Record Date I book closure date falls on a Sunday or is not a Business Day, the day prior to the said date shall be the Record Date I book closure date.

24) Deemed Date of Allotment

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

25) Record Date

The day for repayment of redemption amount shall be 1 Business Day prior to the Redemption Date of that Debenture.

26) 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 reissue 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.

27) 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.

\l-~\l/I\!R ~ 11 J f/lf4lfa ~ 4. i48f/{J '" Page I 49

.""" '00



28) 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 Agent as 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 in accordance with the Debenture Trust Deed. 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 date of redemption of all Debentures in full in accordance with the Transaction Documents.

Further the Issuer will not be liable to pay any compensation from the dates of such redemption of all the Debentures in full in accordance with the Transaction Documents. On the Issuer paying the amount as specified above in respect of the Debentures in accordance with the Debenture Trust Deed, the liability of the Issuer shall stand extinguished.

Page 150



DECLARATION

a. The Company has complied with the provIsions of the Companies Act and the rules made thereunder, all the relevant provisions in the regulations/guideline issued by SEBI and other applicable laws;

b. No statement made in this Information Memorandum and Private Placement Offer Cum Application Letter is contrary to the provisions of the regulations/guidelines issued under the Companies Act or rules or by SEBI and other applicable laws, as the case may be.

c. The information contained in this Information Memorandum and Private Placement Offer Cum Application Letter is as applicable to privately placed debt securities and subject to information available with the Issuer.

d. The compliance with the Companies 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

e. The monies received under the Issue shall be used only for the purposes and objects indicated in this Information Memorandum and Private Placement Offer Cum Application Letter.

f. The extent of disclosures made in the Information Memorandum and Private Placement Offer Cum Application Letter is consistent with disclosures permitted by regulatory authorities to the issue of securities made by the companies in the past.

I am authorized by the Board of Directors of the Company vide resolution dated 22nd August 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 of Association.

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

For Adani Rail Infra Private Limited

Signature

Name

Designation : Director

Place : Ahmedabad

Date : September 21,2019

Page I 51


(Thi. Information Memorandum and Private Placement Offer cum Application letter i. neither a Prospectus nor a Statement in lieu of Prospectus)

ANNEXUBES

A. Credit Rating Letter B. Application Form C. Related Party Transactions D. Consent letter of Debenture Trustee E. Copy of Board Resolution

Page 152


Annexure - A

Credit Rating Letter

U·WRlY.CD/HO/ERClVS!l'lp.6/~,ot/}-20

MI'. ,,Tf.lt;n ,Shah L)i[l!(~!oL"

Adani [{!tn lufrlt PH, Ltd, sh\khm., Nr Mith.lld1al; Circle, N"vr}lfII~P lira. ,l.:,me(\abllu -:WOOClI)

Bricl<wori< 11atillf~s Inelia pvL !tel, )01,)\):" :'rHi ':11:.<;/, K:111:JII~nillng,; fliliid ng

I g, ::'II·,lld·I.,'f 1{1).;lIi, f\k~w Dl!lhi II fI uO'

": I l) i l' )14'\ ;:2L: I I: I TI ',., .n'll .lFI';lI'

Scph.~'nbl'.I·lt)~ 20H)

~1l1" Ita' il"~ for Ad,lI1i Ruil lnl'nt I'vl. r.ld'~ r,mro~cd NeD bitK' d ;;5fJ(I:~'J C":JCtl~ (l1l1p~I''; Fby HII'illl'crl ere,c:; Ollly),

T1UJ.n.k y'~lI flJ:' g;"'-lllg 1I~ nn {'-'11{>fJrtuni-:y:o ulldt.:rli,,1i,J:, I-,]:il'tg (if n"lI'! I''firtprtncd ':i{;l) b:-'lt;; o( {j{::; C!<)I'l:::-; :)f ,\11,..,., llelil T"I-I'~ I~;t, !.td. B :l.:ed Cm the lIILt.'l"tunLnu flH(t d:lI'ific:1tkms!)ro\:klc:J uy YUI.;.l" 'Uinp':Jl)!:- dl'~ II' ~(!I·tn ~h.::ct ~)t the tnUL:H.H:UCU dhl;,'d with. tt>, ;,~ ...,,.,11 ,% ir.:'mT.:atill:: u.'f,dY!;l'J ill p'.Ihlk: ""Ol>:}'!:'>, g~ld,vrork 3~1.:iql·; if, [,l(,~" .. :rlIf) :l1fot~n yo~ tilt!: Aili.:ti Rllit lllrm PCI. l.1t!'.', pmru1f:?.d :"1GD Is~"" ()I ~ )-)0 C[;Jl'tK h;, ... h""n il~";!;l:d nV,,1t Pl'nviliioDal ,\11· ((,R) LI"I'ollt'luYl'Xd llWK l·n.l"'~k",,,l T)cHlhl" i\ Minus (t:l'CdU li.nillUl'}I:II1CJIl)J (Olltie,O],,&'tulJlc) ruJbe;.

'l1H:~ f:lr(lg ift s'Jh';e.:t :{) ~(Jll:pltttU._ "tI,,,, '111'::_"'~·(':,1 nr'I':;{\'cutcc tTansndkiu ,J1,;u .... 1..wt:"Hb 111:1,1 inf:llrdn& tar: tA,'IH1 ill linc 1'[ll1 lhl! ,1:,,;-. ~;;:l ,I:,,~l ~l"u~d wi:h 1'.5, f'r·'j'.-i,),),,:,·, !lY::,"!!; '.'.'11: be affi:-:;-,ll?:l Oil ;t:"~e.i~l u( ;'UJCXJI1Ut.klll ~1~1 fl Il\(Y,',lllcluni lTid ex_e.l~.'.tctl t.to~l~H.fK·nl~"

Tile ratlr.!, is 'h,:',l f.;.- 'J<1 dny.' fl'l11l1 the date :}{ 1.1::., [dlet lttld "'.,IIhJ,-,,'r tr, rel'lll, .1:',d ~(ll1l2itjUlLs d.~ lJur your HJH~Jdalt;; t_1.ff,~ .. ;tnd ,-/rhcl' o.jrr,::!p01:..dt::l)lC~ if ;,tHY, "i'"J,' :kii',k".\')!'k R!I'':ing;;' .ih)ndu.t~ cii.sd;lilllo::'" ltIlP~'ItJ",1 ·""k:w. Riid~l\'{d, wCluld (;(m:lc.',l ~',II"re:U;mc<! €','E11 YCKr lill u!1'.l·.\l'll:r/l!·"'lMll'~kJ11 c:f tho!! instruments. Pk~.~,; uw'\;(. ,,,,~ll.lhl,, :t'l lIS ~!.!k'·:l.llt l1Jfc'l'I.lIl1tlt.", I:'~: may nfr'c,~t c;)mpr:ny';; :hHWt~~lp':l'flJ:[tI~IIX~~<{ ~ .. i':h(..tj: rtny dntt;y,

T""8~e i~t m; hili','!.' Yllur "1:"~ld,\:-.,." (If lilP' r:17in1; '.<ii.thiu tW:.l 1.1(1),6, t'it"'M' II(,Il': I":l! IIllj'3a ZleccptllllC~ h 1'::(:r-llVC,'O~ h.- '.I~I Ul': u;1 : ~I ~ l:i J~(J: \.',;ll~d :.Ul-:: s}).': I." ' a n~;:·t ';_\-;>, l1~i(>r! f(; f :1 ny pUl'i>(ISe '.-'I:tat:s()( 't"",,r.

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;:-'ll~l I» .AI,:!..lrf~_'f' Ht .ih~· 1"'11 ."ft.>:'r.":.,til---n, llw ::ltin« ",.,;:-'.:;1..'11 :.:0 ~'\'({ ;~hj)( I~' to," 'n"!"~1 :1" fU'; :'"p::Ii--u' I.dl .... , l.'ml, .1

rp::.·r'fI~I<'I, .. r:'~lllr It, IlItt, -,.,·-11:t tHlI.II 1.11.: l.llu: il<:.hllf;-'~;P w··,1 .-[ ... • .. ·/t ... :.'1,111. flO:. h.! :·'i"hk i·lj 'I:y 11,:.,.l-; '" ... ' H •• t ":- !!~:.'-;r{ f,..a1'l .11<:.

Page 153

Private 8. Confidential - For Private Circulation Only (This Information Memorandum and Private Placement Offer cum Application Letter is neither a Prospectus nor a Statement in lieu of Prospectus)

Annexure - B

Application Form

[Intentionally left blank]

Page I 54


(This Information Memorandum and Private placement Offer cum Application Letter is neither a Prospectus nor a Statement in Lieu of Prospectus)

Annexure - C

Related Party Transactions

Related party transactions entered during the last three financial years (Consolidated) (Ami in Rs Lacs)

Information in respect of As at As at Amt in Rs. Related Parties 31 ·Mar·201 B 31·Mar·2017 31·Mar·2016

Funds Received

Controlling Entity 5 8 Adani Family Trust 450.00 Associate Entities Adani Enterprises Limited 13.360.26 4.526.83 19.523.90

Adani Infrastructure e Developers Pvt. Ltd. 31.940.50 2.500.00 19.735.00 Delhi Golf Link Properties Pvt. Ltd. 10.00 1.610.00 Shantigram Estate Management Pvt. Ltd. 10.300.00

Adani Estates Pvt. Ltd 185.00 12.100.00

Adani Infra (India) Limited 30.600.00

Funds Repaid Associate Entities : Adani Infra (India) Limited 33.000.00 160.00

Adani Enterprises Limited 11.098.00 18.723.90 16.577.42 Adani Infrastructure e Developers Pvt. Ltd. 30.000.00 12.100.00 7.550.00 Shantigram Estate Management Pvt. Ltd. 9.986.70 56.00 Adani Estate Pvt. Ltd. 4.240.00 Delhi Golf Link Properties Pvt.Ltd. 1.896.30

Trilnsfer In l (Q~tl of limplQne !.iil!liliti!!~ Group Company Adani Enterprise Limited (2.70)

CQllilU~(i!1 S~Qll(jti~~ [gQgillg:~ ; Associate Entities Adani Enterprise Limited 1.650.00

Inter!!st Expense Associate Entities Adani Enterprise Limited 574.73 135.83 2.075.10

Adani Infrastructure e Developers 405.81 212.24 699.72 Delhi Golf Link Properties Pvt. Ltd. 114.75 133.80 58.45 Shantigram Estate Management Pvt. Ltd. 888.21 833.79 150.64

Adani Estates Pvt. Ltd 793.96 882.06

Adani Infra (India) Limited 3.362.84 2.852.06

Sale Qf Goods Group Company Adani Enterprise Limited 48.45

Service~ Bgceived Group Company Adani Ports and Special Eco Zone Limited 1.19 19.83

Reimbursement !!f !;xpen~e~ Pili~l Pill1ables Group Company Adani Enterprise Limited 31.90 30.95

Q~es Rill1al/l!!S outstanding at tbg nil[ gn~ Group Company Adani Enterprise Limited 11.23 9.63

Q~es rgceiva!llg gutstanding at the l1ear end Group Company Adani Enterprise Limited 47.27

!.!n~e!1~r!!!! !.!!i!n ~l!Il!n!1e (Qug t!!l Controlling Entity S 8 Adani Family Trust 450.00 450.00 450.00

Associate Entities Delhi Golf Link Properties Pvt. Ltd. 1.793.03 1,662.61

Adani Infrastructure e Developers Pvt. Ltd. 5,717.07 3.411.34 12,814.75

Shantigram Estate Management Pvt. Ltd. 1,942.68 11,129.99 10.435.58

Adani Estates Pvt. Ltd 9,641.63 12,982.06 Adani Infra (India) Limited 3,551.07 33,221.85 Adani Enterprise Limited 6,589.09 4,326.83 18,523.90

~grQorS!te gy!!r~nte! Re~~i~ed

Group Company Adani Enterprise Limited 40,000.00

Page I 55

Private 8- Confidential - For Private Circulation Only (This Information Memorandum and Private Placement Offer Cum Application letter is neither a Prospectus nor a Statement in Ueu of Prospectus)

Related party transactjons entered during the last three financial years (Standalone)

(lNR Lakhs) I For the year For the year For the year

Nature of Transaction Name of Related Party ended 31st ended 31st ended 31st

March, March, March, 2018 2017 2016

Borrowings (LOan~elhi Golf Link Properties Pvt. Ltd. 10.00 1,610.00

dani Infrastructure er Developers Pvt, Ltd, 31940,50 2.500,00 19,735,00

Shantigram Estate Management Pvt. Ltd, 10,300,00

5 B Adani Family Trust 450,00

Adan! Estates Pvt, Ltd, 185,00 12,100,00

Adani Infra (India) Limited - 30,600,00 -Borrowings ( Loan Repaid) Delhi Golf Link Properties Pvt. Ltd, - - -

tructure er Developers Pvt. Ltd, 30,000,00 12,100,00 7.550,00

ndia} Limited 33.000,00 160.00

Shantigram Estate Management Pvt, Ltd, 9.986,70 56.00 -Adani Estates Pvt. Ltd, 4,240,00

•

Delhi Golf link Properties Pvt, Ltd, 1,896,30

Allotment of Equity Shares Sarguja Rail Corridor Private Limited 15,906,50 - -Loan Given Sarguja Rail Corridor Private Limited 30,000.00 32,940.00 25.670.00

Loans received back Sarguja Rail Corridor Private Limited 34,240.00 100,00 ':~ Interest Received (Net of TDS ) Sarguja Rail Corridor Private limited 5.525,96 4,942.30

Interest Expenses I Payable Deihl Golf Link Properties Pvt. Ltd, 114.75 133,80 58.45

Adani Infrastructure er Developers Pvt, Ltd. 405.81 212.24 699,72

Shantigram Estate Management Pvt. Ltd. 888,21 ~ Adani Estates Private limited 793.96 882.06 -

Adani Infra (India) limited 3362~ Closing Balance

Due From Sarguja Rail Corridor Private Limited 48,366.41

Due To Delhi Golf Link Properties Pvt. Ltd. - 1,793.03 1,662,61

Adani Infrastructure er Developers Pvt. Ltd. H7.07 3.411.34 12,814,75

~ot""t. Ltd 2.68 11.129.99 10.435,58

~ 12,982.06

Adani Infra (India) Limited 33.221.85

S B Adani Family Trust 450.00 450.00

Page I 56

Annexure - D

Consent letter of Debenture Trustee

. '::, ' ...

I1Bf,'I5!CI./MUM/l.!J· ·l(:'.i~E-::;:;J~ 1fi"' :;q'>1.(!'~1l:W, ;!'O~~

T~,

Adilnl tl.JfllfifFiJ. llriV.:lte Umltfl-t! (CunljJ1InyI "Sh&h~f", Nr. Ad;,ni Hm:J:I'B, Mithdl,hall S:1: R~d~J NaVr<,,,gp\,ra, Mtrloo..bdLi .~flO 009

CotUDrlt to ~s! <1$ s..~L!flty tHI.~~~ foCfl.!;ll a!:,,~r.~gilt11'Ii.upt~ !Js- 5(JO_crorrB~~y' the CI)t1IPtll2V ..

TId, i~ .... J;th rl!fen'flC(f t-c the lh$ws.si{;t1S in rc;'f1,;:t ot appciFll'm~111 ot lilLalys.t TrLI~t.,;;e511i!l U,'nllccl t.1 ilCl ~;:; S~"Ulr't'i Trust!;'!;: fcr thE NCD tlggrc:gatinl.l upto 11S. srXl crores, In ttlb Ci.Jtl:\,,,,r;tion, \'/P. al"\t ~(;r(~p';Abl~ 1';:; i!C~ 3, :';!;cllrity TJ lI~tee en the folk,w","g trlJsr~'"$~ip :"mu"~riltlon:

Il~, <-,5t.1,QOOj- prw; llppl,c<,hl+.! luxes \Ollt: time r'Oll-r.,flln\l(lbl~ pa','m\'!Jlt payable em vur ilf.l~~llinlme-nt):

NIL

All nut of pocket ex P '1ft)!;:; i nell rr~d lc vlards lc:t:;,1 fp.es, tra\"e!1 it1e, . t'lspl?ct irm d1 arfl"~, t"i(.

~11 .. " be 1':lIiett and rc-Imbursc.~ r.rt act\~"1 t;.<IsiS

!J: y

Page 157

Private e- Confidential - For Private Circulation Only


Annexure - E Copy of Board Resolution

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED BY THE BOARD OF DIRECTORS 01= AOAr~1 RAIL I~Jj;RA PRIVATE LIMITED ("THE COMPAr~Y") AT ITS M~ETING HELD ON THURSOAY, nrw DAy OF A.UGUST, :20,9 AT GROUND FLOOR. ADANI CORPORATE HOUSE. SHANTIGRAM. S G HIGHWAY, AHMEOABAO - 3132421

The ':'::h:lllp.~rson infr;""(>:,i b.;;: 2:J~1I1 lll;'11 lh~ 1~~cr:-lp3n'~' a(opcs.e~ t:') ';:s.ue 2ind a,'ot Lp 10 :.oe·!) red.aemable.. ;~:ed, .2e~:) G.cl.p~n 2fltl ratild nc--c.:1n',1srtibl-6 dot::9nt.. .. m:; o-f;;: rl()f"', q~11 if't~I~R! {)f 'r\p, :)OUC,ClGIJ ~iJdl ;!9:11t~~;ll;-~!11.1J INr~ ~,(::)o.O(J(:),~.)DU ft"'cE' 'Debenture-s·) ,~n.3 pri','ati? 9lacerfl~nt D3Sis

in lhll1;.1I."r:<1liscd f0"r" in :hrco ~\Xic:; (S·0rir.':; ;', INF<. "40,~JOO 8110 ';;{!Ii,,~, fl It'lI~ 4<lG,L.tC'),OmJ :111<1

S2ri03- -S - INH 3. 9flC,a.::,:),::IOO) Sf"£~ A :tIngle ~ra"iC"'le {:hc' tissue'). ~n the icrlls arid concdi-:'15 ur.:tc; th~ :J~;>"rttl.l;:: t'UGt dec-::l to be cxc,:lItcd in r<::I,,;il)r' 1.0 ",,, n~!:,.,·,I",."~ (he 'O.,be"tute f,ust De"d"<1 b,,:'IIC'Dn t"'~ Ccmp,; "i a ",:'j :.~.;tal·;s: Yruste~s'·ip LimltDd. ~s the dct:'c~t,lfe hls1cc ,'~I<1tion to t~c r;d""nll""~ ·:''DutJl:lIllirtl Tnut~ln.

~i) 111;-';'. -3nl~ir.] oxr;lusi1p,:: pk~-d!Jr~ n I~I"""()' 1)1 I""~ ,)t'!~)~I'lt'JrF! j(IJf~t'::F! 0',-,·.:;( c:-erU:lHl S-:SrE-:3i e,f ":',rJiln,

::'or:s c.nd S~eci31 Ecano'"n:;:: Zone L;..,.,ited hele b~ S.B. Ad~w =;lmHV :-hl~t. in ~lt:r:l1fri~'~!':>' .. ~ wil;l

:he tC!C:'I'i uf ,II<) '5h~rG Pi<.::Jll" ~H' ~p''''le .... L :~ be e,:"cu:ed bet,'.'een S B. Ad.=.ni Far:j:1 TnJ31 and the Deten:ur~ Tru~1ee ,:the 'PledU9 Agra~m~nt'):

,::~, f:rst r,:~flk:ng -:-:.-.:k.3i\"e pledg? ir favor 0: ~hc Dobc .. rt-Jt~ TfU::tC.;j U',.'I;r G~~lb,:jl1 ~)tt;~II!~; c.' l\di,1P

Tran::nti!-l~':ill I "n:!~I.: h,:.I(j 1:1"( !:";.~ ,~.1a""i F:!milJ, Trust, in accDrda'lc:- ""ijh 1h,:: krrnG of thl:: Plc:lg;, A.g"~i!m~~:: ar,j

(lin ~r~1 rc..,king €:tciu.si'a'e G~3r~O ill fi:l'lo'Ur ( .... .r U-I':; r. .. ,jlJI;:II!u:t: Tlut1le!j u):' I,\';~'~. :1: Ir!potllt=:Ci1:h'fI ;y,,'~r

lh;, I.\J.-';: da~orn,,:.~le(: bank a~:oun: in :he ~=m~ of liE? CC'TD3'i, :0 tc ,,~I,,:;h:l';:lj ~nd

-·'fl~)i"t~irl.:.::d ·,~tli Crr.;di~ Sui~s:j /V3, MW'I1i);l1 brilll::i1. ;HIL1 311 Bml'llm1!=:o ?t8nd'ng ,::.u:::t;:lnc"'ng to :hE- crarJI: :)t ~fle .3:-:,:ou"'1 3:"1':;: fixec t-=-m jeposi:5 n -(llatlor :hr.;rcl':,:,. ir! ~r.:r..:urd:III(":c ,'.'ilr': l-,v [f:m)s f ..... J Ilf! d~~~ti n I t'yp(J1I)t=!''::1!ICfl to he f:!A~rJ.Jt.;.:1 be:I..\leen the ';:,:Ol':lp-=.ny 3nd the D'::':'em1..l ~e

T:uste~ (tht' 'Dt'ed of Hypoth .. ,-~ti"n')

H :1',1ip:J giVE n due ,:c'"'siG,era:ion 1c th-:.. t"'an:;8·:~icr· s. r)T1· .. ·i!..:.~f!YJ<!, 1I11_~ 1[:1 :1',,,'iI1H ·~~ .. (Jhjtlot':: '",·.~re p:1 ~;."a:d by :I",e Baa rd

··RI:SOLVE:D THAT p,;:~:.allt !ulJ)t=! P(C·'.')~IOn:2i c:fSect~n ~2.?1 170 8~,:I :lthcrap~lic3bk ~r:lvisicr.:: l:of th::: Cc-mpa"Jies Ac.t, 21:' 3. '::i amcn.jr'd fro...., ~imc ':0 t -le ;';.nd ol'1er ~1:)plir;al,H·~ ':':h\,~ i~n:i P'I,,1\>i~1ir.;.n~,

I.:' 31--;,/. aF,j Rl,lll~d :ll :-;tJL:!"' f,;ii:111 ;Jf'( ":"10 nt::E-S5a.~y 30prO\'a' ':::i ri,=y be rc quircj ':C'~l::::nt of t;';J: 6card vr D:r!';.!t..:k)IG (itt:! ~Board~) Df ;o.d3ni Rail i"ni:I ::::;Ii\,i:Ilr.; Lirni'.l;t: rCQrnp;.H1Y";, :JI'~ ;~I'I.,:;t If; It~lp.b~· i1l~::;)'L,.:~~1

t::. ralS2 or corrcwl tnl"l1ll8f. t.~' I:=-~~uance and allol"71er:t c·f ::;CC(l :-=-:iaerr;-=.blc 1i:::k:J, .i:uro Ct!I,..D:Jn a-d l<ll!.;l! IiC'i·c~n·.'.=1':)le dec·?nt,r~s cor " :lc:rli"~1 ',lllu,," c' I'lR •. 0':'),)00 p.~cil ,ggr€;JR:ln£ t<) I~JR

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